Item 1.01 Entry into a Material Definitive Agreement.
On October 16, 2013, ADMA Biologics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co., as representative of the underwriters named on Schedule 1 thereto (the “Underwriters”). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 3,352,941 shares of its common stock, par value $0.0001 per share (the “Common Stock”), to the Underwriters at a price of $8.50 per share, less underwriting discounts and commissions. Also pursuant to the Underwriting Agreement, the Underwriters have been granted a 30-day option to purchase up to 502,941 additional shares of Common Stock to cover over-allotments, if any. The sale to the Underwriters is expected to close on October 22, 2013, subject to customary closing conditions.
The shares of Common Stock will be issued pursuant to a registration statement on Form S-1 (Registration No. 333-186579) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on October 16, 2013.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, each director and executive officer of the Company has entered into an agreement with the Underwriters not to sell, transfer or otherwise dispose of securities of the Company during the 180-day period following the offering, subject to extension in certain circumstances.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of the form which is incorporated by reference from the Registration Statement. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the Company. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Commission.
Item 8.01 Other Events.
On October 17, 2013, the Company issued a press release announcing the offering described above. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit No. Description
1.1 Underwriting Agreement, incorporated by reference to Amendment No. 1 to the Company’s registration statement on Form S-1 (333-186579) filed with the Commission on April 8, 2013.
99.1 Press Release dated October 17, 2013.