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ADMA Adma Biologics

Filed: 28 May 21, 4:45pm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 27, 2021

 

ADMA BIOLOGICS, INC.
(Exact name of registrant as specified in its charter)
   
Delaware001-3672856-2590442

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

  
465 State Route 17, Ramsey, New Jersey07446
(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code: (201) 478-5552

 

 
(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareADMANasdaq Global Market
Preferred Share Purchase RightsNasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

ADMA Biologics, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on May 27, 2021. At the Annual Meeting, the following matters were submitted to a vote of stockholders:

 

1.The election of two (2) Class II directors to serve until the Company’s 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their successors shall have been duly elected and qualified;

 

2.The approval of the amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150,000,000 shares to 300,000,000 shares; and

 

3.The ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

 

At the close of business on April 1, 2021, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 123,044,981 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The holders of 88,053,693 shares of the Company’s common stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum.

 

At the Annual Meeting, (i) the two Class II directors were elected, (ii) the amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150,000,000 shares to 300,000,000 shares was approved, and (iii) the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified.

 

Proposal No. 1 — Election of the Class II Directors

 

The vote with respect to the election of each of the directors was as follows:

 

Nominees For Withheld Broker Non-Votes
Steven A. Elms 55,871,445 4,320,831 27,861,417
Adam S. Grossman 55,038,315 5,153,961 27,861,417

 

Proposal No. 2 — Increase the Number of Authorized Shares of Common Stock

 

The vote with respect to the approval of amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150,000,000 shares to 300,000,000 shares was as follows:

 

For Against Abstain
78,995,071 8,439,892 618,730

 

Proposal No. 3 — Ratification of the Appointment of Independent Registered Public Accounting Firm

 

The vote with respect to the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was as follows:

 

For Against Abstain
85,889,791 1,263,754 900,148

 

 

 

 

Item 9.01Exhibits.

 

(d) Exhibits

 

Exhibit No.Description

 

3.1Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of ADMA Biologics, Inc., dated as of May 27, 2021.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

May 28, 2021ADMA Biologics, Inc.
  
  
 By:/s/ Brian Lenz
  Name:Brian Lenz
  Title:Executive Vice President and Chief Financial Officer