ADMA BIOLOGICS, INC. (NASDAQ:ADMA) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement

As previously disclosed, on January 21, 2017, ADMA Biologics,
Inc., a Delaware corporation (the
Company) and its wholly-owned subsidiary,
ADMA BioManufacturing, LLC, a Delaware limited liability company
(Buyer), entered into a definitive Master
Purchase and Sale Agreement (the Purchase
Agreement) with Biotest Pharmaceuticals Corporation,
a Delaware corporation (Seller), and for
certain limited purposes set forth in the Purchase Agreement,
Biotest AG, a company organized under the laws of Germany and the
ultimate parent company of Seller
(Biotest), and Biotest US Corporation, a
Delaware corporation and subsidiary of Biotest (together with
Biotest, the Biotest Guarantors), to
which, on June 6, 2017 (the Closing
Date), Buyer has acquired (the
Acquisition) certain assets and assumed
certain liabilities constituting the therapy business of Seller
(the Business), including a fully
equipped plasma fractionation and purification plant for the U.S.
Food and Drug Administration (the FDA)
licensed biologics, testing laboratories, office space, ambient
and cold storage warehouses, and a commercial scale monoclonal
antibody production facility (the Boca
Facility).

Subordinated Loan Facility

On the Closing Date, in connection with the Acquisition, the
Company, Buyer, as borrower, and Seller, as lender, entered into
an unsecured, subordinated loan agreement, which provides for a
subordinated term loan facility (the Subordinated Loan
Facility) in an aggregate principal amount of
$15,000,000 with a maturity of five years.

Borrowings under the Subordinated Loan Facility bear interest at
a rate per annum equal to 6.00%, payable semi-annually in arrears
on each of the six-month and twelve-month anniversary dates of
the Closing Date.

Buyer may voluntarily repay the Subordinated Loan Facility at any
time, in whole or in part, without prepayment premium, penalty or
other breakage costs. Buyer is required to repay the Subordinated
Loan Facility in full upon certain disposals of the Business,
certain disposals of shares of Buyer and other change of control
events in relation to Buyer or certain liquidation events of the
Company.

All of Buyers obligations under the Subordinated Loan Facility
are unconditionally guaranteed by the Company.

The Subordinated Loan Facility contains certain customary
affirmative covenants. The Subordinated Loan Facility also
contains certain negative covenants limiting the incurrence by
the Company or Buyer of certain indebtedness, the entry by the
Company and its subsidiaries (including Buyer) into certain
transactions with affiliates and certain voluntary or optional
prepayments by the Company and its subsidiaries of indebtedness
that is contractually subordinate in right of payment to the
obligations under the Subordinated Loan Facility.

The Subordinated Loan Facility is subordinated to (i) the
Companys existing indebtedness under the loan and security
agreement dated as of June 15, 2015 (as amended, restated,
supplemented or otherwise modified from time to time, the
Senior Credit Agreement) among the
Company, the Companys subsidiaries and Oxford Finance, LLC
(Oxford), (ii) any refinancing of the
Senior Credit Agreement, in accordance with the terms and
conditions of the subordination agreement dated as of the Closing
Date among Oxford and Seller and (iii) any additional
Indebtedness (as defined in the subordinated loan agreement) for
borrowed money approved by the Companys Board of Directors and
incurred by the Company or Buyer which is secured solely by a
mortgage on the owned real property acquired in connection with
the Acquisition.

The Subordinated Loan Facility will rank pari passu with
all additional indebtedness approved by the Companys Board of
Directors and incurred by the Company or Buyer which is not
secured solely by the owned real property acquired in connection
with the Acquisition. If such additional pari passu
indebtedness is secured, then the Subordinated Loan Facility will
also be secured on a pari passu basis.

The Subordinated Loan Facility contains certain customary events
of default. If an event of default occurs, Seller will be
entitled to take various actions, including the acceleration of
amounts due under the Subordinated Loan Facility.

The description of the Subordinated Loan Facility set forth above
does not purport to be complete and is qualified in its entirety
by reference to the full text of the subordinated loan agreement,
a copy of which is filed by the Company as Exhibit 10.1 to this
Form 8-K and is incorporated by reference into this Item 1.01.

Commercial Agreements

In addition, on the Closing Date, Buyer and Seller entered into
(i) a Plasma Supply Agreement, to which Seller will supply
hyperimmune plasma to Buyer for the manufacture of Nabi-HB; and
(ii) a Plasma Purchase Agreement, to which Buyer will purchase
normal source plasma from Seller. Further, on the Closing Date,
the Company and Seller entered into (i) a First Amendment to
License Agreement (RSV immunoglobulin); (ii) a Fourth Amendment
to Plasma Purchase Agreement; and (iii) a Termination of the
Manufacturing and Supply Agreement and Master Services Agreement
(collectively with the agreements referred to in the immediately
preceding sentence, the Commercial
Agreements). In addition, on the Closing Date, Buyer
and Seller entered into a Transition Services Agreement, to which
each of Buyer and Seller agreed to provide transition services to
the other party, including services related to finance, human
resources, information technologies, and clinical and regulatory
services for a period of up to 24 months after the Closing Date;
as well as agreements to lease certain laboratory space within
the Boca Facility to Seller for a period of up to 24 months after
the Closing Date (the Transition Services
Agreement). Seller, the Company and ADMA Bio Centers
Georgia, Inc., a Delaware corporation and a subsidiary of the
Company (ADMA Bio Centers), entered into
a Purchase Agreement for the transfer of the assets of the
Company and ADMA Bio Centers that are exclusively used at the
plasma centers operated by ADMA Bio Centers as of the Closing
Date (the Biocenters Purchase Agreement).

The descriptions of the Commercial Agreements, Transition
Services Agreement and the Biocenters Purchase Agreement set
forth above do not purport to be complete and are qualified in
their entirety by reference to the Commercial Agreements,
Transition Services Agreement and the Biocenters Purchase
Agreement, copies of which will be filed with the Companys next
Form 10-Q.

Stockholders Agreement and Registration Rights Agreement

In addition, on the Closing Date, the Company and certain
stockholders of Seller entered into the Stockholders Agreement
and the Registration Rights Agreement, substantially in the form
previously filed by the Company as Annexes D and E to the
Companys definitive proxy statement filed on April 26, 2017, the
material terms of which are described in such proxy statement and
copies of which are filed as Exhibits 10.2 and 10.3,
respectively, to this Form 8-K.

Item 2.01. Completion of Acquisition or Disposition of
Assets.

On the Closing Date, the Company completed the Acquisition. At
the effective time of the Acquisition (the Effective
Time), Buyer assumed certain liabilities of Seller
related to the Business, including (without limitation) related
to (x) product liabilities, breach of warranty, product
complaints, product returns, post-market commitments, recalls,
adverse event reporting, product deviation reporting, lookbacks,
market withdrawals and field corrections or similar claims for
injury to person or property with respect to the Business or any
product of the Business to the extent such liabilities relate to
products manufactured and sold by Buyer after the closing (other
than inventory transferred to Buyer at the Effective Time, which
is allocated 50% to Buyer and 50% to Seller if not traceable to
acts or omissions of a particular party) and (y) other regulatory
matters, whether related to the pre-closing or post-closing
period and including any liabilities related to the products of
the Business, the FDA warning letter (i.e., the warning letter
issued by the FDA to Seller in connection with outstanding issues
requiring remediation at the Boca Facility), or noncompliance
with applicable laws and legal proceedings related to the
foregoing, but excluding such liabilities that arise out of any
fraud, willful misconduct or intentional misrepresentation by
Seller prior to the Effective Time (the Assumed
Liabilities).

Further, at the Effective Time, the Company delivered to Seller
an aggregate equity interest in the Company equal to fifty (50%),
less one (1) share, of the issued and outstanding capital stock
of the Company (calculated as of immediately following the
closing and on a post-closing issuance basis) (the
Biotest Equity Interest), consisting of
(x) the Companys common stock representing twenty-five percent
(25%) of the issued and outstanding common stock of the Company,
equal to 4,295,580 common shares and (y) non-voting common stock
equal to 8,591,160 shares of the Companys common stock
representing the balance of the Biotest Equity Interest which is
convertible into common stock of the Company upon the occurrence
of certain specified events.

The description of the Acquisition set forth above does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement, a copy of
which was filed by the Company as Exhibit 2.1 to the Companys
Current Report on Form 8-K filed on January 23, 2017, and is
incorporated by reference into this Item 2.01.

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth under Item 1.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 2.03.

Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Effective as of the Effective Time, the Companys Board of
Directors approved the increase of the number of authorized
directors from seven to eight and the appointment of Sellers
designee, Bernhard Ehmer, as director of the Company, in
accordance with the Stockholders Agreement.

Mr. Ehmer, age 62, has served as the chairman of the board of
management of Biotest since January 2015. Prior to joining
Biotest, from 2008 to 2012, Mr. Ehmer served as the president of
ImClone Systems Corporation, a wholly owned subsidiary of Eli
Lilly and Company, in the United States, and as a managing
director of ImClone Systems International in Germany,
respectively. From 2007 to 2008, Mr. Ehmer served as the chief
executive officer of Fresenius Biotech in Germany. From 2000
until 2005, Mr. Ehmer headed the Business Area Oncology of Merck
KgaA, Darmstadt (Merck KGaA). From 1998
until 2000, Mr. Ehmer was the head of Global Clinical Operations
at Merck KGaA. Between 1986 and 1998, Mr. Ehmer held various
functions at Boehringer Mannheim in Germany, Italy and Singapore.

Mr. Ehmer holds a degree in medicine and worked in Internal
Medicine at the Academic Teaching Hospital of the University of
Heidelberg with a focus on Cardiology/Intensive Care until he
joined the pharmaceutical industry in 1986.

Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

At the Effective Time, the Companys certificate of incorporation,
as in effect immediately prior to the Acquisition, was amended
and restated in the form previously filed as Annex B to the
Companys definitive proxy statement filed on April 26, 2017 (the
Amended and Restated Certificate of
Incorporation).

A copy of the Amended and Restated Certificate of Incorporation
is filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

About ADMA BIOLOGICS, INC. (NASDAQ:ADMA)

ADMA Biologics, Inc. is a late-stage biopharmaceutical company that develops, manufactures and intends to market specialty plasma-based biologics for the treatment and prevention of infectious diseases. The Company is engaged in the development and commercialization of human plasma and plasma-derived therapeutics. Its segments include Plasma Collection Centers, which includes its operations in Georgia; Research and Development, which includes its plasma development operations in New Jersey, and Corporate. Its targeted patient populations are immune-compromised individuals suffering from an underlying immune deficiency disorder or may be immune-suppressed for medical reasons. Its product candidates are intended to be used by physician specialists focused on caring for immune-compromised patients at risk of contracting infectious diseases. Its intravenous immunoglobulin product candidate, RI-002, is intended for the treatment of primary immune deficiency disease.