According to the Complaint, Alliqua BioMedical, Inc. is a provider of wound care solutions. The Company operates in commercial wound care segment, which consists of approximately five product categories, such as Wound Bed Preparation & Stimulation; Human Biologics; Antimicrobial Protection; Exudate Management, and Contract Manufacturing. Alliqua has a suite of wound care solutions that enable surgeons, clinicians, and wound care practitioners to address the challenges in chronic and acute wounds. The Company has built its portfolio through its hydrogel technology platform, targeted acquisitions, and through licensing and distribution agreements. Alliqua’s contract manufacturing business provides custom hydrogels to the original equipment manufacturer (OEM) market.
On January 5, 2018, Alliqua issued a press release announcing that it had entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among the Company and Celularity Inc.
The Complaint alleges that on January 29, 2018, in order to convince Alliqua stockholders to vote in favor of the Proposed Transaction, Defendants authorized the filing of a materially incomplete and misleading Preliminary Proxy Statement on a Schedule 14A (the “Proxy”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act. The Complaint alleges that in particular, the Proxy contains materially incomplete and misleading information concerning: (i) the valuation analyses conducted by the Company’s financial advisor, Cowen and Company, LLC (“Cowen”); and (ii) the background process leading up to the Proposed Transaction.
This case was dismissed as moot on April 4, 2018.