Form 4 - Statement of changes in beneficial ownership of securities
August 30 2024 - 9:02PM
Edgar (US Regulatory)
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
C/O ADMA BIOLOGICS, INC. |
465 STATE ROUTE 17 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ADMA BIOLOGICS, INC.
[ ADMA ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 08/29/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
08/29/2024 |
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M |
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118,861 |
A |
$3.66
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586,166 |
D |
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Common Stock |
08/29/2024 |
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M |
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9,000 |
A |
$5.96
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595,166 |
D |
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Common Stock |
08/29/2024 |
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M |
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9,000 |
A |
$10.8
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604,166 |
D |
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Common Stock |
08/29/2024 |
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S |
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136,861 |
D |
$17.2725
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467,305
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D |
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Common Stock |
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22,857 |
I |
See Footnote
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Common Stock |
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31,381 |
I |
See Footnote
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Common Stock |
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38,294 |
I |
See Footnote
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Common Stock |
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175 |
I |
See Footnote
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Common Stock |
$3.66
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08/29/2024 |
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M |
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118,861 |
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06/06/2027 |
Common Stock |
118,861 |
$3.66
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0 |
D |
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Common Stock |
$5.96
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08/29/2024 |
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M |
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9,000
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01/28/2026 |
Common Stock |
9,000 |
$5.96
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0 |
D |
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Common Stock |
$10.8
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08/29/2024 |
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M |
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9,000
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01/30/2025 |
Common Stock |
9,000 |
$10.8
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0 |
D |
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Explanation of Responses: |
Remarks: |
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/s/ Dr. Jerrold B. Grossman, by Adam S. Grossman as Attorney-in-fact |
08/30/2024 |
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** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24
LIMITED POWER OF ATTORNEY
FOR SECTION 16(a) REPORTING
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Adam S. Grossman, President and Chief Executive
Officer, and Michael A. Goldstein, Senior Director, General Counsel, of ADMA Biologics, Inc. (the “Company”), and each of them, as the undersigned’s true and lawful attorney-in-fact (the “Attorney-in Fact”), with full power of substitution and
resubstitution, with the power to act alone for the undersigned and in the undersigned’s name, place and stead, in any and all capacities to:
1. prepare, execute and submit to the Securities and Exchange Commission (“SEC”), any national
securities exchange and the Company any and all reports (including any amendment thereto) of the undersigned required or considered advisable under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and the rules and
regulations thereunder, with respect to the equity securities of the Company, including Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership), and Form 5 (Annual Statement of Changes
in Beneficial Ownership); and
2. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information
regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release
any such information to the Attorney-in-Fact.
The undersigned acknowledges that:
1. this Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his
discretion on information provided to such Attorney-in-Fact without independent verification of such information;
2. any documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant
to this Limited Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his discretion, deems necessary or desirable;
3. neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s
responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b)
of the Exchange Act; and
4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance
with the undersigned’s obligations under Section 16 of the Exchange Act, including, without, limitation, the reporting requirements under Section 16(a) of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or
convenient to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his substitute or substitutes, shall
lawfully do or cause to be done by authority of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect
to the undersigned’s holdings of and transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.
This Limited Power of Attorney shall be governed by and construed in accordance the laws of the State of Delaware without regard to the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of March 28, 2024.
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Signature:
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/s/ Dr. Jerrold B. Grossman
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Print Name:
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Dr. Jerrold B. Grossman
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Exhibit 24
LIMITED POWER OF ATTORNEY
FOR SECTION 16(a) REPORTING
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Adam S. Grossman, President and Chief Executive
Officer, and Michael A. Goldstein, Senior Director, General Counsel, of ADMA Biologics, Inc. (the “Company”), and each of them, as the undersigned’s true and lawful attorney-in-fact (the “Attorney-in Fact”), with full power of substitution and
resubstitution, with the power to act alone for the undersigned and in the undersigned’s name, place and stead, in any and all capacities to:
1. prepare, execute and submit to the Securities and Exchange Commission (“SEC”), any national
securities exchange and the Company any and all reports (including any amendment thereto) of the undersigned required or considered advisable under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and the rules and
regulations thereunder, with respect to the equity securities of the Company, including Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership), and Form 5 (Annual Statement of Changes
in Beneficial Ownership); and
2. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information
regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release
any such information to the Attorney-in-Fact.
The undersigned acknowledges that:
1. this Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his
discretion on information provided to such Attorney-in-Fact without independent verification of such information;
2. any documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant
to this Limited Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his discretion, deems necessary or desirable;
3. neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s
responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b)
of the Exchange Act; and
4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance
with the undersigned’s obligations under Section 16 of the Exchange Act, including, without, limitation, the reporting requirements under Section 16(a) of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or
convenient to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his substitute or substitutes, shall
lawfully do or cause to be done by authority of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect
to the undersigned’s holdings of and transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.
This Limited Power of Attorney shall be governed by and construed in accordance the laws of the State of Delaware without regard to the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of March 28, 2024.
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Signature:
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/s/ Dr. Jerrold B. Grossman
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Print Name:
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Dr. Jerrold B. Grossman
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