12.

Subsequent Event

On May 7, 2018, the Company closed the APA with Celularity pursuant to which the Company sold substantially all of its assets to Celularity, including certain assets comprising its MIST, Biovance and Interfyl product lines. As consideration under the APA, Celularity paid the Company $29 million in cash. No debt or significant liabilities were assumed by Celularity associated with the APA. Under the terms of the APA, the Company will retain certain specified assets which include, cash, accounts receivable, and the Company’s hydrogel contract manufacturing business, including its SilverSeal and Hydress product lines.

The following proforma summary information reflects the Company’s balance sheet as if the APA closed on March 31, 2018. The below summary does not include all closing costs relating to the AST or the impact of the Company’s business operations for the period from April 1, 2018 through the date of closing. The proforma is meant only to depict the elimination of the March 31, 2018 balances for those assets that were part of the APA, in addition to the repayment of the Company’s outstanding debt with Perceptive. It was also meant to exclude the impact of certain transaction costs, including severance cost and other professional fees to be incurred during the Company’s second quarter, 2018. Upon the closing of the AST, substantially all of the inventory and fixed assets were part of the assets sold, and the goodwill and intangible assets related to those operations that remained on the Company’s books and records were eliminated. The Company’s cash position increased resulting from closing the AST, offset by the payment of its debt obligation including associated fees to Perceptive.

ALLIQUA BIOMEDICAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	As Reported		Proforma
	March 31,		March 31,
	2018		2018
	(Unaudited)		(Unaudited)
ASSETS:
Current Assets:
Cash and cash equivalents	$	1,536	$	15,735
Other current assets		6,062		4,545
Total current assets		7,598		20,280
Goodwill and intangible assets		22,594		-
Other long term assets		1,558		619
Total assets	$	31,750	$	20,899

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Senior secured debt	$	12,831	$	-
Other current liabilities		8,149		6,743
Total current liabilities		20,980		6,743
Other liabilities		295		68
Total liabilities		21,275		6,811

Equity		10,475		14,088

Total liabilities and stockholders’ equity	$	31,750	$	20,899