Florida | 000-29819 | 58-2349413 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
850 Third Avenue
Suite 1801
New York, New York
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10022
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(Address of principal executive offices)
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(Zip Code)
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(Former name or former address, if changed since last report)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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3,480,000 of the optioned shares subject to the Zeldis Options will have an exercise price of $0.10 per share and will vest and become exercisable immediately on the Effective Date;
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2,320,000 of the optioned shares subject to the Zeldis Options will have an exercise price of $0.10 per share and will vest and become exercisable immediately upon the delivery of a written three year strategic plan to the Company (with respect to which Mr. Zeldis actively assisted) that identifies five disease states and applications for drugs that can be delivered to treat these diseases through the Company’s hydrogel platform, provided such strategic plan is delivered to the Company within nine months of the Effective Date;
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2,320,000 of the optioned shares subject to the Zeldis Options will have an exercise price of $0.10 per share and will vest and become exercisable immediately upon the two year anniversary of the Company hiring a Chief Medical Officer initially identified by Dr. Zeldis, provided such Chief Medical Officer is hired by the Company within six months of the Effective Date;
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4,640,000 of the optioned shares subject to the Zeldis Options will have an exercise price of $0.15 per share and will vest and become exercisable immediately upon the delivery of a written clinical program to the Company (with respect to which Dr. Zeldis actively assisted) for the successful completion of Phase I, II, and III trials with the U.S. Food and Drug Administration (the “FDA”) in order to gain approval for the delivery of an active pharmaceutical ingredient (an “API”) delivered through the Company’s hydrogel platform, provided such clinical program is delivered to the Company within twelve months of the Effective Date;
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4,640,000 of the optioned shares subject to the Zeldis Options will have an exercise price of $0.15 per share and will vest and become exercisable immediately upon the Company entering into a co-licensing agreement with a third party for the joint development of a product that provides for the delivery of an API using the Company’s hydrogel platform, provided such co-licensing agreement is entered into by the Company within eighteen months of the Effective Date; and
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5,800,000 of the optioned shares subject to the Zeldis Options will have an exercise price of $0.15 per share and will vest and become exercisable immediately upon (i) Dr. Zeldis’ delivery of a written strategic plan to the Company that sets forth a plan to improve the Company’s HepaMate product for internal development, sale and rapid approval by the FDA and (ii) HepaLife BioSystems, Inc., a wholly owned subsidiary of the Company, completing an equity or equity linked financing or series of related equity or equity linked financings that result in gross proceeds to HepaLife BioSystems, Inc. of at least $2,500,000, provided such strategic plan is delivered to the Company and such financing occurs within twelve months of the Effective Date.
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Exhibit Number
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Description
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Press Release dated May 17, 2012
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ALLIQUA, INC. | |||
Date May 17, 2012
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By:
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/s/ Steven Berger | |
Name Steven Berger | |||
Title Chief Financial Officer | |||
Exhibit Number
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Description
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Press Release dated May 17, 2012
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