| Item 7.01 |
Regulation FD Disclosure. |
On March 16, 2023, Adamis Pharmaceuticals Corporation (the “Company”)
held an investor conference call regarding the Company’s fourth quarter and 2022 financial and operating results and other matters
relating to the Company, including the previously announced proposed merger transaction pursuant to the Agreement and Plan of Merger and
Reorganization dated February 24, 2023, by and among the Company, DMK Pharmaceuticals Corporation, and Aardvark Merger Sub, Inc., a wholly-owned
subsidiary of the Company. A copy of the transcript generated after the occurrence of the conference call is attached hereto as Exhibit
99.1, and a transcript of a video discussion on the Company’s website under the “Investors and Media” heading concerning
the proposed transaction is attached hereto as Exhibit 99.2. Also on March 16, 2023, the Company issued a press release announcing certain
financial results for the year ended December 31, 2022. A copy of the Company's press release announcing this information and certain
other information is attached hereto as Exhibit 99.3. The information set forth in the exhibits shall not be deemed to be filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act.
Forward-Looking
Statements
This
Current Report on Form 8-K and the exhibits attached hereto contain forward-looking statements based upon Adamis’ current
expectations. This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are identified by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue”
or the negative of these terms or other similar words. These statements are only predictions. Adamis has based these forward-looking
statements largely on its expectations about future events, as well as the beliefs and assumptions of management. Forward-looking statements
are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Adamis’ control,
and actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including
but not limited to: (i) risks associated with Adamis’ ability to obtain the stockholder approval required to consummate the
previously announced proposed merger transaction with DMK Pharmaceuticals Corporation (“DMK”) and the timing of the closing
of the proposed merger, including the risks that one or more conditions to closing will not be satisfied within the expected timeframe
or at all or that the closing of the proposed merger will not occur; (ii) the outcome of any current legal proceedings or future
legal proceedings that may be instituted relating to the proposed merger or otherwise; (iii) the occurrence of any event, change
or other circumstance or condition that could give rise to the termination of the merger agreement between the Company and DMK; and (iv) those
risks detailed in Adamis’ most recent Annual Report on Form 10-K and subsequent reports filed with the SEC, as well as
other documents that may be filed by Adamis from time to time with the SEC. Accordingly, you should not rely upon forward-looking statements
as predictions of future events. Adamis cannot assure you that the events and circumstances reflected in the forward-looking statements
will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking
statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable
law or regulation, Adamis undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the
date on which the statement is made or to reflect the occurrence of unanticipated events. Investors should not assume that any lack of
update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement.
Additional
Information about the Merger and Where to Find It
Adamis
intends to file a proxy statement in connection with the proposed merger transaction with DMK. Investors and stockholders are urged to
read this filing when it becomes available because it will contain important information about the transaction. This Current Report on
Form 8-K does not constitute an offer of any securities for sale or the solicitation of any proxy. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, ADAMIS’ STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN ITS ENTIRETY
WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors
and stockholders may obtain free copies of the proxy statement and other relevant documents (when they become available) and other documents
filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s web site at: www.sec.gov. In addition,
investors and stockholders may obtain free copies of the documents filed with the Securities and Exchange Commission by Adamis by contacting
David C. Benedicto, Adamis’ chief financial officer, at (858) 997-2400.
Participants
in the Solicitation
Adamis
and DMK, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from
the companies’ stockholders in connection with the proposed transaction. Information regarding the interests of participants in
the solicitation by the Company will be included in the proxy statement to be filed by Adamis. Investors and security holders are urged
to read the Company’s proxy statement and the other relevant materials when they become available before making any voting or investment
decision with respect to the proposed transaction. Additional information regarding directors and executive officers of Adamis is also
included in the Company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange
Commission, which is available as described above.
No
Offer or Solicitation
This
Current Report on Form 8-K is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities
or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale of
securities in any jurisdiction in contravention of applicable law.