UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2022
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (201 )
478-5552
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(Former name or former address, if changed since last report.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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-
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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. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 7, 2022, upon the recommendation of the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of ADMA Biologics, Inc.
(the “Company”), the Board approved the following base salaries for 2022, cash bonuses attributable to 2021 performance and annual incentive awards for the Company’s named executive officers, as set forth below:
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Name
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Position
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2022
Base
Salary
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Bonus (1)
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Number of
RSUs (2)(3)
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Number of Shares
Underlying Stock
Options (2)(4)(5)
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Other
Compensation
(6)
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Adam S. Grossman
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President, Chief Executive
Officer and Director
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$
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636,540
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$
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506,142
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300,000
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600,000
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-
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Brian Lenz
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Executive Vice President, Chief Financial Officer
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$
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445,578
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$
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245,284
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137,500
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275,000
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$
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120,000
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Bonus amounts reflect a cash bonus that will be paid by the Company to the named executive officers on or before March 15, 2022. These cash bonus amounts reflect achievement of 126% of the Company’s 2021 corporate goals and milestones.
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Grant date was March 7, 2022.
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The restricted stock units (“RSUs”) will vest quarterly on each anniversary of the date of grant (over four years) in accordance with the 2014 Omnibus Incentive Compensation Plan.
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The exercise price of $1.67 reflects the per share fair market value of the Company’s common stock, $0.0001 par value per share (“Common Stock”), as determined by the closing price of the Company’s Common Stock on the Nasdaq Global
Market on the grant date.
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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, becoming fully vested on March 7, 2026 in accordance with the 2014 Omnibus Incentive Compensation Plan.
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Amount reflects the continued payment of $5,000 per month in temporary living expenses for Mr. Lenz, plus appropriate tax gross-up, through December 31, 2022.
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The Compensation Committee reached its recommendation regarding the compensation and incentive awards for the named executive officers in consultation with an independent
compensation consultant. The cash bonuses and RSUs and stock options were awarded at the discretion of the Compensation Committee and were based on each named executive officer’s annual cash bonus and equity targets, as established by the
Compensation Committee, and the Compensation Committee’s evaluation of the performance of each named executive officer, and approved by the Board. As a part of this performance evaluation, the Compensation Committee considered the achievement of
126% of the Company’s 2021 corporate goals and milestones.
| Item 9.01 |
Exhibits
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(d) Exhibits
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded with the Inline XBRL Document)
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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.
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March 9, 2022
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ADMA Biologics, Inc.
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By:
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/s/ Brian Lenz
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Name:
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Brian Lenz
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Title:
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Executive Vice President and Chief Financial Officer
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