UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended September 30, 2023
OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ________ to ________
Commission file number 001-36728
ADMA BIOLOGICS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
56-2590442
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)

465 State Route 17, Ramsey, New Jersey
 
07446
(Address of Principal Executive Offices)
 
(Zip Code)

(201) 478-5552
(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer    ☐
Accelerated filer    ☐
 
Non-accelerated filer   
Smaller reporting company   
   
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes     No ☒

As of November 3, 2023, there were 225,967,668 shares of the issuer’s common stock outstanding.



ADMA BIOLOGICS, INC. AND SUBSIDIARIES
 
INDEX
 
PART I FINANCIAL INFORMATION
 
   
 
Item 1.
Financial Statements
 
       
   
1
       
   
2
       
   
3
       
   
4
       
   
5
       
 
Item 2.
22
       
 
Item 3.
36
       
 
Item 4.
36
       
38
   
 
Item 1.
38
       
 
Item 1A.
38
       
 
Item 2.
69
       
 
Item 3.
69
       
 
Item 4.
69
       
 
Item 5.
69
       
 
Item 6.
69
       
70

This Quarterly Report on Form 10-Q includes our trademarks, trade names and service marks, such as “ASCENIV,” “Nabi-HB®” and “BIVIGAM®,” which are protected under applicable intellectual property laws and are the property of ADMA Biologics, Inc., or its subsidiaries. Solely for convenience, trademarks, trade names and service marks referred to in this report may appear without the ®, or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

i

Special Note Regarding Forward-Looking Statements

Some of the information in this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. These statements include, among others, statements about:


our ability to manufacture BIVIGAM and ASCENIV on a commercial scale and further commercialize these products as a result of their approval by the U.S. Food and Drug Administration (the “FDA”) in 2019;


our plans to develop, manufacture, market, launch and expand our commercial infrastructure and commercialize our current and future products and the success of such efforts;


the safety, efficacy and expected timing of and our ability to obtain and maintain regulatory approvals for our current products and product candidates, and the labeling or nature of any such approvals;


the achievement of or expected timing, progress and results of clinical development, clinical trials and potential regulatory approvals for our product candidates;


our dependence upon our third-party customers and vendors and their compliance with applicable regulatory requirements;


our belief that we have addressed the delays experienced with final drug product Current Good Manufacturing Practices (“cGMP”) release testing by our third-party vendors by adding additional release testing laboratories to our FDA-approved consortium listed in our drug approval documents;


our ability to obtain adequate quantities of FDA-approved plasma with proper specifications;


our plans to increase our supplies of source plasma, our ability to obtain and maintain regulatory compliance and receive FDA approvals of new plasma collection centers and reliance on third-party supply agreements as well as any extensions to such agreements;


the potential indications for our products and product candidates;


potential investigational new product applications;


the acceptability of any of our products, including BIVIGAM, ASCENIV and Nabi-HB, for any purpose, including FDA-approved indications, by physicians, patients or payers;


our plans to evaluate the clinical and regulatory paths to grow the ASCENIV franchise through expanded FDA-approved uses;


Federal, state and local regulatory and business review processes and timing by such governmental and regulatory agencies of our business and regulatory submissions;


concurrence by the FDA with our conclusions concerning our products and product candidates;


the comparability of results of our hyperimmune and immune globulin (“IG”) products to other comparably run hyperimmune and immune globulin clinical trials;


the potential for ASCENIV and BIVIGAM to provide meaningful clinical improvement for patients living with Primary Humoral Immunodeficiency (“PI”), also known as Primary Immunodeficiency Disease (“PIDD”) or Inborn Errors of Immunity, or other immune deficiencies or any other condition for which the products may be prescribed or evaluated;

ii


our ability to market and promote Nabi-HB in a highly competitive environment with increasing competition from other antiviral therapies and to generate meaningful revenues from this product;


our intellectual property position and the defense thereof, including our expectations regarding the scope of patent protection with respect to ASCENIV or other future pipeline product candidates;


our manufacturing capabilities, third-party contractor capabilities and vertical integration strategy;


our plans related to the expansion and efficiencies of our manufacturing capacity, yield improvements, supply-chain robustness, in-house fill-finish capabilities, distribution and other collaborative agreements and the success of such endeavors;


our estimates regarding revenues, expenses, capital requirements, timing to profitability and positive cash flows and the need for and availability of additional financing;


possible or likely reimbursement levels for our currently marketed products;


estimates regarding market size, projected growth and sales of our existing products as well as our expectations of market acceptance of ASCENIV and BIVIGAM;


effects of the coronavirus COVID-19 pandemic and other potential pandemics on our business, financial condition, liquidity and results of operations, and our ability to continue operations in the same manner as previously conducted prior to the macroeconomic effects of the COVID-19 pandemic and other potential pandemics; and


future domestic and global economic conditions including, but not limited to, supply chain constraints, inflationary pressures or performance or geopolitical conditions, including the continuing conflict in Europe or the evolving conflict in the Middle East and surrounding areas.

These statements may be found under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this Quarterly Report on Form 10-Q. Forward-looking statements  may be identified by the use of terms such as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” or “should” or the negative thereof or other variations thereof or comparable terminology. Our actual results could differ materially from those contained in the forward-looking statements due to the factors described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. Any forward-looking statement included or incorporated by reference in this Quarterly Report on Form 10-Q reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions related to our operations, industry and future growth. These forward-looking statements speak only as of the dates such statements are made and we undertake no obligation to publicly update any forward-looking statements or to publicly announce revisions to any of the forward-looking statements, unless otherwise required by the federal securities laws.

iii

PART I
FINANCIAL INFORMATION

Item 1.
Financial Statements.

ADMA BIOLOGICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

     September 30,      December 31,  
   
2023
   
2022
 
ASSETS  
(Unaudited)
       
Current assets:
           
Cash and cash equivalents
 
$
74,156,765
   
$
86,521,542
 
Accounts receivable, net
   
31,318,680
     
15,505,048
 
Inventories
   
163,116,105
     
163,280,047
 
Prepaid expenses and other current assets
   
5,107,455
     
5,095,146
 
Total current assets
   
273,699,005
     
270,401,783
 
Property and equipment, net
   
54,814,607
     
58,261,481
 
Intangible assets, net
   
476,902
     
1,013,415
 
Goodwill
   
3,529,509
     
3,529,509
 
Right-to-use assets
   
9,753,725
     
10,485,447
 
Deposits and other assets
   
6,722,817
     
4,770,246
 
TOTAL ASSETS
 
$
348,996,565
   
$
348,461,881
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
 
$
10,851,446
   
$
13,229,390
 
Accrued expenses and other current liabilities
   
29,863,726
     
24,989,349
 
Current portion of deferred revenue
   
142,834
     
142,834
 
Current portion of lease obligations
   
982,891
     
905,369
 
Total current liabilities
   
41,840,897
     
39,266,942
 
Senior notes payable, net of discount
   
142,025,542
     
142,833,063
 
Deferred revenue, net of current portion
   
1,725,906
     
1,833,031
 
End of term fee
    1,567,139       1,500,000  
Lease obligations, net of current portion
   
9,965,088
     
10,704,176
 
Other non-current liabilities
   
434,647
     
350,454
 
TOTAL LIABILITIES
   
197,559,219
     
196,487,666
 
                 
COMMITMENTS AND CONTINGENCIES
           
                 
STOCKHOLDERS’ EQUITY
               
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding
   
-
     
-
 
Common Stock - voting, $0.0001 par value, 300,000,000 shares authorized, 225,958,084 and 221,816,930 shares issued and outstanding
   
22,596
     
22,182
 
Additional paid-in capital
   
640,025,888
     
629,968,704
 
Accumulated deficit
   
(488,611,138
)
   
(478,016,671
)
TOTAL STOCKHOLDERS’ EQUITY
   
151,437,346
     
151,974,215
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
348,996,565
   
$
348,461,881
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

ADMA BIOLOGICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2023
   
2022
   
2023
   
2022
 
                         
REVENUES
 
$
67,274,598
   
$
41,090,137
   
$
184,311,323
   
$
104,098,237
 
Cost of product revenue
    42,622,013       31,433,496       126,455,745       83,010,156  
Gross profit
    24,652,585       9,656,641       57,855,578       21,088,081  
                                 
OPERATING EXPENSES:
                               
Research and development
   
595,903
     
1,041,947
     
2,854,514
     
2,539,444
 
Plasma center operating expenses
   
466,898
     
4,859,450
     
3,580,785
     
12,755,525
 
Amortization of intangible assets
   
178,838
     
178,838
     
536,514
     
536,514
 
Selling, general and administrative
   
14,725,787
     
12,893,139
     
43,485,001
     
38,563,136
 
Total operating expenses
   
15,967,426
     
18,973,374
     
50,456,814
     
54,394,619
 
                                 
INCOME (LOSS) FROM OPERATIONS
   
8,685,159
   
(9,316,733
)
   
7,398,764
   
(33,306,538
)
                                 
OTHER INCOME (EXPENSE):
                               
Interest income
   
423,276
     
7,236
     
1,004,551
     
42,573
 
Interest expense
   
(6,397,553
)
   
(5,580,366
)
   
(18,812,144
)
   
(13,542,419
)
Loss on extinguishment of debt     -       -       -       (6,669,941 )
Other expense
   
(145,827
)
   
(9,641
)
   
(185,638
)
   
(195,942
)
Other expense, net
   
(6,120,104
)
   
(5,582,771
)
   
(17,993,231
)
   
(20,365,729
)
                                 
NET INCOME (LOSS)
 
$
2,565,055
 
$
(14,899,504
)
 
$
(10,594,467
)
 
$
(53,672,267
)
                                 
BASIC INCOME (LOSS) PER COMMON SHARE
 
$
0.01
   
$
(0.08
)
 
$
(0.05
)
 
$
(0.27
)
DILUTED INCOME (LOSS) PER COMMON SHARE
  $
0.01     $
(0.08 )   $
(0.05 )   $
(0.27 )
                                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
                               
Basic
   
225,276,980
     
196,383,935
     
223,306,331
     
196,204,893
 
Diluted
    233,761,262       196,383,935       223,306,331       196,204,893  

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

ADMA BIOLOGICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS’ EQUITY (Unaudited)

For the Three and Nine Months Ended September 30, 2023
          Additional           Total  
   
Common Stock
   
Paid-in
   
Accumulated
   
Stockholders’
 
   
Shares
   
Amount
   
Capital
   
Deficit
   
Equity
 
Balance at December 31, 2022
   
221,816,930
   
$
22,182
   
$
629,968,704
   
$
(478,016,671
)
 
$
151,974,215
 
Stock-based compensation
   
-
     
-
     
1,110,166
     
-
     
1,110,166
 
Vesting of Restricted Stock Units, net of shares withheld for taxes
   
443,215
     
44
     
(640,990
)
   
-
     
(640,946
)
Exercise of stock options
    2,443       -       -       -       -  
Net loss
   
-
     
-
     
-
     
(6,788,815
)
   
(6,788,815
)
Balance at March 31, 2023
   
222,262,588
     
22,226
     
630,437,880
     
(484,805,486
)
   
145,654,620
 
Stock-based compensation
   
-
     
-
     
1,637,038
     
-
     
1,637,038
 
Vesting of Restricted Stock Units, net of shares withheld for taxes
    117,484       12       (224,978 )     -       (224,966 )
Warrants issued in connection with note payable
    -
      -       5,594,764       -       5,594,764  
Cashless exercise of warrants
    1,967,847       197       (197 )     -       -  
Exercise of stock options
    178,829       18       471,528       -       471,546  
Net loss
   
-
     
-
     
-
     
(6,370,707
)
   
(6,370,707
)
Balance at June 30, 2023     224,526,748    
22,453    
637,916,035    
(491,176,193 )  
146,762,295  
Vesting of Restricted Stock Units, net of shares withheld for taxes
    171,295       17       (208,655 )     -       (208,638 )
Exercise of stock options
    1,260,041       126       623,867       -       623,993  
Stock-based compensation
    -       -       1,694,641       -       1,694,641  
Net income
    -       -       -       2,565,055       2,565,055  
Balance at September 30, 2023
    225,958,084     $
22,596     $
640,025,888     $
(488,611,138 )   $
151,437,346  

For the Three and Nine Months Ended September 30, 2022
          Additional           Total  
   
Common Stock
   
Paid-in
   
Accumulated
   
Stockholders’
 
   
Shares
   
Amount
   
Capital
   
Deficit
   
Equity
 
Balance at December 31, 2021
   
195,813,817
   
$
19,581
   
$
553,265,706
   
$
(412,112,721
)
 
$
141,172,566
 
Warrants issued in connection with notes payable
   
-
      -      
9,569,604
     
-
     
9,569,604
 
Stock-based compensation
    -       -       1,641,388       -       1,641,388  
Vesting of Restricted Stock Units, net of shares withheld for taxes
    533,712       54       (442,690 )     -       (442,636 )
Net loss
    -       -       -       (25,007,857 )     (25,007,857 )
Balance at March 31, 2022
   
196,347,529
     
19,635
     
564,034,008
     
(437,120,578
)
   
126,933,065
 
Stock-based compensation
   
-
     
-
     
1,191,047
     
-
     
1,191,047
 
Vesting of Restricted Stock Units, net of shares withheld for taxes
    8,703       1       41,320       -       41,321  
Net loss
   
-
     
-
     
-
     
(13,764,906
)
   
(13,764,906
)
Balance at June 30, 2022     196,356,232    
19,636    
565,266,375    
(450,885,484 )  
114,400,527  
Stock-based compensation
    -       -       1,313,494       -       1,313,494  
Vesting of Restricted Stock Units, net of shares withheld for taxes
    420,639       42       (430,023 )     -       (429,981 )
Net loss
    -       -       -       (14,899,504 )     (14,899,504 )
Balance at September 30, 2022
    196,776,871     $
19,678     $
566,149,846     $
(465,784,988 )   $
100,384,536  

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

ADMA BIOLOGICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

   
Nine Months Ended September 30,
 
   
2023
   
2022
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (10,594,467 )  
$
(53,672,267
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation and amortization
   
6,223,050
     
5,176,492
 
Loss on disposal of fixed assets
   
110,947
     
8,408
 
Interest paid in kind     2,958,592       2,023,932  
Stock-based compensation
   
4,441,845
     
4,145,929
 
Amortization of debt discount
   
1,895,790
     
1,908,127
 
Loss on extinguishment of debt
    -       6,669,941  
Amortization of license revenue
   
(107,125
)
   
(107,125
)
Changes in operating assets and liabilities:
               
Accounts receivable
   
(15,813,632
)
   
7,674,472
 
Inventories
   
163,942
     
(38,189,543
)
Prepaid expenses and other current assets
   
(12,309
)
   
(1,033,238
)
Deposits and other assets
   
(1,220,849
)
   
195,756
 
Accounts payable
   
(1,154,769
)
   
12,768,396
 
Accrued expenses
   
4,874,378
     
667,193
 
Other current and non-current liabilities
   
(561,345
)
   
(365,415
)
Net cash used in operating activities
   
(8,795,952
)
   
(52,128,942
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchase of property and equipment
   
(3,573,786
)
   
(10,162,650
)
Net cash used in investing activities
   
(3,573,786
)
   
(10,162,650
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Principal payments on notes payable
    -       (100,000,000 )
Payment of debt refinancing fees
   
-
     
(2,000,000
)
Proceeds from issuance of note payable
    -       151,750,000  
Taxes paid on vested Restricted Stock Units
   
(1,074,550
)
   
(831,297
)
Payments on finance lease obligations
   
(16,028
)
   
(27,281
)
       Net proceeds from the exercise of stock options     1,095,539       -  
Payment of deferred financing fees
    -       (2,782,928 )
Net cash provided by financing activities
   
4,961
     
46,108,494
 
                 
Net decrease in cash and cash equivalents
   
(12,364,777
)
   
(16,183,098
)
Cash and cash equivalents - beginning of period
   
86,521,542
     
51,089,118
 
Cash and cash equivalents - end of period
 
$
74,156,765
   
$
34,906,020
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

ADMA BIOLOGICS, INC. AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.
ORGANIZATION AND BUSINESS



ADMA Biologics, Inc. (“ADMA” or the “Company”) is an end-to-end commercial biopharmaceutical company dedicated to manufacturing, marketing and developing specialty plasma-derived biologics for the treatment of immunodeficient patients at risk for infection and others at risk for certain infectious diseases. The Company’s targeted patient populations include immune-compromised individuals who suffer from an underlying immune deficiency disorder or who may be immune-suppressed for medical reasons.



ADMA operates through its wholly-owned subsidiaries ADMA BioManufacturing, LLC (“ADMA BioManufacturing”) and ADMA BioCenters Georgia Inc. (“ADMA BioCenters”). ADMA BioManufacturing was formed in January 2017 to facilitate the acquisition of the Biotest Therapy Business Unit (“BTBU”) from BPC Plasma, Inc. (formerly Biotest Pharmaceuticals Corporation) (“BPC” and, together with Biotest AG, “Biotest”) on June 6, 2017. The acquisition included certain assets of BTBU, including the U.S. Food and Drug Administration (“FDA”)-licensed BIVIGAM and Nabi-HB immunoglobulin products, and an FDA-licensed plasma fractionation manufacturing facility located in Boca Raton, FL (the “Boca Facility”) (the “Biotest Transaction”). BTBU had previously been the Company’s third-party contract manufacturer. ADMA BioCenters is the Company’s source plasma collection business with ten plasma collection facilities located throughout the U.S., nine of which hold an approved license with the FDA.


The Company has three FDA-approved products, all of which are currently marketed and commercially available: (i) BIVIGAM (Immune Globulin Intravenous, Human), an Intravenous Immune Globulin (“IVIG”) product indicated for the treatment of Primary Humoral Immunodeficiency (“PI”), also known as Primary Immunodeficiency Disease (“PIDD”) or Inborn Errors of Immunity, and for which the Company received FDA approval on May 9, 2019 and commenced commercial sales in August 2019; (ii) ASCENIV (Immune Globulin Intravenous, Human – slra 10% Liquid), an IVIG product indicated for the treatment of PI, for which the Company received FDA approval on April 1, 2019 and commenced first commercial sales in October 2019; and (iii) Nabi-HB (Hepatitis B Immune Globulin, Human), which is indicated for the treatment of acute exposure to blood containing Hepatitis B surface antigen (“HBsAg”) and other listed exposures to Hepatitis B. In addition to its commercially available immunoglobulin products, the Company provides contract manufacturing and laboratory services for certain clients and generates revenues from the sale of intermediate by-products that result from the immunoglobulin production process as well as sales of normal source and high-titer plasma. The Company seeks to develop a pipeline of plasma-derived therapeutics, and its products and product candidates are intended to be used by physician specialists focused on caring for immune-compromised patients with or at risk for certain infectious diseases.


As of September 30, 2023, the Company had working capital of $231.9 million, including $74.2 million of cash and cash equivalents. Based upon the Company’s current projected revenue and expenditures, including capital expenditures and continued implementation of the Company’s commercialization and expansion activities, the Company’s management currently believes that its cash, cash equivalents, projected revenue and accounts receivable will be sufficient to fund ADMA’s operations, as currently conducted, through the end of fiscal 2024. The Company estimates that it will continue to generate positive cash flow from operations, however these estimates may change based upon several factors, including the success of the Company’s commercial efforts with respect to the sale of its products, whether or not the assumptions underlying the Company’s projected revenues and expenses are correct and the continued acceptability of ADMA’s immune globulin products by physicians, patients or payers. There can be no assurance that the Company’s approved products will continue to be commercially viable, or that plant capacity expansion or other capital improvements will be successfully completed or that any product developed in the future will be approved. The Company is subject to risks common to companies in the biologics, biotechnology and pharmaceutical manufacturing industries including, but not limited to, dependence on collaborative arrangements, development by the Company or its competitors of new technological innovations, dependence on key personnel, inflationary pressures, supply chain constraints, protection of proprietary technology and compliance with FDA and other governmental regulations and approval requirements.



ADMA continues to evaluate a variety of strategic alternatives, and the exploration of value-creating opportunities remains a top corporate priority.

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ADMA BIOLOGICS, INC. AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation


The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (the “FASB”).



The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 23, 2023.  The accompanying consolidated balance sheet as of December 31, 2022 was derived from the audited financial statements as of and for the year ended December 31, 2022. These condensed consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X, and therefore omit or condense certain footnotes and other information normally included in complete consolidated financial statements prepared in accordance with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation.  In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2023, its results of operations and changes in stockholders’ equity for the three and nine months ended September 30, 2023 and its cash flows for the nine months ended September 30, 2023 and 2022.


During the three and nine months ended September 30, 2023 and 2022, comprehensive loss was equal to the net loss amounts presented for the respective periods in the accompanying condensed consolidated statements of operations. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year.

Use of Estimates


The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include rebates and chargebacks deducted from gross revenues, the realizable value of accounts receivable, valuation of inventory, assumptions used in projecting future liquidity and capital requirements, assumptions used in the fair value of awards granted under the Company’s equity incentive plans and warrants issued in connection with the issuance of notes payable and the valuation allowance for the Company’s deferred tax assets.

Fair Value of Financial Instruments


The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, are shown at cost which approximates fair value due to the short-term nature of these instruments.  The debt outstanding under the Company’s senior secured term loan (see Note 7) approximates fair value due to the variable interest rate on this debt.

Accounts Receivable


Accounts receivable is reported at realizable value, net of allowances for contractual credits and doubtful accounts in the amount of $0.1 million at September 30, 2023 and December 31, 2022, respectively, which are recognized in the period the related revenue is recorded. The Company extends credit to its customers based upon an evaluation of each customer’s financial condition and credit history. Evaluations of the financial condition, payment history and associated credit risk of customers are performed on an ongoing basis. Based on these evaluations, the Company has concluded that its credit risk is minimal. At September 30, 2023, four customers accounted for an aggregate of approximately 95% of the Company’s total accounts receivable, and at December 31, 2022, two customers accounted for approximately 92% of the Company’s total accounts receivable.

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ADMA BIOLOGICS, INC. AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Inventories


Raw materials inventory consists of various materials purchased from suppliers, including normal source plasma and Respiratory Syncytial Virus (“RSV”) high titer plasma, used in the production of the Company’s products. Work-in-process and finished goods inventories (see Note 3) reflect the cost of raw materials as well as costs for direct and indirect labor, primarily salaries, wages and benefits for applicable employees, as well as an allocation of overhead costs related to the Boca Facility including utilities, property taxes, general repairs and maintenance, consumable supplies and depreciation. The Boca Facility overhead allocation to inventory is generally based upon the estimated square footage of the Boca Facility that is used in the production of the Company’s FDA-approved products relative to the total square footage of the facility.



Inventories, including plasma intended for resale and plasma intended for internal use in the Company’s manufacturing, commercialization or research and development activities, are carried at the lower of cost or net realizable value determined by the first-in, first-out method. Net realizable value is generally determined based upon the consideration the Company expects to receive when the inventory is sold, less costs to deliver the inventory to the recipient. The estimates for net realizable value of inventory are based on contractual terms or upon historical experience and certain other assumptions, and the Company believes that such assumptions are reasonable. Inventory is periodically reviewed to ensure that its carrying value does not exceed its net realizable value, and adjustments are recorded to write down such inventory, with a corresponding charge to cost of product revenue, when the carrying value or historical cost exceeds its estimated net realizable value. In addition, costs associated with the production of conformance or engineering lots that would not qualify as immediately available for commercial sale are charged to cost of product revenue and not capitalized into inventory.

Goodwill


Goodwill represents the excess of purchase price over the fair value of net assets acquired by the Company. Goodwill at September 30, 2023 and December 31, 2022 was $3.5 million.  All of the Company’s goodwill is attributable to its ADMA BioManufacturing business segment and is related to the Biotest Transaction.


Goodwill is not amortized but is assessed for impairment on an annual basis or more frequently if impairment indicators exist. The Company has the option to perform a qualitative assessment of goodwill to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill and other intangible assets. If the Company concludes that this is the case, then it must perform a goodwill impairment test by comparing the fair value of the reporting unit to its carrying value. An impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The Company performs its annual goodwill impairment test as of October 1 of each year.  The Company’s annual goodwill impairment test as of October 1, 2023 did not result in a goodwill impairment charge, and the Company did not record any impairment charges related to goodwill for the three and nine months ended September 30, 2023 and 2022.

Impairment of Long-Lived Assets


The Company assesses the recoverability of its long-lived assets, which include property and equipment and finite-lived intangible assets, whenever significant events or changes in circumstances indicate impairment may have occurred. If indicators of impairment exist, projected future undiscounted cash flows associated with the asset are compared to its carrying amount to determine whether the asset’s carrying value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. For the three and nine months ended September 30, 2023 and 2022, the Company did not identify any impairment indicators for its long-lived assets, and as a result no impairment charges were recorded.

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ADMA BIOLOGICS, INC. AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Revenue Recognition


Revenues for the three and nine months ended September 30, 2023 and 2022 are comprised of (i) revenues from the sale of the Company’s immunoglobulin products, BIVIGAM, ASCENIV and Nabi-HB, (ii) product revenues from the sale of human plasma collected through the Company’s Plasma Collection Centers business segment, (iii) contract manufacturing and laboratory services revenue, (iv) revenues from the sale of intermediate by-products; and (v) license and other revenues primarily attributable to the out-licensing of ASCENIV to Biotest in 2012 to market and sell this product in Europe and selected countries in North Africa and the Middle East. Biotest has provided the Company with certain services and financial payments in accordance with the related Biotest license agreement and is obligated to pay the Company certain amounts in the future if certain milestones are achieved. Deferred revenue is amortized into income over the term of the Biotest license, representing a period of approximately 22 years.


Product revenue is recognized when the customer is deemed to have control over the product. Control is determined based on when the product is shipped or delivered and title passes to the customer. Revenue is recorded in an amount that reflects the consideration the Company expects to receive in exchange. Revenue from the sale of the Company’s immunoglobulin products is recognized when the product reaches the customer’s destination, and is recorded net of estimated rebates, customer incentives, including prompt pay discounts, wholesaler chargebacks and other wholesaler fees. These estimates are based on historical experience and certain other assumptions, and while the Company believes that such estimates are reasonable, they are subject to change based on future experience and other factors. For revenues associated with contract manufacturing and the sale of intermediates, control transfers to the customer and the performance obligation is satisfied when the customer takes possession of the product from the Boca Facility or from a third-party warehouse that is utilized by the Company.


Product revenues from the sale of human plasma collected at the Company’s plasma collection centers are recognized at the time control of the product has been transferred to the customer, which generally occurs at the time of shipment. Product revenues are recognized at the time of delivery if the Company retains control of the product during shipment.


For the nine months ended September 30, 2023, two customers represented an aggregate of approximately 71% of the Company’s consolidated revenues. For the nine months ended September 30, 2022, two customers represented an aggregate of 72% of the Company’s consolidated revenues.

Cost of Product Revenue


Cost of product revenue includes costs associated with the manufacture of the Company’s FDA-approved products, intermediates and the sale of human source plasma, as well as expenses related to conformance batch production, process development and scientific and technical operations when these operations are attributable to marketed products. When the activities of these operations are attributable to new products or processes in development, the expenses are classified as research and development expenses.

Earnings/loss Per Common Share


Basic earnings/loss per common share is computed by dividing net earnings/loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted earnings/loss per common share is calculated by dividing net earnings/loss attributable to common stockholders, as adjusted for the effect of dilutive securities, if any, by the weighted average number of shares of common stock and dilutive common stock outstanding during the period. Potentially dilutive common stock includes the shares of common stock issuable upon the exercise of outstanding stock options and warrants, as well as Restricted Stock Units (“RSUs”), using the treasury stock method. Potentially dilutive common stock is excluded from the diluted earnings/loss per common share computation to the extent that it would be anti-dilutive. For the three months ended September 30, 2023, basic and diluted earnings per share is calculated as follows:


Net income available to common stockholders (numerator)
 
$
2,565,055
 
Weighted-average number of common shares (denominator)
   
225,276,980
 
Basic earnings per common shares
 
$
0.01
 
 
       
Weighted-average number of common shares
   
225,276,980
 
Potential shares of common stock arising from outstanding stock options, warrants and unvested RSUs
   
8,484,282
 
Total shares - diluted (denominator)
   
233,761,262
 
Diluted earnings per common share
 
$
0.01


For the three months ended September 30, 2023, there were no shares with an anti-dilutive effect that needed to be excluded from the earnings per share computation.


For the nine months ended September 30, 2023 and for the three and nine months ended September 30, 2022 no potentially dilutive securities are included in the computation of diluted loss per share amounts in the accompanying condensed consolidated financial statements as the Company reported a net loss for these periods. For the nine months ended September 30, 2023 and 2022, the following securities were excluded from the calculation of diluted loss per common share because of their anti-dilutive effects:

   
For the Nine Months Ended September 30,
 
   
2023
   
2022
 
Stock options
   
5,841,241
     
8,334,313
 
Restricted Stock Units
   
4,877,482
     
4,129,487
 
Warrants
   
12,502,906
     
13,556,898
 
     
23,221,629
     
26,020,698
 

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ADMA BIOLOGICS, INC. AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Stock-Based Compensation


The Company follows recognized accounting guidance which requires all equity-based payments, including grants of stock options, to be recognized in the statement of operations as compensation expense based on their fair values at the date of grant. Compensation expense related to awards to employees and directors with service-based vesting conditions is generally recognized on a straight-line basis over the associated vesting period of the award based on the grant date fair value of the award. Stock options granted under the Company’s equity incentive plans generally have a four-year vesting period and a term of 10 years. Pursuant to ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), the Company has elected not to establish a forfeiture rate, as stock-based compensation expense related to forfeitures of unvested stock options is fully reversed at the time of forfeiture.

Income Taxes


The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or its tax returns. Under this method, deferred tax assets and liabilities are recognized for the temporary differences between the tax bases of assets and liabilities and their respective financial reporting amounts at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company records a valuation allowance on its deferred tax assets if it is more likely than not that the Company will not generate sufficient taxable income to utilize its deferred tax assets. The Company is subject to income tax examinations by major taxing authorities for all tax years since 2018 and for previous periods as it relates to the Company’s net operating loss carryforwards.


In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2023 and December 31, 2022, and during the nine months ended September 30, 2023 and 2022 the Company recognized no adjustments for uncertain tax positions.

3.
INVENTORIES


The following table provides the components of inventories:

   
September 30,
2023
   
December 31,
2022
 
Raw materials
 
$
49,857,909
   
$
48,644,527
 
Work-in-process
   
58,277,455
     
56,170,853
 
Finished goods
   
54,980,741
     
58,464,667
 
Total inventories
 
$
163,116,105
   
$
163,280,047
 


Raw materials includes plasma and other materials expected to be used in the production of BIVIGAM, ASCENIV and Nabi-HB. These materials will be consumed in the production of goods expected to be available for sale or otherwise have alternative uses that provide a probable future benefit.


Work-in-process inventory primarily consists of bulk drug substance and unlabeled filled vials of the Company’s immunoglobulin products.


Finished goods inventory is comprised of immunoglobulin product inventory and related intermediates that are available for commercial sale, as well as plasma collected at the Company’s plasma collection centers that is expected to be sold to third-party customers.

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ADMA BIOLOGICS, INC. AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4.
INTANGIBLE ASSETS


Intangible assets at September 30, 2023 and December 31, 2022 consist of the following:

   
September 30, 2023
   
December 31, 2022
 
           Accumulated                  Accumulated        
   
Cost
   
Amortization
   
Net
   
Cost
   
Amortization
   
Net
 
Trademark and other intangible rights related to Nabi-HB
 
$
4,100,046
   
$
3,709,565
   
$
390,481
   
$
4,100,046
   
$
3,270,276
   
$
829,770
 
Rights to intermediates
   
907,421
     
821,000
     
86,421
     
907,421
     
723,776
     
183,645
 
   
$
5,007,467
   
$
4,530,565
   
$
476,902
   
$
5,007,467
   
$
3,994,052
   
$
1,013,415
 


All of the Company’s intangible assets were acquired in the Biotest Transaction. Amortization expense related to these intangible assets was $0.2 million for the three months ended September 30, 2023 and 2022, and $0.5 million for the nine months ended September 30, 2023 and 2022. Estimated future aggregate amortization expense is expected to be as follows:

Remainder of 2023
 
$
178,838
 
2024
   
298,064
 

5.
PROPERTY AND EQUIPMENT


Property and equipment and related accumulated depreciation are summarized as follows:

   
September 30, 2023
   
December 31, 2022
 
Manufacturing and laboratory equipment
 
$
20,748,582
   
$
18,767,807
 
Office equipment and computer software
   
6,260,749
     
5,318,669
 
Furniture and fixtures
   
5,704,638
     
5,109,898
 
Construction in process
   
1,870,317
     
6,726,995
 
Leasehold improvements
   
20,808,155
     
17,930,905
 
Land
   
4,339,441
     
4,339,441
 
Buildings and building improvements
   
20,198,724
     
19,544,307
 
     
79,930,606
     
77,738,022
 
Less: Accumulated depreciation
   
(25,115,999
)
   
(19,476,541
)
Total property, plant and equipment, net
 
$
54,814,607
   
$
58,261,481
 


Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. Land is not depreciated. The buildings were assigned a useful life of 30 years. Property and equipment other than land and buildings have useful lives ranging from three to 10 years. Leasehold improvements are amortized over the lesser of the lease term or their estimated useful lives.


The Company recorded depreciation expense on property and equipment for the three months ended September 30, 2023 and 2022 of $1.9 million and $1.7 million, respectively, and for the nine months ended September 30, 2023 and 2022 of $5.7 million and $4.6 million, respectively.

10

ADMA BIOLOGICS, INC. AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6.
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES


Accrued expenses and other current liabilities at September 30, 2023 and December 31, 2022 are as follows:

   
September 30, 2023
   
December 31, 2022
 
Accrued rebates
 
$
15,907,590
   
$
11,436,484
 
Accrued distribution fees
   
5,822,699
     
3,166,896
 
Accrued incentives
   
3,309,387
     
4,193,919
 
Accrued testing
   
394,630
     
309,867
 
Accrued payroll and other compensation
   
1,816,036
     
4,086,379
 
Other
   
2,613,384
     
1,795,804
 
Total accrued expenses and other current liabilities
 
$
29,863,726
   
$
24,989,349
 

7.
DEBT


A summary of outstanding senior notes payable is as follows:

   
September 30, 2023
   
December 31, 2022
 
Notes payable
 
$
157,706,338
   
$
154,747,746
 
Less:
               
Debt discount
   
(15,680,796
)
   
(11,914,683
)
Senior notes payable
 
$
142,025,542
   
$
142,833,063
 


On March 23, 2022 (the “Hayfin Closing Date”), the Company and all of its subsidiaries entered into a Credit and Guaranty Agreement (the “Hayfin Credit Agreement”) with Hayfin Services LLP (“Hayfin”). The Hayfin Credit Agreement provides for a senior secured term loan facility in a principal amount of up to $175.0 million (the “Hayfin Credit Facility”), composed of (i) a term loan made on the Hayfin Closing Date in the principal amount of $150.0 million (the “Hayfin Closing Date Loan”), and (ii) a delayed draw term loan in the principal amount of $25.0 million (the “Hayfin Delayed Draw Loan” and, together with the Hayfin Closing Date Loan, the “Hayfin Loans”). The obligation of the lenders to make the Hayfin Delayed Draw Loan was to have expired on March 22, 2023 and is subject to the satisfaction of certain conditions, including, but not limited to, the Company’s meeting certain 12-month revenue targets as set forth in the Hayfin Credit Agreement. The Hayfin Credit Facility has a maturity date of March 23, 2027 (the “Hayfin Maturity Date”), subject to acceleration pursuant to the Hayfin Credit Agreement, including upon an Event of Default (as defined in the Hayfin Credit Agreement). On March 22, 2023, the Company and Hayfin entered into an amendment to the Hayfin Credit Agreement whereby the lenders’ obligation to make the Hayfin Delayed Draw Loan was extended to June 30, 2023.


On the Hayfin Closing Date, the Company used $100.0 million of the Hayfin Closing Date Loan to terminate and pay in full all of the outstanding obligations under the Company’s previously existing credit facility (the “Perceptive Credit Facility”) with Perceptive Credit Holdings II, LP (“Perceptive”). The Company also used $2.0 million of the Hayfin Closing Date Loan proceeds to pay a redemption premium to Perceptive and used approximately $1.0 million of the Hayfin Closing Date Loan proceeds to pay certain fees and expenses incurred in connection with this transaction. In addition, a $1.8 million upfront fee payable to Hayfin was paid “in kind” and was added to the outstanding principal balance in accordance with the terms of the Hayfin Credit Agreement. In connection with the retirement of the Perceptive Credit Facility and all of the obligations thereunder, the Company recorded a loss on extinguishment of debt in the amount of $6.7 million, consisting of the write-off of unamortized discount related to the Perceptive indebtedness and the redemption premium paid to Perceptive.


From the time of the Hayfin Closing Date through May 1, 2023, borrowings under the Hayfin Credit Agreement bore interest, at the Company’s election, at either (a) a base rate (equal to the highest of (i) the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the United States, (ii) the federal funds rate in effect on such day plus 0.50% and (iii) adjusted Term Secured Overnight Financing Rate (“SOFR”) for a one-month tenor in effect on such day plus 1.00%), plus an applicable margin of 8.5%, or (b) adjusted Term SOFR for either a one-month or three-month tenor, as elected by the Company, and subject to a floor of 1.25%, plus an applicable margin of 9.5% (the “Applicable Margin”); provided, however, that upon, and during the continuance of, an Event of Default, the Applicable Margin increases by an additional 3% per annum. On the last day of each calendar month or quarter during the term of the Hayfin Credit Facility, the Company pays accrued interest to Hayfin. The rate of interest in effect as of September 30,2023 and December 31, 2022  was approximately 13.9%. The Company is also permitted to pay “in kind” a portion of the interest on the Hayfin Loans for each monthly or quarterly interest period in an amount equal to 2.5% per annum, which is added to the principal amount of the outstanding debt under the Hayfin Credit Facility. For the nine months ending September 30,2023 and 2022, approximately $3.0 million and $2.0 million, respectively, of interest was paid in kind and added to the balance of the outstanding Hayfin Loans.

11

ADMA BIOLOGICS, INC. AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On the Hayfin Maturity Date, the Company is required to  pay Hayfin the entire outstanding principal amount underlying the Hayfin Loans and any accrued and unpaid interest thereon, as well as an exit fee of 1.0% of the outstanding principal amount being paid. This exit fee is recorded separately as a non-current liability on the accompanying consolidated balance sheets as of September 30,2023 and December 31,2022. Prior to the Hayfin Maturity Date, there are no scheduled principal payments on the Hayfin Loans.


All of the Company’s obligations under the Hayfin Credit Agreement are secured by a first-priority lien and security interest in substantially all of the Company’s tangible and intangible assets, including intellectual property and all of the equity interests in the Company’s subsidiaries. The Hayfin Credit Agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. The negative covenants restrict or limit the ability of the Company and its subsidiaries to, among other things and subject to certain exceptions contained in the Hayfin Credit Agreement, incur new indebtedness; create liens on assets; engage in certain fundamental corporate changes, such as mergers or acquisitions, or changes to the Company’s or its subsidiaries’ business activities; make certain Investments or Restricted Payments (each as defined in the Hayfin Credit Agreement); change its fiscal year; pay dividends; repay certain other indebtedness; engage in certain affiliate transactions; or enter into, amend or terminate any other agreements that have the impact of restricting the Company’s ability to make loan repayments under the Hayfin Credit Agreement. In addition, the Company is required (i) at all times prior to the Maturity Date to maintain a minimum cash balance of $6.0 million; and (ii) as of the last day of each fiscal quarter, report IVIG product and related revenues for the trailing 12-month period that exceed the amounts set forth in the Hayfin Credit Agreement, which range from $75.0 million for the fiscal quarter ended June 30, 2022 to $250.0 million for the fiscal quarter ended December 31, 2026. As of September 30, 2023, the Company was in compliance with all of the covenants contained in the Hayfin Credit Agreement.


As consideration for the Hayfin Credit Agreement, the Company issued to various entities affiliated with Hayfin, on the Hayfin Closing Date, warrants to purchase an aggregate of 9,103,047 shares of the Company’s common stock (the “Hayfin Warrants”). The Hayfin Warrants have an exercise price equal to $1.6478 per share, which is equal to the trailing 30-day Volume Weighted-average Price of the Company’s common stock on the business day immediately prior to the Hayfin Closing Date. The Hayfin Warrants were valued by the Company at approximately $9.6 million as of the Hayfin Closing Date and have an expiration date of March 23, 2029.


On May 1, 2023, the Company entered into a second amendment to the Hayfin Credit Agreement (the “Hayfin Second Amendment”) whereby the Applicable Margin for adjusted Term SOFR Loans was reduced from 9.5% to 8.5%. The Hayfin Second Amendment also extended the obligation of the lenders to make the Hayfin Delayed Draw Loan from June 30, 2023 to December 31, 2023.



Under the terms of the Hayfin Second Amendment, in the event the Company elects to prepay all or any portion of the outstanding principal on the Hayfin Loans, the Company will be subject to an early prepayment fee in the amount equal to (i) 7.0% of the prepaid principal amount, if prepaid on or prior to the first anniversary of the Hayfin Second Amendment, (ii) 3.0% of the prepaid principal amount, if prepaid after the first anniversary of the Hayfin Second Amendment and on or prior to the second anniversary of the Hayfin Second Amendment, or (iii) 1.0% of the prepaid principal amount, if prepaid after the second anniversary of the Hayfin Second Amendment and on or prior to the third anniversary of the Hayfin Second Amendment. For any prepayments of principal or payment of principal on the Hayfin Maturity Date, the Company is also required to pay the exit fee. In addition, the Hayfin Second Amendment provides for a 50% reduction to the foregoing early prepayment fees if the Hayfin Loans are prepaid in connection with a change in control of the Company or other strategic transactions as further described in the Hayfin Second Amendment.


In connection with the Hayfin Second Amendment, the Company issued additional warrants to the lenders to purchase 2,391,244 shares of the Company’s common stock at an exercise price of $3.2619 per share (the Hayfin Second Amendment Warrants”). The Hayfin Second Amendment Warrants were valued at approximately $5.6 million and have an expiration date of May 1, 2030.


As a result of the upfront fee and exit fee paid or payable to Hayfin, the expenses incurred by the Company  in connection with this transaction and the value of the Hayfin Warrants and Hayfin Second Amendment Warrants, the Company recognized an aggregate discount on the Hayfin Loans in the amount of $19.5 million. The Company records debt discount as a reduction to the face amount of the debt, and the debt discount is amortized as interest expense over the life of the debt using the interest method. Based on the fair value of the Hayfin Warrants and the aggregate amount of fees and expenses associated with obtaining the Hayfin Credit Facility, the effective interest rate on the Hayfin Loans as of September 30,2023 and December 31, 2022 was approximately 17.6% and 16.1%, respectively.

12

ADMA BIOLOGICS, INC. AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8.
STOCKHOLDERS’ EQUITY

Preferred Stock


The Company is currently authorized to issue up to 10 million shares of preferred stock, $0.0001, par value per share. There were no shares of preferred stock outstanding at September 30, 2023 and December 31, 2022.

Common Stock


As of September 30, 2023 and December 31, 2022, the Company was authorized to issue 300,000,000 shares of its common stock, $0.0001 par value per share, and 225,958,084 and 221,816,930 shares of common stock were outstanding as of September 30, 2023 and December 31, 2022, respectively. After giving effect to the 43,089,619 shares reserved for outstanding warrants and awards issued or reserved for future issuance under the Company’s equity incentive plans, as of September 30, 2023 there were 30,952,297 shares of common stock available for issuance.

Warrants


In connection with the Hayfin Credit Agreement that the Company entered into on March 23, 2022 (see Note 7), the Company issued the Hayfin Warrants to purchase 9,103,047 shares of the Company’s common stock. The Hayfin Warrants were valued at $9.6 million using the Black-Scholes option-pricing model assuming an expected term of seven years, a volatility of 68.1%, a dividend yield of 0% and a risk-free rate of interest of 2.36%. On May 1, 2023 the Company issued the Hayfin Second Amendment Warrants, which were valued at $5.6 million using the Black-Scholes option-pricing model assuming an expected term of seven years, a volatility of 67.8%, a dividend yield of 0% and a risk-free rate of interest of 3.62%.



On May 13, 2023, warrants to purchase 24,800 shares of the Company’s common stock held by a former noteholder of the Company expired in accordance with their terms. On June 16, 2023, various entities affiliated with Hayfin exercised 3,388,686 Hayfin Warrants in a cashless exercise transaction resulting in the Company issuing 1,967,847 shares of its common stock to such entities. At September 30, 2023 and December 31, 2022, the Company had outstanding warrants to purchase an aggregate of 12,502,906 and 13,525,148 shares, respectively, of common stock, with weighted-average exercise prices of $2.32 and $1.99 per share, respectively, with expiration dates ranging between December 2024 and December 2030.

Equity Incentive Plans


The fair value of stock options granted under the Company’s equity incentive plans was determined on the date of grant using the Black-Scholes option valuation model. The Black-Scholes model was developed for use in estimating the fair value of publicly traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of certain subjective assumptions including the expected stock price volatility. The stock options granted to employees and directors have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate. The following assumptions were used to determine the fair value of options granted during the nine months ended September 30, 2023 and 2022:

13

ADMA BIOLOGICS, INC. AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   
Nine Months Ended September 30,
 
   
2023
   
2022
 
Expected term
 
5.5 - 6.3 years
   
5.5 - 6.3 years
 
Volatility
 
68%

 
68%

Dividend yield
 
0.0
   
0.0
 
Risk-free interest rate
 
4.20-4.24%

 
1.72-1.73%



On June 21, 2022, the Company’s stockholders approved the ADMA Biologics, Inc. 2022 Compensation Plan (the “2022 Equity Plan”), which replaced the ADMA Biologics, Inc. 2014 Omnibus Incentive Compensation Plan. Approval of the 2022 Equity Plan resulted in approximately 18 million additional shares of the Company’s common stock being reserved for future awards. During the nine months ended September 30, 2023 and 2022, the Company granted options to purchase an aggregate of 1,727,510 and 1,194,032 shares of common stock, respectively, to its directors and employees.  The weighted average remaining contractual life of stock options outstanding and expected to vest at September 30, 2023 is 6.8 years. The weighted average remaining contractual life of stock options exercisable at September 30, 2023 is 5.2 years. During the nine months ended September 30, 2023, options to purchase 3,809,210 shares of common stock were exercised, for which 2,108,030 shares were withheld to cover the aggregate exercise prices and 259,867 shares were withheld to cover payroll taxes, and the Company received aggregate net exercise proceeds of $1.1 million.


A summary of the Company’s option activity under the Company’s equity incentive plans and related information is as follows:


   
Shares
   
Weighted
Average
Exercise Price
 
Options outstanding, vested and expected to vest at December 31, 2022
   
8,256,211
   
$
3.37
 
Forfeited
   
(96,392
)
 
$
2.71
 
Expired
   
(236,878
)
 
$
6.53
 
Granted
   
1,727,510
   
$
3.35
 
Exercised     (3,809,210 )   $ 3.15  
Options outstanding, vested and expected to vest at September 30, 2023
   
5,841,241
   
$
3.39
 
                 
Options exercisable