Current Report Filing (8-k)
August 24 2021 - 5:07PM
Edgar (US Regulatory)
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2021-08-20
2021-08-20
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
August 20, 2021
ADAMIS PHARMACEUTICALS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
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0-26372
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82-0429727
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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11682 El Camino Real, Suite 300
San Diego, CA
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92130
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (858) 997-2400
(Former name or Former Address, if Changed Since
Last Report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Exchange Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock
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ADMP
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NASDAQ
Capital Market
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Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 20, 2021,
Adamis Pharmaceuticals Corporation (the “Company”) received a notification letter (the “Notice”) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“NASDAQ”), which was expected by the Company, notifying the Company
that because the Company has not filed its Quarterly Report on Form 10-Q for the period ended June 30, 2021, as well as its Quarterly
Report on Form 10-Q for the period ended March 31, 2021 (the “Form 10-Qs”), the Company does not comply with NASDAQ Marketplace
Rule 5250(c)(1), which requires timely filing of periodic reports with the Securities and Exchange Commission (the “SEC”).
In response to a
previous notification letter from NASDAQ relating to the Quarterly Report on Form 10-Q for the period ended March 31, 2021, the
Company has previously submitted to NASDAQ a plan to regain compliance. In connection with its review of the plan, NASDAQ has
requested that the Company submit an updated plan to regain compliance. The Notice indicated that if NASDAQ accepts the plan, NASDAQ
may grant an exception of up to November 22, 2021, to regain compliance. If an exception is granted, the Company may regain
compliance at any time during the permitted period upon filing the Form 10-Qs with the SEC, as well as any other required periodic
reports that are due within that period. If NASDAQ does not accept the Company’s plan, the Company will have the opportunity
to appeal that decision to a NASDAQ Hearings Panel.
The Notice was issued
in accordance with standard NASDAQ procedures and has no immediate effect on the listing of the Company’s common stock on the NASDAQ
Capital Market.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On August
23, 2021, David C. Benedicto, 61, the principal accounting officer of the Company, was appointed as the Company’s chief financial
officer and principal financial officer. Mr. Benedicto joined the Company in December 2014, has served as the Company’s senior
director of accounting and controller, and has served as the Company’s principal accounting officer since May 2021. Mr. Benedicto,
a CPA and CMA (Certified Management Accountant), earned a bachelor’s degree in Commerce from the University of Saint La Salle,
and an M.B.A. from the University of the Redlands. Mr. Benedicto’s base salary rate as chief financial officer will be $280,000
per annum. The Company has previously entered into its form of indemnity agreement with Mr. Benedicto. There are no family relationships
between Mr. Benedicto and any director or executive officer of the Company, and, except as set forth above, Mr. Benedicto does not have
any other direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of
Regulation S-K.
The employment
of Robert O. Hopkins, the chief financial officer of the Company, as an officer and employee of the Company and all subsidiaries was terminated
effective on the date Mr. Benedicto was named as his replacement. Following the Company’s recently-announced sale of assets
relating to the human compounding pharmaceutical business of the Company’s US Compounding, Inc. (“USC”) subsidiary and
the winding down of the remaining business activities of USC, where Mr. Hopkins had devoted a substantial amount of his business time,
Mr. Hopkins indicated to the Company that he believed it was appropriate for him to pursue other opportunities.
Pursuant
to the terms of his employment agreement with the Company, conditioned on and following a timely execution of a general release and waiver
and expiration of any applicable revocation period, Mr. Hopkins will be entitled to receive severance payments in an amount equal to
his current annual base salary rate, less standard deductions and withholdings, for a period of nine months after the date of separation,
and will, assuming eligibility and a timely election and to the extent that it does not result in a penalty to the Company, be entitled
to be reimbursed for payment of the Company’s portion of the premiums required to continue medical, dental and vision insurance
coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) during the severance payment period (or,
if earlier, until he becomes employed full-time by another employer), with Mr. Hopkins being responsible to pay that amount of the portion
of the premiums, if any, that he would have been responsible to pay if he had remained an employee during such period.
Item
7.01 Regulation FD Disclosure
On August 24, 2021, the Company issued a press
release relating to the matters described in Items 3.01 and 5.02 above. A copy of the press release, which is attached to this Current
Report on Form 8-K as Exhibit 99.1, is furnished pursuant to this Item 7.01. The information in this Item 7.01 and Exhibit 99.1 are furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration
statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language
in such filing, except as shall be expressly incorporated by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements.
This Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto may contain forward-looking statements which
involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these
statements. Please refer to the note in the press release under the heading “Forward-Looking Statements.”
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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ADAMIS PHARMACEUTICALS CORPORATION
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Dated: August 24, 2021
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By:
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/s/ David C.
Benedicto
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Name:
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David C. Benedicto
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Title:
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Chief Financial
Officer
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Adamis Pharmaceuticals (NASDAQ:ADMP)
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