ADMA Biologics (ADMA) 8-KADMA Biologics Announces Amendment to Credit Agreement

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On May 1, 2023 (the “Amendment Closing Date”), ADMA Biologics, Inc. (the “Company”) entered into Amendment No. 2 (the “Amendment”) to the Credit Agreement and Guaranty, dated as of March 23, 2022, as previously amended by that certain Amendment No. 1 to the Credit Agreement and Guaranty, dated as of March 22, 2023 (the “Hayfin Credit Agreement”), with Hayfin Services LLP and the lenders identified therein (collectively, “Hayfin”).

The Amendment reduces the nominal interest expense under the Hayfin Credit Agreement by 1%, resulting in a lowered borrowing rate of SOFR + 8.50%. Included in this base rate, and consistent with the existing terms of the Hayfin Credit Agreement, the Company may elect to pay up to 2.50% of the interest in kind, with the remaining portion of the interest payable in cash. In addition, the Amendment adds a newly structured 50% waiver of the prepayment fee in connection with an acquisition of the Company or other strategic transactions, resets the prepayment fee timelines to the Amendment Closing Date and extends the expiration date for the existing delayed draw term loan in the principal amount of $25 million from June 30, 2023 to December 31, 2023.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Amendment, which is filed as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

As consideration for the Amendment, the Company issued to various entities affiliated with Hayfin, on the Amendment Closing Date, warrants to purchase an aggregate of 2,391,244 shares of the Company’s common stock (the “Hayfin Warrants”). The Hayfin Warrants have an exercise price equal to $3.2619 per share, which is equal to the trailing 30-day VWAP of the Company’s common stock on the Amendment Closing Date (the “Closing Date Exercise Price”). The Hayfin Warrants have an expiration date of May 1, 2030. Hayfin represented to the Company, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act and the Company issued the Hayfin Warrant in reliance upon an exemption from registration contained in Section 4(2) under the Securities Act. The Hayfin Warrant and the shares of common stock issuable thereunder may not be offered, sold, pledged or otherwise transferred in the U.S. absent registration or an applicable exemption from the registration requirements under the Securities Act.

The foregoing summary of the Hayfin Warrants does not purport to be complete and is qualified in entirety by reference to the form of the Hayfin Warrants, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference herein.

To the extent applicable, the disclosure of the material terms and conditions of the Hayfin Warrants in Item 1.01 above is incorporated into this Item 3.02 by reference.

On May 2, 2023, the Company issued a press release announcing its entry into the Amendment. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.