UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 2021
ADMA BIOLOGICS, INC.
|
| (Exact name of registrant as specified in its charter) |
Delaware
| 001-36728
| 56-2590442
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 465 State Route 17, Ramsey, New Jersey | | 07446
|
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (201) 478-5552
| |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock
| ADMA
| Nasdaq Global Market
|
Preferred Share Purchase Rights
| - | Nasdaq Global Market
|
| Item 1.02 | Termination of a Material Definitive Agreement |
On August 17, 2021, ADMA Biologics, Inc. (the “Company”) delivered to Jefferies LLC (“Jefferies”) written notice of termination (the “Termination Notice”) of the Open Market Sale AgreementSM, dated May 28, 2021, by and between the Company and Jefferies (the “Sales Agreement”). In accordance with Section 7(b) thereof, the Sales Agreement will terminate on August 31, 2021, ten (10) trading days after the delivery of the Termination Notice. As provided in the Sales Agreement, the Sales Agreement will terminate without liability of any party to any other party, except that certain provisions of the Sales Agreement identified therein shall remain in full force and effect notwithstanding the termination. The Company did not offer or sell any shares of its common stock, par value $0.0001 per share under the Sales Agreement.
A copy of the Open Market Sale AgreementSM, dated May 28, 2021, was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2021. The description of the Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the filed agreement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| August 17, 2021 | ADMA Biologics, Inc. |
| | |
| | By: | /s/ Brian Lenz |
| | | Name: | Brian Lenz |
| | | Title: | Executive Vice President and Chief Financial Officer |
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