| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/01/2024 |
3. Issuer Name and Ticker or Trading Symbol
ADMA BIOLOGICS, INC. [ ADMA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 114,275(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (2) | (2) | Common Stock | 5,000 | 0(2) | D | |
| Restricted Stock Units | (3) | (3) | Common Stock | 25,000 | 0(3) | D | |
| Restricted Stock Units | (4) | (4) | Common Stock | 20,000 | 0(4) | D | |
| Restricted Stock Units | (5) | (5) | Common Stock | 71,250 | 0(5) | D | |
| Restricted Stock Units | (6) | (6) | Common Stock | 30,000 | 0(6) | D | |
| Stock Option (Right to Buy) | (7) | 01/30/2025 | Common Stock | 5,000 | 10.8 | D | |
| Stock Option (Right to Buy) | (8) | 07/30/2025 | Common Stock | 2,500 | 8.98 | D | |
| Stock Option (Right to Buy) | (9) | 02/14/2027 | Common Stock | 5,000 | 5 | D | |
| Stock Option (Right to Buy) | (10) | 05/03/2028 | Common Stock | 5,000 | 4.72 | D | |
| Stock Option (Right to Buy) | (11) | 10/09/2028 | Common Stock | 6,650 | 5.94 | D | |
| Stock Option (Right to Buy) | (12) | 06/05/2029 | Common Stock | 1,563 | 4.31 | D | |
| Stock Option (Right to Buy) | (13) | 06/05/2029 | Common Stock | 937 | 4.31 | D | |
| Stock Option (Right to Buy) | (14) | 03/10/2030 | Common Stock | 20,876 | 2.59 | D | |
| Stock Option (Right to Buy) | (15) | 08/19/2030 | Common Stock | 13,334 | 2.83 | D | |
| Stock Option (Right to Buy) | (16) | 02/25/2031 | Common Stock | 30,000 | 2.35 | D | |
| Stock Option (Right to Buy) | (17) | 07/19/2031 | Common Stock | 10,000 | 1.55 | D | |
| Explanation of Responses: |
| 1. Includes 114,275 shares acquired pursuant to the vesting of restricted stock units ("RSUs"). |
| 2. On February 25, 2021, the Company granted the reporting person 20,000 RSUs, 5,000 of which are currently unvested, with 25% vesting on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting. |
| 3. On September 28, 2021, the Company granted the reporting person 100,000 RSUs, 25,000 of which are currently unvested, with 50% vesting on December 31, 2022 and the remaining vesting quarterly from March 31, 2023 to December 31, 2024, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting. |
| 4. On March 7, 2022, the Company granted the reporting person 40,000 RSUs, 20,000 of which are currently unvested, with 25% vesting on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting. |
| 5. On March 6, 2023, the Company granted the reporting person 95,000 RSUs, 71,250 of which are currently unvested, with 25% vesting on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting. |
| 6. On July 24, 2023, the Company granted the reporting person 30,000 RSUs, all of which remain unvested, with 25% vesting on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting. |
| 7. The incentive stock options were granted to the reporting person on January 30, 2015, which are fully vested in accordance with the Amended and Restated ADMA Biologics, Inc. 2014 Omnibus Incentive Compensation Plan (the "Plan"). |
| 8. The incentive stock options were granted to the reporting person on July 30, 2015, which are fully vested in accordance with the Plan. |
| 9. The incentive stock options were granted to the reporting person on February 14, 2017, which are fully vested in accordance with the Plan. |
| 10. The incentive stock options were granted to the reporting person on May 3, 2018, which are fully vested in accordance with the Plan. |
| 11. The incentive stock options were granted to the reporting person on October 9, 2018, which are fully vested in accordance with the Plan. |
| 12. The incentive stock options were granted to the reporting person on June 5, 2019, which are fully vested in accordance with the Plan. |
| 13. The non-qualified stock options were granted to the reporting person on June 5, 2019, which are fully vested in accordance with the Plan. |
| 14. The incentive stock options were granted to the reporting person on March 10, 2020, which are fully vested in accordance with the Plan. |
| 15. The incentive stock options were granted to the reporting person on August 19, 2020, 2,084 of which are currently unvested. The options vest over four years with 25% of the shares of common stock underlying the options vesting on the one-year anniversary of the date of grant and the remaining 75% of such shares vesting monthly in equal installments over the next three years, subject to the reporting person's continued service as of the applicable vesting date. |
| 16. The incentive stock options were granted to the reporting person on February 25, 2021, 6,875 of which are currently unvested. The options vest over four years with 25% of the shares of common stock underlying the options vesting on the one-year anniversary of the date of grant and the remaining 75% of such shares vesting monthly in equal installments over the next three years, subject to the reporting person's continued service as of the applicable vesting date. |
| 17. The incentive stock options were granted to the reporting person on July 19, 2021, 3,334 of which are currently unvested. The options vest over four years with 25% of the shares of common stock underlying the options vesting on the one-year anniversary of the date of grant and the remaining 75% of such shares vesting monthly in equal installments over the next three years, subject to the reporting person's continued service as of the applicable vesting date. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Kaitlin M. Kestenberg-Messina, by Adam S. Grossman as attorney-in-fact | 04/02/2024 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 24
LIMITED POWER OF ATTORNEY
FOR SECTION 16(a) REPORTING
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Adam S. Grossman, President and Chief Executive Officer, and Michael A. Goldstein, Senior Director,
General Counsel, of ADMA Biologics, Inc. (the “Company”), and each of them, as the undersigned’s true and lawful attorney-in-fact (the “Attorney-in Fact”), with full power of substitution and resubstitution, with the power to act alone for the
undersigned and in the undersigned’s name, place and stead, in any and all capacities to:
1. prepare, execute and submit to the Securities and Exchange Commission (“SEC”), any national securities exchange and the Company any and all reports (including any amendment thereto) of
the undersigned required or considered advisable under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations thereunder, with respect to the equity securities of the Company, including Form 3
(Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership), and Form 5 (Annual Statement of Changes in Beneficial Ownership); and
2. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party,
including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.
The undersigned acknowledges that:
1. this Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his discretion on information provided to such Attorney-in-Fact without independent
verification of such information;
2. any documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such
information as the Attorney-in-Fact, in his discretion, deems necessary or desirable;
3. neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability
of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and
4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 16 of the Exchange Act, including,
without, limitation, the reporting requirements under Section 16(a) of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or convenient to be done in connection with the
foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his substitute or substitutes, shall lawfully do or cause to be done by authority of
this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and
transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.
This Limited Power of Attorney shall be governed by and construed in accordance the laws of the State of Delaware without regard to the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of March 28, 2024.
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Signature:
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/s/ Kaitlin M. Kestenberg | ||
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Print Name:
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Kaitlin M. Kestenberg
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