As filed with the Securities and Exchange Commission on February 27, 2019
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADMA BIOLOGICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 56-2590442 | |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
| incorporation or organization) | ||
| 465 State Route 17 | ||
| Ramsey, New Jersey | 07446 | |
| (Address of Principal Executive Offices) | (Zip Code) |
AMENDED AND RESTATED ADMA BIOLOGICS, INC. 2014 OMNIBUS INCENTIVE COMPENSATION PLAN
(Full title of the plan)
| Adam S. Grossman | ||
| President and Chief Executive Officer | David C. Schwartz, Esq. | |
| ADMA Biologics, Inc. | DLA Piper LLP (US) | |
| 465 State Route 17 | 51 John F. Kennedy Parkway, Suite 120 | |
| Ramsey, New Jersey 07446 | Short Hills, New Jersey 07078 | |
| (201) 478-5552 | (973) 520-2550 | |
| (Name, address, telephone number, | (With copies to) | |
| including area code, of agent for service) |
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. (Check one):
| Large accelerated filer o | Accelerated filer ý |
Non-accelerated filer o
|
Smaller reporting company ý | Emerging growth company o |
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 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee |
| Common Stock, $0.0001 par value per share | 1,854,122 | $3.96 | $7,342,323.12 | $890 |
| (1) | 1,854,122 shares of common stock, $0.0001 par value per share (“Common Stock”), of ADMA Biologics, Inc. (the “Registrant”) were automatically added to the shares authorized for issuance under the Amended and Restated ADMA Biologics, Inc. 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”), on January 1, 2019 pursuant to an “evergreen” provision contained in the 2014 Plan. Pursuant to such provision, on January 1 of each year through 2022, the number of shares authorized for issuance under the 2014 Plan is automatically increased by a number equal to 4% of the outstanding shares of Common Stock as of the end of Registrant’s immediately preceding fiscal year, or any lesser number of shares of Common Stock determined by the board of directors of the Registrant. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement on Form S-8 also covers an indeterminate number of shares of Common Stock which may be offered or issued to prevent dilution resulting from adjustments as a result of stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments. |
| (2) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h). The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of Registrant’s Common Stock as reported on the Nasdaq Capital Market on February 21, 2019. Pursuant to General Instruction E of Form S-8, the registration fee is calculated with respect to the additional securities registered on this Form S-8 only. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering an additional 1,854,122 shares of common stock, $0.0001 par value per share (the “Common Stock”), of ADMA Biologics, Inc. (the “Registrant”) that were added to the shares authorized for issuance under the Amended and Restated ADMA Biologics, Inc. 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”) for which registration statements on Form S-8 relating to the same employee benefit plan are effective.
The Registrant previously filed the Registration Statements on Form S-8 (File Nos. 333-224492, 333-220058 and 333-204590) on April 27, 2018, August 18, 2017 and May 29, 2015, respectively, with the Securities and Exchange Commission (the “Commission”) to register an aggregate of 5,412,666 shares of Common Stock that were authorized for issuance under the 2014 Plan (collectively, the “Prior Registration Statements”). Upon the effectiveness of this Registration Statement, an aggregate of 7,266,788 shares of Common Stock will be registered for issuance from time to time under the 2014 Plan. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the Prior Registration Statements are presented herein.
INCORPORATION BY REFERENCE
In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements, with respect to securities offered pursuant to the 2014 Plan, are hereby incorporated by reference.
The following documents previously filed by the Registrant with the Commission are incorporated herein by reference and shall be deemed to be a part hereof:
(1) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Commission on March 29, 2018;
(2) The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, filed with the Commission on May 14, 2018, August 10, 2018 and November 9, 2018, respectively;
(3) The Registrant’s Current Reports on Form 8-K filed with the Commission on February 15, 2018, February 16, 2018, April 24, 2018, May 14, 2018, May 16, 2018, June 8, 2018, June 12, 2018, June 18, 2018, June 22, 2018, June 25, 2018, July 3, 2018, July 24, 2018, July 26, 2018 (two reports), August 27, 2018, September 5, 2018 (two reports), October 1, 2018, October 3, 2018, October 11, 2018, October 17, 2018, December 19, 2018, December 20, 2018 (two reports), January 2, 2019, January 7, 2019, January 29, 2019, February 12, 2019 and February 25, 2019 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions to Form 8-K shall not be incorporated by reference into this Registration Statement); and
(4) The description of Common Stock set forth in the Registrant’s Registration Statement on Form 8-A12B filed with the Commission on November 5, 2014 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
In addition, all documents that the Registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission), but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.
For purposes of this Registration Statement, any document or statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such document or statement in such document. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
EXHIBITS
| EXHIBIT | ||
| NUMBER | DESCRIPTION | |
| 5.1 |
Opinion of DLA Piper LLP (US), counsel for the Registrant, regarding the legal validity of the shares of Common Stock being registered on this Registration Statement (filed herewith). | |
| 10.1 | Amended and Restated ADMA Biologics, Inc. 2014 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-8 filed on August 18, 2017). | |
| 23.1 | Consent of DLA Piper LLP (US) (contained in Exhibit 5.1). | |
| 23.2 |
Consent of CohnReznick LLP, the Registrant’s Independent Registered Public Accounting Firm (filed herewith). | |
| 24.1 |
Power of Attorney (included on signature page). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ramsey, State of New Jersey, on this 27th day of February, 2019.
|
ADMA Biologics, Inc. (Registrant) | ||
| By: | /s/ Adam S. Grossman | |
| Name: Adam S. Grossman | ||
| Title: President and Chief Executive Officer | ||
KNOW BY ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Adam S. Grossman and Brian Lenz, and each of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 (this “Registration Statement”) and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratify and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the date listed below.
| Signature | Capacity | Date | ||
| /s/ Adam S. Grossman | President and Chief Executive Officer | February 27, 2019 | ||
| Adam S. Grossman | (Principal Executive Officer) | |||
| /s/ Brian Lenz | Executive Vice President and Chief Financial Officer | February 27, 2019 | ||
| Brian Lenz | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Steven A. Elms | Chairman of the Board of Directors | February 27, 2019 | ||
| Steven A. Elms | ||||
| /s/ Dr. Jerrold B. Grossman | Vice Chairman of the Board of Directors | February 27, 2019 | ||
| Dr. Jerrold B. Grossman | ||||
| /s/ Bryant E. Fong | Director | February 27, 2019 | ||
| Bryant E. Fong | ||||
| /s/ Dov A. Goldstein, M.D. | Director | February 27, 2019 | ||
| Dov A. Goldstein, M.D. | ||||
| /s/ Lawrence P. Guiheen | Director | February 27, 2019 | ||
| Lawrence P. Guiheen | ||||
| /s/ Eric I. Richman | Director | February 27, 2019 | ||
| Eric I. Richman |
EXHIBIT INDEX
| EXHIBIT | ||
| NUMBER | DESCRIPTION | |
|
5.1
|
||
| 10.1 | Amended and Restated ADMA Biologics, Inc. 2014 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant?s Registration Statement on Form S-8 filed on August 18, 2017). | |
| 23.1 | Consent of DLA Piper LLP (US) (contained in Exhibit 5.1). | |
| 23.2 | ||
| 24.1 |
Power of Attorney (included on signature page). |
Exhibit 5.1
DLA Piper LLP (US) 51 John F. Kennedy Parkway, Suite 120 Short Hills, New Jersey 07078 www.dlapiper.com
T: 973-520-2550 F: 973-520-2551
Attorneys Responsible for Short Hills Office:
Andrew P. Gilbert Michael E. Helmer |
February 27, 2019
ADMA Biologics, Inc.
465 State Route 17
Ramsey, New Jersey 07446
| Re: | ADMA Biologics, Inc. – Registration Statement on Form S-8 |
Dear Ladies and Gentlemen:
We have acted as counsel to ADMA Biologics, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the registration of 1,854,122 shares (the “Plan Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable under the Amended and Restated ADMA Biologics, Inc. 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”), as referenced in the Registration Statement.
In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Plan Shares have been duly authorized and, when and to the extent issued in accordance with the terms of the 2014 Plan and any award agreement entered into under the 2014 Plan, the Plan Shares will be validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to the Delaware General Corporation Law.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the U.S. Securities and Exchange Commission thereunder.
Very truly yours,
/s/ DLA Piper LLP (US)
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement of ADMA Biologics, Inc. (the “Company”) on Form S-8 of our report, which includes an explanatory paragraph relating to the Company’s ability to continue as a going concern, dated March 29, 2018 on our audits of the consolidated financial statements of ADMA Biologics, Inc. and Subsidiaries as of December 31, 2017 and 2016 and for the years then ended, which report is included in the Annual Report on Form 10-K of ADMA Biologics, Inc. for the year ended December 31, 2017.
/s/ CohnReznick LLP
Roseland, New Jersey
February 27, 2019