SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PERCEPTIVE ADVISORS LLC

(Last) (First) (Middle)
51 ASTOR PLACE, 10TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ADMA BIOLOGICS, INC. [ ADMA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/21/2019 P 4,000,000 A $4 11,521,102 I See Footnote(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $3.2775(2) 02/11/2019 P 1,360,000 02/11/2019(3) 02/11/2029 Common Stock 1,360,000 (4) 1,360,000 I See Footnote(5)
Warrants (right to buy) $4.64 05/03/2019 P 250,000 05/03/2019(3) 05/03/2029 Common Stock 250,000 (4) 250,000 I See Footnote(5)
1. Name and Address of Reporting Person*
PERCEPTIVE ADVISORS LLC

(Last) (First) (Middle)
51 ASTOR PLACE, 10TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD

(Last) (First) (Middle)
C/O PERCEPTIVE ADVISORS LLC
51 ASTOR PLACE, 10TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EDELMAN JOSEPH

(Last) (First) (Middle)
C/O PERCEPTIVE ADVISORS LLC
51 ASTOR PLACE, 10TH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
Explanation of Responses:
1. The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
2. The exercise price is a per share dollar amount equal to (i) $2.85 multiplied by (ii) 1.15, subject to adjustment in certain circumstances set forth in the warrant agreement (the "Warrant Agreement").
3. The Warrants cannot be exercised to the extent that, after giving effect to such exercise, Perceptive Credit Holdings II, L.P. (the "Credit Fund"), together with its Affiliates (as defined in the terms of the Warrant Agreement) would beneficially own in excess of 9.99% of the Issuer's voting shares. Accordingly, the Warrants cannot currently be exercised.
4. The Warrants were acquired from the Issuer in connection with the Issuer's credit facility with the Credit Fund.
5. The securities are directly held by the Credit Fund. Mr. Edelman is the control person of the general partner of the Credit Fund. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
Remarks:
/s/ Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager By: Joseph Edelman, its managing member 05/23/2019
/s/ Perceptive Advisors LLC, By: Joseph Edelman, its managing member 05/23/2019
/s/ Joseph Edelman 05/23/2019
** Signature of Reporting Person Date
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