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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 0.2 | 05/31/2012 | A | 5,000,000 (7) | (8) | 05/31/2022 | Common Stock | 5,000,000 | $ 0 | 5,000,000 | I | See Footnotes (1) (2) (3) (4) | |||
| Stock Option (right to buy) | $ 0.2 | 05/31/2012 | A | 500,000 (9) | (8) | 05/31/2022 | Common Stock | 500,000 | $ 0 | 500,000 | I | See Footnotes (1) (2) (3) (4) | |||
| Common Stock Warrants (right to buy) | $ 0.097 | 06/28/2013 | A | 617,284 | 06/28/2013 | 06/28/2018 | Common Stock | 617,284 | (6) | 617,284 | I | See Footnotes (1) (2) (3) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Harborview Value Master Fund, L.P. 850 THIRD AVENUE, SUITE 1801 NEW YORK, NY 10022 |
X | X | - | |
| Harborview Capital Management, LLC 850 THIRD AVENUE, SUITE 1801 NEW YORK, NY 10022 |
X | X | ||
| ROSENBLUM RICHARD 850 THIRD AVENUE, SUITE 1801 NEW YORK, NY 10022 |
X | X | ||
| STEFANSKY DAVID 850 THIRD AVENUE, SUITE 1801 NEW YORK, NY 10022 |
X | X | ||
| HARBORVIEW VALUE MASTER FUND, L.P., By: Harborview Advisors, LLC, Its: General Partner, By: /s/ David Stefansky, Name: David Stefansky, Title: Managing Member | 07/03/2013 | |
| **Signature of Reporting Person | Date | |
| HARBORVIEW ADVISORS, LLC, By: /s/ David Stefansky, Name: David Stefansky, Title: Managing Member | 07/03/2013 | |
| **Signature of Reporting Person | Date | |
| HARBORVIEW CAPITAL MANAGEMENT, LLC, By: /s/ David Stefansky, Name: David Stefansky, Title: Managing Member | 07/03/2013 | |
| **Signature of Reporting Person | Date | |
| RICHARD ROSENBLUM, /s/ Richard Rosenblum, Name: Richard Rosenblum | 07/03/2013 | |
| **Signature of Reporting Person | Date | |
| DAVID STEFANSKY, /s/ David Stefansky, Name: David Stefansky | 07/03/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This statement is jointly filed by and on behalf of each of Harborview Value Master Fund, L.P. ("Harborview Value Fund"), Harborview Advisors, LLC ("Harborview Advisors"), Harborview Capital Management, LLC ("Harborview Management"), Richard Rosenblum and David Stefansky. Harborview Value Fund, Harborview Management and Messrs. Rosenblum and Stefansky are the record and direct beneficial owners of the securities covered by this statement. Harborview Advisors is the general partner of, and may be deemed to beneficially own securities owned by, Harborview Value Fund. Messrs. Rosenblum and Stefansky are the managing members of, and may be deemed to beneficially own securities owned by, each of Harborview Advisors and Harborview Management. |
| (2) | Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. |
| (3) | Each reporting person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. |
| (4) | Includes, prior to the acquisitions reported on this Form 4, (a) 14,227,394 shares of common stock directly beneficially owned by Harborview Value Fund, (b) 310,000 shares of common stock directly beneficially owned by Harborview Management, (c) 4,028,571 shares of common stock directly beneficially owned by Mr. Rosenblum, (d) 617,284 shares of common stock owned by The Corbran, LLC, an entity controlled by Mr. Rosenblum, and (d) 7,931,047 shares of common stock directly beneficially owned by Mr. Stefansky. |
| (5) | On June 28, 2013, in consideration of a consulting agreement entered into between the Issuer and Mr. Rosenblum in connection with a separation and release agreement between the Issuer and Mr. Rosenblum that terminated Mr. Rosenblum's employment agreement with the Issuer, the Issuer, among other things, issued to Mr. Rosenblum 8,144,719 shares of common stock. |
| (6) | Mr. Stefansky purchased, as part of a private placement transaction on June 28, 2013, 617,284 units at a price per unit of $0.081, with each unit consisting of 1 share of common stock and a warrant to purchase 1 share of common stock at an exercise price of $0.097 per share. |
| (7) | Represents stock option to purchase 5,000,000 shares of common stock granted to and accepted by Mr. Stefansky on May 31, 2012 pursuant to the Alliqua, Inc. 2011 Long-Term Incentive Plan, pursuant to Mr. Stefansky's employment agreement with the Issuer. |
| (8) | The option vests in three equal annual installments beginning on May 31, 2013. |
| (9) | Represents stock option to purchase 500,000 shares of common stock granted outside of the Issuer's stock option plans, granted to and accepted by Mr. Stefansky on May 31, 2012, pursuant to Mr. Stefansky's employment agreement with the Issuer. |