UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): March 7, 2022

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

Delaware
001-36728
56-2590442
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

465 State Route 17, Ramsey, New Jersey
  
07446
(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):

☐
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 class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.0001 per share
ADMA
Nasdaq Global Market
Preferred Share Purchase Rights
-
Nasdaq 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 7, 2022, upon the recommendation of the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of ADMA Biologics, Inc. (the “Company”), the Board approved the following base salaries for 2022, cash bonuses attributable to 2021 performance and annual incentive awards for the Company’s named executive officers, as set forth below:

Name
Position
  
2022
Base
Salary
    
Bonus (1)
    
Number of
RSUs (2)(3)
    
Number of Shares
Underlying Stock
Options (2)(4)(5)
    
Other
Compensation
(6)
  
Adam S. Grossman
President, Chief Executive
Officer and Director
  
$
636,540
    
$
506,142
      
300,000
      
600,000
      
-
  
Brian Lenz
Executive Vice President, Chief Financial Officer
  
$
445,578
    
$
245,284
      
137,500
      
275,000
    
$
120,000
  

(1)
Bonus amounts reflect a cash bonus that will be paid by the Company to the named executive officers on or before March 15, 2022. These cash bonus amounts reflect achievement of 126% of the Company’s 2021 corporate goals and milestones.

(2)
Grant date was March 7, 2022.

(3)
The restricted stock units (“RSUs”) will vest quarterly on each anniversary of the date of grant (over four years) in accordance with the 2014 Omnibus Incentive Compensation Plan.

(4)
The exercise price of $1.67 reflects the per share fair market value of the Company’s common stock, $0.0001 par value per share (“Common Stock”), as determined by the closing price of the Company’s Common Stock on the Nasdaq Global Market on the grant date.

(5)
The options vest over four years with 25% of the shares of Common Stock underlying the options vesting on the one-year anniversary of the date of grant and the remaining 75% of such shares vesting monthly in equal installments over the next three years, becoming fully vested on March 7, 2026 in accordance with the 2014 Omnibus Incentive Compensation Plan.

(6)
Amount reflects the continued payment of $5,000 per month in temporary living expenses for Mr. Lenz, plus appropriate tax gross-up, through December 31, 2022.

The Compensation Committee reached its recommendation regarding the compensation and incentive awards for the named executive officers in consultation with an independent compensation consultant. The cash bonuses and RSUs and stock options were awarded at the discretion of the Compensation Committee and were based on each named executive officer’s annual cash bonus and equity targets, as established by the Compensation Committee, and the Compensation Committee’s evaluation of the performance of each named executive officer, and approved by the Board. As a part of this performance evaluation, the Compensation Committee considered the achievement of 126% of the Company’s 2021 corporate goals and milestones.

Item 9.01
Exhibits

(d) Exhibits

Exhibit No.
Description
104
Cover Page Interactive Data File (embedded with the Inline XBRL Document)

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.

March 9, 2022
ADMA Biologics, Inc.
   
 
By:
/s/ Brian Lenz
   
Name:
Brian Lenz
   
Title:
Executive Vice President and Chief Financial Officer