Current Report Filing (8-k)
September 08 2020 - 5:21PM
Edgar (US Regulatory)
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0000887247
2020-09-03
2020-09-03
0000887247
2020-09-03
2020-09-08
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xbrli:shares
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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): September 3, 2020
ADAMIS PHARMACEUTICALS CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-26372
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82-0429727
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification No.)
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11682 El Camino Real, Suite 300
San Diego, CA
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92130
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (858) 997-2400
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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock
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ADMP
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NASDAQ
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company 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 3.02
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Unregistered Sales of
Equity Securities
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The
information provided under Item 5.03 below concerning the filing by Adamis Pharmaceuticals Corporation (the
“Company”) of an amendment to the Company’s restated certificate of incorporation, and the information
provided under Items 1.01 and 3.02 of the Company’s Report on Form 8-K filed with the Securities and Exchange
Commission (the “Commission”) on June 16, 2020, concerning the issuance of 1,000,000 shares of Series B
Convertible Preferred Stock (the “Series B Preferred”) to Matrix Biomed, Inc. (“Matrix), is incorporated
herein by reference. As a result of the filing of such amendment, effective September 4, 2020, the 1,000,000 shares of Series
B Preferred previously issued to Matrix automatically converted into 1,000,000 shares of common stock of the Company. The
shares of Series B Preferred, and the shares of common stock issued upon conversion of the Series B Preferred, were issued in
a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and/or
Regulation D under the Securities Act. Matrix represented that it was an accredited investor, as defined in Rule 501 of
Regulation D, and that it was acquiring the securities for its own account, not as nominee or agent, and not with a view to
the resale or distribution of any part thereof in violation of the Act.
Item 3.03.
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Material Modification to Rights of Security Holders.
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The
information provided under Item 5.03 below with respect to the Company’s filing of a Certificate of Amendment of the Company’s
Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized
shares of the Company’s common stock from 100,000,000 to 200,000,000, is incorporated herein by reference.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
September 3, 2020, the Company filed a Certificate of Amendment of the Company’s Restated Certificate of Incorporation
with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s
common stock from 100,000,000 to 200,000,000 (the “Amendment”). The Company’s stockholders approved the
Amendment on September 3, 2020, which had previously been approved by the board of directors of the Company, at the
Company’s 2020 annual meeting of stockholders as described under Item 5.07 of the Company’s Report on Form 8-K
filed with the Commission on September 8, 2020.
Item 9.01
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Financial Statements and Exhibits
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SIGNATURES
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.
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ADAMIS
PHARMACEUTICALS CORPORATION
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Dated: September
8, 2020
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By:
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/s/
Robert O. Hopkins
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Name: Robert
O. Hopkins
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Title: Chief
Financial Officer
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