Filed Pursuant to Rule 424(b)(5)
Registration No. 333-234107
Prospectus Supplement
(To prospectus dated October 15, 2019)
Up to $35,412,500
Common Stock
We
have entered into an amendment (the “Amendment”) dated February 3, 2021 to the Open Market Sale AgreementSM,
dated August 5, 2020 (the “Original Sale Agreement”), as amended by Amendment No. 1 to the Open Market Sale AgreementSM,
dated November 5, 2020 (“Amendment No. 1” and together with the Original Sale Agreement and the Amendment, the “Sale
Agreement”), with Jefferies LLC (“Jefferies”), relating to the sale of shares of our common stock, par value
$0.0001 per share (the “common stock”), to increase the maximum aggregate offering price of the shares of common stock
that we may issue and sell from time to time under the Sale Agreement from $70,000,000 to $105,412,500. This prospectus supplement
only relates to the $35,412,500 of additional shares of common stock that we may issue and sell from time to time under the Sale
Agreement as a result of this increase. As of the date of this prospectus supplement, we have offered and sold shares of our common
stock having an aggregate market value of $63,597,222 under the Sale Agreement.
Sales of our common stock, if any, under
this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at the market offerings”
as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made
directly on or through the Nasdaq Global Market or any other existing trading market for our common stock. Jefferies is not required
to sell any specific amount, but will act as our sales agent using commercially reasonable efforts, consistent with its normal
trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Jefferies will be entitled to compensation
at a commission rate of up to 3.0% of the gross sales price per share of common stock sold under the Sale Agreement. See “Plan
of Distribution” beginning on page S-14 for additional information regarding the compensation to be paid to Jefferies. In
connection with the sale of the common stock on our behalf, Jefferies will be deemed to be an “underwriter” within
the meaning of the Securities Act and the compensation of Jefferies will be deemed to be underwriting commissions or discounts.
We also have agreed to provide indemnification and contribution to Jefferies with respect to certain liabilities, including liabilities
under the Securities Act.
Our
common stock is listed on the Nasdaq Global Market under the trading symbol “ADMA.” On February 1, 2021, the last reported
sale price of our common stock on the Nasdaq Global Market was $2.45 per share.
Investing in our common stock
involves risks. See “Risk Factors” beginning on page S-9 of this prospectus supplement.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Jefferies
The date of this
prospectus supplement is February 3, 2021.
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
For further information regarding us and
our financial information, you should refer to our recent filings with the Securities and Exchange Commission (the “SEC”).
See the sections titled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”
You should rely only on the information
contained or incorporated by reference in this prospectus supplement or the accompanying prospectus. Neither we nor Jefferies have
authorized anyone to provide you with information different from that contained in or incorporated by reference into this prospectus
supplement or the accompanying prospectus. We are offering to sell, and seeking offers to buy, common stock only in jurisdictions
where offers and sales are permitted. The information contained in this prospectus supplement and the accompanying prospectus is
accurate only as of the dates of this prospectus supplement and the accompanying prospectus, regardless of the time of delivery
of this prospectus supplement and the accompanying prospectus or of any sale of our common stock.
No action is being taken in any jurisdiction
outside the United States to permit a public offering of the common stock or possession or distribution of this prospectus supplement
or the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the accompanying
prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as
to this offering and the distribution of this prospectus supplement and the accompanying prospectus applicable to that jurisdiction.
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
prospectus are part of a “shelf” registration statement on Form S-3 (File No. 333-234107) that we initially filed with
the SEC on October 4, 2019, and that was declared effective by the SEC on October 15, 2019. This document is in two parts. The
first part is this prospectus supplement describes the terms of this offering of our common stock and adds to and updates the information
contained in the accompanying prospectus. The second part, the accompanying prospectus, provides more general information, some
of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document
combined. To the extent there is a conflict between the information contained in this prospectus supplement and the information
contained in the accompanying prospectus, you should rely on the information in this prospectus supplement.
This prospectus supplement and the accompanying
prospectus relate to the offering of shares of our common stock. Before buying any of the shares of common stock offered hereby,
we urge you to read carefully this prospectus supplement and the accompanying prospectus, together with the information incorporated
herein by reference as described below under the heading “Incorporation of Certain Documents by Reference.” This prospectus
supplement contains information about the common stock offered hereby and may add to, update or change information in the accompanying
prospectus.
You should rely only on the information
contained in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus. We have not, and Jefferies
has not, authorized anyone to provide you with different or additional information.
We are not making offers to sell or solicitations
to buy our common stock in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that
offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should
assume that the information in this prospectus supplement and the accompanying prospectus is accurate only as of the dates on the
front of the respective documents and that any information that we have incorporated by reference is accurate only as of the date
of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement or the accompanying
prospectus or the time of any sale of a security.
This prospectus supplement and the accompanying
prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to
the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies
of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits
to the registration statement, and you may obtain copies of those documents as described below under the section titled “Where
You Can Find More Information.”
We further note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference
herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating
risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover,
such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties
and covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus supplement and the accompanying
prospectus contain and incorporate by reference market data and industry statistics and forecasts that are based on independent
industry publications and other publicly-available information. Although we believe these sources are reliable, we do not guarantee
the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware
of any misstatements regarding the market and industry data presented in this prospectus supplement, accompanying prospectus or
the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based
on various factors, including those discussed under the section titled “Risk Factors” in this prospectus supplement
and the accompanying prospectus, and under similar headings in the other documents that are incorporated herein by reference. Accordingly,
investors should not place undue reliance on this information.
ADMA’s name and logo are either registered
trademarks or trademarks of ADMA Biologics, Inc. in the United States and/or other countries. All other trademarks, service marks
or other tradenames appearing in this prospectus supplement and the accompanying prospectus are the property of their respective
owners. Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement and the
accompanying prospectus to the “Company,” “ADMA,” “we,” “us,” “our”
or similar references mean ADMA Biologics, Inc., a Delaware corporation, and its wholly owned subsidiaries, ADMA Plasma Biologics,
Inc., a Delaware corporation (“ADMA Plasma Biologics”), ADMA BioCenters Georgia, Inc., a Delaware corporation (“ADMA
BioCenters”), and ADMA BioManufacturing, LLC, a Delaware limited liability company (“ADMA BioManufacturing”).
This prospectus supplement includes our
trademarks, trade names and service marks, such as “BIVIGAM®,” “ASCENIVTM” and “Nabi-HB®,”
which are protected under applicable intellectual property laws and are the property of ADMA Biologics, Inc., or its subsidiaries.
Solely for convenience, trademarks, trade names and service marks referred to in this prospectus supplement may appear without
the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not
assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade
names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to
imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these
other parties.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus supplement, the accompanying
prospectus, and the other documents we have filed with the SEC that are incorporated by reference herein contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and such forward-looking statements involve risks and uncertainties. These forward-looking
statements include, but are not limited to, statements about our plans, objectives, representations and contentions and are not
historical facts and typically are identified by use of terms such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “potential,” “project,” “continue,” “will,” or the negative
thereof, or other variations or comparable terminology, although some forward-looking statements are expressed differently. The
forward-looking statements included herein represent management’s current judgment and expectations, but our actual results,
events and performance could differ materially from those in the forward-looking statements. These statements include statements
about:
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our intended use of the proceeds derived from this offering;
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our ability to manufacture BIVIGAM and ASCENIV on a commercial scale and commercialize these products
as a result of their approval by the U.S. Food and Drug Administration (the “FDA”) in 2019;
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our plans to develop, manufacture, market, launch and expand our commercial infrastructure and
commercialize our current and future products and the success of such efforts;
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the safety, efficacy and expected timing of and our ability to obtain and maintain regulatory approvals
for our current products and product candidates, and the labeling or nature of any such approvals;
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the achievement of or expected timing, progress and results of clinical development, clinical trials
and potential regulatory approvals for our product candidates;
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our dependence upon our third-party customers and vendors and their compliance with applicable
regulatory requirements;
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our belief that we have addressed the delays experienced with final drug product GMP release testing
by our third-party vendors by adding additional release testing laboratories to our FDA-approved consortium listed in our drug
approval documents;
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our ability to obtain adequate quantities of FDA-approved plasma with proper specifications;
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our plans to increase our supplies of source plasma, which include plasma collection center expansion
and reliance on third-party supply agreements as well as any extensions to such agreements;
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the potential indications for our products and product candidates;
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potential investigational new product applications;
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the acceptability of any of our products, including BIVIGAM, ASCENIV, and Nabi-HB, for any purpose,
including FDA-approved indications, by physicians, patients or payers;
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our plans to evaluate the clinical and regulatory paths to grow the ASCENIV franchise through expanded
FDA-approved uses;
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federal, state and local regulatory and business review processes and timing by such governmental
and regulatory agencies of our business and regulatory submissions;
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concurrence by the FDA with our conclusions concerning our products and product candidates;
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the comparability of results of our hyperimmune and immune globulin products to other comparably
run hyperimmune and immune globulin clinical trials;
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the potential for BIVIGAM and ASCENIV to provide meaningful clinical improvement for patients living
with Primary Immune Deficiency Disease, Primary Humoral Immunodeficiency Disease or other immune deficiencies or any other condition
for which the products may be prescribed or evaluated;
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our ability to market and promote Nabi-HB in a highly competitive environment with increasing competition
from other antiviral therapies and to generate meaningful revenues from this product;
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our intellectual property position and the defense thereof, including our expectations regarding
the scope of patent protection with respect to ASCENIV or other future pipeline product candidates;
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our manufacturing capabilities, third-party contractor capabilities and vertical integration strategy;
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our plans related to the expansion of our manufacturing capacity, yield improvements, supply chain
robustness, distribution and other collaborative agreements and the success of such endeavors;
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our estimates regarding revenues, expenses, capital requirements, timing to profitability and the
need for and availability of additional financing;
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possible or likely reimbursement levels for our currently marketed products;
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estimates regarding market size, projected growth and sales of our existing products as well as
our expectations of market acceptance of BIVIGAM and ASCENIV;
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effects of the coronavirus COVID-19 pandemic on our business, financial condition, liquidity and
results of operations, and our ability to continue operations in the same manner as previously conducted prior to the macroeconomic
effects of the COVID-19 pandemic;
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future domestic and global economic conditions or performance; and
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expectations for future capital requirements.
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Forward-looking statements involve risks
and uncertainties that could cause actual results or outcomes to differ materially from those expressed therein. We express our
estimates, expectations, beliefs, and projections in good faith and believe them to have a reasonable basis. However, we make no
assurances that management’s estimates, expectations, beliefs, or projections will be achieved or accomplished. Important
factors that could cause actual results to differ materially from those discussed in our forward-looking statements are discussed
in “Risk Factors,” beginning on page S-9 of this prospectus supplement; Part I, Item 1A. Risk Factors of our Form 10-K
for the year ended December 31, 2019 (the “2019 10-K”); Part II, Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations of our 2019 10-K; Part II, Item 1A. Risk Factors of our Form 10-Q for the quarter
ended September 30, 2020; and other parts of this prospectus.
Any forward-looking statement speaks only
as to the date on which that statement is made. We assume no obligation to update any forward-looking statements to reflect events
or circumstances after the date of this prospectus supplement, except as may otherwise be required by the federal securities laws.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain information
about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus supplement
and the accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider
before deciding whether to invest in our common stock. For a more complete understanding of our company and this offering, we encourage
you to read and consider carefully the more detailed information in this prospectus supplement and the accompanying prospectus,
including the information incorporated by reference in this prospectus supplement and the accompanying prospectus, including the
information under the section titled “Risk Factors” in this prospectus supplement beginning on page S-9 and in
the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.
Our Business
We are an end-to-end commercial biopharmaceutical
and specialty immunoglobulin company dedicated to manufacturing, marketing and developing specialty plasma-derived biologics for
the treatment of immunodeficient patients at risk for infection and others at risk for certain infectious diseases. Our targeted
patient populations include immune-compromised individuals who suffer from an underlying immune deficiency disorder or who may
be immune-suppressed for medical reasons.
We currently have three products with FDA
approval, all of which are currently marketed and commercially available: (i) BIVIGAM (Immune Globulin Intravenous, Human), an
Intravenous Immune Globulin (“IVIG”) product indicated for the treatment of Primary Humoral Immunodeficiency (“PI”),
also known as Primary Immunodeficiency Disease (“PIDD”), and for which we received FDA approval on May 9, 2019 for
the commercial re-launch of the product and commenced the re-launch in August 2019; (ii) ASCENIV (Immune Globulin Intravenous,
Human – slra 10% Liquid), previously referred to as RI-002, an IVIG product indicated for the treatment of PI, for which
we received FDA approval on April 1, 2019 and commenced first commercial sales in October 2019; and (iii) Nabi-HB (Hepatitis B
Immune Globulin, Human), which is indicated for the treatment of acute exposure to blood containing Hepatitis B surface antigen
(“HBsAg”) and other listed exposures to Hepatitis B. We seek to develop a pipeline of plasma-derived therapeutics,
including a product based on our most recently approved patent application under U.S. Patent No. 10,259,865 related to methods
of treatment and prevention of S. pneumonia infection for an immunoglobulin manufactured to contain standardized antibodies to
numerous serotypes of S. pneumonia.
We manufacture our products at an FDA-licensed,
400,000-liter annual capacity plasma fractionation and purification facility located in Boca Raton, Florida (the “Boca Facility”).
Based on current production yields, we believe this facility has the potential to produce quantities of our immune globulin (“IG”)
products capable of generating more than $250 million in annual revenue as we ramp-up production over the next three to five years.
Our products and product candidates are intended to be used by physician specialists focused on caring for immune-compromised patients
with or at risk for certain infectious diseases.
Through our ADMA BioCenters subsidiary,
we currently operate as an FDA-approved source plasma collection organization and have several facilities located in the U.S. This
business unit, which we refer to as our Plasma Collection Centers business segment, provides us with a portion of our blood plasma
for the manufacture of our products and product candidates, and also allows us to sell certain quantities of source plasma to others
for further manufacturing. As a part of our planned supply chain robustness initiative, we opened a new plasma collection center
on June 30, 2020 for which an FDA license is currently pending, and we now have six plasma collection centers in various stages
of approval and development, including two that are fully operational and collecting plasma. After giving effect to the year-to-date
progress with our plasma collection network expansion, we believe we remain on track to achieve our previously stated objective
of opening five to 10 plasma collection centers in the U.S. during the next three to five years. A typical plasma collection center,
such as those operated by ADMA BioCenters, can collect approximately 30,000 to 50,000 liters of source plasma annually, which
may be sold for different prices depending upon the type of plasma, quantity of purchase and market conditions at the time of sale.
Plasma collected from ADMA BioCenters’ facilities that is not used to manufacture our products or product candidates is sold
to third-party customers in the U.S. and in other locations outside the U.S. where we are approved under supply agreements
or in the open “spot” market.
We also sell plasma-derived intermediate
fractions to certain customers, which are generated as part of our FDA-approved manufacturing process for IG and IVIG products.
In January 2020, we announced our entry into a five-year manufacturing and supply agreement to produce and sell these intermediate
by-products, which are used as the starting raw material to produce other plasma-derived biologics. In addition, from time to time
we provide contract manufacturing and testing services for certain clients.
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Our Products
BIVIGAM
BIVIGAM is a plasma-derived IVIG that contains
a broad range of antibodies similar to those found in normal human plasma. These antibodies are directed against bacteria and viruses,
and help to protect PI patients against serious infections. BIVIGAM is a purified, sterile, ready-to-use preparation of concentrated
human Immunoglobulin G antibodies indicated for the treatment of PI, a group of genetic disorders. This includes, but is not limited
to, the humoral immune defect in common variable immunodeficiency, X-linked agammaglobulinemia, congenital agammaglobulinemia,
Wiskott-Aldrich syndrome and severe combined immunodeficiency. These PIs are a group of genetic disorders. Based on recent estimates,
these disorders are no longer considered to be very rare, with as many as one in every 1,200 people in the United States having
some form of PI. BPC Plasma, Inc. (formerly Biotest Pharmaceuticals Corporation) had originally received FDA approval for BIVIGAM
on December 19, 2012, prior to our acquisition of the Boca Facility and related assets on June 6, 2017, and product sales had commenced
in the first quarter of 2013. On May 9, 2019, the FDA approved the Prior Approval Supplement (the “PAS”) for the use
of our IVIG manufacturing process, thereby enabling us to re-launch and commercialize this product in the United States. We resumed
production of BIVIGAM during the fourth quarter of 2017 and commercial production is ongoing, using our FDA-approved IVIG manufacturing
process under U.S. Department of Health and Human Services (“HHS”) License No. 2019. The commercial re-launch and first
commercial sales for this product commenced in August of 2019.
ASCENIV
ASCENIV is a plasma-derived IVIG that contains
naturally occurring polyclonal antibodies, which are proteins that are used by the body’s immune system to neutralize microbes,
such as bacteria and viruses and prevent against infection and disease. We manufacture ASCENIV under HHS License No. 2019 using
a process known as fractionation. As part of our proprietary manufacturing process for ASCENIV, we leverage our unique, patented
plasma donor screening methodology and tailored plasma pooling design, which blends normal source plasma and plasma from donors
tested to have high levels of neutralizing antibody titers to respiratory syncytial virus (“RSV”) using our proprietary
microneutralization testing assay. We are able to identify the high titer or “hyperimmune” plasma that meets our internal
and required specifications for ASCENIV with our patented testing methods and assay. This type of high titer plasma is typically
found in less than 10% of the total donor collection samples we test.
ASCENIV is approved for the treatment
of PIDD, a class of inherited genetic disorders that causes a deficient or absent immune system in adults and adolescents (12
to 17 years of age). ASCENIV has been issued a permanent, product-specific J-code by the Centers for Medicare and Medicaid Services.
Under the Healthcare Common Procedure Coding System, the J-Code (J1554) will become effective April 1, 2021 and will replace the
currently issued C-code for ASCENIV (C9072, which can continue to be utilized in the interim for reimbursement purposes). Permanent
J-codes are used by commercial insurers and government payers to standardize claims submissions and reimbursements for medications,
such as ASCENIV, that are administered by a healthcare professional in an outpatient setting. While not a guarantee of payment,
these codes enable timely claims adjudication and processing, and consequently facilitate a simplified pathway to prescription,
administration and ultimately patient utilization. Our pivotal Phase 3 clinical trial in 59 PIDD patients met the primary endpoint
of no Serious Bacterial Infections reported during 12 months of treatment. Secondary efficacy endpoints further demonstrated the
benefits of ASCENIV in the low incidence of infection, therapeutic antibiotic use, days missed from work/school/daycare and unscheduled
medical visits and hospitalizations. We believe this clinical data together with the FDA approval for the treatment of PIDD better
positions ADMA to further evaluate ASCENIV in immune-compromised patients infected with or at-risk for RSV infection. We plan
to work with the FDA and the immunology and infectious disease community to design a clinical trial to evaluate the use of ASCENIV
in this patient population in the near future. Commercial sales of ASCENIV commenced in October of 2019.
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Nabi-HB
Nabi-HB is a hyperimmune globulin that is rich in antibodies to the Hepatitis B virus. Nabi-HB is a purified human polyclonal
antibody product collected from plasma donors who have been previously vaccinated with a Hepatitis B vaccine. Nabi-HB is indicated for
the treatment of acute exposure to blood containing HBsAg, prenatal exposure of infants born to HBsAg-positive mothers, sexual exposure
to HBsAg-positive persons and household exposure to persons with acute Hepatitis B virus infection in specific, listed settings. Hepatitis
B is a potentially life-threatening liver infection caused by the Hepatitis B virus. It is a major global health problem. It can cause
chronic infection and puts people at high risk of death from cirrhosis and liver cancer. Nabi-HB has a well-documented record of long-term
safety and effectiveness since its initial market introduction. The FDA approved Nabi-HB on March 24, 1999. Production of Nabi-HB at the
Boca Facility has continued under our leadership since the third quarter of 2017. In early 2018, we received authorization from the FDA
for the release of our first commercial batch of Nabi-HB for commercial distribution in the U.S. and we continue to manufacture Nabi-HB
under HHS License No. 2019.
Certain Preliminary Financial Results
as of December 31, 2020
Based upon the Sale Agreement, our current projected revenue and expenditures, including capital expenditures and continued implementation of our commercialization, expansion activities and the proceeds from this offering, as well as certain other assumptions,
we currently believe that our cash, cash equivalents, projected revenue and accounts receivable will be
sufficient to fund our operations, as currently conducted, now into the fourth quarter of 2021. Our preliminary,
unaudited revenues for the fourth quarter 2020 and for the full year 2020, were $13.9 million and $42.2 million of revenues,
respectively. Additionally, as of December 31, 2020, our preliminary, unaudited cash and cash equivalents totaled $55.9
million. In order to have sufficient cash
to fund our operations thereafter, we anticipate we will need to raise additional capital before the end of the fourth
quarter of 2021. We have prepared these estimates on the basis of currently available information; however these estimates
are preliminary and are subject to completion of financial closing procedures that could result in changes to these amounts
and do not present all information necessary for an understanding of our results of operations for the fourth quarter or full
year 2020. These preliminary estimates have been prepared by, and are the responsibility of, our management. Our independent
registered public accounting firm, CohnReznick LLP, has not audited or reviewed, and does not express an opinion with respect
to, these estimates. Complete annual results will be included in our Annual Report on Form 10-K for the year ended December
31, 2020. Additionally, these estimates may change based upon several factors, including the success of our commercial sales
of our products, manufacturing ramp-up activities, the acceptability of our immune globulin products by physicians, patients
or payers and the various financing options that may be available to us. In addition, our end-to-end production cycle from
procurement of raw materials to commercial release of finished product can take between seven and 12 months or potentially
longer, requiring substantial investments in raw material plasma and other manufacturing materials. See the section titled
“Risk Factors” in this prospectus supplement and the accompanying prospectus, and under similar headings in the
other documents that are incorporated herein by reference.
Corporate Information
ADMA Biologics, Inc. was founded on June
24, 2004 as a New Jersey corporation and re-incorporated in Delaware on July 16, 2007. We operate through our wholly-owned subsidiaries
ADMA Plasma Biologics, ADMA BioManufacturing and ADMA BioCenters. ADMA BioManufacturing was formed in January 2017 to facilitate
the acquisition of BTBU. ADMA BioCenters is the Company’s source plasma collection business that operates in the U.S.
We maintain our headquarters at 465 State
Route 17, Ramsey, NJ 07446. Our telephone number is (201) 478-5552. Our Florida campus is located at 5800 Park of Commerce Boulevard,
Northwest, Boca Raton, FL 33487. The Florida telephone number is (561) 989-5800. We maintain a website at www.admabiologics.com;
however, the information on, or that can be accessed through, our website is not part of this prospectus supplement. This prospectus
supplement and all of our filings under the Exchange Act, including copies of Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports, are available free of charge through our website on
the date we file those materials with, or furnish them to, the SEC. Such filings are also available to the public on the SEC’s
website at www.sec.gov.
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THE OFFERING
Common stock offered by us:
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Shares of our common stock having an aggregate offering price of up to $35,412,500 pursuant to the Amendment.
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Common stock to be outstanding immediately after the offering:
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Up to 14,454,081 shares, assuming the sale of $35,412,500 of shares of our common stock in this offering at a price of $2.45 per share, which was the closing price of our common stock on the Nasdaq Global Market on February 1, 2021. The actual number of shares issued will vary depending on the sales price under this offering.
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Manner of offering:
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“At-the-market” offering that may be made from time to time through our sales agent, Jefferies LLC. See “Plan of Distribution” beginning on page S-14.
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Use of proceeds:
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We intend to use the net proceeds from this offering, if any, for general corporate purposes, which may include (i) the procurement of raw materials for the manufacturing of BIVIGAM and ASCENIV; (ii) the ongoing commercial sales of our IVIG products; (iii) expanding the manufacturing capacity of our Boca Facility, including supply chain functions, and enhancing the robustness of our supply chain operations; (iv) expanding our plasma collection facility network; and (v) research and development and business development opportunities. See “Use of Proceeds” on page S-11 for more information.
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Risk factors:
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Investing in our common stock involves significant risks. See “Risk Factors” beginning on page S-9, and under similar headings in other documents incorporated by reference into this prospectus supplement and the accompanying prospectus.
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Nasdaq Global Market symbol:
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“ADMA”
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The number of shares of our common stock
to be outstanding immediately after this offering is based on 89,616,176 shares of common stock outstanding as of September 30,
2020, and excludes:
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6,938,351 shares of common stock issuable upon the exercise of stock options outstanding as of
September 30, 2020, at a weighted-average exercise price of $4.41 per share, of which no shares of common stock were subsequently
issued upon the exercise of stock options after September 30, 2020;
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50,000 shares of common stock issuable upon the exercise of stock options granted after September
30, 2020, with a weighted-average exercise price of $2.20 per share;
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24,106,104 shares of common stock offered and sold under the Sale Agreement after September
30, 2020;
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331,000 shares of common stock issuable upon the vesting of restricted stock units;
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·
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2,138,160 shares of common stock issuable upon the exercise of warrants outstanding as of September
30, 2020, at a weighted-average exercise price of $3.81 per share; and
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·
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2,643,817 shares of common stock reserved for future awards under our equity incentive plans as
of September 30, 2020.
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Except as otherwise indicated, all information
in this prospectus supplement assumes no exercise of the outstanding options or warrants described above.
RISK FACTORS
Investing in our common stock involves
a high degree of risk. Before making an investment decision, you should carefully consider the risks described below and in the
accompanying prospectus, as well as other information we include or incorporate by reference in this prospectus. In particular,
you should carefully consider the information in Item 1A. “Risk Factors” as well as the factors listed under the heading
“Forward-Looking Information,” in each case contained in our 2019 10-K and our Form 10-Q for the quarter ended September
30, 2020, which are incorporated by reference in this prospectus. If any of these risks actually occur, our business, financial
condition and results of operations could be affected negatively. In that event, the trading price of our common stock could decline
and you could lose all or part of your investment. Additional risks and uncertainties that are not yet identified or that we do
not believe are material may also affect our business, operating results and financial condition and could result in a complete
loss of your investment.
Risks Relating to this Offering
Our management will have broad discretion
to use the net proceeds from this offering, and our investment of these proceeds pending any such use may not yield a favorable
return.
Our management will have broad discretion
as to the use of the net proceeds from this offering by us and could use them for purposes other than those contemplated at the
time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds,
and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.
It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for ADMA.
You may experience future dilution
as a result of future issuances of common stock, including through equity offerings.
The shares sold in this offering, if any,
will be sold from time to time at various prices. However, we expect that the offering price of our common stock in this offering
will be substantially higher than the net tangible book value per share of our outstanding common stock. Therefore, if you purchase
shares of our common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value
per share after this offering. To the extent outstanding options are exercised, you will incur further dilution. Based on an assumed
public offering price of $2.45 per share, which was the last reported sale price of our common stock on the Nasdaq Global Market
on February 1, 2021, you will experience immediate dilution of $1.49 per share, representing the difference between our
as adjusted net tangible book value per share after giving effect to this offering and the assumed public offering price.
To raise additional capital, we may in
the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock
at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other
offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing
shares of our common stock or other securities in the future could have rights superior to existing stockholders. The prices per
share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future
transactions may be higher or lower than the price per share paid by investors in this offering.
Future issuances of common stock could
further depress the market for our common stock. We expect to continue to incur drug development and selling, general and administrative
costs, and to satisfy our funding requirements, we will need to sell additional equity securities, which may include sales of significant
amounts of common stock to strategic investors, and which common stock may be subject to registration rights. The sale or the proposed
sale of substantial amounts of our common stock or other equity securities in the public markets or in private transactions may
adversely affect the market price of our common stock and our stock price may decline substantially. Our stockholders may experience
substantial dilution and a reduction in the price that they are able to obtain upon sale of their shares. Also, new equity securities
issued may have greater rights, preferences or privileges than our existing common stock. In addition, we have a significant number
of shares of restricted stock, restricted stock units, and stock options outstanding. To the extent that outstanding stock options
have been or may be exercised or other shares issued, investors purchasing our common stock in this offering may experience further
dilution.
If we make one or more significant acquisitions
in which the consideration includes stock or other securities, our stockholders’ holdings may be significantly diluted. In
addition, stockholders’ holdings may also be diluted if we enter into arrangements with third parties permitting us to issue
shares of common stock in lieu of certain cash payments upon the achievement of milestones.
Sales of a significant number of
shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price
of our common stock.
Sales of a substantial number of shares
of our common stock in the public markets could depress the market price of our common stock, which could impair your ability to
sell any shares of common stock that you purchase in this offering at prices above the price you pay in this offering and impair
our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of
our common stock would have on the market price of our common stock.
We have never paid and do not intend
to pay cash dividends in the foreseeable future. As a result, capital appreciation, if any, will be your sole source of gain.
We have never paid cash dividends on any
of our capital stock and we currently intend to retain future earnings, if any, to fund the development and growth of our business.
In addition, the terms of existing and future debt agreements may preclude us from paying dividends. For example, the Perceptive
Credit Agreement prohibits us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your
sole source of gain for the foreseeable future.
USE OF PROCEEDS
Pursuant to the Amendment, we may issue
and sell shares of our common stock having aggregate sales proceeds of up to $35,412,500 from time to time. Because there is no
minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and
proceeds to us, if any, are not determinable at this time.
We currently intend to use the net proceeds from this offering,
if any, for general corporate purposes, which may include (i) the procurement of raw materials for the manufacturing of BIVIGAM
and ASCENIV; (ii) the ongoing commercial sales of our IVIG products; (iii) expanding the manufacturing capacity of our Boca Facility,
including supply chain functions, and enhancing the robustness of our supply chain operations; (iv) expanding our plasma collection
facility network; and (v) research and development and business development opportunities.
The amounts and timing of our actual expenditures will depend
on numerous factors, including the progress of commercial sales of BIVIGAM and ASCENIV, expansion of our manufacturing capacity
and supply chain functions and any unforeseen cash needs. As a result, our management will have broad discretion in the application
of the net proceeds. Pending the uses described above, we may invest the net proceeds from this offering in investment-grade, interest-bearing
securities.
DIVIDEND POLICY
We have never declared or paid cash dividends
on our capital stock and our current debt agreements preclude us from paying dividends. We currently intend to retain our future
earnings, if any, for use in our business and therefore do not anticipate paying cash dividends in the foreseeable future. Payment
of future dividends, if any, will be at the discretion of our Board after taking into account various factors, including our financial
condition, operating results, current and anticipated cash needs and plans for expansion.
DILUTION
If you invest in our common stock in this
offering, your ownership interest will be diluted to the extent of the difference between the public offering price per share of
our common stock in this offering and the as adjusted net tangible book value per share of our common stock immediately after this
offering.
As of September 30, 2020, we had net tangible
book value of approximately $65.2 million, or approximately $0.73 per share, based on an aggregate of 89,616,176 shares of our
common stock outstanding as of that date. Historical net tangible book value per share represents the amount of total tangible
assets, less total liabilities, divided by the outstanding number of shares of our common stock. Dilution in net tangible book
value per share to new investors represents the difference between the amount per share paid by purchasers of shares of our common
stock in this offering and the net tangible book value per share of our common stock immediately afterwards.
Without taking into account any other
changes in net tangible book value after September 30, 2020, after giving effect to the assumed sale by us of shares of our common
stock pursuant to the Amendment in the aggregate amount of $35,412,500 at an assumed public offering price of $2.45 per share,
which was the last reported sale price of our common stock on the Nasdaq Global Market on February 1, 2021, and after deducting
offering commissions and estimated offering expenses payable by us, our as adjusted net tangible book value at September 30, 2020
would have been approximately $99.5 million, or approximately $0.96 per share. This represents an immediate increase in net tangible
book value of approximately $0.23 per share to existing stockholders and an immediate dilution in net tangible book value of $1.49
per share to investors in this offering. The following table illustrates this per share:
Assumed public offering price per share
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$
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2.45
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Historical net tangible book value per share as of September 30, 2020
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$
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0.73
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Increase in net tangible book value per share attributable to new investors
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$
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0.23
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As adjusted net tangible book value per share after this offering
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$
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0.96
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Dilution per share to new investors purchasing shares in this offering
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$
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1.49
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The number of shares of our common stock
to be outstanding immediately after this offering is based on 89,616,176 shares of common stock outstanding as of September 30,
2020, and excludes:
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·
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6,938,351 shares of common stock issuable upon the exercise of stock options outstanding as of
September 30, 2020, at a weighted-average exercise price of $4.41 per share, of which no shares of common stock were subsequently
issued upon the exercise of stock options after September 30, 2020;
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·
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24,106,104 shares of common stock offered and sold under the Sale Agreement after September
30, 2020;
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50,000 shares of common stock issuable upon the exercise of stock options granted after September
30, 2020, with a weighted-average exercise price of $2.20 per share;
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331,000 shares of common stock issuable upon the vesting of restricted stock units;
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·
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2,138,160 shares of common stock issuable upon the exercise of warrants outstanding as of September
30, 2020, at a weighted-average exercise price of $3.81 per share; and
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·
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2,643,817 shares of common stock reserved for future awards under our equity incentive plans as
of September 30, 2020.
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To the extent that any of these outstanding
options are exercised at prices per share below the public offering price per share in this offering or we issue additional shares
under our equity incentive plans at prices below the public offering price per share in this offering, there will be further dilution
to new investors.
In addition, we may choose to raise additional
capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future
operating plans. To the extent that any options or warrants are exercised, new options are issued under our equity incentive plans,
or we otherwise raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities
could result in further dilution to new investors.
PLAN OF DISTRIBUTION
We entered into that certain Open Market Sale AgreementSM
on August 5, 2020 (the “Original Sale Agreement”), with Jefferies LLC (“Jefferies”), under which we could
offer and sell up to $50,000,000 of our shares of common stock from time to time through Jefferies acting as agent. We entered
into an amendment (“Amendment No. 1”) to the Original Sale Agreement on November 5, 2020 to increase the maximum aggregate
offering price of the shares of common stock that we may issue and sell from time to time pursuant thereto from $50,000,000 to
$70,000,000. On February 3, 2021, we entered into an amendment (the “Amendment” and together with the Original Sale
Agreement and Amendment No. 1, the “Sale Agreement”) to the Original Sale Agreement, as amended by Amendment No. 1,
to increase the maximum aggregate offering price of the shares of common stock that we may issue and sell from time to time under
the Sale Agreement from $70,000,000 to $105,412,500. Sales of our shares of common stock, if any, under this prospectus supplement
and the accompanying prospectus will be made by any method that is deemed to be an “at the market offering” as defined
in Rule 415(a)(4) under the Securities Act. As of the date of this prospectus supplement, we have offered and sold shares of our
common stock having an aggregate market value of $63,597,222 under the Sale Agreement.
We may offer and sell pursuant to the Amendment and this prospectus supplement additional shares of common stock having an aggregate
market value of $35,412,500.
Each time we wish to issue and sell our shares of common stock
under the Sale Agreement, we will notify Jefferies of the number of shares to be issued, the dates on which such sales are anticipated
to be made, any limitation on the number of shares to be sold in any one day and any minimum price below which sales may not be
made. Once we have instructed Jefferies, unless Jefferies declines to accept the terms of such notice, Jefferies has agreed to
use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount
specified on such terms. The obligations of Jefferies under the Sale Agreement to sell our shares of common stock are subject to
a number of conditions that we must meet.
The settlement of sales of shares between us and Jefferies is
generally anticipated to occur on the second trading day following the date on which the sale was made. Sales of our shares of
common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company
or by such other means as we and Jefferies may agree upon. There is no arrangement for funds to be received in an escrow, trust
or similar arrangement.
We will pay Jefferies a commission of up to 3.0% of the aggregate
gross proceeds we receive from each sale of shares of common stock. Because there is no minimum offering amount required as a condition
to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at
this time. In addition, we have agreed to reimburse Jefferies for the fees and disbursements of its counsel, payable upon execution
of the Original Sale Agreement, in an amount not to exceed $50,000 and have agreed to reimburse Jefferies for the fees and disbursements
of its counsel, payable upon execution of the Amendment in an amount not to exceed $50,000, in addition to certain ongoing disbursements
of its legal counsel. We estimate that the total expenses for the offering, excluding any commissions or expense reimbursement
payable to Jefferies under the terms of the Sale Agreement, will be approximately $50,000. The remaining sale proceeds, after deducting
any other transaction fees, will equal our net proceeds from the sale of such shares.
Jefferies will provide written confirmation to us before the
open on the Nasdaq Global Market on the day following each day on which our shares of common stock are sold by Jefferies under
the Sale Agreement. Each confirmation will include the number of shares sold on that day, the aggregate gross proceeds of such
sales and the proceeds to us.
In connection with the sale of our shares of common stock on
our behalf, Jefferies may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation
of Jefferies will be deemed to be underwriting commissions or discounts. We have agreed to indemnify Jefferies against certain
civil liabilities, including liabilities under the Securities Act. We have also agreed to contribute to payments Jefferies may
be required to make in respect of such liabilities.
The offering of our shares of common stock pursuant to the Sale
Agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject to the Sale Agreement and
(ii) the termination of the Sale Agreement as permitted therein. We and Jefferies may each terminate the Sale Agreement at any
time upon ten trading days’ prior notice.
This summary of the material provisions of the Sale Agreement
does not purport to be a complete statement of its terms and conditions. A copy of the Original Sale Agreement and of Amendment
No. 1 is filed as an exhibit to our Form 10-Q for the quarter ended June 30, 2020 and September 30, 2020, respectively, and a copy
of the Amendment is filed as an exhibit to a current report on Form 8-K, dated as of the date of this prospectus supplement, each
filed under the Exchange Act and incorporated by reference in this prospectus supplement.
Jefferies and its affiliates may in the future provide various
investment banking, commercial banking, financial advisory and other financial services for us and our affiliates, for which services
they may in the future receive customary fees. In the course of its business, Jefferies may actively trade our securities for its
own accounts or for the accounts of its respective customers, and, accordingly, Jefferies may at any time hold long or short positions
in such securities.
A prospectus supplement and the accompanying prospectus in electronic
format may be made available on a website maintained by Jefferies, and Jefferies may distribute the prospectus supplement and the
accompanying prospectus electronically.
LEGAL MATTERS
The validity of the common stock offered
by this prospectus supplement and the accompanying prospectus will be passed upon for us by Morgan, Lewis & Bockius LLP, Princeton,
New Jersey. Jefferies is being represented by Wilmer Cutler Pickering Hale and Dorr LLP, New York, New York.
EXPERTS
The consolidated financial statements incorporated
in this prospectus supplement by reference from the Company’s Annual Report on Form 10-K for the year ended December 31,
2019 and the effectiveness of our internal control over financial reporting as of December 31, 2019 have been audited by CohnReznick
LLP, an independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated
herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports
given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement
on Form S-3 with the SEC for the shares of common stock offered by this prospectus supplement and the accompanying prospectus.
This prospectus supplement and the accompanying prospectus, including the information incorporated by reference herein and therein,
do not include all of the information contained in the registration statement. You should refer to the registration statement and
its exhibits for additional information.
We file annual, quarterly and periodic
reports, proxy statements and other information with the SEC. Many of our SEC filings are available to the public from the SEC’s
website: www.sec.gov. We make available free of charge our annual, quarterly and current reports, proxy statements and other information
upon request. To request such materials, please contact us at the following address or telephone number: ADMA Biologics, Inc. 465
Route 17, Ramsey, New Jersey 07446, Attention: Brian Lenz, Executive Vice President and Chief Financial Officer, (201) 478-5552
. Exhibits to the documents will not be sent, unless those exhibits have specifically been incorporated by reference in this prospectus.
You may also obtain reports, statements or other information that we file with the SEC by accessing our website at www.admabiologics.com,
under the Investors tab, SEC Filings. Information contained in, or accessible through, our website does not constitute a part of
this prospectus or any accompanying prospectus supplement.
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with it, which means that we can disclose important information to you by referring
you to those documents. The information that is incorporated by reference is considered to be part of this prospectus, and the
information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference
into this prospectus the following documents:
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our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March
13, 2020, including the information specifically incorporated by reference therein from our definitive proxy statement for our
2020 annual meeting of stockholders;
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·
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our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2020, filed on May 6, 2020;
for the quarter ended June 30, 2020, filed on August 5, 2020; and for the quarter ended September 30, 2020, filed on November 5,
2020;
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our Current Reports on Form 8-K filed with the SEC on January 7, 2020, February 7, 2020, February
11, 2020 (both reports), February 24, 2020, March 5, 2020, March 20, 2020, April 3, 2020, April 21, 2020, April 28, 2020, May 1,
2020, May 21, 2020, May 27, 2020, June 18, 2020, July 6, 2020, September 3, 2020, December 9, 2020, December 16, 2020, January
4, 2021, January 26, 2021 and February 1, 2021 (provided that any portions of such reports that are deemed furnished and not filed
pursuant to instructions to Form 8-K shall not be incorporated by reference into this prospectus); and
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the description of our common stock set forth in our Registration Statement on Form 8-A12B filed
with the SEC on November 5, 2014 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the
purpose of updating such description, including Exhibit 4.7 to our Annual Report on Form 10-K for the fiscal year ended December
31, 2019, as filed with the SEC on March 13, 2020.
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All documents subsequently filed with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering shall be deemed
to be incorporated by reference into this prospectus. Any statement contained in any document incorporated by reference herein
will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus
or any additional prospectus supplements modifies or supersedes such statement. Any statement so modified or superseded will not
be deemed, except as so modified or superseded, to constitute a part of this prospectus.
PROSPECTUS
_______________
$200,000,000
Common Stock, Preferred Stock,
Debt Securities, Warrants and Units
_______________
We may offer from time
to time in one or more offerings up to an aggregate of $200,000,000 of the common stock, preferred stock, debt securities, warrants
or units described in this prospectus, separately or together in one or more combinations. The preferred stock, debt securities,
and warrants may be convertible into or exercisable or exchangeable for common stock or preferred stock or other securities, as
identified in the applicable prospectus supplement.
This prospectus provides
a general description of the securities we may offer. This prospectus will allow us to offer for sale securities over time. Each
time we sell securities, we will provide specific terms of the securities offered in the applicable prospectus supplement. We may
also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement
and any related free writing prospectus may add, update or change information contained in this prospectus. You should carefully
read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as the documents incorporated
by reference herein and therein, before you invest in any of our securities. This prospectus may not be used to sell the securities
unless accompanied by a prospectus supplement.
We may offer and sell
the securities through underwriters, dealers or agents, or directly to purchasers, or through a combination of these methods. See
“Plan of Distribution” beginning on page 14 of this prospectus.
Our common stock is
listed on the Nasdaq Capital Market under the symbol “ADMA.” On October 1, 2019, the last reported sale price of
our common stock was $4.45 per share.
Investing in our
securities involves risk. See “Risk Factors” on page 4 of this prospectus. You should carefully read this
prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as the documents incorporated
by reference herein and therein, before you invest in any of our securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
_______________
The date of this prospectus is October
15, 2019
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About
This Prospectus
This prospectus is
part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC” or the “Commission”)
using a “shelf” registration process under the Securities Act of 1933, as amended (the “Securities Act”).
Under this shelf registration process, we may offer and sell, from time to time, any combination of the securities described in
this prospectus in one or more offerings up to a total dollar amount of $200,000,000.
This prospectus provides
a general description of the securities we may offer. Each time we sell the securities, we will, to the extent required by law,
provide a prospectus supplement that will contain specific information about the terms of the offering. We may also authorize one
or more free writing prospectuses to be provided to you in connection with the offering. The prospectus supplement and any related
free writing prospectus may add, update or change information contained in this prospectus. This prospectus does not contain all
of the information included in the registration statement. For a more complete understanding of the offering of the securities,
you should refer to the registration statement, including its exhibits. You should carefully read this prospectus, the applicable
prospectus supplement, and any applicable free writing prospectus, as well as the information and documents incorporated herein
and therein by reference and the additional information under the heading “Where You Can Find More Information,” before
making an investment decision.
We have not authorized
any dealer, salesman or other person to give any information or to make any representation other than those contained in, or incorporated
by reference into, this prospectus and the applicable prospectus supplement, and any free writing prospectus we have authorized
for use in connection with a specific offering.
This prospectus and
any accompanying prospectus supplement to this prospectus do not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the registered securities to which they relate, nor do this prospectus or any accompanying prospectus
supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information
contained in this prospectus, any accompanying prospectus supplement and any applicable free writing prospectus is accurate on
any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference
is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any accompanying
prospectus supplement or any applicable free writing prospectus is delivered, or securities sold, on a later date.
This prospectus may
not be used by us to consummate sales of our securities unless it is accompanied by a prospectus supplement. To the extent there
are inconsistencies between any prospectus supplement, this prospectus and any documents incorporated by reference, the document
with the most recent date will control.
This prospectus includes
our trademarks, trade names and service marks, such as “ASCENIV™,” “Nabi-HB®” and
“BIVIGAM®,” which are protected under applicable intellectual property laws and are the property of
ADMA Biologics, Inc., or its subsidiaries. Solely for convenience, trademarks, trade names and service marks referred to in this
prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in
any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor
to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade
names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement
or sponsorship of us by, these other parties.
Unless the context
otherwise requires, references in this prospectus to “we,” “us,” “our,” the “Company,”
“ADMA Biologics” and “ADMA” refer to ADMA Biologics, Inc., a Delaware corporation, and its subsidiaries:
ADMA Plasma Biologics, Inc., a Delaware corporation (“ADMA Plasma”), ADMA Bio Centers Georgia Inc., a Delaware corporation
(“ADMA BioCenters”), and ADMA BioManufacturing, LLC, a Delaware limited liability company (“ADMA BioManufacturing”).
The
Company
Our Business
ADMA Biologics, Inc.
is a vertically integrated commercial biopharmaceutical and specialty immunoglobulin company that manufactures, markets and develops
specialty plasma-derived biologics for the treatment of immune deficiencies and the prevention and treatment of certain infectious
diseases. Our targeted patient populations include immune-compromised individuals who suffer from an underlying immune deficiency
disorder or who may be immune-suppressed for medical reasons.
We currently have three
products with United States Food and Drug Administration (the “FDA”) approvals: Nabi-HB (Hepatitis B Immune Globulin,
Human), which is currently marketed and commercially available and is indicated for the treatment of acute exposure to blood containing
Hepatitis B surface antigen (“HBsAg”), and other listed exposures to Hepatitis B; ASCENIV (Immune Globulin Intravenous,
Human – slra 10% Liquid), previously referred to as RI-002, an Intravenous Immune Globulin (“IVIG”) product for
the treatment of Primary Humoral Immunodeficiency Disease (“PIDD” or “PI”), for which we received FDA approval
on April 1, 2019 and anticipate having this product available for commercial launch in the second half of 2019; and BIVIGAM (Immune
Globulin Intravenous, Human), for which we submitted a Prior Approval Supplement (the “PAS”) to the FDA to amend the
approved Biologics License Application (“BLA”) to allow for the commercial re-launch of the product, which is indicated
for the treatment of primary humoral immunodeficiency. The PAS was approved on May 9, 2019, and the commercial relaunch and first
commercial sales of BIVIGAM were announced in August 2019. The raw material plasma we collect and procure to manufacture ASCENIV™
using our proprietary microneutralization assay contains plasma from donors with high titers to Respiratory Syncytical Virus. This
plasma amounts to less than ten percent of the total donor collections from each center. We seek to develop a pipeline of plasma-derived
therapeutics, including a product based on our most recently approved patent application under U.S. Patent No. 10,259,865 related
to methods of treatment and prevention of S. pneumonia infection for an immunoglobulin manufactured to contain standardized antibodies
to numerous serotypes of S. pneumonia. Our products and product candidates are intended to be used by physician specialists focused
on caring for immune-compromised patients with or at risk for certain infectious diseases.
Corporate Information
ADMA Biologics, Inc.
was founded on June 24, 2004 as a New Jersey corporation and re-incorporated in Delaware on July 16, 2007. We operate through our
wholly-owned subsidiaries ADMA BioManufacturing, ADMA Plasma Biologics and ADMA BioCenters. ADMA BioManufacturing was formed in
January 2017 to facilitate the acquisition (the “Biotest Transaction”) of certain assets of the Therapy Business Unit
of Biotest Pharmaceuticals Corporation (“BPC” and, together with Biotest AG, “Biotest”). ADMA BioCenters
is the Company’s source plasma collection business, which operates in the United States. Each operational biocenter, once
approved, will have a license with the FDA and may obtain additional certifications from other regulatory agencies such as the
German Health Authority and the Korean Ministry of Food and Drug Safety. ADMA BioCenters supplies ADMA with a portion of its raw
material plasma for the manufacture of its products and product candidates.
We maintain our headquarters
at 465 State Route 17, Ramsey, NJ 07446. Our telephone number is (201) 478-5552. Our Florida campus is located at 5800 Park of
Commerce Boulevard, Northwest, Boca Raton, FL 33487. Our Florida telephone number is (561) 989-5800. We maintain a website at www.admabiologics.com.
The information on, or that can be accessed through, our website is not part of this prospectus or any accompanying prospectus
supplement or related free writing prospectus.
Risk
Factors
Investing
in our securities involves risks. Before making an investment decision, you should carefully consider these risks as well as other
information we include or incorporate by reference in this prospectus. In particular, you should carefully consider the information
under the heading “Risk Factors,” as well as the factors listed under the heading “Special Note Regarding Forward-Looking
Statements,” in each case contained in our Annual Report on Form 10-K for our most recent fiscal year, in any Quarterly Reports
on Form 10-Q that have been filed since our most recent Annual Report on Form 10-K and in any other documents that we file with
the SEC under the Exchange Act, each of which is incorporated by reference in this prospectus. You should also be aware that new
risks may emerge in the future at any time, and we cannot predict such risks or estimate the extent to which they may affect our
financial condition or performance. The prospectus supplement applicable to a specific offering may contain a discussion of additional
risks applicable to an investment in us and the securities we are offering under that prospectus supplement. Each of the risks
described could result in a decrease in the value of the securities and your investment therein.
Special
Note Regarding Forward-Looking Statements
This prospectus and
the documents incorporated by reference into this prospectus and any prospectus supplement or free writing prospectus may contain
“forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements only provide our current expectations
or forecasts of future events and financial performance and may be identified by the use of such terms as “believes,”
“estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,”
“will,” “should,” “could,” “predicts” or the negative thereof, or other variations
or comparable terminology, though the absence of these words does not necessarily mean that a statement is not forward-looking.
Forward-looking statements include all matters that are not historical facts and include, without limitation, statements concerning
our business strategy, outlook, objectives, future milestones, plans, intentions, goals, and future financial condition, including
the period of time for which our existing resources will enable us to fund our operations.
You should read
carefully the risks described in the section entitled “Risk Factors” beginning on page 4 of this prospectus, and
in any accompanying prospectus supplement or related free writing prospectus, together with all information incorporated by
reference herein and therein, to better understand the significant risks and uncertainties inherent in our business and
underlying any forward-looking statements. Our actual results could differ materially from those contained in the
forward-looking statements due to the factors described in the section entitled “Risk Factors” beginning on page
4 of this prospectus; in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K; and in the
sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in the Company’s most recent Quarterly Report on Form 10-Q. In addition, many important
factors may affect our ability to achieve our plans and objectives and to successfully develop and commercialize our products
and product candidates. Our results may be affected by our ability to manage our financial resources, as well as difficulties
or delays in developing manufacturing processes for our products and product candidates, preclinical and toxicology testing
and regulatory developments. Delays in clinical programs, whether caused by competitive developments, adverse events, patient
enrollment rates, regulatory issues or other factors, could adversely affect our financial position and prospects. Prior
clinical trial program designs and results are not necessarily indicative of future clinical trial designs or results. If our
product candidates do not meet safety or efficacy endpoints in clinical evaluations, they will not receive regulatory
approval and we will not be able to market them. We may not be able to successfully manage the balance of our research and
development operations with our planned commercialization activities. We may not be able to enter into any strategic
partnership agreements. Operating expenses and cash flow projections involve a high degree of uncertainty, including
variances in future spending rates due to changes in corporate priorities, the timing and outcomes of clinical trials,
competitive developments and the impact on expenditures and available capital from licensing and strategic collaboration
opportunities. If we are unable to raise additional capital when required or on acceptable terms, we may have to
significantly delay, scale back or discontinue one or more of our drug development or discovery research programs and delay
or abandon actual or potential commercialization efforts. We may not ever have any products that generate significant
revenue. There can be no assurance that the forward-looking statements included in this document will prove to be
accurate.
Any forward-looking
statements that we make in this prospectus speak only as of the date of such statements and we undertake no obligation to publicly
update any forward-looking statements or to publicly announce revisions to any of the forward-looking statements, whether as a
result of new information, future events or otherwise, except as may otherwise be required by the federal securities laws.
Use
of Proceeds
Unless the applicable
prospectus supplement states otherwise, we anticipate that the net proceeds from our sale of any securities will be used for general
corporate purposes, including working capital, capital expenditures at the facility in Boca Raton, Florida, procurement of raw
material plasma, hiring of commercial staff, ongoing improvement and enhancements to our quality systems Current Good Manufacturing
Practice operations, to fund expansion of plasma centers, and other business opportunities.
We believe it is prudent
to have an effective shelf registration statement on file with the SEC to preserve flexibility to raise capital if and when needed.
We have no specific plans to raise money at the time of the filing of this registration statement.
Description
of the Securities We May Offer
The descriptions of
the securities contained in this prospectus summarize the material terms and provisions of the various types of securities that
we may offer. We will describe in the applicable prospectus supplement relating to any securities the particular terms of the securities
offered by that prospectus supplement. If we so indicate in the applicable prospectus supplement, the terms of the securities may
differ from the terms we have summarized below. We will also include in the prospectus supplement information, where applicable,
about material U.S. federal income tax considerations relating to the securities, and the securities exchange, if any, on which
the securities will be listed.
We may offer and sell
from time to time, in one or more primary offerings, our common stock, preferred stock, debt securities, warrants or units, or
any combination of the foregoing.
In this prospectus,
we refer to the common stock, preferred stock, debt securities, warrants or units, or any combination of the foregoing securities
to be sold by us in a primary offering collectively as “securities.” The total dollar amount of all securities that
we may issue under this prospectus will not exceed $200,000,000.
This prospectus may
not be used by us to consummate a sale of securities unless it is accompanied by a prospectus supplement.
Description
of Capital Stock
The following
description of our common stock and preferred stock, together with the additional information we include in the applicable
prospectus supplement, summarizes the material terms and provisions of the common stock and preferred stock that we may offer
under this prospectus. Such description may not contain all the information that is important to you. For the complete terms
of our common stock and preferred stock, please refer to our Second Amended and Restated Certificate of Incorporation (the
“Certificate of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”).
General
The total number of
shares of capital stock that the Company has authority to issue is 160,000,000, divided into two classes consisting of (i) 150,000,000
shares of voting common stock, $0.0001 par value per share and (ii) 10,000,000 shares of preferred stock, $0.0001 par value per
share. All references to “common stock” in this prospectus refer to our voting common stock.
As of October
1, 2019, 59,317,806 shares of common stock were issued and outstanding and an additional 7,810,065 shares were issuable upon
exercise of outstanding options and warrants. Of the 7,810,065 shares of common stock issuable upon exercise of outstanding
options and warrants, 4,503,184 shares are issuable to officers and directors and principal stockholders of the Company,
1,168,721 shares are issuable to other employees of and third-party consultants to the Company and 2,138,160 shares are
issuable to current and former noteholders of the Company.
As of October 1,
2019, no shares of preferred stock were issued and outstanding.
Common Stock
Voting
The holders
of common stock are entitled to one vote per share on all matters on which stockholders are generally entitled to vote.
The holders of a majority of the outstanding shares of common stock constitute a quorum at a meeting of stockholders for
the transaction of any business. Directors are elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of directors. Any other action is authorized by a
majority of the votes cast, except where the Delaware General Corporation Law (“DGCL”) prescribes a different
percentage of votes and/or a different exercise of voting power.
Dividends
Subject to applicable
law and the rights, if any, of the holders of any outstanding series of preferred stock, dividends may be declared and paid on
the common stock out of funds legally available therefor at such times and in such amounts as the Company’s board of directors
(the “Board”), in its discretion, shall determine.
Distributions
upon Dissolution, Liquidation or Winding Up
Upon a liquidation,
dissolution or windup of the Company, subject to the rights, if any, of the holders of any outstanding series of preferred stock,
the holders of the common stock shall be entitled to receive the assets of the Company available for distribution to its stockholders
ratably in proportion to the number of shares of common stock held by them. The holders of common stock do not have cumulative
or preemptive rights.
Preferred Stock
No shares of preferred
stock are currently outstanding, and the Company has no current plans to issue preferred stock. The issuance of shares of preferred
stock, or the issuance of rights to purchase preferred stock, could be used to discourage an unsolicited acquisition proposal.
For example, a business combination could be impeded by the issuance of a series of preferred stock containing class voting rights
that would enable the holder or holders of such series to block any such transaction. Alternatively, a business combination could
be facilitated by the issuance of a series of preferred stock having sufficient voting rights to provide a required percentage
vote of the Company’s stockholders. In addition, under some circumstances, the issuance of preferred stock could adversely
affect the voting power and other rights of the holders of common stock. Although prior to issuing any series of preferred stock
the Board is required to make a determination as to whether the issuance is in the best interests of the Company’s stockholders,
the Board could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of
the stockholders might believe to be in their best interests or in which the stockholders might receive a premium for their stock
over prevailing market prices of such stock. The Board does not presently intend to seek stockholder approval prior to any issuance
of currently authorized preferred stock, unless otherwise required by law or applicable stock exchange requirements.
Warrants
On February 11, 2019
(the “Perceptive Closing Date”), we and all of our subsidiaries entered into a Credit Agreement and Guaranty (the “Perceptive
Credit Agreement”) with Perceptive Credit Holdings II, LP, as the lender and administrative agent (“Perceptive”).
The Perceptive Credit Agreement provides for a senior secured term loan facility in a principal amount of up to $72.5 million (the
“Perceptive Credit Facility”), comprised of (i) a term loan made on the Perceptive Closing Date in the principal amount
of $45.0 million, as evidenced by our issuance of a promissory note (the “Perceptive Tranche I Note”) in favor of Perceptive
on the Perceptive Closing Date (the “Perceptive Tranche I Loan”), and (ii) an additional term loan in the principal
amount of up to $27.5 million, but no less than $10.0 million (the “Perceptive Tranche II Loan” and, together with
the Perceptive Tranche I Loan, the “Initial Perceptive Loans”), which Perceptive Tranche II Loan was subject to the
satisfaction of certain conditions. The Perceptive Credit Facility has a maturity date of March 1, 2022 (the “Perceptive
Maturity Date”), subject to acceleration pursuant to the Perceptive Credit Agreement, including upon an Event of Default
(as defined in the Perceptive Credit Agreement). As consideration for the Perceptive Credit Agreement, we issued to Perceptive
a warrant to purchase 1,360,000 shares of our common stock (the “Perceptive Warrant”) on the Perceptive Closing Date.
The Perceptive Warrant has an exercise price equal to $3.28 per share, which is equal to the trailing 10-day volume weighted average
price (“VWAP”) of our common stock on the business day immediately prior to the Perceptive Closing Date multiplied
by 1.15. The Perceptive Warrant was valued by us at $2.7 million as of the Perceptive Closing Date, and has an expiration date
of February 11, 2029.
On October 10, 2017,
the Company entered into the Credit Agreement with Marathon Healthcare Finance Fund, L.P. (“Marathon”) which provides
for a senior secured term loan facility in an aggregate amount of up to $40.0 million, comprised of (i) a term loan in the principal
amount of $30.0 million (the “Tranche One Loan”) and (ii) an additional term loan to be made in the maximum principal
amount not to exceed $10.0 million (the “Tranche Two Loan”), which Tranche Two Loan availability is subject to the
satisfaction of certain conditions. As consideration for the Credit Agreement, the Company issued warrants to purchase an aggregate
of 339,301 shares of the Company’s common stock to Marathon and certain of its affiliates (the “Tranche One Warrants”).
The Tranche One Warrants have (i) an exercise price equal to $3.09, which is the trailing 10-day volume weighted-average price
of the Company’s common stock prior to October 10, 2017, and (ii) an expiration date of October 10, 2024. In the event that
the Tranche Two Loan is issued to the Company, the Company shall issue an additional warrant to Marathon (the “Tranche Two
Warrant”) to purchase such number of shares of common stock equal to 3.5% of the Tranche Two Loan, which shall have an exercise
price equal to the trailing 10-day volume weighted-average price of the common stock prior to the issuance date of the Tranche
Two Warrant and an expiration date equal to the seven year anniversary of the issuance of the Tranche Two Warrant.
In May 2016, the Company
issued to Oxford Finance, LLC (“Oxford”) warrants to purchase an aggregate of up to 24,800 shares of the Company’s
common stock at an exercise price equal to $6.37 per share. The warrants became exercisable on May 13, 2016 for cash or by net
exercise and will expire seven years after their issuance on May 13, 2023. In connection with a Loan and Security Agreement executed
between the Company and Oxford (the “LSA”), on June 19, 2015, the Company issued to Oxford a seven year warrant, expiring
on June 19, 2022, to purchase 74,309 shares of common stock at an exercise price of $8.51 per share.
In connection with
the Company’s prior loan facility with Hercules Technology Growth Capital, Inc. (“Hercules”), on December 21,
2012, the Company issued to Hercules a warrant to purchase 31,750 shares of common stock with an exercise price of $7.56, subject
to customary anti-dilution adjustments. The Company also issued to Hercules a warrant to purchase 23,200 and 34,800 shares of common
stock of the Company in February and December 2014, respectively, with an exercise price of $7.50 per share. The warrant expires
after 10 years and has piggyback registration rights with respect to the shares of common stock underlying the warrant.
Registration Rights
At the closing of the
Biotest Transaction, the Company entered into a registration rights agreement with BPC, pursuant to which BPC, or its transferee,
and/or its affiliate(s) have, among other things, certain registration rights under the Securities Act with respect to its shares
of the Company’s common stock, subject to certain transfer restrictions. In July 2018, BPC agreed to transfer its remaining
shares of common stock to The Biotest Divestiture Trust (the “Biotest Trust”). In connection with the transfer of shares,
the Biotest Trust has agreed to be bound by all obligations of, and will have all of the remaining rights of BPC under the aforementioned
registration rights agreement.
Indemnification of Directors and Officers
The Company’s
directors and officers are indemnified as provided by the DGCL, the Company’s Certificate of Incorporation, and the Company’s
Bylaws. The Company has been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities
Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities is asserted by one of the Company’s directors, officers, or controlling persons
in connection with the securities being registered, the Company will, unless in the opinion of its legal counsel the matter has
been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court
of appropriate jurisdiction. The Company will then be governed by the court’s decision.
We are party to indemnification
agreements with each of our directors and officers. These agreements require us to, among other things, indemnify our directors
and officers against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest
extent permitted by applicable laws. These indemnification provisions and the indemnification agreements are sufficiently broad
to permit indemnification of our officers and directors for liabilities, including reimbursement of expenses incurred, arising
under the Securities Act. The Company also maintains director and officer liability insurance.
Delaware Anti-Takeover Law
The Company is subject
to the provisions of Section 203 of the DGCL. Section 203 prohibits publicly held Delaware corporations from engaging in a “business
combination” with an “interested stockholder” for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business
combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder.
Subject to certain exceptions, an “interested stockholder” is a person who, together with affiliates and associates,
owns, or within three years did own, 15% or more of the corporation’s voting stock. These provisions could have the effect
of delaying, deferring or preventing a change of control of the Company or reducing the price that certain investors might be willing
to pay in the future for shares of the Company’s stock.
Staggered Board; Removal of Directors; Certificate of Incorporation
The Company’s
Certificate of Incorporation divides the Company’s Board into three classes with staggered three-year terms. Only one class
of directors will be elected at each annual meeting of the Company’s stockholders, with the other classes continuing for
the remainder of their respective three year terms. Except as the DGCL may otherwise require, any newly created directorships or
vacancies on the Board may be filled only by the Board, but subject to the rights of holders of any series of preferred stock.
The Company’s
Certificate of Incorporation provides that (i) all stockholder actions must be effected at a duly called meeting of the stockholders
and (ii) stockholders may not adopt actions by written consent without a meeting.
The
combination of these provisions will make it more difficult for the Company’s existing stockholders to replace the
Board as well as for another party to obtain control of the Company by replacing members of the Board. Since the Board has
the power to retain and discharge the officers, these provisions could also make it more difficult for existing stockholders
or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it
possible for the Board to issue preferred stock with voting or other rights or preferences that could impede any attempt to
effect a change of control of the Company.
Transfer Agent
Continental Stock
Transfer & Trust Company, 17 Battery Place, New York, New York, serves as the transfer agent and registrar for the
Company’s stock.
Description
of Debt Securities
We may issue from time
to time, in one or more offerings, senior or subordinated debt securities covered by this prospectus. When we offer to sell a particular
series of debt securities, we will describe the specific terms of the series in the applicable prospectus supplement.
Description
of Warrants
We may issue warrants
to purchase our debt or equity securities or other rights, including rights to receive payment in cash or securities based on the
value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing.
Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities.
Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The
terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set
forth in the applicable prospectus supplement.
Description
of Units
As specified in the
applicable prospectus supplement, we may issue units consisting of warrants, debt securities, shares of preferred stock, shares
of common stock or any combination of such securities.
Legal
Ownership of Securities
We can issue securities
in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer
to those persons who have securities registered in their own names on the books that we or any applicable trustee maintain for
this purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer
to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names,
as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors
in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities
in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by
one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other
financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are
referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person in
whose name a security is registered is recognized as the holder of that security. Securities issued in global form will be registered
in the name of the depositary or its nominee. Consequently, for securities issued in global form, we will recognize only the depositary
as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along
the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners.
The depositary and its participants do so under agreements they have made with one another or with their customers; they are not
obligated to do so under the terms of the securities.
As a result, investors
in a book-entry security will not own securities directly. Instead, they will own beneficial interests in a global security, through
a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest
through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders,
of the securities.
Street Name Holders
We may terminate a
global security or issue securities in non-global form. In these cases, investors may choose to hold their securities in their
own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank,
broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those
securities through an account he or she maintains at that institution.
For securities held
in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities
are registered as the holders of those securities, and we will make all payments on those securities to them. These institutions
pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in
their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect
holders, not holders, of those securities.
Legal Holders
Our obligations, as
well as the obligations of any applicable trustee and of any third parties employed by us or a trustee, run only to the legal holders
of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or
by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no
choice because we are issuing the securities only in global form.
For example, once we
make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder
is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but
does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences
of a default or of our obligation to comply with a particular provision of the indenture or for other purposes. In such an event,
we would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the holders contact
the indirect holders is up to the holders.
Special Considerations for Indirect Holders
If you hold securities
through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your
own institution to find out:
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how it handles securities payments and notices;
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whether it imposes fees or charges;
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how it would handle a request for the holders’ consent, if ever required;
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whether and how you can instruct it to send you securities registered in your own name so you can
be a holder, if that is permitted in the future;
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how it would exercise rights under the securities if there were a default or other event triggering
the need for holders to act to protect their interests; and
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if the securities are in book entry form, how the depositary’s rules and procedures will
affect these matters.
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Global Securities
A global security is
a security held by a depositary that represents one or any other number of individual securities. Generally, all securities represented
by the same global securities will have the same terms.
Each security issued
in book-entry form will be represented by a global security that we deposit with and register in the name of a financial institution
or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify
otherwise in the applicable prospectus supplement, DTC will be the depositary for all securities issued in book-entry form.
A global security may
not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless
special termination situations arise. We describe those situations below under “—Special Situations When a Global Security
Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner
and holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests
in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution
that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented
by a global security will not be a holder of the security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement
for a particular security indicates that the security will be issued in global form only, then the security will be represented
by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities
through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing
system.
Special Considerations for Global Securities
As an indirect holder,
an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial
institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder
as a holder of securities and instead deal only with the depositary that holds the global security.
If securities are issued
only in the form of a global security, an investor should be aware of the following:
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an investor cannot cause the securities to be registered in his or her name, and cannot obtain
non global certificates for his or her interest in the securities, except in the special situations we describe below;
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an investor will be an indirect holder and must look to his or her own bank or broker for payments
on the securities and protection of his or her legal rights relating to the securities, as we describe under “—Legal
Holders” above;
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an investor may not be able to sell interests in the securities to some insurance companies and
to other institutions that are required by law to own their securities in non-book entry form;
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an investor may not be able to pledge his or her interest in a global security in circumstances
where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for
the pledge to be effective;
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the depositary’s policies, which may change from time to time, will govern payments, transfers,
exchanges and other matters relating to an investor’s interest in a global security. We and any applicable trustee have no
responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security.
We and the trustee also do not supervise the depositary in any way;
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the depositary may, and we understand that DTC will, require that those who purchase and sell interests
in a global security within its book entry system use immediately available funds, and your broker or bank may require you to do
so as well; and
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financial institutions that participate in the depositary’s book entry system, and through
which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other
matters relating to the securities. There may be more than one financial intermediary in the chain of ownership for an investor.
We do not monitor and are not responsible for the actions of any of those intermediaries.
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Special Situations When a Global Security Will Be Terminated
In a few special situations
described below, the global security will terminate and interests in it will be exchanged for physical certificates representing
those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor.
Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own
name, so that they will be direct holders. We have described the rights of holders and street name investors above.
The global security
will terminate when the following special situations occur:
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if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as
depositary for that global security and we do not appoint another institution to act as depositary within 90 days;
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if we notify any applicable trustee that we wish to terminate that global security; or
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if an event of default has occurred with regard to securities represented by that global security
and has not been cured or waived.
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The prospectus supplement
may also list additional situations for terminating a global security that would apply only to the particular series of securities
covered by the prospectus supplement. When a global security terminates, the depositary, and not we or any applicable trustee,
is responsible for deciding the names of the institutions that will be the initial direct holders.
Plan
of Distribution
We may offer securities
under this prospectus from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination
of these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers. The securities may
be distributed from time to time in one or more transactions:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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Each time that securities
covered by this prospectus are offered, we will provide a prospectus supplement or supplements that will describe the method of distribution
and set forth the terms and conditions of the offering of such securities, including the offering price of the securities and the
proceeds to us.
Offers to purchase
the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase
the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus
supplement.
If a dealer is utilized
in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer
may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If an underwriter is
utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter
at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use
to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities
for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions.
The underwriter may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless
otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities
as a principal, and may then resell the securities at varying prices to be determined by the dealer.
Any compensation paid
to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions
allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers
and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities
Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed
to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against
civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in
respect thereof and to reimburse those persons for certain expenses.
The securities may
or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating
in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include
over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities
than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases
in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the
price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling
concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection
with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities
at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.
If indicated in the
applicable prospectus supplement, underwriters or other persons acting as agents may be authorized to solicit offers by institutions
or other suitable purchasers to purchase the securities at the public offering price set forth in the prospectus supplement, pursuant
to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These
purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and
educational and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities
covered by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in
the United States to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect
to the validity or performance of these contracts.
We may engage in at
the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. The terms of such
“at the market offerings” will be set forth in the applicable prospectus supplement. We may engage an agent to act
as a sales agent in such “at the market offerings” on a best efforts basis using commercially reasonable efforts consistent
with normal trading and sales practices, on mutually agreed terms between such agent and us. We will name any agent involved in
such “at the market offerings” of securities and will list commissions payable by us to these agents in the applicable
prospectus supplement.
In addition, we may
enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third
parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any
related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related
open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus,
will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge
securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and
an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to
investors in our securities or in connection with a concurrent offering of other securities.
The specific terms
of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
In compliance with
the guidelines of the Financial Industry Regulatory Authority, Inc. (“FINRA”), the maximum consideration or discount
to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate proceeds of the offering.
The underwriters, dealers
and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive
compensation.
General Information
Underwriters, dealers
and agents that participate in the distribution of our securities may be underwriters as defined in the Securities Act, and any
discounts or commissions they receive and any profit they make on the resale of the offered securities may be treated as underwriting
discounts and commissions under the Securities Act. Any underwriters or agents will be identified and their compensation described
in a prospectus supplement. We may indemnify agents, underwriters, and dealers against certain civil liabilities, including liabilities
under the Securities Act, or make contributions to payments they may be required to make relating to those liabilities. Our agents,
underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with, or perform services for us in
the ordinary course of business.
Each series of securities
offered by this prospectus may be a new issue of securities with no established trading market. Any underwriters to whom securities
offered by this prospectus are sold by us for public offering and sale may make a market in the securities offered by this prospectus,
but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for any securities offered by this prospectus.
Representatives of
the underwriters through whom our securities are sold for public offering and sale may engage in over-allotment, stabilizing transactions,
syndicate short covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves
syndicate sales in excess of the offering size, which creates a syndicate short position. Stabilizing transactions permit bids
to purchase the offered securities so long as the stabilizing bids do not exceed a specified maximum.
Syndicate covering
transactions involve purchases of the offered securities in the open market after the distribution has been completed in order
to cover syndicate short positions. Penalty bids permit the representative of the underwriters to reclaim a selling concession
from a syndicate member when the offered securities originally sold by such syndicate member are purchased in a syndicate covering
transaction to cover syndicate short positions. Such stabilizing transactions, syndicate covering transactions and penalty bids
may cause the price of the offered securities to be higher than it would otherwise be in the absence of such transactions. These
transactions may be effected on a national securities exchange and, if commenced, may be discontinued at any time.
Underwriters, dealers
and agents may be customers of, engage in transactions with or perform services for, us and our subsidiaries in the ordinary course
of business.
We will bear all costs,
expenses and fees in connection with the registration of the securities as well as the expense of all commissions and discounts,
if any, attributable to the sales of any of our securities by us.
Where
You Can Find More Information
We file annual, quarterly
and periodic reports, proxy statements and other information with the SEC. Many of our SEC filings are available to the public
from the SEC’s website: www.sec.gov. We make available free of charge our annual, quarterly and current reports, proxy statements
and other information upon request. To request such materials, please contact us at the following address or telephone number:
ADMA Biologics, Inc. 465 Route 17, Ramsey, New Jersey 07446, Attention: Brian Lenz, Executive Vice President and Chief Financial
Officer, (201) 478-5552. Exhibits to the documents will not be sent, unless those exhibits have specifically been incorporated
by reference in this prospectus.
You may also obtain
reports, statements or other information that we file with the SEC by accessing our website at www.admabiologics.com, under the
Investors tab, SEC Filings. Information contained in, or accessible through, our website does not constitute a part of this prospectus
or any accompanying prospectus supplement.
Incorporation
of Certain Documents by Reference
The SEC allows us to
“incorporate by reference” the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information that is incorporated by reference is considered to be part of this
prospectus, and the information that we file later with the SEC will automatically update and supersede this information. We incorporate
by reference into this prospectus the following documents:
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our Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 13, 2019;
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our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2019, filed on May 8, 2019,
and for the quarter ended June 30, 2019, filed on August 8, 2019;
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our Current Reports on Form 8-K filed with the SEC on January 2, 2019, January 7, 2019,
January 29, 2019, February 12, 2019, February 25, 2019, March 4, 2019, March 18, 2019, April 2, 2019, April 3, 2019, April
17, 2019, May 3, 2019, May 10, 2019, May 15, 2019, May 17, 2019, May 21, 2019, May 29, 2019, June 5, 2019 (as amended on
June 12,
2019), June 6, 2019, July 8, 2019, August 22, 2019, August 23, 2019, September 5, 2019, September 23, 2019, and
October 3, 2019 (provided that any portions of such reports that are deemed furnished and not filed pursuant to instructions
to Form
8-K shall not
be
incorporated by reference into this prospectus); and
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the description of common stock set forth in or Registration Statement on Form 8-A12B filed with
the SEC on November 5, 2014 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose
of updating such description.
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All documents subsequently
filed with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering shall
be deemed to be incorporated by reference into the prospectus. Any statement contained in any document incorporated by reference
herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in
this prospectus or any additional prospectus supplements modifies or supersedes such statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
Legal
Matters
The validity of the
securities offered hereby will be passed upon for us by Morgan, Lewis & Bockius LLP, Princeton, New Jersey. Any underwriters
will be advised about other issues relating to any offering by their own legal counsel.
Experts
The
consolidated financial statements incorporated in this prospectus by reference from the Company’s Annual Report on Form
10-K for the year ended December 31, 2018 as well as the effectiveness of the Company’s internal control over financial
reporting have been audited by CohnReznick LLP, an independent registered public accounting firm, as set forth in their
reports thereon, included therein, and incorporated herein by reference, which report on their audit of the consolidated
financial statements includes an explanatory paragraph on the Company’s ability to continue as a going concern. Such
consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority
of such firm as experts in accounting and auditing.
Up to $35,412,500
Common Stock
PROSPECTUS SUPPLEMENT
The date of this prospectus supplement is
February 3, 2021
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