Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 02, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | ADMA BIOLOGICS, INC. | |
Entity Central Index Key | 0001368514 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2020 | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Common Stock Shares Outstanding | 94,548,052 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-36728 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 56-2590442 | |
Entity Address Address Line 1 | 465 State Route 17 | |
Entity Address City Or Town | Ramsey | |
Entity Address State Or Province | NJ | |
Entity Address Postal Zip Code | 07446 | |
City Area Code | 201 | |
Local Phone Number | 478-5552 | |
Security 12b Title | Common Stock | |
Trading Symbol | ADMA | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 59,675,045 | $ 26,752,135 |
Accounts receivable, net | 6,334,536 | 3,469,919 |
Inventories | 69,752,528 | 53,064,734 |
Prepaid expenses and other current assets | 3,786,421 | 2,533,593 |
Total current assets | 139,548,530 | 85,820,381 |
Property and equipment, net | 39,622,510 | 31,741,317 |
Intangible assets, net | 2,622,959 | 3,159,474 |
Right to use assets | 2,782,987 | 1,245,029 |
Goodwill | 3,529,509 | 3,529,509 |
Deposits and other assets | 1,869,548 | 1,595,015 |
TOTAL ASSETS | 189,976,043 | 127,090,725 |
Current liabilities: | ||
Accounts payable | 7,979,772 | 9,174,591 |
Accrued expenses and other current liabilities | 8,074,989 | 4,481,395 |
Current portion of deferred revenue | 142,834 | 142,834 |
Current portion of lease obligations | 275,988 | 229,073 |
Total current liabilities | 16,473,583 | 14,027,893 |
Senior notes payable, net of discount | 82,108,633 | 68,291,163 |
Deferred revenue, net of current portion | 2,154,407 | 2,261,532 |
Subordinated note payable, net of discount | 14,934,926 | 14,908,053 |
Lease obligations, net of current portion | 2,860,732 | 1,302,361 |
Other non-current liabilities | 67,808 | 106,574 |
TOTAL LIABILITIES | 118,600,089 | 100,897,576 |
COMMITMENTS AND CONTINGENCIES | 0 | 0 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common Stock, $0.0001 par value, 150,000,000 shares authorized, 89,616,176 and 59,318,355 shares issued and outstanding | 8,962 | 5,932 |
Additional paid-in capital | 392,424,321 | 290,903,772 |
Accumulated deficit | (321,057,329) | (264,716,555) |
TOTAL STOCKHOLDERS' EQUITY | 71,375,954 | 26,193,149 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 189,976,043 | $ 127,090,725 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 89,616,176 | 59,318,355 |
Common stock, shares outstanding | 89,616,176 | 59,318,355 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUES: | ||||
Product revenue | $ 10,240,650 | $ 7,186,795 | $ 28,156,571 | $ 17,204,909 |
License revenue | 35,708 | 35,708 | 107,125 | 107,125 |
Total Revenues | 10,276,358 | 7,222,503 | 28,263,696 | 17,312,034 |
OPERATING EXPENSES: | ||||
Cost of product revenue (exclusive of amortization expense shown below) | 11,855,464 | 7,916,220 | 42,180,319 | 27,812,635 |
Research and development | 1,708,391 | 491,404 | 4,893,549 | 1,879,025 |
Plasma center operating expenses | 1,218,898 | 456,899 | 2,597,444 | 1,705,498 |
Amortization of intangible assets | 178,838 | 211,235 | 536,514 | 633,704 |
Selling, general and administrative | 9,115,744 | 7,197,173 | 25,750,458 | 18,878,690 |
Total operating expenses | 24,077,335 | 16,272,931 | 75,958,284 | 50,909,552 |
LOSS FROM OPERATIONS | (13,800,977) | (9,050,428) | (47,694,588) | (33,597,518) |
OTHER INCOME (EXPENSE): | ||||
Interest and other income | 1,164 | 281,896 | 268,643 | 619,103 |
Interest expense | (3,091,200) | (2,649,404) | (8,875,597) | (6,262,489) |
Loss on extinguishment of debt | 0 | 0 | 0 | (9,962,495) |
Gain on transfer of plasma center assets | 0 | 0 | 0 | 11,527,421 |
Other expense, net | (26,440) | (20,523) | (39,232) | (42,308) |
Other income expense, net | (3,116,476) | (2,388,031) | (8,646,186) | (4,120,768) |
NET LOSS | $ (16,917,453) | $ (11,438,459) | $ (56,340,774) | $ (37,718,286) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ (0.19) | $ (0.19) | $ (0.68) | $ (0.72) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic and Diluted | 87,698,258 | 59,317,830 | 82,627,753 | 52,673,190 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2018 | 46,353,068 | |||
Balance, amount at Dec. 31, 2018 | $ 19,770,438 | $ 4,635 | $ 236,203,041 | $ (216,437,238) |
Stock-based compensation | 637,263 | 0 | 637,263 | 0 |
Warrants issued in connection with note payable | 2,699,208 | 0 | 2,699,208 | 0 |
Net loss | (13,067,955) | $ 0 | 0 | (13,067,955) |
Balance, shares at Mar. 31, 2019 | 46,353,068 | |||
Balance, amount at Mar. 31, 2019 | 10,038,954 | $ 4,635 | 239,539,512 | (229,505,193) |
Balance, shares at Dec. 31, 2018 | 46,353,068 | |||
Balance, amount at Dec. 31, 2018 | 19,770,438 | $ 4,635 | 236,203,041 | (216,437,238) |
Net loss | (37,718,286) | |||
Balance, shares at Sep. 30, 2019 | 59,318,355 | |||
Balance, amount at Sep. 30, 2019 | 36,118,072 | $ 5,932 | 290,267,664 | (254,155,524) |
Balance, shares at Mar. 31, 2019 | 46,353,068 | |||
Balance, amount at Mar. 31, 2019 | 10,038,954 | $ 4,635 | 239,539,512 | (229,505,193) |
Stock-based compensation | 726,736 | 0 | 726,736 | 0 |
Warrants issued in connection with note payable | 879,907 | 0 | 879,907 | 0 |
Net loss | (13,211,872) | $ 0 | 0 | (13,211,872) |
Exercise of stock options, shares | 27,238 | |||
Exercise of stock options, amount | 75,048 | $ 3 | 75,045 | 0 |
Issuance of common stock, net of offering expenses, shares | 12,937,500 | |||
Issuance of common stock, net of offering expenses, amount | 48,397,088 | $ 1,294 | 48,395,794 | 0 |
Balance, shares at Jun. 30, 2019 | 59,317,806 | |||
Balance, amount at Jun. 30, 2019 | 46,905,861 | $ 5,932 | 289,616,994 | (242,717,065) |
Stock-based compensation | 650,670 | 0 | 650,670 | 0 |
Net loss | (11,438,459) | $ 0 | 0 | (11,438,459) |
Exercise of stock options, shares | 549 | |||
Exercise of stock options, amount | 0 | $ 0 | 0 | 0 |
Balance, shares at Sep. 30, 2019 | 59,318,355 | |||
Balance, amount at Sep. 30, 2019 | 36,118,072 | $ 5,932 | 290,267,664 | (254,155,524) |
Balance, shares at Dec. 31, 2019 | 59,318,355 | |||
Balance, amount at Dec. 31, 2019 | 26,193,149 | $ 5,932 | 290,903,772 | (264,716,555) |
Stock-based compensation | 676,548 | 0 | 676,548 | 0 |
Net loss | (19,245,230) | $ 0 | 0 | (19,245,230) |
Exercise of stock options, shares | 1,958 | |||
Exercise of stock options, amount | 7,177 | $ 0 | 7,177 | 0 |
Issuance of common stock, net of offering expenses, shares | 27,025,000 | |||
Issuance of common stock, net of offering expenses, amount | 88,704,039 | $ 2,703 | 88,701,336 | 0 |
Balance, shares at Mar. 31, 2020 | 86,345,313 | |||
Balance, amount at Mar. 31, 2020 | 96,335,683 | $ 8,635 | 380,288,833 | (283,961,785) |
Balance, shares at Dec. 31, 2019 | 59,318,355 | |||
Balance, amount at Dec. 31, 2019 | 26,193,149 | $ 5,932 | 290,903,772 | (264,716,555) |
Net loss | (56,340,774) | |||
Balance, shares at Sep. 30, 2020 | 89,616,176 | |||
Balance, amount at Sep. 30, 2020 | 71,375,954 | $ 8,962 | 392,424,321 | (321,057,329) |
Balance, shares at Mar. 31, 2020 | 86,345,313 | |||
Balance, amount at Mar. 31, 2020 | 96,335,683 | $ 8,635 | 380,288,833 | (283,961,785) |
Stock-based compensation | 715,608 | 0 | 715,608 | 0 |
Net loss | (20,178,091) | $ 0 | 0 | (20,178,091) |
Exercise of stock options, shares | 4,668 | |||
Exercise of stock options, amount | 6,255 | $ 0 | 6,255 | 0 |
Balance, shares at Jun. 30, 2020 | 86,349,981 | |||
Balance, amount at Jun. 30, 2020 | 76,879,455 | $ 8,635 | 381,010,696 | (304,139,876) |
Stock-based compensation | 774,784 | 0 | 774,784 | 0 |
Net loss | (16,917,453) | $ 0 | 0 | (16,917,453) |
Issuance of common stock, net of offering expenses, shares | 3,251,195 | |||
Issuance of common stock, net of offering expenses, amount | 10,639,168 | $ 325 | 10,638,843 | 0 |
Vesting of restricted stock units, shares | 15,000 | |||
Vesting of restricted stock units, amount | 0 | $ 2 | (2) | 0 |
Balance, shares at Sep. 30, 2020 | 89,616,176 | |||
Balance, amount at Sep. 30, 2020 | $ 71,375,954 | $ 8,962 | $ 392,424,321 | $ (321,057,329) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (56,340,774) | $ (37,718,286) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,709,783 | 2,429,550 |
Loss on disposal of fixed assets | 12,478 | 27,017 |
Stock-based compensation | 2,166,940 | 2,014,669 |
Gain on transfer of plasma center assets | 0 | (11,527,421) |
Amortization of debt discount | 1,344,344 | 719,607 |
Loss on extinguishment of debt | 0 | 9,962,495 |
Amortization of license revenue | (107,125) | (107,125) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,864,617) | (5,923,040) |
Inventories | (16,687,794) | (21,870,736) |
Prepaid expenses and other current assets | (1,252,828) | 44,081 |
Deposits and other assets | (74,335) | 104,687 |
Accounts payable | (1,194,820) | 3,059,511 |
Accrued expenses | 2,617,472 | 1,326,363 |
Deferred revenue | 0 | 1,055,076 |
Other current and non-current liabilities | (112,246) | (137,916) |
Net cash used in operating activities | (69,783,522) | (56,541,468) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (9,128,359) | (2,217,542) |
Proceeds from the sale of property and equipment | 2,000 | 0 |
Net cash used in investing activities | (9,126,359) | (2,217,542) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on notes payable | 0 | (30,000,000) |
Payment of end of term fee | 0 | (2,760,000) |
Payment of debt refinancing fees | 0 | (6,499,867) |
Proceeds from issuance of note payable | 12,500,000 | 72,500,000 |
Payment of debt issuance costs | 0 | (1,679,661) |
Proceeds from the issuance of common stock, net of offering expenses | 99,343,207 | 48,397,088 |
Proceeds from the exercise of stock options | 13,432 | 75,048 |
Payments on finance lease obligations | (23,848) | (22,298) |
Net cash provided by financing activities | 111,832,791 | 80,010,310 |
Net increase in cash and cash equivalents | 32,922,910 | 21,251,300 |
Cash and cash equivalents, including restricted cash - beginning of period | 26,752,135 | 26,754,852 |
Cash and cash equivalents - end of period | $ 59,675,045 | $ 48,006,152 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 9 Months Ended |
Sep. 30, 2020 | |
ORGANIZATION AND BUSINESS | |
1. ORGANIZATION AND BUSINESS | 1. ORGANIZATION AND BUSINESS ADMA Biologics, Inc. (“ADMA” or the “Company”) is an end-to-end commercial biopharmaceutical company dedicated to manufacturing, marketing and developing specialty plasma-derived biologics for the treatment of immunodeficient patients at risk for infection and others at risk for certain infectious diseases. The Company’s targeted patient populations include immune-compromised individuals who suffer from an underlying immune deficiency disorder or who may be immune-suppressed for medical reasons. ADMA operates through its wholly-owned subsidiaries ADMA BioManufacturing, LLC (“ADMA BioManufacturing”) and ADMA BioCenters Georgia Inc. (“ADMA BioCenters”). ADMA BioManufacturing was formed in January 2017 to facilitate the acquisition of the Biotest Therapy Business Unit (“BTBU”) from BPC Plasma, Inc. (formerly Biotest Pharmaceuticals Corporation) (“BPC” and, together with Biotest AG, “Biotest”) on June 6, 2017. The acquisition included certain assets (the “Biotest Assets”) of BTBU, which included the FDA-licensed BIVIGAM and Nabi-HB immunoglobulin products, and an FDA-licensed plasma fractionation manufacturing facility located in Boca Raton, FL (the “Boca Facility”) (the “Biotest Transaction”). BTBU had previously been the Company’s third-party contract manufacturer. ADMA BioCenters is the Company’s source plasma collection business with two plasma collection facilities located in the U.S., one of which holds an approved license with the U.S. Food and Drug Administration (the “FDA”) while the other facility’s license application is pending with the FDA. The Company has three FDA-approved products, all of which are currently marketed and commercially available: (i) BIVIGAM (Immune Globulin Intravenous, Human), an Intravenous Immune Globulin (“IVIG”) product indicated for the treatment of Primary Humoral Immunodeficiency (“PI”), also known as Primary Immunodeficiency Disease (“PIDD”), and for which we received FDA approval on May 9, 2019 for the commercial re-launch of the product and commenced the commercial re-launch in August 2019; (ii) ASCENIV (Immune Globulin Intravenous, Human – slra 10% Liquid), an IVIG product indicated for the treatment of PI, for which we received FDA approval on April 1, 2019 and commenced first commercial sales in October 2019; and (iii) Nabi-HB (Hepatitis B Immune Globulin, Human), which is indicated for the treatment of acute exposure to blood containing Hepatitis B surface antigen (“HBsAg”) and other listed exposures to Hepatitis B. In addition to its commercially available immunoglobulin products, the Company provides contract manufacturing and laboratory services for certain clients and generates revenues from the sale of intermediate by-products that result from the immunoglobulin production process. The Company seeks to develop a pipeline of plasma-derived therapeutics, and its products and product candidates are intended to be used by physician specialists focused on caring for immune-compromised patients with or at risk for certain infectious diseases. As of September 30, 2020, the Company had working capital of $123.1 million, including $59.7 million of cash and cash equivalents. Based upon the Company’s current projected revenue and expenditures, including capital expenditures and continued implementation of the Company’s commercialization and expansion activities, as well as certain other assumptions, the Company’s management currently believes that its cash, cash equivalents, projected revenue and accounts receivable will be sufficient to fund ADMA’s operations, as currently conducted, into the second quarter of 2021. In order to have sufficient cash to fund its operations thereafter, the Company anticipates it will need to raise additional capital before the end of the second quarter of 2021. These estimates may change based upon several factors, including the success of the Company’s commercial sales of its products, manufacturing ramp-up activities, the acceptability of ADMA’s immune globulin products by physicians, patients or payers and the various financing options that may be available to the Company. In addition, the Company’s end-to-end production cycle from procurement of raw materials to commercial release of finished product can take between seven and 12 months or potentially longer, requiring substantial investments in raw material plasma and other manufacturing materials. The Company currently has no firm commitments for additional financing, and there can be no assurance that the Company will be able to secure additional financing on terms that are acceptable to the Company, or at all. Furthermore, if the Company’s assumptions underlying its estimated expenses and revenues are incorrect, it may have to raise additional capital sooner than currently anticipated. Due to numerous risks and uncertainties associated with FDA review, inspections and approvals related to the Company’s products or the labeled indications of such products, ongoing compliance requirements and capacity expansion efforts at the Company’s Boca Facility and future commercialization of the Company’s products, including the Company’s ability to obtain adequate quantities of FDA-approved plasma with proper specifications on acceptable terms for use in the Company’s manufacturing process, as well as the additional uncertainties surrounding the COVID-19 pandemic (see Note 9), the Company is unable to estimate with certainty the amounts of increased capital outlays and operating expenditures required to fund its commercial and development activities. The Company’s current estimates may be subject to change as circumstances regarding its business requirements evolve. Failure to secure any necessary financing in a timely manner and on commercially reasonable terms could have a material adverse effect on the Company’s business plan and financial performance and it could be forced to delay or discontinue its commercialization, product development or clinical activities or delay or discontinue the approval efforts for any of the Company’s products or product candidates. The Company has reported cumulative losses since inception in June 2004 through September 30, 2020 of $321.1 million. As such, these factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of asset carrying amounts and the classification of liabilities that might be necessary from the outcome of this uncertainty. The Company may decide to raise capital through public or private equity offerings or debt financings, or obtain a bank credit facility or enter into corporate collaboration and licensing arrangements. The sale of additional equity or debt securities, if convertible, could result in dilution to the Company’s existing stockholders and, in such event, the market value of its common stock may decline. The incurrence of additional indebtedness would result in increased fixed obligations and could also result in covenants that would restrict the Company’s operations or other financing alternatives. In addition, the Company is exploring additional contract manufacturing arrangements and other business development opportunities, which may provide additional liquidity to the Company. On August 5, 2020, the Company entered into an open market sale agreement (the “Sale Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which the Company could offer and sell, from time to time, at its option, through or to Jefferies, up to an aggregate of $50 million of shares of the Company’s common stock (see Note 7). On November 5, 2020, the Company and Jefferies entered into an amendment to the Sale Agreement to provide for an increase in the aggregate offering amount under the Sale Agreement such that, as of November 5, 2020, the Company may currently sell shares having an additional aggregate offering price of up to $20 million under the Sale Agreement, as amended (see Note 14). Through October 31, 2020, the Company received net proceeds from the sale of its common stock under the Sale Agreement of $20.3 million. There can be no assurance that the Company’s approved products will be commercially viable, or that research and development, plant capacity expansion, plasma center build-outs or other capital improvements will be successfully completed or that any product developed in the future will be approved. The Company is subject to risks common to companies in the biotechnology and pharmaceutical manufacturing industries including, but not limited to, dependence on collaborative arrangements, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and compliance with FDA and other governmental regulations and approval requirements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (the “FASB”). The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 13, 2020. The accompanying consolidated balance sheet as of December 31, 2019 was derived from the audited financial statements as of and for the year ended December 31, 2019. These condensed consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X, and therefore omit or condense certain footnotes and other information normally included in complete consolidated financial statements prepared in accordance with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2020, its results of operations and changes in equity for the three and nine months ended September 30, 2020 and cash flows for the nine months ended September 30, 2020. During the three and nine months ended September 30, 2020 and 2019, comprehensive loss was equal to the net loss amounts presented for the respective periods in the accompanying condensed consolidated statements of operations. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year. Use of estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the realizable value of accounts receivable, valuation of inventory, assumptions used in projecting future liquidity and capital requirements, assumptions used in the fair value of awards granted under the Company’s equity incentive plans and warrants issued in connection with the issuance of notes payable and the valuation allowance for the Company’s deferred tax assets. Fair value of financial instruments The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, are shown at cost which approximates fair value due to the short-term nature of these instruments. The debt outstanding under the Company’s senior secured term loan (see Note 6) approximates fair value due to the variable interest rate on this debt. With respect to the subordinated note payable in the amount of $15.0 million as of September 30, 2020 and December 31, 2019 held by Biotest, a principal stockholder of the Company at the time the note was issued concurrent with an acquisition transaction with an affiliate of such stockholder (see Note 6), the Company has concluded that an estimation of fair value for this note is not practicable. Accounts receivable Accounts receivable is reported at realizable value, net of allowances for contractual credits and doubtful accounts, which are recognized in the period the related revenue is recorded. The Company extends credit to its customers based upon an evaluation of each customer's financial condition and credit history. Evaluations of the financial condition and associated credit risk of customers are performed on an ongoing basis. Based on these evaluations, the Company has concluded that its credit risk is minimal. At September 30, 2020, three customers accounted for an aggregate of 80% of the Company’s total accounts receivable, and at December 31, 2019, two customers accounted for 89% of the Company’s total accounts receivable. Inventories Inventories, including plasma intended for resale and plasma intended for internal use in the Company’s manufacturing, commercialization or research and development activities, are carried at the lower of cost or net realizable value determined by the first-in, first-out method. Due to previous uncertainties surrounding certain prior submissions made to the FDA, all costs related to the production of BIVIGAM and ASCENIV prior to their FDA approval dates of May 9, 2019 and April 1, 2019, respectively, have been charged to cost of product revenue in the accompanying consolidated statements of operations during the period the product was produced. In addition, costs associated with the production of conformance or engineering lots that would not qualify as immediately available for commercial sale are charged to cost of product revenue and not capitalized into inventory. Goodwill Goodwill represents the excess of purchase price over the fair value of net assets acquired by the Company. Goodwill at September 30, 2020 and December 31, 2019 was $3.5 million. All of the Company’s goodwill is attributable to its ADMA BioManufacturing business segment and is related to a 2017 acquisition transaction. Goodwill is not amortized, but is assessed for impairment on an annual basis or more frequently if impairment indicators exist. The Company has the option to perform a qualitative assessment of goodwill to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill and other intangible assets. If the Company concludes that this is the case, then it must perform a goodwill impairment test by comparing the fair value of the reporting unit to its carrying value. An impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The Company performs its annual goodwill impairment test as of October 1 of each year. The Company’s annual goodwill impairment test as of October 1, 2020 did not result in a goodwill impairment charge, and the Company did not record any impairment charges related to goodwill for the three and nine months ended September 30, 2020 and 2019. Impairment of long-lived assets The Company assesses the recoverability of its long-lived assets, which include property and equipment and finite-lived intangible assets, whenever significant events or changes in circumstances indicate impairment may have occurred. If indicators of impairment exist, projected future undiscounted cash flows associated with the asset are compared to its carrying amount to determine whether the asset’s carrying value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. For the three and nine months ended September 30, 2020 and 2019, the Company determined that there was no impairment of its long-lived assets. Revenue recognition Revenues for the three and nine months ended September 30, 2020 and 2019 are comprised of (i) revenues from the sale of the Company’s immunoglobulin products, BIVIGAM, ASCENIV and Nabi-HB, (ii) product revenues from the sale of human plasma collected through the Company’s Plasma Collection Centers business segment, (iii) contract manufacturing and laboratory services revenue, (iv) revenues from the sale of intermediate by-products; and (v) license and other revenues primarily attributable to the out-licensing of ASCENIV to Biotest in 2012 to market and sell this product in Europe and selected countries in North Africa and the Middle East. Biotest has provided the Company with certain services and financial payments in accordance with the related Biotest license agreement and is obligated to pay the Company certain amounts in the future if certain milestones are achieved. Deferred revenue is amortized into income over the term of the Biotest license, representing a period of approximately 22 years. Product revenue is recognized when the customer is deemed to have control over the product. Control is determined based on when the product is shipped or delivered and title passes to the customer. Revenue is recorded in an amount that reflects the consideration the Company expects to receive in exchange. Revenue from the sale of the Company’s immunoglobulin products is recognized when the product reaches the customer’s destination, and is recorded net of estimated rebates, price protection arrangements and customer incentives, including prompt pay discounts, wholesaler chargebacks and other wholesaler fees. These estimates are based on historical experience and certain other assumptions, and the Company believes that such estimates are reasonable. For revenues associated with contract manufacturing and the sale of intermediates, control transfers to the customer and the performance obligation is satisfied when the customer takes possession of the product from the Boca Facility or from a third-party warehouse that is utilized by the Company. Product revenues from the sale of human plasma collected at the Company’s plasma collection centers are recognized at the time control of the product has been transferred to the customer, which generally occurs at the time of shipment. Product revenues are recognized at the time of delivery if the Company retains control of the product during shipment. For the nine months ended September 30, 2020, three customers represented an aggregate of 82% of the Company’s consolidated revenues. For the nine months ended September 30, 2019, four customers represented an aggregate of 86% of the Company’s consolidated revenues. Cost of product revenue Cost of product revenue includes costs associated with the manufacture of the Company’s FDA approved products, intermediates and the sale of human source plasma, as well as expenses related to conformance batch production, process development and scientific and technical operations when these operations are attributable to marketed products. When the activities of these operations are attributable to new products in development, the expenses are classified as research and development expenses. Loss per common share Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share is calculated by dividing net loss attributable to common stockholders, as adjusted for the effect of dilutive securities, if any, by the weighted average number of shares of common stock and dilutive common stock outstanding during the period. Potentially dilutive common stock includes the shares of common stock issuable upon the exercise of outstanding stock options and warrants, using the treasury stock method. Potentially dilutive common stock is excluded from the diluted loss per common share computation to the extent that it would be anti-dilutive. As a result, no potentially dilutive securities are included in the computation of any of the accompanying diluted loss per share amounts as the Company reported a net loss for all periods presented. For the nine months ended September 30, 2020 and 2019, the following securities were excluded from the calculation of diluted loss per common share because of their anti-dilutive effects: For the Nine Months Ended September 30, 2020 2019 Stock options 6,938,351 5,639,539 Restricted stock units 331,000 - Warrants 2,138,160 2,138,160 9,407,511 7,777,699 Stock-based compensation The Company follows recognized accounting guidance which requires all equity-based payments, including grants of stock options, to be recognized in the statement of operations as compensation expense based on their fair values at the date of grant. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line over the associated vesting period of the award based on the grant date fair value of the award. Stock options granted under the Company’s equity incentive plans generally have a four-year vesting period and a term of 10 years. Pursuant to ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or its tax returns. Under this method, deferred tax assets and liabilities are recognized for the temporary differences between the tax bases of assets and liabilities and their respective financial reporting amounts at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company records a valuation allowance on its deferred tax assets if it is more likely than not that the Company will not generate sufficient taxable income to utilize its deferred tax assets. The Company is subject to income tax examinations by major taxing authorities for all tax years since 2015 and for previous periods as it relates to the Company’s net operating loss carryforwards. In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2020 and December 31, 2019, and during the three and nine months ended September 30, 2020 and 2019, the Company recognized no adjustments for uncertain tax positions. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) Debt—Debt with Conversion and Other Options. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2020 | |
INVENTORIES | |
3. INVENTORIES | 3. INVENTORIES The following table provides the components of inventories: September 30, December 31, Raw materials $ 25,682,701 $ 33,381,806 Work-in-progress 28,441,553 14,455,665 Finished goods 15,628,274 5,227,263 Total inventories $ 69,752,528 $ 53,064,734 Raw materials includes plasma and other materials expected to be used in the production of ASCENIV, BIVIGAM and Nabi-HB, as there are alternative uses for these materials that provide a probable future benefit or will be consumed in the production of goods expected to be available for sale. All other activities and materials associated with the production of inventories used in research and development activities are expensed as incurred. Work-in-process inventory primarily consists of bulk drug substance and unlabeled filled vials of the Company’s immunoglobulin products. Finished goods inventory is comprised of immunoglobulin product inventory and related intermediates that are available for commercial sale, as well as plasma collected at the Company’s plasma collection center which is expected to be sold to third-party customers. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
INTANGIBLE ASSETS | |
4. INTANGIBLE ASSETS | 4. INTANGIBLE ASSETS Intangible assets at September 30, 2020 and December 31, 2019 consist of the following: September 30, 2020 December 31, 2019 Accumulated Accumulated Cost Amortization Net Cost Amortization Net Trademark and other intangible rights related to Nabi-HB $ 4,100,046 $ 1,952,403 $ 2,147,643 $ 4,100,046 $ 1,513,112 $ 2,586,934 Rights to intermediates 907,421 432,105 475,316 907,421 334,881 572,540 Customer contract 1,076,557 1,076,557 - 1,076,557 1,076,557 - $ 6,084,024 $ 3,461,065 $ 2,622,959 $ 6,084,024 $ 2,924,550 $ 3,159,474 All of the Company’s intangible assets were acquired in the Biotest Transaction. Amortization expense related to these intangible assets for the three months ended September 30, 2020 and 2019 was $0.2 million, and amortization expense for the nine months ended September 30, 2020 and 2019 was $0.5 million and $0.6 million, respectively. Estimated aggregate future aggregate amortization expense for the next five years is expected to be as follows: Remainder of 2020 $ 178,838 2021 715,352 2022 715,352 2023 715,352 2024 298,065 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2020 | |
PROPERTY AND EQUIPMENT | |
5. PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment and related accumulated depreciation are summarized as follows: September 30, 2020 December 31, 2019 Manufacturing and laboratory equipment $ 14,410,814 $ 8,831,817 Office equipment and computer software 2,816,479 1,690,248 Furniture and fixtures 1,478,433 582,088 Construction in process 3,750,517 4,285,915 Leasehold improvements 3,293,923 1,673,084 Land 4,339,441 4,339,441 Buildings and building improvements 17,422,006 16,063,680 47,511,613 37,466,273 Less: Accumulated depreciation (7,889,103 ) (5,724,956 ) Total property and equipment, net $ 39,622,510 $ 31,741,317 Fixed assets are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. Land is not depreciated. The buildings were assigned a useful life of 30 years. Property and equipment other than land and buildings have useful lives ranging from three to 10 years. Leasehold improvements are amortized over the lesser of the lease term or their estimated useful lives. The Company recorded depreciation expense on property and equipment for the three and nine months ended September 30, 2020 of $0.9 million and $2.2 million, respectively. Depreciation expense for the three and nine months ended September 30, 2019 was $0.6 million and $1.8 million, respectively. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2020 | |
DEBT | |
6. DEBT | 6. DEBT Senior Notes Payable A summary of outstanding senior notes payable is as follows: September 30, 2020 December 31, 2019 Notes payable $ 85,000,000 $ 72,500,000 Less: Debt discount (2,891,367 ) (4,208,837 ) Senior notes payable $ 82,108,633 $ 68,291,163 On February 11, 2019 (the “Perceptive Closing Date”), the Company and all of its subsidiaries entered into a Credit Agreement and Guaranty (the “Perceptive Credit Agreement”) with Perceptive Credit Holdings II, LP, as the lender and administrative agent (“Perceptive”). The Perceptive Credit Agreement, as amended, provides for a senior secured term loan facility in a principal amount of up to $85.0 million (the “Perceptive Credit Facility”), comprised of (i) a term loan made on the Perceptive Closing Date in the principal amount of $45.0 million, as evidenced by the Company’s issuance of a promissory note (the “Perceptive Tranche I Note”) in favor of Perceptive on the Perceptive Closing Date (the “Perceptive Tranche I Loan”), (ii) a term loan in the principal amount of up to $27.5 million (the “Perceptive Tranche II Loan”) evidenced by the Company’s issuance of a promissory note (the “Perceptive Tranche II Note”) in favor of Perceptive on May 3, 2019; and (iii) a term loan in the principal amount of up to $12.5 million evidenced by the Company’s issuance of a promissory note (the “Perceptive Tranche III Note”) in favor of Perceptive on March 20, 2020 (the “Perceptive Tranche III Loan,” and together with the Perceptive Tranche I Loan and the Perceptive Tranche II Loan, the “Perceptive Loans”). The Perceptive Tranche III Loan is the result of an amendment to the Perceptive Credit Agreement (the “Perceptive Amendment”) that the Company and Perceptive entered into on May 3, 2019, and the Perceptive Tranche III Loan became available to the Company upon the approval of BIVIGAM on May 9, 2019. The Perceptive Credit Facility has a maturity date of March 1, 2022 (the “Maturity Date”), subject to acceleration pursuant to the Perceptive Credit Agreement, including upon an Event of Default (as defined in the Perceptive Credit Agreement). On the Perceptive Closing Date, the Company used $30.0 million of the Perceptive Tranche I Loan to terminate and pay in full all of the outstanding obligations under its previously existing credit agreement with Marathon Healthcare Finance Fund, L.P. (“Marathon”) (the “Marathon Credit Facility”). The Company also used proceeds from the Perceptive Tranche I Loan to: (i) pay a deferred facility fee to Marathon in the amount of $2.8 million, (ii) pay a prepayment penalty to Marathon in the amount of $6.5 million, (iii) pay outstanding accrued interest to Marathon in the amount of $0.7 million, and (iv) pay certain fees and expenses incurred in connection with the Perceptive Credit Facility of approximately $1.5 million. In addition, Marathon released $4.0 million of cash to the Company that was held in a debt service reserve account per the terms of the Marathon Credit Facility. In connection with the Perceptive Amendment, the Company paid an additional facility fee to Perceptive in the amount of $0.1 million on May 3, 2019. As a result of the Company’s entering into the Perceptive Credit Agreement and terminating the Marathon Credit Facility, the Company recognized a loss on the extinguishment of debt for the nine months ended September 30, 2019 in the amount of approximately $10.0 million, comprised of the $6.5 million prepayment penalty and the write-off of unamortized debt discount related to the Marathon Credit Facility in the amount of $3.5 million. Borrowings under the Perceptive Credit Agreement bear interest at a rate per annum equal to 7.5% plus the greater of (i) one-month LIBOR and (ii) 3.5%; provided, however, that upon, and during the continuance of, an Event of Default, the interest rate will automatically increase by an additional 400 basis points. Accrued interest is payable to Perceptive on the last day of each month during the term of the Perceptive Credit Facility. The rate of interest in effect as of the Perceptive Closing Date and at September 30, 2020 was 11.0%. On the Maturity Date, the Company will pay Perceptive the entire outstanding principal amount underlying the Perceptive Loans and any accrued and unpaid interest thereon. Prior to the Maturity Date, there will be no scheduled principal payments on the Perceptive Loans. The Company may prepay outstanding principal on the Perceptive Loans at any time and from time to time upon three business days’ prior written notice, subject to the payment to Perceptive of (A) any accrued but unpaid interest on the prepaid principal amount plus (B) a redemption premium amount equal to (i) 5.0% of the prepaid principal amount, if prepaid on or prior to the first anniversary of the Perceptive Closing Date, (ii) 4.0% of the prepaid principal amount, if prepaid after the first anniversary of the Perceptive Closing Date and on or prior to the second anniversary of the Perceptive Closing Date, or (iii) 3.0% of the prepaid principal amount, if prepaid after the second anniversary of the Perceptive Closing Date and on or prior to the third anniversary of the Perceptive Closing Date. All of the Company’s obligations under the Perceptive Credit Agreement are secured by a first-priority lien and security interest in substantially all of the Company’s tangible and intangible assets, including intellectual property and all of the equity interests in the Company’s subsidiaries. The Perceptive Credit Agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. The negative covenants restrict or limit the ability of the Company and its subsidiaries to, among other things and subject to certain exceptions contained in the Perceptive Credit Agreement, incur new indebtedness; create liens on assets; engage in certain fundamental corporate changes, such as mergers or acquisitions, or changes to the Company’s or its subsidiaries’ business activities; make certain Investments or Restricted Payments (each as defined in the Perceptive Credit Agreement); change its fiscal year; pay dividends; repay other certain indebtedness; engage in certain affiliate transactions; or enter into, amend or terminate any other agreements that have the impact of restricting the Company’s ability to make loan repayments under the Perceptive Credit Agreement.In addition, the Company must (i) at all times prior to the Maturity Date maintain a minimum cash balance of $3.0 million; and (ii) as of the last day of each fiscal quarter commencing with the fiscal quarter ended June 30, 2019, report revenues for the trailing 12-month period that exceed the amounts set forth in the Perceptive Credit Agreement, which range from $7.0 million for the fiscal quarter ended June 30, 2019 to $55.0 million for the fiscal quarter ending December 31, 2021. At September 30, 2020, the Company was in compliance with all of the covenants contained in the Perceptive Credit Agreement. As consideration for the Perceptive Credit Agreement, the Company issued to Perceptive a warrant to purchase 1,360,000 shares of the Company’s common stock (the “Perceptive Warrant”) on the Perceptive Closing Date. The Perceptive Warrant has an exercise price equal to $3.28 per share, which is equal to the trailing 10-day volume weighted average price (“VWAP”) of the Company’s common stock on the business day immediately prior to the Perceptive Closing Date multiplied by 1.15. The Company valued the Perceptive Warrant at $2.7 million as of the Perceptive Closing Date and it has an expiration date of February 11, 2029. In connection with the Perceptive Amendment, the Company issued an additional warrant (the “Perceptive Tranche III Warrant” and, together with the Perceptive Warrant, the “Perceptive Warrants”) to purchase 250,000 shares of the Company’s common stock to Perceptive with an exercise price equal to $4.64 per share, which represents the trailing 10-day VWAP of the Company’s common stock as of May 2, 2019. The Perceptive Tranche III Warrant was valued by the Company at $0.9 million and has an expiration date of May 3, 2029. Perceptive has represented to the Company, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act) and the Company issued the Perceptive Warrants in reliance upon an exemption from registration contained in Section 4(2) under the Securities Act. The Perceptive Warrants and the shares of common stock issuable thereunder may not be offered, sold, pledged or otherwise transferred in the U.S. absent registration or an applicable exemption from the registration requirements under the Securities Act. As a result of the fees paid to Perceptive and the value of the Perceptive Warrants, the Company recognized an aggregate discount on the Perceptive Tranche I Note and Perceptive Tranche II Note in the amount of $5.3 million. The Company records debt discount as a reduction to the face amount of the debt, and the debt discount is amortized as interest expense over the life of the debt using the interest method. Based on the fair value of the Perceptive Warrants and the aggregate amount of fees and expenses associated with obtaining the Perceptive Credit Facility, the effective interest rate on the Perceptive Loans as of March 20, 2020 was approximately 13.6%. Subordinated Note Payable A summary of the outstanding subordinated note payable is as follows: September 30, 2020 December 31, 2019 Subordinated note payable to Biotest $ 15,000,000 $ 15,000,000 Less: Debt discount (65,074 ) (91,947 ) Subordinated note payable $ 14,934,926 $ 14,908,053 In connection with the acquisition of the Biotest Assets (see Note 1), ADMA BioManufacturing issued a subordinated note payable to BPC and in connection therewith received cash proceeds of $15.0 million. This note has since been assigned from BPC to Biotest AG. The note bears interest at a rate of 6.0% per annum and matures on June 6, 2022. The Company is obligated to make semi-annual interest payments, with all principal and unpaid interest due at maturity. The note is subordinate to all amounts outstanding under the Perceptive Credit Agreement. In the event of default, all principal and unpaid interest is due on demand. The subordinated note also contains several non-financial covenants with which the Company was in compliance as of September 30, 2020. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
STOCKHOLDERS' EQUITY | |
7. STOCKHOLDERS' EQUITY | 7. STOCKHOLDERS’ EQUITY Preferred Stock The Company is currently authorized to issue up to 10 million shares of preferred stock, $0.0001, par value per share. There were no shares of preferred stock outstanding at September 30, 2020 and December 31, 2019. Common Stock As of September 30, 2020 and December 31, 2019, the Company was authorized to issue 150,000,000shares of its common stock, $0.0001par value per share, and 89,616,176and 59,318,355shares of common stock were outstanding as of September 30, 2020 and December 31, 2019, respectively. After giving effect to the 9,407,511 shares reserved for outstanding warrants and awards issued under the Company’s equity incentive plans, as of September 30, 2020 there were 50,976,313 shares of common stock available for issuance. On August 5, 2020, the Company entered into the Sale Agreement with Jefferies, pursuant to which the Company could offer and sell, from time to time, at its option, through or to Jefferies, up to an aggregate of $50 million of shares of the Company’s common stock. As of September 30, 2020, the Company had issued and sold 3,251,195 shares of common under the Sale Agreement and received net proceeds of $10.6 million. On February 11, 2020, the Company completed an underwritten public offering of 23,500,000 shares of its common stock for gross proceeds of $82.3 million. On February 21, 2020, the Company sold an additional 3,525,000 shares pursuant to the underwriters’ exercise of their option to purchase additional shares of the Company’s common stock for additional gross proceeds of $12.3 million. The Company received net proceeds, after underwriting discounts and other expenses associated with the offering, of approximately $88.7 million. Warrants At September 30, 2020 and December 31, 2019, the Company had outstanding warrants to purchase an aggregate of2,138,160 shares of common stock, with a weighted average exercise price of $3.81 per share and expiration dates ranging between June 2022 and May 2029. Equity Incentive Plans The fair value of stock options granted under the Company’s 2007 Employee Stock Option Plan (the “2007 Plan”) and the ADMA Biologics, Inc. 2014 Omnibus Incentive Compensation Plan, as amended and restated (the “2014 Plan”), was determined on the date of grant using the Black-Scholes option valuation model. The Black-Scholes model was developed for use in estimating the fair value of publicly traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of certain subjective assumptions including the expected stock price volatility. The stock options granted to employees and directors have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate. The following assumptions were used to determine the fair value of options granted during the nine months ended September 30, 2020 and 2019: Nine Months Ended September 30, 2020 2019 Expected term 5.5 -6.3 years 5.8 - 6.3 years Volatility 62%-69% 54%-63% Dividend yield 0.0 0.0 Risk-free interest rate 0.33-1.68% 1.36-2.92% During the nine months ended September 30, 2020 and 2019, the Company granted options to purchase an aggregate of 1,398,412 and 1,493,100 shares of common stock, respectively, to its directors, employees and certain third-party service providers. The weighted average remaining contractual life of stock options outstanding and expected to vest at September 30, 2020 is 6.7 years. The weighted average remaining contractual life of stock options exercisable at September 30, 2020 is 5.5 years. A summary of the Company’s option activity under the 2007 Plan and 2014 Plan and related information is as follows: Shares Weighted Average Exercise Price Balance at December 31, 2019 5,630,351 $ 4.76 Forfeited (72,188 ) $ 3.61 Expired (11,598 ) $ 4.29 Granted 1,398,412 $ 2.96 Exercised (6,626 ) $ 2.03 Balance at September 30, 2020 6,938,351 $ 4.41 Options exercisable 4,315,757 $ 5.08 As of September 30, 2020, the Company had $4.6 million of unrecognized compensation expense related to options granted under the Company’s equity incentive plans, which is expected to be recognized over a weighted-average period of 2.5 years. During the nine months ended September 30, 2020, the Company granted Restricted Stock Units (“RSUs”) to members of the Company’s Board of Directors and to certain management employees of the Company. The total RSUs granted during the period represent an aggregate of 361,000 shares of the Company’s common stock. The RSUs vest semi-annually over a period of one year for directors and annually over a period of four years for employees. Total compensation expense related to unvested RSUs for the three and nine months ended September 30, 2020 was $0.1 million and $0.2 million, respectively. A summary of the Company’s unvested RSU activity and related information is as follows: Shares Weighted Average Grant Date Fair Value Balance at December 31, 2019 - $ - Granted 361,000 $ 2.82 Vested (15,000 ) $ 2.92 Forfeited (15,000 ) $ 2.92 Balance at September 30, 2020 331,000 $ 2.81 As of September 30, 2020, the Company had $0.8 million of unrecognized compensation expense related to unvested RSUs granted under the Company’s equity incentive plans, which is expected to be recognized over a weighted-average period of 3.3 years. Total stock-based compensation expense for all awards granted under the Company’s equity incentive plans for the three and nine months ended September 30, 2020 and 2019 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Research and development $ 166,610 $ 95,757 $ 365,213 $ 271,823 Plasma centers 8,579 13,333 24,333 38,086 Selling, general and administrative 535,949 491,710 1,599,094 1,559,530 Cost of product revenue 63,646 49,870 178,300 145,230 Total stock-based compensation expense $ 774,784 $ 650,670 $ 2,166,940 $ 2,014,669 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
8. RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS The Company leases an office building and equipment from Areth, LLC (“Areth”) pursuant to an agreement for services effective as of January 1, 2016, as amended from time to time. Effective October 1, 2017, monthly rent on this facility was set at $10,000. On November 7, 2019, an additional amendment was entered into between Areth and the Company to extend the term of this agreement through September 30, 2020, and to provide for automatic one-year renewals unless ADMA gives written notice of termination to Areth 60 days prior to the end of the term, which expires each year on September 30. The Company did not provide a written notice of termination to Areth as of July 31, 2020. Rent expense for the nine months ended September 30, 2020 and 2019 amounted to $90,000. Areth is a company controlled by Dr. Jerrold B. Grossman, the Vice Chairman of the Company’s Board of Directors, and Adam S. Grossman, the Company’s President and Chief Executive Officer. The Company also reimburses Areth for office and building related (common area) expenses, equipment and certain other operational expenses, which were not material to the consolidated financial statements for the three and nine months ended September 30, 2020 and 2019. See Note 6 for a discussion of the Company’s credit facility and related transactions with Perceptive, a holder of more than 10% of the Company’s common stock. In connection with the February 2020 public offering of the Company’s common stock (see Note 7) on February 11, 2020:(i) Perceptive Advisors, a principal stockholder of ADMA, purchased 4,563,700 shares of common stock through one of its affiliates, (ii) Dr. Grossman purchased 22,857 shares of common stock directly and 22,857 shares indirectly through an entity he controls, (iii) Lawrence P. Guiheen, a director of the Company, purchased 20,000 shares of common stock, (iv) Mr. Grossman purchased 28,571 shares of common stock directly and 57,143 shares indirectly through an entity he controls, (v) Brian Lenz, the Company’s Executive Vice President and Chief Financial Officer, purchased 7,142 shares of common stock, and (vi) Dr. James Mond, the Company’s Chief Scientific Officer and Chief Medical Officer, purchased 4,285 shares of common stock, all at the public offering price of $3.50 per share. In August and September of 2020: (i) Dr. Grossman purchased 20,500 shares of common stock in the open market, (ii) Mr. Grossman purchased 10,000 shares of common stock in the open market, (iii) Dr. Mond purchased 11,000 shares of common stock in the open market, (iv) Mr. Lenz purchased 4,000 shares of common stock in the open market, and (v) Ms. Demski, a member of the Company’s Board of Directors, purchased 4,200 shares of common stock in the open market. |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
COMMITMENT AND CONTINGENCIES | |
9. COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES General Legal Matters From time to time the Company is or may become subject to certain legal proceedings and claims arising in connection with the normal course of its business. Management does not expect that the outcome of any such claims or actions will have a material effect on the Company’s liquidity, results of operations or financial condition. COVID-19 Pandemic The Company continues to monitor the ongoing developments related to the COVID-19 pandemic and its impacts to the Company’s supply-chain operations, including procurement of raw materials and packaging materials, a portion of which are sourced internationally, and the testing of finished drug product that is required prior to its availability for commercial sale. A substantial portion of such testing has historically been performed by contract laboratories outside the United States. The Company has experienced some delays with final drug product release testing by third-party vendors. In response to these delays, the Company added additional release testing laboratories to its FDA approved consortium listed in its drug approval documents which the Company believes has adequately addressed this issue. In addition, due to previous state and local “shelter-in-place” orders, the Company has experienced lower than normal donor collections at its FDA approved plasma collection center. The Company was also subject to delays in shipments of source plasma from its contracted third-party suppliers, as well as delays in deliveries for personal protective equipment, reagents and other non-plasma raw materials and supplies used in the manufacture of its products. The COVID-19 pandemic has also impacted, to a certain degree, the Company’s customer engagement initiatives, whereby ADMA’s sales and medical affairs field personnel have faced difficulties communicating directly with physicians and other healthcare professionals, as well as the cancellation or postponement of a number of key scientific and medical meetings, further limiting the Company’s ability to communicate with potential customers. The Company has implemented a comprehensive suite of virtual engagement initiatives, however, clinician engagement has been reduced due to rapidly evolving COVID-19 priorities at U.S. medical centers. Notwithstanding the foregoing, the COVID-19 pandemic to date has not had a material impact on the Company’s financial condition or results of operations, and the Company does not believe that its production operations at the Boca Facility, the Company’s contract fill/finishers or its plasma collection facilities have been significantly impacted by the COVID-19 pandemic. As a result, the Company does not anticipate any material impairments with respect to any of its long-lived assets, including the Company’s property and equipment, goodwill or intangible assets. Although the COVID-19 pandemic has not, to date, materially adversely impacted the Company’s capital and financial resources, because the Company is unable to determine the ultimate severity or duration of the pandemic or its long-term effects on, among other things, the global, national or local economies, the capital and credit markets or the Company’s workforce, customers or our suppliers, at this time the Company is unable to predict whether COVID-19 will have a material adverse impact on the Company’s business, financial condition, liquidity and results of operations. Vendor and Licensor Commitments Pursuant to the terms of a plasma purchase agreement with BPC dated as of November 17, 2011 (the “2011 Plasma Purchase Agreement”), the Company agreed to purchase from BPC an annual minimum volume of source plasma containing antibodies to respiratory syncytial virus (“RSV”) to be used in the manufacture of ASCENIV. The Company must purchase a to-be-determined and agreed upon annual minimum volume from BPC, but may also collect high-titer RSV plasma from up to five wholly-owned ADMA plasma collection facilities. During 2015, the Company and BPC amended the 2011 Plasma Purchase Agreement to allow the Company the ability to collect its raw material RSV high-titer plasma from other third-party collection organizations, thus allowing the Company to expand its reach for raw material supply as it continues its commercialization activities for ASCENIV. Unless terminated earlier, the 2011 Plasma Purchase Agreement expires in June 2027, after which it may be renewed for two additional five-year periods if agreed to by the parties. On December 10, 2018, BPC assigned its rights and obligations under the 2011 Plasma Purchase Agreement to Grifols Worldwide Operations Limited (“Grifols”) as its successor-in-interest, effective January 1, 2019. On January 1, 2019, Grifols and the Company entered into an additional amendment to the 2011 Plasma Purchase Agreement for the purchase of source plasma containing antibodies to RSV from Grifols. Pursuant to this amendment, until January 1, 2022, the Company may purchase RSV plasma from Grifols from the two plasma collection centers that were transferred to BPC on January 1, 2019 at a price equal to cost plus 5% without any additional increase due to inflation. On June 6, 2017, the Company and BPC entered into a Plasma Supply Agreement pursuant to which BPC supplies, on an exclusive basis subject to certain exceptions, to ADMA BioManufacturing an annual minimum volume of hyperimmune plasma that contain antibodies to the hepatitis B virus for the manufacture of Nabi-HB. The Plasma Supply Agreement has a 10-year term. On July 19, 2018, the Company and BPC entered into an amendment to the Plasma Supply Agreement to provide, among other things, that in the event BPC elects not to supply in excess of ADMA BioManufacturing’s specified amount of Hepatitis B plasma and ADMA BioManufacturing is unable to secure Hepatitis B plasma from a third party at a price that is within a low double digit percentage of the price that ADMA BioManufacturing pays to BPC, then BPC shall reimburse ADMA BioManufacturing for the difference in price ADMA BioManufacturing incurs. On December 10, 2018, BPC assigned its rights and obligations under the Plasma Supply Agreement to Grifols, effective January 1, 2019. On June 6, 2017, the Company and BPC entered into a Plasma Purchase Agreement (the “2017 Plasma Purchase Agreement”), pursuant to which ADMA BioManufacturing purchases normal source plasma (“NSP”) from BPC at agreed upon annual quantities and prices. The 2017 Plasma Purchase Agreement had an initial term of five years after which the 2017 Plasma Purchase Agreement may be renewed for two additional terms of two years each upon the mutual written consent of the parties. On July 19, 2018, the Company and BPC entered into an amendment to the 2017 Plasma Purchase Agreement to, among other things, provide agreed upon amounts of NSP to be supplied by BPC to ADMA BioManufacturing in calendar year 2019 at a specified price per liter, provided that ADMA BioManufacturing delivers a valid purchase order to BPC. Additionally, pursuant to the amendment to the 2017 Plasma Purchase Agreement, BPC agrees that, for calendar years 2020 and 2021, it shall supply no less than a high double digit percentage of ADMA BioManufacturing’s requested NSP amounts, provided that such requested NSP amounts are within an agreed range, at a price per liter to be mutually determined. Furthermore, pursuant to the amendment to the 2017 Plasma Purchase Agreement, in the event BPC fails to supply ADMA BioManufacturing with at least a high double digit percentage of ADMA BioManufacturing’s requested NSP amounts, BPC shall promptly reimburse ADMA BioManufacturing the difference in price ADMA BioManufacturing incurs due to BPC’s election not to supply NSP to ADMA BioManufacturing in such amounts as requested. On December 10, 2018, BPC assigned its rights and obligations under the Plasma Purchase Agreement to Grifols, effective January 1, 2019. The Company purchases substantially all of its raw material plasma from Grifols. For the nine months ended September 30, 2020, plasma purchases from Grifols totaled approximately $13.8 million, representing approximately 66% of the Company’s total inventory purchases. For the nine months ended September 30, 2019, plasma purchases from BPC totaled $16.5 million, or approximately 78% of the Company’s total inventory purchases. Post-marketing commitments In connection with the approval of the BLA for BIVIGAM, on December 19, 2012 Biotest committed to perform two additional post-marketing studies, a pediatric study to evaluate the efficacy and safety of BIVIGAM in children and adolescents, and a post-authorization safety study to further assess the potential risk of hypotension and hepatic and renal impairment in BIVIGAM-treated patients with primary humoral immunodeficiency. These studies are still pending completion. ADMA has assumed the remaining obligations, and the costs of the studies will be expensed as incurred as research and development expenses. The Company currently expects both studies to be completed by June of 2023. In connection with the FDA’s approval of ASCENIV on April 1, 2019, the Company is required to perform a pediatric study to evaluate the safety and efficacy of ASCENIV in children and adolescents. This study is required to be completed by June of 2023. Employment contracts The Company has entered into employment agreements with its executive management team consisting of its President and Chief Executive Officer, its Executive Vice President, Chief Medical Officer and Chief Scientific Officer and its Executive Vice President and Chief Financial Officer. Other commitments In the normal course of business, the Company enters into contracts that contain a variety of indemnifications with its employees, licensors, suppliers and service providers. Further, the Company indemnifies its directors and officers who are, or were, serving at the Company’s request in such capacities. The Company’s maximum exposure under these arrangements is unknown as of September 30, 2020. The Company does not anticipate recognizing any significant losses relating to these arrangements. |
SEGMENTS
SEGMENTS | 9 Months Ended |
Sep. 30, 2020 | |
SEGMENTS | |
10. SEGMENTS | 10. SEGMENTS The Company is engaged in the manufacture, marketing and development of specialty plasma-derived biologics. The Company’s ADMA BioManufacturing segment reflects the Company’s immunoglobulin manufacturing, commercial and development operations in Boca Raton, FL, acquired on June 6, 2017 (see Note 1). The Plasma Collection Centers segment consists of one FDA-licensed source plasma collection facility, another plasma collection facility for which an FDA license is pending, and four other plasma collection facilities under various stages of development. The Corporate segment includes general and administrative overhead expenses. The Company defines its segments as those business units whose operating results are regularly reviewed by the chief operating decision maker (“CODM”) to analyze performance and allocate resources. The Company’s CODM is its President and Chief Executive Officer. Summarized financial information concerning reportable segments is shown in the following tables: Three Months Ended September 30, 2020 ADMA BioManufacturing Plasma Collection Centers Corporate Consolidated Revenues $ 9,026,323 $ 1,214,327 $ 35,708 $ 10,276,358 Cost of product revenue 10,625,837 1,229,627 - 11,855,464 Loss from operations (9,277,702 ) (1,320,461 ) (3,202,814 ) (13,800,977 ) Interest and other expense, net (268,023 ) (411 ) (2,848,042 ) (3,116,476 ) Net loss (9,545,725 ) (1,320,872 ) (6,050,856 ) (16,917,453 ) Depreciation and amortization expense 863,366 169,691 2,236 1,035,293 Total assets 125,004,813 9,358,823 55,612,407 189,976,043 Three Months Ended September 30, 2019 ADMA BioManufacturing Plasma Collection Centers Corporate Consolidated Revenues $ 5,869,082 $ 1,317,713 $ 35,708 $ 7,222,503 Cost of product revenue 6,585,143 1,331,077 - 7,916,220 Loss from operations (6,007,646 ) (470,263 ) (2,572,519 ) (9,050,428 ) Interest and other expense, net (255,384 ) - (2,132,647 ) (2,388,031 ) Net loss (6,263,030 ) (470,263 ) (4,705,166 ) (11,438,459 ) Depreciation and amortization expense 700,981 113,957 3,190 818,128 Total assets 87,400,781 4,105,208 46,273,784 137,779,773 Nine Months Ended September 30, 2020 ADMA BioManufacturing Plasma Collection Centers Corporate Consolidated Revenues $ 23,272,463 $ 4,884,108 $ 107,125 $ 28,263,696 Cost of product revenue 37,314,930 4,865,389 - 42,180,319 Loss from operations (34,606,679 ) (2,696,927 ) (10,390,982 ) (47,694,588 ) Interest and other expense, net (742,336 ) (444 ) (7,903,406 ) (8,646,186 ) Net loss (35,349,015 ) (2,697,371 ) (18,294,388 ) (56,340,774 ) Capital expenditures 6,619,399 2,508,960 - 9,128,359 Depreciation and amortization expense 2,310,580 392,086 7,117 2,709,783 Nine Months Ended September 30, 2019 ADMA BioManufacturing Plasma Collection Centers Corporate Consolidated Revenues $ 11,215,510 $ 5,989,399 $ 107,125 $ 17,312,034 Cost of product revenue 22,695,870 5,116,765 - 27,812,635 Loss from operations (25,300,237 ) (832,864 ) (7,464,417 ) (33,597,518 ) Interest and other (expense) income, net (671,600 ) 13,560 (5,027,654 ) (5,685,694 ) Gain on transfer of plasma center assets - 11,527,421 - 11,527,421 Loss on extinguishment of debt - - (9,962,495 ) (9,962,495 ) Net (loss) income (25,971,837 ) 10,708,117 (22,454,566 ) (37,718,286 ) Capital expenditures 2,185,554 31,988 - 2,217,542 Depreciation and amortization expense 2,077,221 342,156 10,173 2,429,550 |
TRANSFER OF PLASMA CENTER ASSET
TRANSFER OF PLASMA CENTER ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
TRANSFER OF PLASMA CENTER ASSETS | |
11. TRANSFER OF PLASMA CENTER ASSETS | 11. TRANSFER OF PLASMA CENTER ASSETS As part of the purchase price for the Biotest Transaction (see Note 1), the Company transferred its Marietta, GA and Norcross, GA plasma collection centers to BPC effective January 1, 2019. The Company had estimated the combined fair value of the two facilities to be $12.6 million, and the Company recorded an obligation for this amount as of the date of the Biotest Transaction. On January 1, 2019, upon the transfer of the two plasma collection facilities to BPC, the Company recorded a gain in the amount of $11.5 million, which reflects the derecognition of the obligation to transfer ownership of the two facilities net of the carrying value of the assets associated with these facilities, primarily property and equipment and inventory, in the amount of $1.1 million. |
LEASE OBLIGATIONS
LEASE OBLIGATIONS | 9 Months Ended |
Sep. 30, 2020 | |
LEASE OBLIGATIONS | |
12. LEASE OBLIGATIONS | 12. LEASE OBLIGATIONS The Company leases certain properties and equipment for its ADMA BioCenters subsidiary and certain equipment for its ADMA BioManufacturing subsidiary, which leases provide the right to use the underlying assets and require lease payments through the respective lease terms which expire at various dates through 2030. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company determines if an arrangement is an operating lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. All other leases are recorded on the balance sheet with assets representing the right to use the underlying asset for the lease term and lease liabilities representing the obligation to make lease payments arising from the lease. Right-to-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of the lease payments is determined using the Company’s incremental borrowing rate of 13%. The Company’s lease expense is recognized on a straight-line basis over the lease term and is reflected in Plasma center operating expenses and Selling, general and administrative expenses. Aggregate lease expense for the Company’s leases for the three months ended September 30, 2020 and 2019 was approximately $0.2 million and $0.1 million, respectively, and aggregate lease expense for the nine months ended September 30, 2020 and 2019 was approximately $0.4 million and $0.3 million, respectively. Cash paid for the Company’s leases for the three months ended September 30, 2020 and 2019 was approximately $0.1 million, and cash paid for the Company’s leases for the nine months ended September 30, 2020 and 2019 was $0.3 million. In connection with the adoption of ASU 2016-02 on January 1, 2019 (see Note 2), the Company recognized right to use assets of $1.4 million and lease liabilities of approximately $1.6 million. During the nine months ended September 30, 2020, the Company entered into two new property leases where the Company has opened or intends to open two new plasma collection facilities. In connection with these leases, the Company recognized aggregate lease liabilities and corresponding right-to-use assets in the approximate amount of $1.7 million. Including a finance lease the Company entered into in June 2018, the Company has aggregate lease liabilities of $3.1 million and $1.5 million as of September 30, 2020 and December 31, 2019, respectively, which are comprised primarily of the leases for the Company’s plasma collection centers and an administrative office lease in Roswell, GA related to the Company’s ADMA BioCenters subsidiary. The Company’s operating leases have a weighted average remaining term of 8.3 years. Scheduled payments under the Company’s lease obligations are as follows: Remainder of 2020 $ 138,581 Year ended December 31, 2021 705,577 2022 726,829 2023 709,346 2024 603,858 Thereafter 2,205,047 Total payments 5,089,238 Less: imputed interest (1,952,518 ) Current portion (275,988 ) Balance at September 30, 2020 $ 2,860,732 As of October 31, 2020, the Company had entered into two additional property leases where the Company intends to construct additional new plasma collection facilities. The Company has not taken possession of these two leased properties and their lease commencement dates have not been determined. With the exception of advance deposits and initial months’ rent totaling approximately $75,000, no payments have been made under these leases. The initial terms of each lease are from 11 to 13 years with monthly rental payments varying between approximately $17,000 and $21,000, including common area maintenance charges. |
SUPPLEMENTAL DISCLOSURE OF CASH
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2020 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |
13. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | 13. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Supplemental cash flow information for the nine months ended September 30, 2020 and 2019 is as follows: 2020 2019 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 7,303,753 $ 5,614,582 Noncash Financing and Investing Activities: Equipment acquired reflected in accounts payable and accrued liabilities $ 1,468,147 $ 268,050 Right-to-use assets obtained in exchange for lease obligations $ 1,738,156 $ 1,421,669 Warrants issued in connection with notes payable $ - $ 3,579,115 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
SUBSEQUENT EVENTS | |
14. SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS On November 5, 2020, the Company and Jefferies entered into an amendment to the Sale Agreement (see Note 7) (as amended, the “Amended Sale Agreement”) to provide for an increase in the aggregate offering amount under the Sale Agreement such that, as of November 5, 2020, the Company may sell shares having an additional aggregate offering price of up to $20 million under the Amended Sale Agreement. Between October 1, 2020 and October 31, 2020, the Company sold an additional 4,127,833shares of its common stock under the Sale Agreement and received net proceeds in the amount of $9.6 million. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (the “FASB”). The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 13, 2020. The accompanying consolidated balance sheet as of December 31, 2019 was derived from the audited financial statements as of and for the year ended December 31, 2019. These condensed consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X, and therefore omit or condense certain footnotes and other information normally included in complete consolidated financial statements prepared in accordance with U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2020, its results of operations and changes in equity for the three and nine months ended September 30, 2020 and cash flows for the nine months ended September 30, 2020. During the three and nine months ended September 30, 2020 and 2019, comprehensive loss was equal to the net loss amounts presented for the respective periods in the accompanying condensed consolidated statements of operations. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year. |
Use of estimates | The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the realizable value of accounts receivable, valuation of inventory, assumptions used in projecting future liquidity and capital requirements, assumptions used in the fair value of awards granted under the Company’s equity incentive plans and warrants issued in connection with the issuance of notes payable and the valuation allowance for the Company’s deferred tax assets. |
Fair value of financial instruments | The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, are shown at cost which approximates fair value due to the short-term nature of these instruments. The debt outstanding under the Company’s senior secured term loan (see Note 6) approximates fair value due to the variable interest rate on this debt. With respect to the subordinated note payable in the amount of $15.0 million as of September 30, 2020 and December 31, 2019 held by Biotest, a principal stockholder of the Company at the time the note was issued concurrent with an acquisition transaction with an affiliate of such stockholder (see Note 6), the Company has concluded that an estimation of fair value for this note is not practicable. |
Accounts receivable | Accounts receivable is reported at realizable value, net of allowances for contractual credits and doubtful accounts, which are recognized in the period the related revenue is recorded. The Company extends credit to its customers based upon an evaluation of each customer's financial condition and credit history. Evaluations of the financial condition and associated credit risk of customers are performed on an ongoing basis. Based on these evaluations, the Company has concluded that its credit risk is minimal. At September 30, 2020, three customers accounted for an aggregate of 80% of the Company’s total accounts receivable, and at December 31, 2019, two customers accounted for 89% of the Company’s total accounts receivable. |
Inventories | Inventories, including plasma intended for resale and plasma intended for internal use in the Company’s manufacturing, commercialization or research and development activities, are carried at the lower of cost or net realizable value determined by the first-in, first-out method. Due to previous uncertainties surrounding certain prior submissions made to the FDA, all costs related to the production of BIVIGAM and ASCENIV prior to their FDA approval dates of May 9, 2019 and April 1, 2019, respectively, have been charged to cost of product revenue in the accompanying consolidated statements of operations during the period the product was produced. In addition, costs associated with the production of conformance or engineering lots that would not qualify as immediately available for commercial sale are charged to cost of product revenue and not capitalized into inventory. |
Goodwill | Goodwill represents the excess of purchase price over the fair value of net assets acquired by the Company. Goodwill at September 30, 2020 and December 31, 2019 was $3.5 million. All of the Company’s goodwill is attributable to its ADMA BioManufacturing business segment and is related to a 2017 acquisition transaction. Goodwill is not amortized, but is assessed for impairment on an annual basis or more frequently if impairment indicators exist. The Company has the option to perform a qualitative assessment of goodwill to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill and other intangible assets. If the Company concludes that this is the case, then it must perform a goodwill impairment test by comparing the fair value of the reporting unit to its carrying value. An impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The Company performs its annual goodwill impairment test as of October 1 of each year. The Company’s annual goodwill impairment test as of October 1, 2020 did not result in a goodwill impairment charge, and the Company did not record any impairment charges related to goodwill for the three and nine months ended September 30, 2020 and 2019. |
Impairment of long-lived assets | The Company assesses the recoverability of its long-lived assets, which include property and equipment and finite-lived intangible assets, whenever significant events or changes in circumstances indicate impairment may have occurred. If indicators of impairment exist, projected future undiscounted cash flows associated with the asset are compared to its carrying amount to determine whether the asset’s carrying value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. For the three and nine months ended September 30, 2020 and 2019, the Company determined that there was no impairment of its long-lived assets. |
Revenue recognition | Revenues for the three and nine months ended September 30, 2020 and 2019 are comprised of (i) revenues from the sale of the Company’s immunoglobulin products, BIVIGAM, ASCENIV and Nabi-HB, (ii) product revenues from the sale of human plasma collected through the Company’s Plasma Collection Centers business segment, (iii) contract manufacturing and laboratory services revenue, (iv) revenues from the sale of intermediate by-products; and (v) license and other revenues primarily attributable to the out-licensing of ASCENIV to Biotest in 2012 to market and sell this product in Europe and selected countries in North Africa and the Middle East. Biotest has provided the Company with certain services and financial payments in accordance with the related Biotest license agreement and is obligated to pay the Company certain amounts in the future if certain milestones are achieved. Deferred revenue is amortized into income over the term of the Biotest license, representing a period of approximately 22 years. Product revenue is recognized when the customer is deemed to have control over the product. Control is determined based on when the product is shipped or delivered and title passes to the customer. Revenue is recorded in an amount that reflects the consideration the Company expects to receive in exchange. Revenue from the sale of the Company’s immunoglobulin products is recognized when the product reaches the customer’s destination, and is recorded net of estimated rebates, price protection arrangements and customer incentives, including prompt pay discounts, wholesaler chargebacks and other wholesaler fees. These estimates are based on historical experience and certain other assumptions, and the Company believes that such estimates are reasonable. For revenues associated with contract manufacturing and the sale of intermediates, control transfers to the customer and the performance obligation is satisfied when the customer takes possession of the product from the Boca Facility or from a third-party warehouse that is utilized by the Company. Product revenues from the sale of human plasma collected at the Company’s plasma collection centers are recognized at the time control of the product has been transferred to the customer, which generally occurs at the time of shipment. Product revenues are recognized at the time of delivery if the Company retains control of the product during shipment. For the nine months ended September 30, 2020, three customers represented an aggregate of 82% of the Company’s consolidated revenues. For the nine months ended September 30, 2019, four customers represented an aggregate of 86% of the Company’s consolidated revenues. |
Cost of product revenue | Cost of product revenue includes costs associated with the manufacture of the Company’s FDA approved products, intermediates and the sale of human source plasma, as well as expenses related to conformance batch production, process development and scientific and technical operations when these operations are attributable to marketed products. When the activities of these operations are attributable to new products in development, the expenses are classified as research and development expenses. |
Loss per common share | Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share is calculated by dividing net loss attributable to common stockholders, as adjusted for the effect of dilutive securities, if any, by the weighted average number of shares of common stock and dilutive common stock outstanding during the period. Potentially dilutive common stock includes the shares of common stock issuable upon the exercise of outstanding stock options and warrants, using the treasury stock method. Potentially dilutive common stock is excluded from the diluted loss per common share computation to the extent that it would be anti-dilutive. As a result, no potentially dilutive securities are included in the computation of any of the accompanying diluted loss per share amounts as the Company reported a net loss for all periods presented. For the nine months ended September 30, 2020 and 2019, the following securities were excluded from the calculation of diluted loss per common share because of their anti-dilutive effects: For the Nine Months Ended September 30, 2020 2019 Stock options 6,938,351 5,639,539 Restricted stock units 331,000 - Warrants 2,138,160 2,138,160 9,407,511 7,777,699 |
Stock-based compensation | The Company follows recognized accounting guidance which requires all equity-based payments, including grants of stock options, to be recognized in the statement of operations as compensation expense based on their fair values at the date of grant. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line over the associated vesting period of the award based on the grant date fair value of the award. Stock options granted under the Company’s equity incentive plans generally have a four-year vesting period and a term of 10 years. Pursuant to ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) |
Income Taxes | The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or its tax returns. Under this method, deferred tax assets and liabilities are recognized for the temporary differences between the tax bases of assets and liabilities and their respective financial reporting amounts at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company records a valuation allowance on its deferred tax assets if it is more likely than not that the Company will not generate sufficient taxable income to utilize its deferred tax assets. The Company is subject to income tax examinations by major taxing authorities for all tax years since 2015 and for previous periods as it relates to the Company’s net operating loss carryforwards. In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2020 and December 31, 2019, and during the three and nine months ended September 30, 2020 and 2019, the Company recognized no adjustments for uncertain tax positions. |
Recent Accounting Pronouncements | In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) Debt—Debt with Conversion and Other Options. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of dilutive securities | For the Nine Months Ended September 30, 2020 2019 Stock options 6,938,351 5,639,539 Restricted stock units 331,000 - Warrants 2,138,160 2,138,160 9,407,511 7,777,699 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
INVENTORIES | |
Schedule of inventory | September 30, December 31, Raw materials $ 25,682,701 $ 33,381,806 Work-in-progress 28,441,553 14,455,665 Finished goods 15,628,274 5,227,263 Total inventories $ 69,752,528 $ 53,064,734 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
INTANGIBLE ASSETS | |
Intangible asset future aggregate amortization expense | September 30, 2020 December 31, 2019 Accumulated Accumulated Cost Amortization Net Cost Amortization Net Trademark and other intangible rights related to Nabi-HB $ 4,100,046 $ 1,952,403 $ 2,147,643 $ 4,100,046 $ 1,513,112 $ 2,586,934 Rights to intermediates 907,421 432,105 475,316 907,421 334,881 572,540 Customer contract 1,076,557 1,076,557 - 1,076,557 1,076,557 - $ 6,084,024 $ 3,461,065 $ 2,622,959 $ 6,084,024 $ 2,924,550 $ 3,159,474 |
Schedule of Intangible assets | Remainder of 2020 $ 178,838 2021 715,352 2022 715,352 2023 715,352 2024 298,065 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment | September 30, 2020 December 31, 2019 Manufacturing and laboratory equipment $ 14,410,814 $ 8,831,817 Office equipment and computer software 2,816,479 1,690,248 Furniture and fixtures 1,478,433 582,088 Construction in process 3,750,517 4,285,915 Leasehold improvements 3,293,923 1,673,084 Land 4,339,441 4,339,441 Buildings and building improvements 17,422,006 16,063,680 47,511,613 37,466,273 Less: Accumulated depreciation (7,889,103 ) (5,724,956 ) Total property and equipment, net $ 39,622,510 $ 31,741,317 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
DEBT | |
Summary of subordinated note payable | September 30, 2020 December 31, 2019 Notes payable $ 85,000,000 $ 72,500,000 Less: Debt discount (2,891,367 ) (4,208,837 ) Senior notes payable $ 82,108,633 $ 68,291,163 |
Summary of notes payable | September 30, 2020 December 31, 2019 Subordinated note payable to Biotest $ 15,000,000 $ 15,000,000 Less: Debt discount (65,074 ) (91,947 ) Subordinated note payable $ 14,934,926 $ 14,908,053 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
STOCKHOLDERS' EQUITY | |
Schedule of assumptions | Nine Months Ended September 30, 2020 2019 Expected term 5.5 -6.3 years 5.8 - 6.3 years Volatility 62%-69% 54%-63% Dividend yield 0.0 0.0 Risk-free interest rate 0.33-1.68% 1.36-2.92% |
Schedule of option activity | Shares Weighted Average Exercise Price Balance at December 31, 2019 5,630,351 $ 4.76 Forfeited (72,188 ) $ 3.61 Expired (11,598 ) $ 4.29 Granted 1,398,412 $ 2.96 Exercised (6,626 ) $ 2.03 Balance at September 30, 2020 6,938,351 $ 4.41 Options exercisable 4,315,757 $ 5.08 |
Schedule of compensation expense | Shares Weighted Average Grant Date Fair Value Balance at December 31, 2019 - $ - Granted 361,000 $ 2.82 Vested (15,000 ) $ 2.92 Forfeited (15,000 ) $ 2.92 Balance at September 30, 2020 331,000 $ 2.81 |
Schedule of stock-based compensation expense | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Research and development $ 166,610 $ 95,757 $ 365,213 $ 271,823 Plasma centers 8,579 13,333 24,333 38,086 Selling, general and administrative 535,949 491,710 1,599,094 1,559,530 Cost of product revenue 63,646 49,870 178,300 145,230 Total stock-based compensation expense $ 774,784 $ 650,670 $ 2,166,940 $ 2,014,669 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
SEGMENTS | |
Summarized segment financial information | Three Months Ended September 30, 2020 ADMA BioManufacturing Plasma Collection Centers Corporate Consolidated Revenues $ 9,026,323 $ 1,214,327 $ 35,708 $ 10,276,358 Cost of product revenue 10,625,837 1,229,627 - 11,855,464 Loss from operations (9,277,702 ) (1,320,461 ) (3,202,814 ) (13,800,977 ) Interest and other expense, net (268,023 ) (411 ) (2,848,042 ) (3,116,476 ) Net loss (9,545,725 ) (1,320,872 ) (6,050,856 ) (16,917,453 ) Depreciation and amortization expense 863,366 169,691 2,236 1,035,293 Total assets 125,004,813 9,358,823 55,612,407 189,976,043 Three Months Ended September 30, 2019 ADMA BioManufacturing Plasma Collection Centers Corporate Consolidated Revenues $ 5,869,082 $ 1,317,713 $ 35,708 $ 7,222,503 Cost of product revenue 6,585,143 1,331,077 - 7,916,220 Loss from operations (6,007,646 ) (470,263 ) (2,572,519 ) (9,050,428 ) Interest and other expense, net (255,384 ) - (2,132,647 ) (2,388,031 ) Net loss (6,263,030 ) (470,263 ) (4,705,166 ) (11,438,459 ) Depreciation and amortization expense 700,981 113,957 3,190 818,128 Total assets 87,400,781 4,105,208 46,273,784 137,779,773 Nine Months Ended September 30, 2020 ADMA BioManufacturing Plasma Collection Centers Corporate Consolidated Revenues $ 23,272,463 $ 4,884,108 $ 107,125 $ 28,263,696 Cost of product revenue 37,314,930 4,865,389 - 42,180,319 Loss from operations (34,606,679 ) (2,696,927 ) (10,390,982 ) (47,694,588 ) Interest and other expense, net (742,336 ) (444 ) (7,903,406 ) (8,646,186 ) Net loss (35,349,015 ) (2,697,371 ) (18,294,388 ) (56,340,774 ) Capital expenditures 6,619,399 2,508,960 - 9,128,359 Depreciation and amortization expense 2,310,580 392,086 7,117 2,709,783 Nine Months Ended September 30, 2019 ADMA BioManufacturing Plasma Collection Centers Corporate Consolidated Revenues $ 11,215,510 $ 5,989,399 $ 107,125 $ 17,312,034 Cost of product revenue 22,695,870 5,116,765 - 27,812,635 Loss from operations (25,300,237 ) (832,864 ) (7,464,417 ) (33,597,518 ) Interest and other (expense) income, net (671,600 ) 13,560 (5,027,654 ) (5,685,694 ) Gain on transfer of plasma center assets - 11,527,421 - 11,527,421 Loss on extinguishment of debt - - (9,962,495 ) (9,962,495 ) Net (loss) income (25,971,837 ) 10,708,117 (22,454,566 ) (37,718,286 ) Capital expenditures 2,185,554 31,988 - 2,217,542 Depreciation and amortization expense 2,077,221 342,156 10,173 2,429,550 |
LEASE OBLIGATIONS (Tables)
LEASE OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
LEASE OBLIGATIONS | |
Schedule of future minimum lease payments | Remainder of 2020 $ 138,581 Year ended December 31, 2021 705,577 2022 726,829 2023 709,346 2024 603,858 Thereafter 2,205,047 Total payments 5,089,238 Less: imputed interest (1,952,518 ) Current portion (275,988 ) Balance at September 30, 2020 $ 2,860,732 |
SUPPLEMENTAL DISCLOSURE OF CA_2
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |
Schedule of supplemental cash flow information | 2020 2019 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 7,303,753 $ 5,614,582 Noncash Financing and Investing Activities: Equipment acquired reflected in accounts payable and accrued liabilities $ 1,468,147 $ 268,050 Right-to-use assets obtained in exchange for lease obligations $ 1,738,156 $ 1,421,669 Warrants issued in connection with notes payable $ - $ 3,579,115 |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 196 Months Ended | ||||||||||
Aug. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Nov. 05, 2020 | Aug. 05, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash and cash equivalents | $ 59,675,045 | $ 48,006,152 | $ 59,675,045 | $ 48,006,152 | $ 59,675,045 | $ 26,752,135 | $ 26,754,852 | |||||||
Net loss | (16,917,453) | $ (20,178,091) | $ (19,245,230) | $ (11,438,459) | $ (13,211,872) | $ (13,067,955) | (56,340,774) | $ (37,718,286) | 321,100,000 | |||||
Working capital | $ 123,100,000 | $ 123,100,000 | $ 123,100,000 | |||||||||||
Sale Agreement [Member] | Jefferies LLC [Member] | ||||||||||||||
Sales of common stock | $ 20,000,000 | $ 50,000,000 | ||||||||||||
Proceeds from sales of common stock | $ 20,300,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Potentially dilutive securities | 9,407,511 | 7,777,699 |
Stock Options [Member] | ||
Potentially dilutive securities | 6,938,351 | 5,639,539 |
Restricted stock units [Member] | ||
Potentially dilutive securities | 331,000 | 0 |
Warrants [Member] | ||
Potentially dilutive securities | 2,138,160 | 2,138,160 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Goodwill | $ 3,529,509 | $ 3,529,509 | |
Vesting period | four-year | ||
Vesting term | 10 years | ||
Right of use assets | $ 2,782,987 | 1,245,029 | |
Lease liability | $ 3,100,000 | $ 1,500,000 | |
Customer Three [Member] | |||
Risk concentration | 8200.00% | 8600.00% | |
Customer Three [Member] | Accounts Receivable [Member] | |||
Risk concentration | 8000.00% | ||
Customer Two [Member] | Accounts Receivable [Member] | |||
Risk concentration | 8900.00% | ||
Biotest [Member] | |||
Note payable | $ 15,000,000 | $ 15 | |
January 1, 2019 [Member] | |||
Right of use assets | 1,400,000 | ||
Lease liability | $ 1,600,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
INVENTORIES | ||
Raw materials | $ 25,682,701 | $ 33,381,806 |
Work-in-progress | 28,441,553 | 14,455,665 |
Finished goods | 15,628,274 | 5,227,263 |
Total inventories | $ 69,752,528 | $ 53,064,734 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Cost | $ 6,084,024 | $ 6,084,024 |
Accumulated amortization | 3,461,065 | 2,924,550 |
Net | 2,622,959 | 3,159,474 |
Trademark and other intangible rights related to Nabi-HB [Member] | ||
Cost | 4,100,046 | 4,100,046 |
Accumulated amortization | 1,952,403 | 1,513,112 |
Net | 2,147,643 | 2,586,934 |
Right to intermediates [Member] | ||
Cost | 907,421 | 907,421 |
Accumulated amortization | 432,105 | 334,881 |
Net | 475,316 | 572,540 |
Customer contract [Member] | ||
Cost | 1,076,557 | 1,076,557 |
Accumulated amortization | 1,076,557 | 1,076,557 |
Net | $ 0 | $ 0 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) | Sep. 30, 2020USD ($) |
INTANGIBLE ASSETS | |
Remainder of 2020 | $ 178,838 |
2021 | 715,352 |
2022 | 715,352 |
2023 | 715,352 |
2024 | $ 298,065 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
INTANGIBLE ASSETS | ||||
Amortization expense | $ 200,000 | $ 0.2 | $ 500,000 | $ 600,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Property, plant and equipment, gross | $ 47,511,613 | $ 37,466,273 |
Less: accumulated depreciation and amortization | (7,889,103) | (5,724,956) |
Property, plant and equipment, net | 39,622,510 | 31,741,317 |
Manufacturing and laboratory equipment [Member] | ||
Property, plant and equipment, gross | 14,410,814 | 8,831,817 |
Buildings And Building Improvements [Member] | ||
Property, plant and equipment, gross | 17,422,006 | 16,063,680 |
Construction in process [Member] | ||
Property, plant and equipment, gross | 3,750,517 | 4,285,915 |
Leasehold improvements [Member] | ||
Property, plant and equipment, gross | 3,293,923 | 1,673,084 |
Land [Member] | ||
Property, plant and equipment, gross | 4,339,441 | 4,339,441 |
Office equipment and computer software [Member] | ||
Property, plant and equipment, gross | 2,816,479 | 1,690,248 |
Furniture and fixtures [member] | ||
Property, plant and equipment, gross | $ 1,478,433 | $ 582,088 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Depreciation expense | $ 0.9 | $ 0.6 | $ 2.2 | $ 1.8 |
Property and equipment [Member] | Minimum [Member] | ||||
Useful life | 3 years | |||
Property and equipment [Member] | Maximum [Member] | ||||
Useful life | 10 years | |||
Buildings [Member] | ||||
Useful life | 30 years |
DEBT (Details)
DEBT (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
DEBT | ||
Notes payable | $ 85,000,000 | $ 72,500,000 |
Less: | ||
Debt discount | (2,891,367) | (4,208,837) |
Senior notes payable | $ 82,108,633 | $ 68,291,163 |
DEBT (Details 1)
DEBT (Details 1) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
DEBT | ||
Subordinated note payable to Biotest | $ 15,000,000 | $ 15,000,000 |
Less: | ||
Debt discount | (65,074) | (91,947) |
Subordinated note payable | $ 14,934,926 | $ 14,908,053 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Feb. 11, 2019 | May 03, 2019 | May 02, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Perceptive Tranche I Note and Perceptive Tranche II fees paid | $ 5,300,000 | $ 30,000,000 | ||||||||
Interest rate | 136.00% | |||||||||
Description of prepaid principal amount | (i) 5.0% of the prepaid principal amount, if prepaid on or prior to the first anniversary of the Perceptive Closing Date, (ii) 4.0% of the prepaid principal amount, if prepaid after the first anniversary of the Perceptive Closing Date and on or prior to the second anniversary of the Perceptive Closing Date, or (iii) 3.0% of the prepaid principal amount, if prepaid after the second anniversary of the Perceptive Closing Date and on or prior to the third anniversary of the Perceptive Closing Date. | |||||||||
Warrant, amount | $ 6,255 | $ 7,177 | $ 0 | $ 75,048 | ||||||
Warrant exercise price | $ 2.96 | |||||||||
Loss on the extinguishment of debt | $ 0 | $ 0 | $ 0 | $ 0 | $ 9,962,495 | |||||
Perceptive Tranche I Loan (Member) | ||||||||||
Principal amount of term loan | $ 45,000,000 | |||||||||
Perceptive Tranche II Loan (Member) | ||||||||||
Principal amount of term loan | $ 27,500,000 | |||||||||
Perceptive Tranche III Loan (Member) | ||||||||||
Principal amount of term loan | 12,500 | |||||||||
Perceptive Tranche III Warrant [Member] | ||||||||||
Warrant, amount | $ 900,000 | |||||||||
Warrant exercise price | $ 4.64 | |||||||||
Warrant | 250,000 | |||||||||
BPC (Member) | ||||||||||
Interest rate | 60.00% | |||||||||
Expiration date | June 6, 2022 | |||||||||
Net Cash proceeds | $ 15,000,000 | |||||||||
Marathon Healthcare Finance Fund, L.P. (Member) | ||||||||||
Loss on the extinguishment of debt | (9,962,495) | |||||||||
Deferred facility fee | 2,800,000 | |||||||||
Prepayment Penalty | 6,500,000 | 6,500,000 | ||||||||
Unamortized debt discount | $ 3,500,000 | |||||||||
Fees and expenses | 1,500,000 | |||||||||
Additional facility fee | 100,000 | |||||||||
Debt service reserve | 4,000,000 | |||||||||
Accrued interest | $ 700,000 | |||||||||
Perceptive Credit Agreement [Member] | ||||||||||
Description of prepaid principal amount | (i) 5.0% of the prepaid principal amount, if prepaid on or prior to the first anniversary of the Perceptive Closing Date, (ii) 4.0% of the prepaid principal amount, if prepaid after the first anniversary of the Perceptive Closing Date and on or prior to the second anniversary of the Perceptive Closing Date, or (iii) 3.0% of the prepaid principal amount, if prepaid after the second anniversary of the Perceptive Closing Date and on or prior to the third anniversary of the Perceptive Closing Date. | |||||||||
Warrant, amount | $ 2,700,000 | |||||||||
Warrant exercise price | $ 3.28 | |||||||||
Interest rate description | Perceptive Credit Agreement bear interest at a rate per annum equal to 7.5% plus the greater of (i) one-month LIBOR and (ii) 3.5%; provided, however, that upon, and during the continuance of, an Event of Default, the interest rate will automatically increase by an additional 400 basis points. Accrued interest is payable to Perceptive on the last day of each month during the term of the Perceptive Credit Facility. The rate of interest in effect as of the Perceptive Closing Date and at September 30, 2020 was 11.0%. | |||||||||
Additionlal description | In addition, the Company must (i) at all times prior to the Maturity Date maintain a minimum cash balance of $3.0 million; and (ii) as of the last day of each fiscal quarter commencing with the fiscal quarter ended June 30, 2019, report revenues for the trailing 12-month period that exceed the amounts set forth in the Perceptive Credit Agreement, which range from $7.0 million for the fiscal quarter ended June 30, 2019 to $55.0 million for the fiscal quarter ending December 31, 2021. | |||||||||
Principal amount of term loan | $ 85,000,000 | |||||||||
Warrant | 1,360,000 | |||||||||
Expiration date | February 11, 2029 |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Dividend yield | 0.00% | 0.00% |
Maximum [Member] | ||
Dividend yield | 0.00% | 0.00% |
Expected term | 6 years 3 months 18 days | 6 years 3 months 18 days |
Volatility | 6900.00% | 6300.00% |
Risk-free interest rate | 1.68% | 2.92% |
Minimum [Member] | ||
Expected term | 5 years 6 months | 5 years 9 months 18 days |
Volatility | 6200.00% | 5400.00% |
Risk-free interest rate | 0.33% | 1.36% |
STOCKHOLDERS EQUITY (Details 1)
STOCKHOLDERS EQUITY (Details 1) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Shares | |
Outstanding at beginning of period | shares | 5,630,351 |
Forfeited | shares | (72,188) |
Expired | shares | (11,598) |
Granted | shares | 1,398,412 |
Exercised | shares | (6,626) |
Outstanding at end of period | shares | 6,938,351 |
Options exercisable | shares | 4,315,757 |
Weighted Average Exercise Price | |
Weighted Average Exercise Price at Beginning Balance | $ / shares | $ 4.76 |
Forfeited | $ / shares | 3.61 |
Expired | $ / shares | 4.29 |
Granted | $ / shares | 2.96 |
Exercised | $ / shares | 2.03 |
Weighted Average Exercise Price at Ending Balance | $ / shares | 4.41 |
Options exercisable | $ / shares | $ 5.08 |
STOCKHOLDERS EQUITY (Details 2)
STOCKHOLDERS EQUITY (Details 2) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Outstanding at beginning of period | 5,630,351 |
Granted | 1,398,412 |
Forfeited | (72,188) |
Outstanding at end of period | 6,938,351 |
Granted | $ / shares | $ 2.96 |
Forfeited | $ / shares | 3.61 |
Weighted Average Exercise Price at Ending Balance | $ / shares | $ 3.81 |
Restricted stock units [Member] | |
Granted | 361,000 |
Vested | 15,000 |
Forfeited | 15,000 |
Outstanding at end of period | 331,000 |
Granted | $ / shares | $ 2.82 |
Vested | $ / shares | 2.92 |
Forfeited | $ / shares | 2.92 |
Weighted Average Exercise Price at Ending Balance | $ / shares | $ 2.81 |
STOCKHOLDERS EQUITY (Details 3)
STOCKHOLDERS EQUITY (Details 3) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total stock-based compensation expense | $ 774,784 | $ 650,670 | $ 2,166,940 | $ 2,014,669 |
Research and development [Member] | ||||
Total stock-based compensation expense | 166,610 | 95,757 | 365,213 | 271,823 |
Plasma centers [Member] | ||||
Total stock-based compensation expense | 8,579 | 13,333 | 24,333 | 38,086 |
Selling, general and administrative [Member] | ||||
Total stock-based compensation expense | 535,949 | 491,710 | 1,599,094 | 1,559,530 |
Cost of product revenue [Member] | ||||
Total stock-based compensation expense | $ 63,646 | $ 49,870 | $ 178,300 | $ 145,230 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | Feb. 11, 2020 | Feb. 21, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 05, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock, outstanding | 0 | 0 | 0 | 0 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | ||||
Underwritten public offering | 23,500,000 | 3,525,000 | ||||||
Common stock shares, issued | 89,616,176 | 89,616,176 | 89,616,176 | 59,318,355 | ||||
Gross proceeds from public offering | $ 82,300,000 | $ 12,300,000 | $ 8,870,000 | |||||
Common stock, outstanding | 89,616,176 | 89,616,176 | 89,616,176 | 59,318,355 | ||||
Common stock reserved for outstanding | 9,407,511 | 9,407,511 | 9,407,511 | |||||
Common stock issuable | 50,976,313 | 50,976,313 | 50,976,313 | |||||
Warrants outstanding | 2,138,160 | 2,138,160 | 2,138,160 | 2,138,160 | ||||
Weighted average exercise price of warrants | $ 3.81 | $ 3.81 | $ 3.81 | |||||
Proceeds from issuance of common stock | $ 99,343,207 | $ 48,397,088 | ||||||
Restricted stock units [Member] | ||||||||
Weighted average exercise price of warrants | $ 2.81 | $ 2.81 | $ 2.81 | |||||
Unrecognized compensation expense recognition period | 3 years 3 months 18 days | |||||||
Unrecognized compensation expense | $ 80,000 | $ 80,000 | $ 80,000 | |||||
Compensation expense | $ 100,000 | $ 200,000 | ||||||
Common stock granted | 361,000 | 361,000 | 361,000 | |||||
Sale Agreement [Member] | ||||||||
Common stock issuable under agreement | 50,000,000 | |||||||
Common stock shares sold during the period | 3,251,195 | |||||||
Proceeds from issuance of common stock | $ 10,600,000 | |||||||
Equity Incentive Plans [Member] | ||||||||
Unrecognized compensation expense recognition period | 2 years 6 months | |||||||
Options granted | 1,398,412 | 1,493,100 | ||||||
Weighted average remaining contractual life of stock options exercisable | 5 years 6 months | |||||||
Weighted average remaining contractual life of stock options outstanding | 6 years 8 months 12 days | |||||||
Unrecognized compensation expense | $ 4,600,000 | $ 4,600,000 | $ 4,600,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2017 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Credit facility | 1000.00% | |||||
Public offering description | (i) Dr. Grossman purchased 20,500 shares of common stock in the open market, (ii) Mr. Grossman purchased 10,000 shares of common stock in the open market, (iii) Dr. Mond purchased 11,000 shares of common stock in the open market, (iv) Mr. Lenz purchased 4,000 shares of common stock in the open market, and (v) Ms. Demski, a member of the Company’s Board of Directors, purchased 4,200 shares of common stock in the open market. | (i) Perceptive Advisors, a principal stockholder of ADMA, purchased 4,563,700 shares of common stock through one of its affiliates, (ii) Dr. Grossman purchased 22,857 shares of common stock directly and 22,857 shares indirectly through an entity he controls, (iii) Lawrence P. Guiheen, a director of the Company, purchased 20,000 shares of common stock, (iv) Mr. Grossman purchased 28,571 shares of common stock directly and 57,143 shares indirectly through an entity he controls, (v) Brian Lenz, the Company’s Executive Vice President and Chief Financial Officer, purchased 7,142 shares of common stock, and (vi) Dr. James Mond, the Company’s Chief Scientific Officer and Chief Medical Officer, purchased 4,285 shares of common stock, all at the public offering price of $3.50 per share. | ||||
Rent expense | $ 200,000 | $ 100,000 | $ 400,000 | $ 300,000 | ||
Areth, LLC [Member] | ||||||
Rent expense | $ 90,000 | $ 90,000 | ||||
Monthly Rent | $ 10,000 | |||||
Debt instrument, frequency of periodic payment | monthly |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
COMMITMENT AND CONTINGENCIES | ||
Purchase percentage from inventory | 6600.00% | 7800.00% |
Purchase of raw material | $ 13.8 | $ 16.5 |
Plasma supply agreement term | 10 years |
SEGMENTS (Details)
SEGMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 196 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | |
Revenues | $ 10,276,358 | $ 7,222,503 | $ 28,263,696 | $ 17,312,034 | |||||
Cost of product revenue | 11,855,464 | 7,916,220 | 42,180,319 | 27,812,635 | |||||
Loss from operations | (13,800,977) | (9,050,428) | (47,694,588) | (33,597,518) | |||||
Interest and other expense, net | (26,440) | (20,523) | (39,232) | (42,308) | |||||
Gain on transfer of plasma center assets | 0 | 0 | 0 | 11,527,421 | |||||
Loss on the extinguishment of debt | 0 | 0 | $ 0 | 0 | 9,962,495 | ||||
Net loss | (16,917,453) | $ (20,178,091) | $ (19,245,230) | (11,438,459) | $ (13,211,872) | $ (13,067,955) | (56,340,774) | (37,718,286) | $ 321,100,000 |
Depreciation and amortization expense | 2,709,783 | 2,429,550 | |||||||
ADMA BioManufacturing | |||||||||
Revenues | 9,026,323 | 5,869,082 | 23,272,463 | 11,215,510 | |||||
Cost of product revenue | 10,625,837 | 6,585,143 | 37,314,930 | 22,695,870 | |||||
Loss from operations | (9,277,702) | (6,007,646) | (34,606,679) | (25,300,237) | |||||
Interest and other expense, net | (268,023) | (255,384) | (742,336) | (671,600) | |||||
Gain on transfer of plasma center assets | 0 | ||||||||
Loss on the extinguishment of debt | 0 | ||||||||
Net loss | (9,545,725) | (6,263,030) | (35,349,015) | (25,971,837) | |||||
Capital expenditure | 6,619,399 | 2,185,554 | |||||||
Depreciation and amortization expense | 863,366 | 700,981 | 2,310,580 | 2,077,221 | |||||
TOTAL ASSETS | 125,004,813 | 87,400,781 | |||||||
Plasma Collection Centers | |||||||||
Revenues | 1,214,327 | 1,317,713 | 4,884,108 | 5,989,399 | |||||
Cost of product revenue | 1,229,627 | 1,331,077 | 4,865,389 | 5,116,765 | |||||
Loss from operations | (1,320,461) | (470,263) | (2,696,927) | (832,864) | |||||
Interest and other expense, net | (411) | 0 | (444) | 13,560 | |||||
Gain on transfer of plasma center assets | 11,527,421 | ||||||||
Loss on the extinguishment of debt | 0 | ||||||||
Net loss | (1,320,872) | (470,263) | (2,697,371) | 10,708,117 | |||||
Capital expenditure | 2,508,960 | 31,988 | |||||||
Depreciation and amortization expense | 169,691 | 113,957 | 392,086 | 342,156 | |||||
TOTAL ASSETS | 9,358,823 | 4,105,208 | |||||||
Corporate | |||||||||
Revenues | 35,708 | 35,708 | 107,125 | 107,125 | |||||
Cost of product revenue | 0 | 0 | 0 | 0 | |||||
Loss from operations | (3,202,814) | (2,572,519) | (10,390,982) | (7,464,417) | |||||
Interest and other expense, net | (2,848,042) | (2,132,647) | (7,903,406) | (5,027,654) | |||||
Gain on transfer of plasma center assets | 0 | 0 | |||||||
Loss on the extinguishment of debt | (9,962,495) | ||||||||
Net loss | (6,050,856) | (4,705,166) | (18,294,388) | (22,454,566) | |||||
Capital expenditure | 0 | 0 | |||||||
Depreciation and amortization expense | 2,236 | 3,190 | 7,117 | 10,173 | |||||
TOTAL ASSETS | 55,612,407 | 46,273,784 | |||||||
Consolidated (member) | |||||||||
Revenues | 10,276,358 | 7,222,503 | 28,263,696 | 17,312,034 | |||||
Cost of product revenue | 11,855,464 | 7,916,220 | 42,180,319 | 27,812,635 | |||||
Loss from operations | (13,800,977) | (9,050,428) | (47,694,588) | (33,597,518) | |||||
Interest and other expense, net | (3,116,476) | (2,388,031) | (8,646,186) | (5,685,694) | |||||
Gain on transfer of plasma center assets | 11,527,421 | ||||||||
Loss on the extinguishment of debt | (9,962,495) | ||||||||
Net loss | (16,917,453) | (11,438,459) | (56,340,774) | (37,718,286) | |||||
Capital expenditure | 9,128,359 | 2,217,542 | |||||||
Depreciation and amortization expense | 1,035,293 | 818,128 | $ 2,709,783 | $ 2,429,550 | |||||
TOTAL ASSETS | $ 189,976,043 | $ 137,779,773 |
TRANSFER OF PLASMA CENTER ASS_2
TRANSFER OF PLASMA CENTER ASSETS (Details Narrative) - USD ($) $ in Millions | Sep. 30, 2020 | Jan. 01, 2019 |
TRANSFER OF PLASMA CENTER ASSETS | ||
Gain upon transfer facilities | $ 11.5 | |
Net carrying value of assets | $ 1.1 | |
Combined fair value of obligation | $ 12.6 |
LEASE OBLIGATIONS (Details)
LEASE OBLIGATIONS (Details) | Sep. 30, 2020USD ($) |
LEASE OBLIGATIONS | |
Remainder of 2020 | $ 138,581 |
2021 | 705,577 |
2022 | 726,829 |
2023 | 709,346 |
2024 | 603,858 |
Thereafter | 2,205,047 |
Total payments | 5,089,238 |
Less: imputed interest | 1,952,518 |
Current portion | 275,988 |
Total | $ 2,860,732 |
LEASE OBLIGATIONS (Details Narr
LEASE OBLIGATIONS (Details Narrative) - USD ($) | Jul. 15, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Lease and rent expense | $ 200,000 | $ 100,000 | $ 400,000 | $ 300,000 | ||
Lease description | With the exception of advance deposits and initial months’ rent totaling approximately $75,000, no payments have been made under these leases. The initial terms of each lease are from 11 to 13 years with monthly rental payments varying between approximately $17,000 and $21,000, including common area maintenance charges. | |||||
Operating Lease liabilities | 3,100,000 | $ 3,100,000 | $ 1,500,000 | |||
Weighted average remaining term | 8 years 3 months 18 days | |||||
Right of use asstes | 2,782,987 | $ 2,782,987 | $ 1,245,029 | |||
Incremental borrowing rate | 1300.00% | |||||
Cash payments for lease | 100,000 | $ 0.1 | $ 300,000 | $ 0.3 | ||
January 1, 2019 [Member] | ||||||
Operating Lease liabilities | 1,600,000 | 1,600,000 | ||||
Right of use asstes | $ 1,400,000 | $ 1,400,000 |
SUPPLEMENTAL DISCLOSURE OF CA_3
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
SUPPLEMENTAL INFORMATION: | ||
Cash paid for interest | $ 7,303,753 | $ 5,614,582 |
Noncash Financing and Inesting Activities: | ||
Equipment acquired reflected in accounts payable and accrued liabilities | 1,468,147 | 268,050 |
Right-to-use assets obtained in exchange for lease obligations | 1,738,156 | 1,421,669 |
Warrants issued in connection with note payable | $ 0 | $ 3,579,115 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 05, 2020 | Oct. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Proceeds from issuance of common stock | $ 99,343,207 | $ 48,397,088 | |||
Sale Agreement [Member] | |||||
Proceeds from issuance of common stock | $ 10,600,000 | ||||
Common stock shares sold during the period | 3,251,195 | ||||
Jefferies LLC [Member] | Sale Agreement [Member] | Subsequent Event [Member] | |||||
Proceeds from issuance of common stock | $ 9,600,000 | ||||
Common stock shares sold during the period | 4,127,833 | ||||
Jefferies LLC [Member] | Sale Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | |||||
Common stock offering | $ 20,000,000 |