Registration of Additional Securities (up to 20%) (s-3mef)
April 21 2017 - 1:35PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on April 21, 2017
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
ADAMIS
PHARMACEUTICALS CORPORATION
(Exact
name of Registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
|
|
82-0429727
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
|
|
(I.R.S.
Employer
Identification
Number)
|
11682
El Camino Real, Suite 300
San
Diego, CA 92130
(858)
997- 2400
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Dennis
J. Carlo, Ph.D.
Chief Executive Officer
11682 El Camino Real, Suite 300
San Diego, CA 92130
(858)
997-2400
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
C.
Kevin Kelso, Esq.
Weintraub
Tobin Chediak Coleman Grodin, Law Corporation
400
Capitol Mall, Suite 1100
Sacramento,
CA 95814
(916)
558-6000
(916)
446-1611 - Facsimile
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☒ (Registration No. 333-196976)
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “emerging
growth company”, “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
Non-accelerated filer
|
|
☐ (Do
not check if a smaller reporting company)
|
|
Small reporting company
|
|
☒
|
|
|
|
|
|
|
|
|
|
|
|
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 comply with
any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
|
Title
of each class of
securities
to be registered
|
|
Proposed
Maximum
Aggregate Offering
Price(1)(2)
|
|
Amount
of
Registration Fee(3)
|
Common
Stock, par value $0.0001 per share
|
|
$457,526
|
|
$ 54
|
|
(1)
|
The Registrant
previously registered an aggregate principal amount of $50,000,000 of Common Stock, Preferred Stock, Warrants and Units
on the Registration Statement on Form S-3 (Registration No. 333- 196976) (the “Related Registration
Statement”) and paid a fee of $6,440. In accordance with Rule 462(b) under the Securities Act of 1933, as amended
(the “Securities Act”), an additional amount of securities having a proposed maximum aggregate offering price
of no more than 20% of the maximum aggregate offering price of the remaining securities eligible to be sold under the
Related Registration Statement on Form S-3 (Registration No. 333-196976) is hereby registered. Includes the
aggregate offering price of shares that the underwriters have the option to purchase.
|
|
|
(2)
(3)
|
Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(o) promulgated under the Securities Act.
Amount
calculated pursuant to Section 6(b) under the Securities Act.
|
The
Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act
of 1933, as amended.
EXPLANATORY
NOTE AND INCORPORATION BY REFERENCE
This
Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of,
including all amendments and exhibits thereto and all information incorporated by reference therein, the Registration Statement
on Form S-3 (Registration No. 333-196976), which was declared effective by the Commission on July 2, 2014, and is being
filed solely for the purpose of registering an additional $457,526 amount of securities of the Registrant. The required
opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of San Diego, State of California, on April 21,
2017.
|
ADAMIS
PHARMACEUTICALS CORPORATION
|
|
|
|
|
By:
|
/s/
Dennis J. Carlo
|
|
|
Dennis
J. Carlo
|
|
|
Chief
Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature
|
|
Title
|
|
Date
|
/s/ Dennis J. Carlo
|
|
|
|
|
Dennis J. Carlo
|
|
Chief Executive Officer and Director
|
|
April 21, 2017
|
|
|
|
|
|
/s/ Robert O. Hopkins
|
|
Vice President, Finance, Chief Financial
|
|
|
Robert O. Hopkins
|
|
Officer and Secretary
|
|
April 21, 2017
|
|
|
|
|
|
/s/ David J. Marguglio
|
|
|
|
|
David J. Marguglio
|
|
Director
|
|
April 21, 2017
|
|
|
|
|
|
/s/ *
|
|
|
|
|
William C. Denby, III
|
|
Director
|
|
April 21, 2017
|
|
|
|
|
|
/s/ *
|
|
|
|
|
Robert B. Rothermel
|
|
Director
|
|
April 21, 2017
|
|
|
|
|
|
/s/
*
|
|
|
|
|
Richard C. Williams
|
|
Director
|
|
April 21, 2017
|
|
|
|
|
|
*By: /s/
ROBERT O. HOPKINS
Robert O. Hopkins
attorney-in-fact
|
|
|
|
|
|
|
|
|
|
EXHIBIT
INDEX
Adamis Pharmaceuticals (NASDAQ:ADMP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Adamis Pharmaceuticals (NASDAQ:ADMP)
Historical Stock Chart
From Apr 2023 to Apr 2024