UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2019
| ADMA BIOLOGICS, INC. | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-36728 | 56-2590442 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 465 State Route 17, Ramsey, New Jersey | 07446 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (201) 478-5552
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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, par value $0.0001 per share | ADMA | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
EXPLANATORY NOTE
On June 5, 2019, ADMA Biologics, Inc. (the “Company”) filed a Current Report on Form 8-K with the SEC (the “Original 8-K”) disclosing the results of the votes cast as reported by an independent third party at its Annual Meeting of Stockholders (the “Annual Meeting”), which was held on June 5, 2019. The voting results for Proposal No. 2 were incorrectly tabulated by this independent third party and were subsequently disclosed in the Original 8-K. This Current Report on Form 8-K/A amends the Original 8-K to (i) disclose the correct voting results for Proposal No. 2, (ii) state that Proposal No. 2 was not approved, (iii) disclose that the Company intends, at an appropriate time, to seek stockholder approval to amend its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, $0.0001 par value per share, and (iv) restate the remaining information included in the Original 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its Annual Meeting on June 5, 2019. At the Annual Meeting, the following matters were submitted to a vote of stockholders:
| 1. | The election of two (2) Class III directors to serve until the Company’s 2022 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified; |
| 2. | The amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to (i) increase the number of authorized shares of common stock, $0.0001 par value per share (“Common Stock”), from 75,000,000 shares to 150,000,000 shares, and (ii) remove the Company’s non-voting common stock, which was retired in full on May 14, 2018, and delete all references therein to the non-voting common stock (the “Second Amended and Restated Certificate of Incorporation); |
| 3. | The approval of the compensation of the Company’s named executive officers, on an advisory basis; |
| 4. | The determination, on an advisory basis, of the frequency with which the stockholders of the Company shall have an advisory vote on executive compensation, as disclosed pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission (the “SEC”); and |
| 5. | The ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019. |
At the close of business on April 10, 2019, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 46,353,068 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 39,460,160 shares of the Company’s Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.
At the Annual Meeting, (i) the two Class III directors were elected, (ii) the Second Amended and Restated Certificate of Incorporation was not approved, (iii) the compensation of the Company’s named executive officers was approved, on an advisory basis, (iv) the frequency with which the stockholders of the Company shall have an advisory vote on executive compensation, as disclosed pursuant to the executive compensation disclosure rules of the SEC, was determined to be three years, on an advisory basis, and (v) the appointment of the Company’s independent registered public accounting firm for the year ending December 31, 2019 was ratified. The Company intends, at an appropriate time, to seek stockholder approval to amend its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock.
Proposal No. 1— Election of Class III Directors
The vote with respect to the election of Class III directors was as follows:
| Nominees | For | Withheld | Broker Non-Votes | |||
| Dr. Jerrold B. Grossman | 27,003,055 | 1,074,461 | 11,382,644 | |||
| Lawrence P. Guiheen | 26,825,490 | 1,252,026 | 11,382,644 |
Proposal No. 2 — Second Amended and Restated Certificate of Incorporation
The vote with respect to the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to (i) increase the number of authorized shares of Common Stock from 75,000,000 shares to 150,000,000 shares, and (ii) remove the Company’s non-voting common stock, which was retired in full on May 14, 2018, and delete all references therein to the non-voting common stock, was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 20,540,692 | 7,466,866 | 69,958 | 11,382,644 |
Proposal No. 3 — Say-on-Pay
The vote with respect to the approval of the compensation of the Company’s named executive officers, on an advisory basis, was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 25,953,094 | 2,079,400 | 45,022 | 11,382,644 |
Proposal No. 4 — Say-on-Pay Frequency
The vote with respect to the determination, on an advisory basis, of the frequency with which the stockholders of the Company shall have an advisory vote on executive compensation, as disclosed pursuant to the executive compensation disclosure rules of the SEC, was as follows:
| Every Three Years | Every Two Years | Every Year | Abstain | Broker Non-Votes | ||||
| 23,738,788 | 88,493 | 4,216,559 | 33,676 | 11,382,644 |
Proposal No. 5 — Ratification of the Appointment of Independent Registered Public Accounting Firm
The vote with respect to the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 was as follows:
| For | Against | Abstain | ||
| 39,027,085 | 297,448 | 135,627 |
Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation
Based on the vote of our stockholders at the Annual Meeting held on June 5, 2019, the Company has determined to provide for an advisory stockholder vote on executive compensation every three years.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| June 11, 2019 | ADMA Biologics, Inc. | ||
| By: | /s/ Brian Lenz | ||
| Name: | Brian Lenz | ||
| Title: | Executive Vice President and Chief Financial Officer | ||