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Item 1.01
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Entry into a Material Definitive Agreement.
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Overview
On December 8, 2020 (the “Amendment Date”), ADMA
Biologics, Inc., a Delaware corporation (the “Company”), announced that it entered into Amendment No. 2 (the “Amendment”)
to that certain Credit Agreement and Guaranty, dated as of February 11, 2019 and previously amended by Amendment No. 1 dated May
3, 2019 (as amended, the “Credit Agreement”), with ADMA Plasma Biologics, Inc. (“ADMA Plasma Biologics”),
ADMA BioCenters Georgia Inc. (“ADMA BioCenters”), ADMA BioManufacturing, LLC (“ADMA BioManufacturing” and
together with ADMA Plasma Biologics and ADMA BioCenters, the “Subsidiary Guarantors”) and Perceptive Credit Holdings
II, LP (the “Lender”).
The Amendment provides for additional senior, secured, delayed-draw
term loans in an aggregate principal amount of $15.0 million (the “Fourth Tranche”), which the Company drew-down in
full on the Amendment Date, on the same terms as the existing term loans described in the Credit Agreement. Concurrently with the
draw-down of the Fourth Tranche, the Company prepaid in full all indebtedness, together
with all accrued and unpaid interest and fees, costs and expenses, arising under that certain Subordinated Loan Agreement, dated
as of June 6, 2017, by and between Biotest Pharmaceuticals Corporation, ADMA Biomanufacturing and the Company, as amended from
time to time (the “Biotest Loan”).
The Amendment also extends the scheduled maturity date for
the loans under the Credit Agreement to March 1, 2024.
The Credit Agreement, together with the Amendment, now provides
for a senior secured term loan facility with an aggregate principal amount of up to $100.0 million (collectively, the “Credit
Facility”), comprised of (i) an initial term loan made on February 11, 2019 with an outstanding principal amount of $45.0
million, (ii) the second tranche term loan made on May 3, 2019, with an outstanding principal amount of $27.5 million, (iii) the
third tranche term loan, made on March 20, 2020, with an outstanding principal amount of $12.5 million and (iv) the Fourth
Tranche, as evidenced by the Company’s issuance of a promissory note (the “Note”) in favor of the Lender on the
Amendment Date, with an outstanding principal amount of $15.0 million. As amended by the Amendment, the Credit Facility has a maturity
date of March 1, 2024, subject to acceleration pursuant to the Credit Agreement, including upon an Event of Default (as defined
in the Credit Agreement). Borrowings under the Credit Facility have an interest-only term through the duration of the borrowings
until the scheduled maturity date of March 1, 2024.
A copy of the press release announcing the Company’s
entry into the Amendment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
herein. The foregoing is a summary of the material terms of the Amendment and does not purport to be complete. A copy of the
Amendment is attached as Exhibit 10.1 and incorporated by reference herein.
Interest Rate
As previously disclosed at the time of entry into the Credit
Agreement, borrowings under the Credit Agreement bear interest at a rate per annum equal to 7.5% (the “Applicable Margin”)
plus the greater of (i) one-month LIBOR and (ii) 3.5%; provided, however, that upon, and during the continuance of, an Event of
Default, the Applicable Margin shall automatically increase by an additional 400 basis points. On the last day of each month during
the term of the Credit Facility, the Company will pay accrued interest to the Lender.
Warrant
As consideration for the Amendment, the Company has issued,
on the Amendment Date, a Warrant to Purchase Stock to the Lender (the “Warrant”). The Warrant has an exercise price
equal to $1.94, which is equal to the trailing 10-day volume weighted average price (“VWAP”) of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”), on the business day immediately prior
to the Amendment Date. The Warrant is exercisable for 2,390,000 shares of Common Stock and has an expiration date of December
8, 2030. The Lender represented to the Company, among other things, that it was an “accredited investor” (as such
term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)),
and the Company issued the Warrant in reliance upon an exemption from registration contained in Section 4(2) under the Securities
Act. The Warrant and the shares of Common Stock issuable thereunder may not be offered, sold, pledged or otherwise transferred
in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.