Adynxx, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-12-17: Form 8-K; Period of report 2019-12-11; Description 3.02 Unregistered Sales of Equity Securities; Details 3.02.
- 2019-11-14: Form 8-K; Period of report 2019-11-12; Description 2.02 Results of Operations and Financial Condition; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; Details 2.02.
- 2019-10-02: Form 8-K; Period of report 2019-10-02; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2019-08-14: Form 8-K; Period of report 2019-08-14; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-12-17 | 8-K | 2019-12-11 | 3.02 Unregistered Sales of Equity Securities | 3.02 In November 2019 and December 2019, we issued $450,000 aggregate principal amount of convertible promissory notes, or the Notes, to entities affiliated with Domain Associates LLC, one of our significant stockholders, for $450,000 in cash proceeds. | adyn20191216_8k.htm |
| 2019-11-14 | 8-K | 2019-11-12 | 2.02 Results of Operations and Financial Condition; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 2.02 On November 14, 2019, Adynxx, Inc. announced its financial results for the quarter ended September 30, 2019. 4.02 On November 14, 2019, we filed an amendment to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, as filed with the Securities and Exchange Commission on August 14, 2019, on Form 10-Q/A. The Form 10-Q/A was filed to correct an inadvertent error in our consolidated statements of operations for the three and six months ended June 30, 2019 and 2018 that was identified by management following the filing of the original Quarterly Report on Form 10-Q, during the course of our review of our weighted average shares outstanding. | adyn20191112_8k.htm |
| 2019-10-02 | 8-K | 2019-10-02 | 7.01 Regulation FD Disclosure | 7.01 On October 2, 2019, Adynxx, Inc. announced the receipt of a Notice of Award from the National Institute on Neurological Disease and Stroke, part of the National Institutes of Health. | adyn20190926_8k.htm |
| 2019-08-14 | 8-K | 2019-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2019, Adynxx, Inc. announced its financial results for the quarter ended June 30, 2019. | adyn20190813_8k.htm |
| 2019-08-01 | 8-K | 2019-07-29 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities | 3.01 Adynxx, Inc. previously announced on June 12, 2019 that (1) trading on our common stock on The Nasdaq Capital Market would be suspended effective upon the open of trading on June 13, 2019, and (2) the Nasdaq Stock Market LLC, or Nasdaq, intends to file a Form 25 “Notification of Delisting,” or the Form 25, with the Securities and Exchange Commission, or the SEC, after all applicable Nasdaq review and appeal periods have lapsed, which will result in our common stock being formally delisted from Nasdaq. 3.02 From May 2019 to July 2019, we issued $1.1 million aggregate principal amount of convertible promissory notes, or the Notes, to entities affiliated with Domain Associates LLC. | adyn20190801_8k.htm |
| 2019-07-22 | 8-K | 2019-07-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 16, 2019, Pierre Legault provided Adynxx, Inc. with notice of his resignation from our board of directors, or the Board, effective July 19, 2019. | adyn20190721_8k.htm |
| 2019-06-26 | 8-K | 2019-06-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On June 21, 2019, Adynxx, Inc. completed the distribution of all outstanding shares of AquaMed Technologies, Inc., a wholly-owned subsidiary of Adynxx, Inc. (formerly Alliqua BioMedical, Inc.), previously announced by the board of directors of Alliqua BioMedical, Inc. on April 11, 2018. 7.01 On June 26, 2019, Adynxx will post a letter to our shareholders to the investor relations section of our website at ir.adynxx.com from Rick Orr, our President and Chief Executive Officer, providing a business update. | adyn20190623_8k.htm |
| 2019-06-17 | 8-K | 2019-06-11 | 1.02 Termination of a Material Definitive Agreement | 1.02 In November 2018, the board of directors of Alliqua BioMedical, Inc., or Alliqua, the predecessor company to Adynxx, Inc., or Adynxx, unanimously approved a plan to separate its custom hydrogel and contract manufacturing business from Alliqua by distributing all of the shares of common stock of AquaMed Technologies, Inc., a wholly-owned subsidiary of Alliqua, or AquaMed, on a pro rata basis to the record holders of Alliqua common stock, or the Distribution. | adyn20190614_8k.htm |
| 2019-06-12 | 8-K | 2019-06-11 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 Adynxx, Inc. previously announced on May 9, 2019 the receipt of a letter, or the Notice, from the Nasdaq Stock Market LLC, or Nasdaq, indicating that we do not meet the requirements to (1) maintain a minimum stockholders’ equity of $5.0 million, as set forth in Nasdaq Listing Rule 5505(b)(1)(A), and (2) have a minimum of 300 round lot shareholders, as set forth in Nasdaq Listing Rule 5505(a)(3). | adyn20190611_8k.htm |
| 2019-06-10 | 8-K/A | 2019-05-03 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial statements of businesses acquired. | adyn20190606_8ka.htm |
| 2019-05-31 | 8-K | 2019-05-29 | 4.01 Changes in Registrant's Certifying Accountant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 4.01 (a) On May 31, 2019, the Audit Committee of the Board of Directors, or the Audit Committee, of Adynxx, Inc. confirmed the resignation of Marcum LLP as our independent registered public accounting firm, effective as of May 29, 2019. 5.02 On May 29, 2019, our board of directors appointed Rick Orr, our Chief Executive Officer, as our Principal Executive and Financial Officer and Dina Gonzalez, our Controller, as our Principal Accounting Officer. | adyn20190531_8k.htm |
| 2019-05-09 | 8-K | 2019-05-03 | 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On May 3, 2019, Adynxx, Inc., formerly known as “Alliqua Biomedical, Inc.,” completed a business combination with privately-held “Adynxx, Inc.,” or Private Adynxx, in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of October 11, 2018, as amended and supplemented from time to time, or the Merger Agreement, by and among us, Embark Merger Sub, Inc., or the Merger Sub, and Private Adynxx, pursuant to which Merger Sub merged with and into Private Adynxx, with Private Adynxx surviving as a wholly-owned subsidiary of the re-named Adynxx, Inc. which is referred to herein as the Merger. 2.03 On November 24, 2015, Private Adynxx entered into a Loan and Security Agreement, or the Loan Agreement, as amended from time to time, by and among Private Adynxx, and Oxford Finance LLC, or Oxford, pursuant to which Oxford agreed to lend Private Adynxx up to $10.0 million principal amount. 3.01 On May 6, 2019, we received a letter, or the Notice, from the Nasdaq Stock Market LLC, or Nasdaq, indicating that we do not meet the requirements to (1) maintain a minimum stockholders’ equity of $5.0 million, as set forth in Nasdaq Listing Rule 5505(b)(1)(A), and (2) have a minimum of 300 round lot shareholders, as set forth in Nasdaq Listing Rule 5505(a)(3). 3.02 Pursuant to the Merger Agreement, we issued 4,975,548 shares of common stock on May 3, 2019. 3.03 The information set forth in Item 2.03 of this Current Report on Form 8-K regarding the Loan Agreement is incorporated by reference into this Item 5.01. 5.01 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 On May 3, 2019, in accordance with the Merger Agreement, immediately prior to the Effective Time, the Prior Directors resigned from our board of directors and he respective committees of the board of directors on which they served, which resignations were not the result of any disagreements with us relating to our operations, policies or practices. 5.03 At the special meeting of our stockholders held on March 8, 2019, or the Special Meeting, our stockholders approved the amendment to our certificate of incorporation to effect a reverse stock split of our common stock within a range of 1-for-2 to 1-for-20, or the Reverse Stock Split Proposal. | adyn20190508_8k.htm |
| 2019-04-12 | 8-K | 2019-04-11 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 As previously announced, on October 11, 2018, Alliqua BioMedical, Inc. (the “Company”), Embark Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Adynxx, Inc., a privately-held Delaware corporation (“Adynxx”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Adynxx, with Adynxx becoming a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). 8.01 On April 11, 2019, the Company issued a press release announcing that its board of directors has (i) declared a conditional special cash dividend (the “Special Dividend”) of $1.05 for each share of common stock outstanding as of the close of business on April 22, 2019 (the “Record Date”) and (ii) 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 the Company 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 the Company’s spin-off of AquaMed (the “Distribution”). | tv518790_8k.htm |
| 2019-04-09 | 8-K | 2019-04-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective as of April 5, 2019, the Board of Directors of Alliqua BioMedical, Inc. (the “Company”) appointed Mr. David Johnson, the Company’s Chief Executive Officer, to serve as its principal financial officer, effective immediately. | tv518529_8k.htm |
| 2019-03-14 | 8-K | 2019-03-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 13, 2019, Joseph Warusz delivered his resignation as Chief Financial Officer of Alliqua Biomedical, Inc. (the “Company”), effective March 18, 2019. | tv516259_8-k.htm |
| 2019-03-11 | 8-K | 2019-03-08 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On March 8, 2019, Alliqua BioMedical, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). | tv515975_8k.htm |
| 2019-01-03 | 8-K | 2019-01-03 | 8.01 Other Events | 8.01 On January 3, 2019, Alliqua BioMedical, Inc. (the “Company”) issued a letter to its shareholders from David I. Johnson, its Chief Executive Officer, describing certain business updates. | tv510247_8k.htm |