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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
_________________
Date of Report (Date of earliest event reported): September 23, 2013
Alliqua, Inc.
(Exact Name of Registrant as Specified in its Charter)
Florida
(State or other jurisdiction
of incorporation)
000-29819
(Commission File Number)
58-2349413
(IRS Employer
Identification No.)
2150 Cabot Boulevard West Langhorne, Pennsylvania
(Address of principal executive offices)
19047
(Zip Code)
Registrant’s telephone number, including area code: (215) 702-8550
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement.
On September 23, 2013, Alliqua Biomedical, Inc. (the “Company”), a wholly-owned subsidiary of Alliqua, Inc., entered into a
distributor agreement (the “Sorbion Agreement”) with Sorbion GmbH & Co KG (“Sorbion”), pursuant to which the Company became the
exclusive distributor of sorbion sachet S, sorbion sana and new products with hydrokinetic fibers as primary dressings (the “Products”) in the
United States of America, Canada and Latin America (the “Territory”), subject to certain exceptions.
The initial term of the Sorbion Agreement ends on December 31, 2018, unless sooner terminated pursuant to the termination rights
under the Sorbion Agreement, and will be extended for additional year terms until December 31, 2023, so long as the Company and Sorbion
agree in September as to the minimum annual purchase amount for the calendar year that ends four years from the calendar year of such
September, such that, for example, in September 2014, the Company and Sorbion must agree to the minimum annual purchase amount for the
2018 calendar year so that the Sorbion Agreement is extended until December 31, 2019. The Company may terminate the Sorbion Agreement
upon six months prior written notice to Sorbion. Sorbion may terminate the Sorbion Agreement for good cause, which shall include the
Company’s application for insolvency proceedings, a change of control of the Company that may disrupt the Company’s relationship with
Sorbion, the Company’s failure to cure a material breach of the Sorbion Agreement within 60 days or the Company’s challenge of Sorbion’s
intellectual property.
In order to maintain its exclusivity, the Company must purchase the following minimum amounts, in Euros, of the Products for the
indicated calendar year:
Calendar Year
Minimum Annual Purchase Amount
2014
2015
2016
2017
500,000 Euros
1,000,000 Euros
2,500,000 Euros
4,000,000 Euros
If the Company fails to purchase Products in amounts that meet or exceed the minimum annual purchase amount for a calendar year
(“Minimum Purchase Failure”), it may cure such Minimum Purchase Failure by paying Sorbion in cash an amount equal to the minimum
annual purchase amount for such calendar year less the amount the Company paid to Sorbion for the Products purchased for such calendar year
(the “Makeup Payment”). If the Company does not cure a Minimum Purchase Failure with a Makeup Payment for a calendar year, Sorbion
may terminate the Company’s exclusivity with respect to the Products in the Territory and grant the Company non-exclusive rights with respect
to the Products in the Territory. If the Company does not cure a Minimum Purchase Failure for two subsequent calendar years, Sorbion may
terminate the Sorbion Agreement. The Company will not be required to meet the minimal annual purchase amount if Sorbion fails to supply
the Company with the Products in accordance with the Sorbion Agreement. Sorbion may also terminate the Company’s exclusivity with
respect the Products in the Territory if the Company does not cure a material breach of the Sorbion Agreement within 30 days.
Pursuant to the Sorbion Agreement, the Company will have the right to use the trademarks related to the Products for sale of the
Products in the Territory.
The Company will sell the Products under their respective trademarked names and at prices determined by the Company. Sorbion
may determine in its sole discretion the prices of the Products sold to the Company, which are subject to change beginning January 1, 2015.
The Company will be eligible for certain discounts with respect to the purchase and shipping of the Products if its orders of the Products are
above certain amounts.
The Sorbion Agreement also contains mutual confidentiality and indemnification obligations for the Company and Sorbion.
On September 23, 2013, the Company entered into an agreement (the “Carolon Agreement”) with Carolon Company (“Carolon”)
pursuant to which Carolon (i) relinquished its rights with respect to the distribution of certain of the Products (the “Sorbion Sachet Products”)
in the Territory, including rights to use trademarks of Sorbion, that Carolon possessed as a result of an agreement with Sorbion (the
“Carolon-Sorbion Agreement”), (ii) transferred and assigned certain assets related to the Sorbion Sachet Products to the Company, including
customer information, sales and training materials, customer orders and certain sales force members, and (iii) transferred and assigned all right,
title and interest to its saleable inventory of the Sorbion Sachet Products to the Company. In consideration of clause (i) in the foregoing
sentence, the Company will pay Carolon an aggregate payment of $400,000 in 12 equal monthly payments beginning in November 2013, and
in consideration of clauses (ii) and (iii) in the foregoing sentence, the Company will pay Carolon (a) $50,000 within two days of Carolon
terminating the Carolon-Sorbion Agreement, and (b) if the Company sells at least $600,000 of Sorbion Sachet Products in the 2014 calendar
year, $50,000 in January 2015. Carolon will also provide assistance to the Company related to the transfer of the sales of the Sorbion Sachet
Products to the Company. The Carolon Agreement contains mutual indemnification obligations for the Company and Carolon.
As a result of the Company entering into the Carolon Agreement, the Company does not need to meet or exceed the minimum annual
purchase amount for the 2014 calendar year, and Sorbion shall have no rights with respect to such Minimum Purchase Failure for the 2014
calendar year, pursuant to the Sorbion Agreement.
Item 8.01
Other Events.
On September 23, 2013, the Company issued a press release announcing its long-term distribution agreement with Sorbion for the
distribution of sorbion sachet S, sorbion sana and new products with hydrokinetic fibers as primary dressings. A copy of that press release is
filed as Exhibit 99.1 to this Current Report on Form 8-K.
On September 26, 2013, the Company issued a press release announcing its agreement with Carolon for the acquisition of the rights
related to the distribution of the Sorbion Sachet Products. A copy of that press release is filed as Exhibit 99.2 to this Current Report on Form
8-K.
Item 9.01
(d)
Exhibit Number
99.1
99.2
Financial Statements and Exhibits.
Exhibits
Description
Press Release of Alliqua, Inc., dated September 23, 2013
Press Release of Alliqua, Inc., dated September 26, 2013
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ALLIQUA, INC.
Date: September 26, 2013
By: /s/ Brian Posner
Name: Brian Posner
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit Number
99.1
99.2
Description
Press Release of Alliqua, Inc., dated September 23, 2013
Press Release of Alliqua, Inc., dated September 26, 2013
Exhibit 99.1
Alliqua Signs Long-Term Distribution Agreement with sorbion for Hydroactive Wound Product Line with
Hydration Response Technology
Partnership To Be Officially Launched at SAWC in Las Vegas in September
Adds to Alliqua’s Suite of Advanced Wound Care Solutions
LANGHORNE, PA – September 23, 2013 – Alliqua, Inc. (OTCQB: ALQA) (“Alliqua” or “the Company”), a biomedical company offering a
suite of wound care solutions and drug delivery technologies, has signed a long-term agreement with sorbion GmbH & Co. KG (“sorbion”) to
distribute the sorbion sachet S, sorbion sana and new products with hydrokinetic fibers as primary dressings. sorbion hydroactive wound care
products will be distributed by Alliqua throughout all of the Americas. The new partnership will be officially launched at the Fall 2013
Symposium on Advanced Wound Care (“SAWC”), to be held September 26-29 in Las Vegas.
The sorbion sachet S and sorbion sana brands have been market leaders in the MMP (matrix metalloproteinase) modulator wound dressing
category in Germany and the U.K. for the past several years and were initially introduced into the U.S. marketplace three years ago. These
dressings are FDA-cleared and are reimbursable.
Intended for wound bed preparation, sorbion sachet S is indicated as a primary dressing for moderately to highly exudating wo unds such as
surgical wounds, venous leg ulcers and diabetic ulcers. It offers enhanced performance for the removal of slough, and toxins, locking in
bacteria and reducing odor. sorbion sachet S’s hydration response technology combines mechanically modified cellulose fibers with gelling
agents; the close interaction of the two components allows for active regulation of the wound climate.
Another form of wound treatment is possible with sorbion sana, which is indicated as a primary dressing. It maintains a wound climate which
supports healing and thus supports granulation by protecting tissue and offers a reduction of pain during dressing changes. sorbion sana
consists of an absorbent core with hydration response technology and a three-dimensional outer cover made of polyethylene. Selected materials
and an optimized manufacturing process allow the avoidance of glues and adhesives, making the sorbion dressings less likely to cause an
allergic reaction.
Olaf Ohm, Sales & Marketing Director, Global Operations of sorbion, said, “We are confident that Alliqua is the ideal partner to expand the
distribution of the sorbion family of wound care products across the Americas. Alliqua’s team has extensive wound care experience. sorbion’s
products, when taken together with Alliqua’s SilverSeal ® and Hydress ® products, comprise an ideal portfolio of wound care dressings from
which healthcare providers can choose to meet the best needs of the patient.”
Michael Stonner, Managing Director of sorbion, said, “Alliqua’s success in conveying the specific benefits of its own wound care products will
serve us well as our international partner. As Alliqua begins its distribution of sorbion sachet S, sorbion sana, and new products with
hydrokinetic fibers in the Americas, we expect the products’ sales and reputation to grow at an impressive rate.”
David Johnson, Chief Executive Officer of Alliqua, said, “This agreement is one example of how Alliqua is fulfulling its vision to build a suite
of technological solutions that will allow wound care practitioners to solve the challenges that are presented to them in both chronic and acute
wounds. sorbion’s products expand our suite of wound dressings and together, these products offer a broad range of solutions for practitioners
tasked with treating various wound types and conditions providing a favorable wound environment for healing . Overall, we expect the clinical
effectiveness of these products will contribute to their role as very cost-effective solutions for wound care specialists around the globe.”
About sorbion GmbH & Co. KG
sorbion GmbH & Co. KG is an owner-operated company based in Senden (Münsterland region, Westphalia, Germany) which specializes in the
development, production and sale of products for modern wound treatment. Since its foundation in 2001 by the Riesinger family, sorbion has
established itself as an internationally acknowledged provider of modern treatment solutions. Research and development has always been one
of the company group's main focuses and, with new products and technologies, it is central to the company's growth. Today, sorbion is
represented by sales and partner companies in 14 countries. For more information, please visit www.sorbion.com .
About Alliqua, Inc.
Alliqua, Inc. (ALQA) ("Alliqua") is a biopharmaceutical company focused on the development, manufacturing, and distribution of proprietary
transdermal wound care and drug delivery technologies. Alliqua's technology platform produces hydrogels, a 3-dimensional cross-linked
network of water soluble polymers capable of numerous chemical configurations.
Alliqua currently markets its new line of 510(k) FDA-approved hydrogel products for wound care under the SilverSeal ® brand. Alliqua's
electron beam production process, located at its 16,000 square foot GMP manufacturing facility in Langhorne, PA, allows Alliqua to develop
and custom manufacture a wide variety of hydrogels. Alliqua's hydrogels can be customized for various transdermal applications to address
market opportunities in the treatment of wounds as well as the delivery of numerous drugs or other agents for pharmaceutical and cosmetic
industries. Additionally, Alliqua's drug delivery platform, in combination with certain active pharmaceutical ingredients, can provide
pharmaceutical companies with a transdermal technology to enhance patient compliance and potentially extend the patent life of valuable drug
franchises.
For additional information, please visit http://www.alliqua.com . To receive future press releases via email, please visit
http://ir.stockpr.com/alliqua/email-alerts .
Legal Notice Regarding Forward-Looking Statements
This release contains forward-looking statements. Forward-looking statements are generally identifiable by the use of words like "may," "will,"
"should," "could," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these
words or comparable terminology. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements
are subject to numerous factors and uncertainties outside of the our control that can make such statements untrue, including, but not limited to,
inadequate capital, adverse economic conditions, intense competition, lack of meaningful research results, entry of new competitors and
products, adverse federal, state and local government regulation, termination of contracts or agreements, technological obsolescence of our
products, technical problems with our research and products, price increases for supplies and components, inability to carry out research,
development and commercialization plans, loss or retirement of key executives and research scientists and other specific risks. We currently
have no commercial products intended to diagnose, treat, prevent or cure any disease. The statements contained in this press release regarding
our ongoing research and development and the results attained by us to-date have not been evaluated by the Food and Drug Administration.
There can be no assurance that further research and development, and/or whether clinical trial results, if any, will validate and support the
results of our preliminary research and studies. Further, there can be no assurance that the necessary regulatory approvals will be obtained or
that we will be able to develop new products on the basis of our technologies. In addition, other factors that could cause actual results to differ
materially are discussed in our Annual Report on Form 10-K/A filed with the SEC on May 16, 2013, and our most recent Form 10-Q filings
with the SEC. Investors and security holders are urged to read these documents free of charge on the SEC's web site at http://www.sec.gov .
We undertake no obligation to publicly update or revise our forward-looking statements as a result of new information, future events or
otherwise.
Contacts for Alliqua, Inc.
Brian Posner
Chief Financial Officer
+1(215)702-8550
[email protected]
Investor Relations:
Dian Griesel Inc.
Cheryl Schneider
+1(212)825-3210
[email protected]
Public Relations:
Dian Griesel Inc.
Susan Forman or Laura Radocaj
+1(212)825-3210
[email protected]
[email protected]
Exhibit 99.2
ALLIQUA BECOMES EXCLUSIVE DISTRIBUTOR OF SORBION-BRANDED WOUND PRODUCTS IN THE AMERICAS
THROUGH AGREEMENT WITH CAROLON
Gains Access To Distribution Network, Customers and Sales Force and Complements Previously Announced sorbion Agreement
LANGHORNE, PA—September 26, 2013 – Alliqua Inc. (OTCQB: ALQA) (“Alliqua” or “the Company”), a biomedical company offering a
suite of drug delivery technologies and wound healing solutions, has entered into an agreement with Carolon Health Care Products through
which it will gain both new sales distribution pathways and established customers. As previously announced, Alliqua has also entered into an
agreement to become a sales and distribution agent in the Americas for Europe’s wound-healing sorbion GmbH & Co. KG (“sorbion”) branded
product line, including sorbion’s sachet S wound products that Carolon has been selling. Access to the distribution network, customers and
sales force provided by the Carolon agreement will be leveraged to sell the sorbion products as well as the Company’s hydrogel product line,
which is sold under the SilverSeal ® and Hydress ® brands.
Highlights:
● Alliqua becomes exclusive sales agent of sorbion-branded products in the Americas
● Gains access to Carolon’s established distribution relationships with major wholesalers and healthcare facilities in the wound healing
industry
● Obtains contract opportunities with experienced wound-sales force, thereby adding strength and reach to Alliqua’s existing team
● Sales force may now also represent and sell Alliqua’s 510(k) FDA-approved hydrogel products for wound care (marketed under the
SilverSeal and Hydress brands) through the expanded distribution channels
● Alliqua significantly enhances potential sales footprint for future product line acquisitions and partnerships
Expressing his enthusiasm for these new agreements, David Johnson, Chief Executive Officer of Alliqua, said, “This deal with Carolon, which
comes at the heels of our recently announced distribution agreement with sorbion, gives Alliqua a terrific boost for launching sorbion sana into
the U.S. market, while we take over the sales of sorbion sachet S, immediately. Our existing sales capacity for our hydrogel products is now
significantly expanded as well.”
Johnson further elaborated: “With an already established list of sorbion customers obtained via this Carolon agreement, obtaining exclusive
rights in the U.S. to other sorbion products became the next logical step in our plan to unfold a dynamic sales and distribution network in the
Americas for wound care products. Every step of the way, we are committed to excellence, a seamless transition for current and future
customers, excellent customer service and growth, and to offering quality-established as well as new and exciting products.”
Larry Reid, President of Carolon, stated, “We are looking forward to transitioning the sorbion product line to Alliqua as we are confident that
they will build upon the foundation we have created. Carolon is actively engaged in extensive research and development involving compression
technology. This agreement provides the opportunity for Carolon to concentrate on its core competencies, marketing, manufacturing and
introducing new advanced compression products.”
About Carolon
Headquartered in North Carolina, Carolon is a privately held company manufacturing an innovative line of vascular medical compression
products. For more information, please visit http://www.carolon.com .
About sorbion GmbH & Co. KG
sorbion GmbH & Co. KG is an owner-operated company based in Senden (Münsterland region, Westphalia, Germany) which specializes in the
development, production and sale of products for modern wound treatment. Since its foundation in 2001 by the Riesinger family, sorbion has
established itself as an internationally acknowledged provider of modern treatment solutions. Research and development has always been one
of the company group's main focuses and, with new products and technologies, it is central to the company's growth. Today, sorbion is
represented by sales and partner companies in 14 countries. For more information, please visit www.sorbion.com .
About Alliqua, Inc.
Alliqua, Inc. (ALQA) ("Alliqua") is a biopharmaceutical company focused on the development, manufacturing, and distribution of proprietary
transdermal wound care and drug delivery technologies. Alliqua's technology platform produces hydrogels, a 3-dimensional cross-linked
network of water soluble polymers capable of numerous chemical configurations.
Alliqua currently markets its new line of 510(k) FDA-approved hydrogel products for wound care under the SilverSeal ® brand. Alliqua's
electron beam production process, located at its 16,000 square foot GMP manufacturing facility in Langhorne, PA, allows Alliqua to develop
and custom manufacture a wide variety of hydrogels. Alliqua's hydrogels can be customized for various transdermal applications to address
market opportunities in the treatment of wounds as well as the delivery of numerous drugs or other agents for pharmaceutical and cosmetic
industries. Additionally, Alliqua's drug delivery platform, in combination with certain active pharmaceutical ingredients, can provide
pharmaceutical companies with a transdermal technology to enhance patient compliance and potentially extend the patent life of valuable drug
franchises.
For additional information, please visit http://www.alliqua.com . To receive future press releases via email, please visit
http://ir.stockpr.com/alliqua/email-alerts .
Any statements contained in this press release regarding our ongoing research and development and the results attained by us to-date have not
been evaluated by the Food and Drug Administration.
Legal Notice Regarding Forward-Looking Statements
This release contains forward-looking statements. Forward-looking statements are generally identifiable by the use of words like "may," "will,"
"should," "could," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these
words or comparable terminology. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements
are subject to numerous factors and uncertainties outside of the our control that can make such statements untrue, including, but not limited to,
inadequate capital, adverse economic conditions, intense competition, lack of meaningful research results, entry of new competitors and
products, adverse federal, state and local government regulation, termination of contracts or agreements, technological obsolescence of our
products, technical problems with our research and products, price increases for supplies and components, inability to carry out research,
development and commercialization plans, loss or retirement of key executives and research scientists and other specific risks. We currently
have no commercial products intended to diagnose, treat, prevent or cure any disease. The statements contained in this press release regarding
our ongoing research and development and the results attained by us to-date have not been evaluated by the Food and Drug Administration.
There can be no assurance that further research and development, and/or whether clinical trial results, if any, will validate and support the
results of our preliminary research and studies. Further, there can be no assurance that the necessary regulatory approvals will be obtained or
that we will be able to develop new products on the basis of our technologies. In addition, other factors that could cause actual results to differ
materially are discussed in our Annual Report on Form 10-K/A filed with the SEC on May 16, 2013, and our most recent Form 10-Q filings
with the SEC. Investors and security holders are urged to read these documents free of charge on the SEC's web site at http://www.sec.gov .
We undertake no obligation to publicly update or revise our forward-looking statements as a result of new information, future events or
otherwise.
Contact:
Brian M. Posner
Chief Financial Officer
+1(215) 702-8550
[email protected]
Investor Relations:
Dian Griesel Inc.
Cheryl Schneider
+1(212)825-3210
[email protected]
Public Relations:
Dian Griesel Inc.
Susan Forman or Laura Radocaj
+1(212)825-3210
[email protected]
[email protected]