DMK Pharmaceuticals Form 4 Adamis Pharmaceuticals / Ebrahim Versi ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Versi Ebrahim

(Last)

(First)

(Middle)

C/O ADAMIS PHARMACEUTICALS CORPORATION

11682 EL CAMINO REAL, SUITE 300

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Adamis Pharmaceuticals Corp [ ADMP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/25/2023		A		8,745⁽²⁾	A	⁽⁴⁾	8,745	D
Common Stock⁽¹⁾	05/25/2023		A		177,194⁽³⁾	A	⁽⁴⁾	177,194	I	By Versi Group, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$2.9	05/25/2023		A		20,577		05/25/2023	05/10/2028	Common Stock	20,577	⁽⁵⁾	20,577	D
Employee Stock Option (Right to Buy)	$2.9	05/25/2023		A		20,577		05/25/2023	01/01/2029	Common Stock	20,577	⁽⁵⁾	20,577	D
Employee Stock Option (Right to Buy)	$2.9	05/25/2023		A		20,577		05/25/2023	02/19/2030	Common Stock	20,577	⁽⁵⁾	20,577	D
Employee Stock Option (Right to Buy)	$2.9	05/25/2023		A		20,577		05/25/2023	02/19/2031	Common Stock	20,577	⁽⁵⁾	20,577	D
Employee Stock Option (Right to Buy)	$2.9	05/25/2023		A		20,577		05/25/2023	02/19/2032	Common Stock	20,577	⁽⁵⁾	20,577	D
Series E Convertible Preferred Stock	⁽⁶⁾	05/25/2023		A		1,941.2		05/25/2023	⁽³⁾⁽⁶⁾	Common Stock	1,941,200	⁽⁶⁾	1,941.2	I	By Versi Group, LLC

Explanation of Responses:

1. On May 22, 2023, Adamis Pharmaceuticals Corporation ("Adamis") effected a 1 for 70 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

2. Received in exchange for shares of common stock of DMK Pharmaceuticals Corporation, a privately held corporation ("DMK"), in connection with the merger of DMK into a subsidiary of Adamis (the "Merger"). On the effective date of the Merger, the closing price of Adamis common stock was $2.50 per share.

3. The reported shares are owned directly by Versi Group, LLC, of which the reporting person is the manager and a member. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.

4. Received in exchange for shares of common stock of DMK in connection with the Merger. On the effective date of the Merger, the closing price of Adamis common stock was $2.50 per share.

5. Received in the Merger by virtue of the assumption of an employee stock option to acquire shares of DMK common stock in connection with the Merger, with proportionate adjustments to the number of shares subject to the option and the per share exercise price

6. Received in the Merger in exchange for shares of common stock of DMK. Each whole share of Series E Preferred Convertible Stock is convertible into 1,000 shares of Adamis common stock at the election of the Reporting Person, provided that no portion of the Series E Convertible Preferred Stock may be converted if the Reporting Person or his affiliates own in excess of 9.99% of the number of shares of Adamis common stock outstanding immediately after giving effect of such conversion. On the effective date of the Merger, the closing price of Adamis common stock was $2.50 per share.

	/s/ David C. Benedicto, as Attorney-in-Fact	05/30/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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DMK Pharmaceuticals (DMKPQ) Form 4Adamis Pharmaceuticals / Ebrahim Versi ownership change