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): December 7, 2022
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
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| (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))
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
|
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. ☐
Item 1.01 Entry into a Material Definitive Agreement
On December 7, 2022, ADMA Biologics, Inc., a Delaware corporation (the “Company”) priced its previously announced underwritten public offering pursuant to which the Company has agreed to issue and sell an aggregate of 20,979,020 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), at a price to the public of $2.86 per share, for aggregate gross proceeds of approximately $60 million, before deducting underwriting discounts and commissions and estimated fees and expenses payable by the Company in connection with the offering (the “Offering”). Pursuant to the terms of the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between the Company and Raymond James & Associates, Inc., acting as representative of the several underwriters named therein (the “Underwriters”), the Company granted to the Underwriters a 30-day option to purchase up to an additional 3,146,853 shares of Common Stock.
The closing for the Shares is expected to take place on or about December 9, 2022, subject to the satisfaction of customary closing conditions. The Shares offered by the Company in this transaction were registered under the Company’s existing shelf registration statement on Form S-3 (File No. 333-256643), which was previously filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2021, amended on August 3, 2021, and declared effective by the SEC on August 3, 2021. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement filed herewith as Exhibit 1.1 and incorporated herein by reference.
Item 8.01 Other Events
On December 7, 2022, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Exhibits
(d) Exhibits
| Exhibit No. | Description |
| Underwriting Agreement, by and between the Company and Raymond James & Associates, Inc., as representative of the several underwriters named therein, dated as of December 7, 2022 |
| Press Release of the Company, dated December 7, 2022 |
104
| Cover Page Interactive Data File (embedded with the Inline XBRL document)
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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.
| December 7, 2022 | ADMA Biologics, Inc. |
| | |
| | By: | /s/ Brian Lenz |
| | | Name: | Brian Lenz |
| | | Title: | Executive Vice President and Chief Financial Officer |
