Alliqua BioMedical, Inc. Sample Contracts

Adynxx, Inc. – COMMON STOCK PURCHASE WARRANT ADYNXX, INC. (October 11th, 2019)

THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ISSUE DATE] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on , 20241 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adynxx, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Adynxx, Inc. – PRE-FUNDED COMMON STOCK PURCHASE WARRANT (October 11th, 2019)

THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ISSUE DATE] (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adynxx, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Adynxx, Inc. – John T. McKenna jmckenna@cooley.com October 11, 2019 Adynxx, Inc. (October 11th, 2019)
Adynxx, Inc. – PRE-FUNDED COMMON STOCK PURCHASE WARRANT ADYNXX, INC. (August 22nd, 2019)

THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ISSUE DATE] (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adynxx, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Adynxx, Inc. – LOAN AND SECURITY AGREEMENT (August 22nd, 2019)

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of November 24, 2015 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and ADYNXX, INC., a Delaware corporation with an office at 731 Market Street, Suite 420, San Francisco, California 94103 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

Adynxx, Inc. – THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRAN (August 14th, 2019)

THIS CONVERTIBLE PROMISSORY NOTE AND ALL PAYMENT AND ENFORCEMENT PROVISIONS HEREIN ARE UNSECURED OBLIGATIONS OF THE COMPANY AND SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF MARCH 29, 2018, BY AND AMONG THE HOLDER (AS DEFINED HEREIN) AND OXFORD FINANCE LLC (THE “SUBORDINATION AGREEMENT”). IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS CONVERTIBLE PROMISSORY NOTE AND THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL CONTROL.

Adynxx, Inc. – Indemnity Agreement (August 14th, 2019)

This Indemnity Agreement (the “Agreement”) is made and entered into as of , 20 , between Adynxx, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

Adynxx, Inc. – SUBLEASE (August 14th, 2019)

THIS SUBLEASE (this “Sublease”) is made and entered as of this 8th day of February, 2016 (the “Effective Date”) by and between REC AMERICAS LLC, a Delaware limited liability company (“Sublandlord”), and ADYNXX, INC., a Delaware corporation (“Subtenant”).

Adynxx, Inc. – ASSET CONTRIBUTION AND SEPARATION AGREEMENT by and between ALLIQUA BIOMEDICAL, INC. and ACQUAMED TECHNOLOGIES, INC. Dated as of May 3, 2019 ASSET CONTRIBUTION AND SEPARATION AGREEMENT (July 25th, 2019)

THIS ASSET CONTRIBUTION AND SEPARATION AGREEMENT (this “Agreement”) is entered into as of May 3, 2019, by and among: Alliqua BioMedical, Inc., a Delaware corporation (“Alliqua”), and AquaMed Technologies, Inc., a Delaware corporation (“AquaMed”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Adynxx, Inc. – Unaudited Pro Forma Financial Information (June 10th, 2019)

The following unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting under U.S. GAAP and gives effect to the merger transaction between Alliqua BioMedical, Inc. and Private Adynxx. The merger will be treated by Alliqua as a reverse merger and recapitalization effected by a share exchange for financial accounting and reporting purposes. The notes below titled “Adynxx Transactions” and “Distribution of Cash” provide additional information regarding this transaction. The pro forma condensed combined financial statements give effect to the spin-off of Alliqua’s wholly owned subsidiary, AquaMed Technologies, Inc. (“AquaMed”), engaged in the custom hydrogel manufacturing business, in the form of a pro rata distribution of the common equity of the subsidiary to Alliqua’s stockholders, or the Spin-off Transaction, see note below titled “Planned Spin-Off.” Since Alliqua will be deemed to have no operations upon consummation of the Sp

Adynxx, Inc. – Adynxx, Inc. Index to Financial Statements (June 10th, 2019)

We have audited the accompanying balance sheets of Adynxx, Inc. (the “Company”) as of December 31, 2017 and 2018, the related statements of operations, redeemable convertible preferred stock and stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Alliqua BioMedical, Inc. – CERTIFICATE OF AMENDMENT TO THE AMENDED CERTIFICATE OF INCORPORATION OF ALLIQUA BIOMEDICAL, INC. (May 9th, 2019)

Alliqua BioMedical, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that:

Alliqua BioMedical, Inc. – Adynxx, Inc. 2010 Equity Incentive Plan (May 9th, 2019)
Alliqua BioMedical, Inc. – January 4, 2012 Donald Manning, M.D., Ph.D. Bloomsbury, New Jersey 08804 Dear Don: (May 9th, 2019)

I am pleased to offer you the position of Chief Medical Officer of Adynxx, Inc. (“Adynxx” or the “Company”) effective as of January 16, 2012 (the “Effective Date”). This offer letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with the Company.

Alliqua BioMedical, Inc. – Adynxx, Inc. Receives Nasdaq Notice of Delisting or Failure to Satisfy an Initial Listing Rule or Standard (May 9th, 2019)

SAN FRANCISCO, May 9, 2019 (GLOBE NEWSWIRE) -- Adynxx, Inc. (Nasdaq:ADYX), a clinical-stage biopharmaceutical company leading the development of transcription factor decoy technology and first-in-class therapeutics for the treatment of pain and inflammatory diseases, today announced that it received a Staff Delisting Determination Letter from The Nasdaq Stock Market, LLC on May 6, 2019 setting forth a determination to delist Adynxx’s common stock from The Nasdaq Capital Market as a result of Adynxx’s failure to satisfy Nasdaq Listing Rule 5505(a)(3), which requires a minimum of 300 round lot holders, and Nasdaq Listing Rule 5505(b)(1)(A), which requires a minimum of $5 million in stockholders’ equity.

Alliqua BioMedical, Inc. – October 15, 2010 Rick Orr San Francisco, CA 94118 Dear Rick: (May 9th, 2019)

I am pleased to offer you the position of Chief Executive Officer of Adynxx, Inc. (“Adynxx” or the “Company”) effective as of the date of and conditioned upon the initial closing of a Qualified Financing (as defined below) with gross cash proceeds (excluding the conversion of any promissory notes outstanding as of the date hereof) to the Company of at least $4,000,000 (the ‘‘Initial Closing”). As used herein, a “Qualified Financing” shall mean a preferred stock financing of the Company with the principal purpose of raising capital, pursuant to which the Company agrees to issue shares of its Series A Convertible Preferred Stock resulting in gross cash proceeds of at least $12,000,000 in a single transaction; provided, however, that a ‘‘single transaction” shall include a transaction that contemplates multiple or tranched closings. In the event of multiple or tranched closings, the ‘‘Final Closing” shall mean the closing that results in aggregate gross cash proceeds to the Company (inclu

Alliqua BioMedical, Inc. – AMENDED AND RESTATED SECURED PROMISSORY NOTE (May 9th, 2019)

FOR VALUE RECEIVED, the undersigned, ADYNXX, INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 9411, which will be re-named ADYNXX SUB, INC. effective immediately following consummation of the Alliqua Merger and ALLIQUA BIOMEDICAL, INC., a Delaware corporation with offices located at 2150 Cabot Blvd., West, Suite B, Langhorne, PA 19047, which will be re-named ADYNXX, INC. effective immediately following consummation of the Merger (individually and collectively, jointly and severally, “Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the principal amount of [___] DOLLARS ($[___]) or such lesser amount as shall equal the outstanding principal balance of the Term [__] Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term [__] Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated November 24, 2015, by and among Borrower, Lender, Oxford F

Alliqua BioMedical, Inc. – ADYNXX, INC. STOCK OPTION GRANT NOTICE (2010 EQUITY INCENTIVE PLAN) (May 9th, 2019)

Adynxx, Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.

Alliqua BioMedical, Inc. – September 1, 2011 Julien Mamet, Ph.D. San Francisco, CA 94109 Dear Julien: (May 9th, 2019)

I am pleased to offer you the position of Chief Scientific Officer of Adynxx, Inc. (“Adynxx” or the “Company”) effective as of December 8, 2010 (the “Effective Date”). This offer letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with the Company.

Alliqua BioMedical, Inc. – Contract (May 9th, 2019)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Alliqua BioMedical, Inc. – CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ALLIQUA BIOMEDICAL, INC. (May 9th, 2019)

Alliqua BioMedical, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

Alliqua BioMedical, Inc. – LOAN AND SECURITY AGREEMENT (May 9th, 2019)

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of November 24, 2015 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and ADYNXX, INC., a Delaware corporation with an office at 731 Market Street, Suite 420, San Francisco, California 94103 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

Alliqua BioMedical, Inc. – AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (April 12th, 2019)

This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”) is made as of April 11, 2019, by and among Alliqua BioMedical, Inc., a Delaware corporation (“Parent”), Embark Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Adynxx, Inc., a Delaware corporation (“Company”). Parent, Merger Sub and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement (defined below).

Alliqua BioMedical, Inc. – Alliqua Biomedical Declares Contingent Special Dividend of $1.05 per Share and Announces Record Date for the Contingent Special Dividend and the Spin-Off of Contract Manufacturing Business (April 12th, 2019)

LANGHORNE, Pa., April 11, 2019 (GLOBE NEWSWIRE) -- Alliqua BioMedical, Inc. (Nasdaq: ALQA) announced today that its Board of Directors has declared a special cash dividend of $1.05 for each share of common stock outstanding as of the close of business on April 22, 2019 (the “Record Date”), subject to the conditions described below (the “Special Dividend”). Alliqua also announced that its Board of Directors has set the Record Date as the record date for determining stockholders entitled to receive shares of AquaMed Technologies, Inc. (“AquaMed”), which is currently a wholly-owned subsidiary of Alliqua that develops, manufactures and markets high water content, electron beam cross-linked aqueous polymer sheet hydrogel products into a new, publicly traded company, in connection with Alliqua’s spin-off of AquaMed (the “Distribution”).

Alliqua BioMedical, Inc. – ADYNXX ANNOUNCES NOTICE OF AWARD FOR $5.7M IN FEDERAL GRANT FUNDING Award intended to fund Phase 2 study of brivoligide in patients undergoing mastectomy (December 13th, 2018)

SAN FRANCISCO, Calif., December 13, 2018 -- Adynxx, Inc., a clinical-stage biotechnology company focused on developing transformative therapies for pain and inflammatory diseases, today announced receipt of Notice of Award from the National Institute on Drug Abuse (NIDA), part of the National Institutes of Health (NIH), for an award to support the clinical development of the company’s lead product candidate, brivoligide injection (brivoligide) for postoperative pain.

Alliqua BioMedical, Inc. – AGREEMENT AND PLAN OF MERGER by and among AQUAMED TECHNOLOGIES, INC. AQ TOP, LLC and TO PHARMACEUTICALS, LLC Dated as of November 27, 2018 (November 28th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 27, 2018, by and among AquaMed Technologies, Inc., a Delaware corporation (“Parent”), AQ TOP, LLC, a Delaware limited liability company and wholly owned subsidiary of the Parent (“Merger Sub”), and TO Pharmaceuticals LLC, a Delaware limited liability company (the “Company”). Capitalized terms not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Exhibit A.

Alliqua BioMedical, Inc. – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (November 13th, 2018)

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”) is made as of November 7, 2018, by and among Alliqua BioMedical, Inc., a Delaware corporation (“Parent”), Embark Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Adynxx, Inc., a Delaware corporation (“Company”). Parent, Merger Sub and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement (defined below).

Alliqua BioMedical, Inc. – VOTING AGREEMENT (October 12th, 2018)

This VOTING AGREEMENT (this “Agreement”) is entered into as of October 11, 2018, between Adynxx, Inc., a Delaware corporation (“Company”), and the undersigned (the “Stockholder”).

Alliqua BioMedical, Inc. – VOTING AGREEMENT (October 12th, 2018)

This VOTING AGREEMENT (this “Agreement”) is entered into as of October 11, 2018, between Alliqua Biomedical Inc., a Delaware corporation (“Parent”) and the undersigned (the “Stockholder”).

Alliqua BioMedical, Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG ALLIQUA BIOMEDICAL, INC., EMBARK MERGER SUB INC., AND ADYNXX, INC., Dated as of October 11, 2018 (October 12th, 2018)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of October 11, 2018 (this “Agreement”), by and among ALLIQUA BIOMEDICAL, INC. a Delaware corporation (“Parent”), EMBARK MERGER SUB INC., a Delaware corporation (“Merger Sub”) and ADYNXX, INC., a Delaware corporation (“Company”). Parent, Merger Sub and Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.

Alliqua BioMedical, Inc. – GENERAL RELEASE AND SEVERANCE AGREEMENT (May 11th, 2018)

This General Release and Severance Agreement (the “Agreement”), dated as of May 7, 2018, is made and entered into by and between Nino Pionati and Alliqua Biomedical, Inc. (“Alliqua”).

Alliqua BioMedical, Inc. – GENERAL RELEASE AND SEVERANCE AGREEMENT (May 11th, 2018)

This General Release and Severance Agreement (the “Agreement”), dated as of May 7, 2018, is made and entered into by and between Bradford Barton and Alliqua Biomedical, Inc. (“Alliqua”).

Alliqua BioMedical, Inc. – GENERAL RELEASE AND SEVERANCE AGREEMENT (March 15th, 2018)

This General Release and Severance Agreement (the “Agreement”), dated as of March 15, 2018, is made and entered into by and between Brian Posner and Alliqua Biomedical, Inc. (“Alliqua”).

Alliqua BioMedical, Inc. – AMENDMENT AGREEMENT (March 15th, 2018)

This AMENDMENT AGREEMENT, dated as of March 13, 2018 (this “Agreement”), is made by and among ALLIQUA BIOMEDICAL, INC., a Delaware corporation (the “Borrower”), AQUAMED TECHNOLOGIES, INC., a Delaware corporation (the “Guarantor”; each of the Borrower and the Guarantor also is referred to herein individually as an “Obligor” and collectively as the “Obligors”), and PERCEPTIVE CREDIT HOLDINGS, LP, a Delaware limited partnership (the “Lender”). Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement (defined below).

Alliqua BioMedical, Inc. – FORBEARANCE AND AMENDMENT AGREEMENT (February 9th, 2018)

This FORBEARANCE AND AMENDMENT AGREEMENT, dated as of February 5, 2018 (this “Agreement”), is made by and among ALLIQUA BIOMEDICAL, INC., a Delaware corporation (the “Borrower”), AQUAMED TECHNOLOGIES, INC., a Delaware corporation (the “Guarantor”; the Borrower and the Guarantor are each also referred to herein individually as a “Loan Party” and collectively as the “Loan Parties”) and PERCEPTIVE CREDIT HOLDINGS, LP, a Delaware limited partnership (the “Lender”). Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement (defined below).