UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ADMA BIOLOGICS,
INC.
(Exact name of registrant as specified in
its charter)
Delaware
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56-2590442
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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465 State Route 17
Ramsey, New Jersey
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07446
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Preferred Stock Purchase Rights
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Nasdaq Global Market
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If this form relates to the registration
of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or
(e), check the following box. ☒
If this form relates to the registration
of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or
(e), check the following box. ☐
If this form relates to the registration
of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering
statement file number to which this form relates: Not Applicable
Securities registered pursuant to Section 12(g) of the
Act: None.
Item 1. Description of Registrant’s Securities
to be Registered.
On December 16, 2020,
the Board of Directors (the “Board”) of ADMA Biologics, Inc., a Delaware corporation (the “Company”), approved
and adopted a Rights Agreement, dated as of December 16, 2020 (the “Rights Agreement”), by and between the Company
and Continental Stock Transfer and Trust Company, as rights agent. Pursuant to the Rights Agreement, the Board declared a dividend
of one preferred share purchase right (each, a “Right”) for each outstanding share of common stock, par value $0.0001,
of the Company (each, a “Common Share” and, collectively, the “Common Shares”). The Rights are distributable
to stockholders of record as of the close of business on December 30, 2020 (the “Record Date”). One Right also will
be issued together with each Common Share issued by the Company after December 30, 2020, but before the Distribution Date (as defined
below) (or the earlier redemption or expiration of the Rights) and, in certain circumstances, after the Distribution Date.
Generally, the Rights
Agreement works by causing substantial dilution to any person or group that acquires beneficial ownership of ten percent (10%)
or more of the Common Shares without the approval of the Board. As a result, the overall effect of the Rights Agreement and the
issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination
involving the Company that is not approved by the Board. The Rights Agreement is not intended to interfere with any merger, tender
or exchange offer or other business combination approved by the Board. The Rights Agreement also does not prevent the Board from
considering any offer that it considers to be in the best interest of its stockholders.
The following is a
summary description of the Rights and material terms and conditions of the Rights Agreement. This summary is intended to provide
a general description only, does not purport to be complete and is qualified in its entirety by reference to the complete text
of the Rights Agreement, a copy of which is filed as Exhibit 4.1 to this Registration Statement on Form 8-A and incorporated herein
by reference. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
The Rights
Subject to the terms,
provisions and conditions of the Rights Agreement, if the Rights become exercisable, each Right would initially represent the right
to purchase from the Company one one-thousandth of a share of a newly-designated series of preferred stock, Series A Junior Participating
Preferred Stock, par value $0.0001 per share, of the Company (each, a “Series A Preferred Share” and, collectively,
the “Series A Preferred Shares”), at an exercise price of $12.50 per one one-thousandth of a Series A Preferred
Share, subject to adjustment (the “Exercise Price”). If issued, each one one-thousandth of a Series A Preferred Share
would give the stockholder approximately the same dividend, voting and liquidation rights as does one Common Share. However, prior
to exercise, a Right does not give its holder any rights as a stockholder of the Company, including, without limitation, any dividend,
voting or liquidation rights. A copy of the Certificate of Designation of Series A Junior Participating Preferred Stock that the
Company intends to file with the Secretary of State of the State of Delaware on December 16, 2020 to designate the Series A Preferred
Shares is filed as Exhibit 4.2 to this Registration Statement on Form 8-A and is incorporated herein by reference.
Initial Exercisability
Initially, the Rights
will not be exercisable, certificates will not be sent to stockholders and the Rights will automatically trade with the Common
Shares. Until the Rights separate from the Common Shares and become exercisable (or the earlier redemption or expiration of the
Rights), the Rights will be evidenced by Common Share certificates, Rights relating to any uncertificated Common Shares that are
registered in book entry form will be represented by a notation in book entry on the records of the Company, and the surrender
for transfer of any Common Shares will also constitute the transfer of the associated Rights.
Subject to certain
exceptions specified in the Rights Agreement, the Rights will separate from the Common Shares and become exercisable following the
earlier to occur of the tenth (10th) business day (or such later date as may be determined by the Board) after (i) the day on which
a public announcement or filing with the Securities and Exchange Commission (the “SEC”) is made indicating that a person
has become an Acquiring Person (as defined below) or that discloses information that reveals the existence of an Acquiring Person
(the “Shares Acquisition Date”), or (ii) the commencement by any person (other than certain exempted persons) of, or
the first public announcement of the intent of any person (other than certain exempted persons) to commence, a tender or exchange
offer by or on behalf of a person, the successful consummation of which would result in any person (other than certain exempted
persons) becoming an Acquiring Person, irrespective of whether any shares are actually purchased or exchanged pursuant to such
offer (the earlier of these dates is called the “Distribution Date”).
After the Distribution
Date, separate rights certificates will be issued and the Rights may be transferred other than in connection with the transfer
of the underlying Common Shares unless and until the Board has determined to effect an exchange pursuant to the Rights Agreement
(as described below).
Acquiring Person
Under the Rights Agreement,
an Acquiring Person is any person who or that, together with all Affiliates and Associates (as defined in the Rights Agreement)
of such person, from and after the first public announcement by the Company of the adoption of the Rights Agreement, is or becomes
the beneficial owner of ten percent (10%) or more of the Common Shares outstanding, subject to various exceptions. For purposes
of the Rights Agreement, beneficial ownership is defined to include the ownership of derivative securities.
The Rights Agreement
provides that an Acquiring Person does not include the Company, any subsidiary of the Company, any employee benefit plan of the
Company or any subsidiary of the Company, or any person organized, appointed, or established to hold Common Shares pursuant to
any employee benefit plan of the Company or for the purpose of funding any such plan.
The Rights Agreement
also provides that the following persons shall not be deemed an Acquiring Person thereunder: (i) any person who becomes the beneficial
owner of ten percent (10%) or more of the shares of Common Stock of the Company then outstanding solely as a result of the initial
grant or vesting of any options, warrants, rights or similar interests (including restricted shares and restricted stock units)
by the Company to its directors, officers and employees pursuant to any employee benefit or stock ownership plan of the Company,
or the acquisition of shares of Common Stock of the Company upon the exercise or conversion of any such securities so granted;
(ii) any person who as the result of an acquisition of shares of Common Stock by the Company (or any subsidiary of the Company,
or any person organized, appointed, established or holding shares of Common Stock of the Company for or pursuant to the terms of
any such plan) that, by reducing the number of shares of Common Stock of the Company outstanding, increases the proportionate number
of shares of Common Stock of the Company beneficially owned by such person to ten percent (10%) or more of the Common Shares then
outstanding; (iii) any person who or that became the beneficial owner of ten percent (10%) or more of the Common Shares then outstanding
as a result of the acquisition of Common Shares directly from the Company; or (iv) any person who or that would otherwise be an
Acquiring Person who or that the Board determines had become such inadvertently (including, without limitation, because (A) such
person was unaware that it beneficially owned a percentage of the Common Shares that would otherwise cause such person to be an
“Acquiring Person,” or (B) such person was aware of the extent of its beneficial ownership of Common Shares but had
no actual knowledge of the consequences of such beneficial ownership under the Rights Agreement), and who or that thereafter within
five (5) business days of being requested by the Company, reduces such person’s beneficial ownership to less than ten percent
(10%) of the Common Shares then outstanding.
“Grandfathering” of Existing
Holders
The Rights Agreement
also provides that any person who beneficially owned ten percent (10%) or more of the Common Shares immediately prior to the first
public announcement by the Company of the adoption of the Rights Agreement (each a “Grandfathered Person”), shall not
be deemed to be an “Acquiring Person” for purposes of the Rights Agreement unless and until a Grandfathered Person
becomes the beneficial owner of one or more additional Common Shares after the first public announcement by the Company of the
adoption of the Rights Agreement (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding
Common Shares, pursuant to a split, reclassification or subdivision of the outstanding Common Shares or pursuant to the acquisition
of beneficial ownership of Common Shares upon the vesting or exercise of any option, warrants or other rights, or upon the initial
grant or vesting of restricted stock, granted or issued by the Company to its directors, officers and employees, pursuant to a
compensation or benefits plan or arrangement adopted by the Board). However, if upon acquiring beneficial ownership of one or more
additional Common Shares at any time after the first public announcement by the Company of the adoption of the Rights Agreement,
the Grandfathered Person does not, at such time, beneficially own ten percent (10%) or more of the Common Shares then outstanding,
the Grandfathered Person will not be treated as an “Acquiring Person” for purposes of the Rights Agreement.
Flip-In Trigger
If a person becomes
an Acquiring Person, then, following the occurrence of the Distribution Date and subject to the terms, provisions and conditions
of the Rights Agreement, each Right will entitle the holder thereof to purchase from the Company, upon payment of the Exercise
Price, in lieu of a number of one one-thousandths of a Series A Preferred Share, a number of Common Shares (or, in certain circumstances,
cash, property or other securities of the Company) having a then-current market value of twice the Exercise Price. However, the
Rights are not exercisable until such time as the Rights are no longer redeemable by the Company, as further described below.
Following the occurrence
of an event set forth in the preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement,
were beneficially owned by an Acquiring Person or certain of its transferees will become null and void and nontransferable.
Flip-Over Trigger
If, after an Acquiring
Person obtains beneficial ownership of ten percent (10%) or more of the Common Shares, (i) the Company merges into another
entity, (ii) an acquiring entity merges into the Company, or (iii) the Company sells or transfers more than fifty percent (50%)
of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above)
will entitle the holder thereof to purchase, upon payment of the Exercise Price, in accordance with the terms of the Rights Agreement,
a number of shares of common stock of the person engaging in the transaction having a then-current market value of twice the Exercise
Price.
Redemption of the Rights
At any time until the
close of business on the tenth (10th) business day after the Shares Acquisition Date (or, if the tenth (10th) business day after
the Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date), or thereafter under certain
circumstances, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the “Redemption
Price”). The Redemption Price may be paid in cash, Common Shares or other forms of consideration, as determined by the Board,
in the exercise of its sole discretion. The redemption of the Rights may be made effective at such time, on such basis and subject
to such conditions as the Board in its sole discretion may establish. Immediately upon any redemption of the Rights, the right
to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price without
any interest thereon.
Exchange of the Rights
At any time after any
person (other than certain exempted persons and Grandfathered Persons) becomes an Acquiring Person, and prior to the acquisition
by any person of beneficial ownership of fifty percent (50%) or more of the Common Shares, the Board may, at its option, cause
the Company to exchange all or part of the then outstanding and exercisable Rights (other than Rights held by the Acquiring Person
or any Affiliate or Associate thereof, which would have become null and void and nontransferable in accordance with the terms of
the Rights Agreement), in whole or in part, for Common Shares at an exchange ratio (subject to adjustment) of one Common Share
for each Right.
In any exchange of
the Rights pursuant to the Rights Agreement, the Company, at its option, may, and to the extent there are an insufficient number
of authorized Common Shares not reserved for any other purpose to exchange for all of the outstanding Rights, shall, substitute
preferred stock or other securities of the Company for some or all of the Common Shares exchangeable for Rights such that the aggregate
value received by a holder of Rights in exchange for each Right is substantially the same value as one Common Share. The exchange
of the Rights by the Board may be made effective at such time, on such basis, and subject to such conditions as the Board in its
sole discretion may establish. Immediately upon the action of the Board authorizing the exchange of the Rights, the right to exercise
the Rights will terminate, and the only right of the holders of Rights will be to receive the Common Shares or other consideration
issuable in connection with the exchange.
Expiration of the Rights
The Rights and the
Rights Agreement will expire upon the earliest to occur of (i) the date on which all of the Rights are redeemed, (ii) the date
on which the Rights are exchanged, and (iii) the close of business on December 15, 2021.
Amendment of Rights Agreement
Except as otherwise
provided in the Rights Agreement, the Company, by action of the Board, may from time to time, in its sole and absolute discretion,
supplement or amend any provision of the Rights Agreement in any respect without the approval of any holders of Rights, including,
without limitation, in order to (i) cure any ambiguity in the Rights Agreement, (ii) correct or supplement any provision
contained in the Rights Agreement that may be defective or inconsistent with any other provisions contained therein, (iii) shorten
or lengthen any time period in the Rights Agreement, or (iv) otherwise change, amend, or supplement any provisions in the
Rights Agreement in any manner that the Company may deem necessary or desirable; provided, however, that from and after
such time as any person becomes an Acquiring Person, the Rights Agreement may not be supplemented or amended in any manner that
would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to the
Rights Agreement) as such or cause the Rights Agreement to become amendable other than in accordance with the terms of the Rights
Agreement. Without limiting the foregoing, the Company, by action of the Board, may at any time before any person becomes an Acquiring
Person amend the Rights Agreement to make the provisions of the Rights Agreement inapplicable to a particular transaction by which
a person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of the Rights Agreement as they
may apply with respect to any such transaction.
Rights of Holders
Until a Right is exercised,
a Right does not give its holder any rights as a stockholder of the Company, including, without limitation, any dividend, voting
or liquidation rights.
Anti-Dilution Provisions
The Board may adjust
the Exercise Price, the number of Series A Preferred Shares issuable and the number of outstanding Rights to prevent dilution that
may occur from a stock dividend, a stock split or a reclassification of the Series A Preferred Shares or Common Shares.
With certain exceptions,
no adjustments to the Exercise Price will be made until the cumulative adjustments amount to at least one percent (1%) of the Exercise
Price. No fractional Series A Preferred Shares will be issued other than fractions that are integral multiples of one one-thousandth
of a share and, in lieu thereof, an adjustment in cash will be made based on the current market price of the Series A Preferred
Shares.
Tax Consequences
The adoption of the
Rights Agreement and the subsequent distribution of the Rights to stockholders should not be a taxable event for the Company or
its stockholders under presently existing U.S. federal income tax laws. However, if the Rights become exercisable or if the Rights
are redeemed, stockholders may recognize taxable income, depending on the circumstances then existing.
Accounting Treatment
The distribution of
the Rights as a dividend to the Company’s stockholders is not expected to have any financial accounting or reporting impact.
The fair value of the Rights is expected to be zero when they are distributed because the Rights will be “out of the money”
when distributed and no value should be attributable to them. Additionally, the Rights do not meet the definition of a liability
under generally accepted accounting principles in the United States and are therefore not accounted for as a long-term obligation.
Authority of the Board
When evaluating decisions
relating to the redemption of the Rights or any amendment to the Rights Agreement to delay or prevent the Rights from detaching
and becoming exercisable as a result of a particular transaction, pursuant to the Rights Agreement, the Board, or any future board
of directors, would not be subject to restrictions such as those commonly known as “dead-hand,” “slow-hand,”
“no-hand,” or similar provisions.
Certain Anti-Takeover Effects
The Rights are not
intended to prevent a takeover of the Company and should not interfere with any merger or other business combination approved by
the Board. However, the Rights may cause substantial dilution to a person or group that acquires beneficial ownership of ten percent
(10%) or more of the issued and outstanding Common Shares (which includes for this purpose stock referenced in derivative transactions
and securities) without the approval of the Board.
SEC Registration
Since the Rights are
not exercisable immediately, registration with the SEC of the Series A Preferred Shares issuable upon exercise of the Rights is
not required until the Rights become exercisable.
Item 2. Exhibits.
See the Exhibit Index below, which is incorporated
by reference herein.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
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ADMA BIOLOGICS, INC.
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Date: December 16, 2020
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By:
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/s/ Adam S. Grossman
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Adam S. Grossman
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President and Chief Executive Officer
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