ADAMIS PHARMACEUTICALS CORPORATION (NASDAQ:ADMP) Files An 8-K Entry into a Material Definitive Agreement

ADAMIS PHARMACEUTICALS CORPORATION (NASDAQ:ADMP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On April 21, 2017, Adamis Pharmaceuticals Corporation (the
Company), entered into an Underwriting Agreement (the
Underwriting Agreement) with Raymond James Associates, Inc., as
representative for the several underwriters (Underwriters), to
which the Company agreed to issue and sell to the Underwriters in
an underwritten public offering an aggregate of 4,285,715 shares
(the Shares) of common stock, $0.0001 par value per share, of the
Company (the Common Stock). The Shares are being offered and sold
to the public (the Offering) at a public offering price of $3.50
per share.

The Underwriters will purchase the Shares from the Company at a
price of $3.29 per share, representing a 6% discount from the
public offering price. Raymond James Associates, Inc. is acting
as the sole book-running manager of the Offering. Maxim Group LLC
is acting as a co-manager for the Offering.

The Company intends to use the aggregate net proceeds of the
offering primarily for general corporate purposes, which include,
without limitation, expenditures relating to research,
development and clinical trials relating to the Companys products
and product candidates, capital expenditures, hiring additional
personnel, acquisitions of new technologies or products, the
repayment, refinancing, redemption or repurchase of existing or
future indebtedness or capital stock and working capital. Under
the terms of the Underwriting Agreement, the Company granted the
Underwriters an option for a period of 30 days to purchase up to
an additional 642,857 shares of Common Stock from the Company to
cover over-allotments, if any.

The Offering is being made to the Companys effective shelf
registration statement on Form S-3 (Registration No. 333-196976)
as supplemented by a preliminary prospectus supplement filed with
the Securities and Exchange Commission on April 20, 2017 (the
SEC) and a final prospectus supplement to be filed with the SEC
(the Prospectus Supplements) to Rule 424(b) under the Securities
Act of 1933, as amended (the Securities Act), and a related
registration statement on Form S-3 filed on April 21, 2017, to
Rule 462(b) promulgated under the Securities Act.

After the underwriting discounts and commissions of 6% of the
public offering price and estimated offering expenses payable by
the Company, the Company expects to receive net proceeds of
approximately $13,855,000, assuming no exercise of the
Underwriters over-allotment option. If the Underwriters exercise
their over-allotment option in full, the Company expects to
receive net proceeds of approximately $15,970,000, after
deducting the underwriting discounts and commissions and
estimated offering expenses. The Offering is expected to close on
April 26, 2017, subject to satisfaction of customary closing

The Underwriting Agreement contains customary representations,
warranties, and covenants by the Company. It also provides for
customary indemnification by each of the Company and the
Underwriters, severally and not jointly, for losses or damages
arising out of or in connection with the Offering, including for
liabilities under the Securities Act of 1933, other obligations
of the parties and termination provisions. In addition, to the
terms of the Underwriting Agreement, certain officers and
directors of the Company have entered into lock-up agreements,
subject to certain exceptions, with the Underwriters that
generally prohibit the sale, transfer, or other disposition of
securities of the Company for a period of 90 days from the date
of the Underwriting Agreement.

The Company has agreed to pay the underwriters certain expenses
relating to the Offering, including, without limitation, the
reasonable fees, disbursements and other charges of the
underwriters counsel, up to $100,000.

A copy of the Underwriting Agreement is attached as Exhibit 1.1
to this Current Report on Form 8-K, and is incorporated herein by
reference. The foregoing description of the material terms of the
Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibits, which
are incorporated by reference. A copy of the legal opinion of
Weintraub Tobin Chediak Coleman Grodin Law Corporation relating
to the legality of the issuance and sale of the Shares being sold
in the Offering is filed as Exhibit 5.1 to this Current Report on
Form 8-K.

The provisions of the Underwriting Agreement, including the
representations and warranties contained therein, are not for the
benefit of any party other than the parties to such agreement and
are not intended as a document for investors or the public to
obtain factual information about the current state of affairs of
the parties to that document. Rather, investors and the public
should look to other disclosures contained in the Companys
filings with the SEC, including the Prospectus Supplements.

Forward-Looking Statements

This report contains forward-looking statements that involve
risks and uncertainties, such as statements related to the
anticipated closing of the Offering and the amount of proceeds
expected from the Offering. The risks and uncertainties involved
include the Companys ability to satisfy certain conditions to
closing on a timely basis or at all, as well as other risks
detailed from time to time in the Companys filings with the SEC.
You are cautioned not to place undue reliance on forward-looking
statements, which are based on the Companys current expectations
and assumptions and speak only as of the date of this report. The
Company does not intend to revise or update any forward-looking
statement in this report to reflect events or circumstances
arising after the date hereof, except as may be required by law.

Item 8.01 Other Events

On April 20, 2017, the Company issued a press release announcing
the Offering, as described above in Item 1.01. On April 21, 2017,
the Company issued a subsequent press release announcing the
pricing of the Offering. The full texts of the press releases are
set forth as Exhibits 99.1 and 99.2 attached to this Current
Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Exhibit Description

1.1 Underwriting Agreement
5.1 Opinion of Weintraub Tobin Chediak Coleman Grodin
23.1 Consent of Weintraub Tobin Chediak Coleman Grodin (included
in Exhibit 5.1)
99.1 Press release dated April 20, 2017
99.2 Press release dated April 21, 2017


Adamis Pharmaceuticals Corporation is a pharmaceutical company. The Company is engaged in the development of its specialty pharmaceutical products. The Company is developing various products in the allergy and respiratory markets, including a dry powder inhaler technology that it acquired from 3M Company (3M). The Company’s product portfolio includes specialty pharmaceutical products, such as Epinephrine pre-filled syringe (PFS), APC-5000 dry powder inhaler (DPI), APC-1000 and APC-2000, and biotechnology products, such as TeloB-VAX (vaccine), APC-100, APC-200 and APC-300. The Company’s lead product candidate, the Epinephrine Injection USP 1:1000 0.3 milligram Pre-filled Single Dose Syringe, or the Epinephrine PFS, is a pre-filled syringe designed to deliver a premeasured 0.3 milligrams dose of epinephrine for the treatment of anaphylaxis. The Company also has licensed vaccine technology called somatic transgene immunization (STI) technology.


ADAMIS PHARMACEUTICALS CORPORATION (NASDAQ:ADMP) closed its last trading session down -0.55 at 3.85 with 413,877 shares trading hands.

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