ADMA BIOLOGICS, INC. (NASDAQ:ADMA) Files An 8-K Other Events

ADMA BIOLOGICS, INC. (NASDAQ:ADMA) Files An 8-K Other Events

Item 8.01. Other Events.

ADMA Biologics, Inc. (ADMA, we, us, our or the Company) is making
the following supplemental disclosures (this Proxy Supplement) to
the definitive proxy statement on Schedule 14A (the Proxy
Statement) filed with the U.S. Securities and Exchange Commission
(the SEC) by the Company on April 26, 2017 to provide additional
information relating to the Master Purchase and Sale Agreement
(as amended, restated, supplemented or otherwise modified from
time to time, the Purchase Agreement) by and among the Company,
the Companys wholly-owned subsidiary, ADMA BioManufacturing, LLC,
a Delaware limited liability company (Buyer), 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
Buyer has agreed to acquire certain assets and assume certain
liabilities constituting the therapy business of Seller (the BPC
Therapy Business Unit). We refer to the foregoing transactions
and the other transactions contemplated by the Purchase Agreement
collectively in this proxy statement as the Transaction including
the issuance to Seller of, as part of the consideration for the
Transaction, an aggregate equity interest in ADMA equal to fifty
(50%), less one (1) share, of the issued and outstanding ADMA
capital stock (calculated as of immediately following the closing
of the Transaction and on a post-closing issuance basis) (the
Biotest Equity Interest), consisting of (x) 4,295,580 shares of
ADMA common stock representing twenty-five percent (25%) of the
issued and outstanding common stock of ADMA and (y) 8,591,160
shares of ADMA non-voting common stock representing the balance
of the Biotest Equity Interest, which is convertible into common
stock of ADMA upon the occurrence of certain specified events as
further described in The Charter Proposal (the Stock Issuance
and, collectively with the Transaction, the Transaction
Proposal);

Following the filing of the Proxy Statement with the SEC, the
Company received a filing for a putative class action lawsuit
relating to the Transaction in the United States District Court
for the District of New Jersey on behalf of an alleged class of
the Companys public stockholders against the Company and the
members of the Companys Board of Directors to Sections 14(a) and
20(a) of the Securities Exchange Act of 1934: Johnathan
English v. ADMA Biologics, Inc., et al., Case
2:17-cv-03128-SDW-LDW (D. N.J.)(the Lawsuit). The complaint in
the Lawsuit generally alleges that the Proxy Statement omitted
certain material information and seeks, among other remedies, to
enjoin the Transaction.

The Company believes that the claims asserted in the Lawsuit are
without merit. However, in order to alleviate the costs, risks
and uncertainties inherent in litigation and provide additional
information to its stockholders, the Company is providing the
additional disclosures set forth below. To the extent that
information set forth below differs from information contained in
the Proxy Statement, the information set forth below supersedes
such information contained in the Proxy Statement. Nothing in
this Current Report on Form 8-K shall be deemed an admission of
the legal necessity or materiality under applicable laws of any
of the disclosures set forth herein. To the contrary, the Company
specifically denies all allegations in the Lawsuit that any
additional disclosure was or is required. These supplemental
disclosures will not affect the consideration to be paid by the
Company in the Transaction or the timing of the annual meeting of
stockholders of the Company, which will be held at 9:00 a.m.
Eastern Time on May 25, 2017 at the offices of Paul, Weiss,
Rifkind, Wharton Garrison LLP at 1285 Avenue of the Americas, New
York, NY 10019.

Except as otherwise set forth below, the information set forth in
the Proxy Statement remains unchanged, and defined terms used in
the supplemental disclosures below but not otherwise defined in
this Current Report on Form 8-K have the meanings ascribed to
such terms in the Proxy Statement.

The Companys board of directors unanimously recommends that the
Companys stockholders vote FOR the Transaction Proposal and FOR
the other proposals being considered at the annual meeting.

***

SUPPLEMENT TO PROXY STATEMENT

1.

The following sentence shall be added immediately after (i) the first sentence of the second paragraph under the heading Risk Factors: Risks Related to the Transaction: We may not realize the strategic and financial benefits currently anticipated from the Transaction. on page 17 and (ii) the second sentence under the heading Commitments and Contingencies: Contract filler agreement contained in Note 11, Commitments and Contingencies of the BPC Therapy Business Units Notes to Carve-Out Financial Statements on page 159 of the Proxy Statement:

Currently, ADMA is in negotiations with the contract filler to
perform services for the Boca Facility. However, ADMA already has
an agreement in place with the same contract filler which will be
in place after consummating the Transaction, thereby eliminating
the risk of any interruption of services on a post-closing basis.

2.	The following sentence shall be added immediately prior to the first paragraph under the heading Purchase Price Allocation in the Notes to Unaudited Pro Forma Combined Financial Statements under Note 2 on page 54 of the Proxy Statement:

An independent real estate valuation expert was engaged to value
the Boca Facility, including the land and building. A value of
$20,000,000 was apprised to the Boca Facility, less $811,000 of
building depreciation, for an aggregate value of $19,189,000,
which amount is captured in the estimated preliminary purchase
price in the Notes to Unaudited Pro Forma Combined Financial
Statements under Note 2, Purchase Price Allocation.

3.	The following paragraph shall be added immediately after the last sentence of the fourth bullet of the second paragraph under the heading ADMAs Reasons for the Transaction on page 61 of the Proxy Statement:

The expected significant synergies relate to the savings in third
party manufacturing fees which ADMA would, without giving effect
to the Transaction, be obligated to pay Biotest. These
obligations yielded a forecasted gross margin of approximately
40-50% for ADMAs lead product candidate, RI-002. Management
believes, following the consummation of the Transaction, the cost
savings resulting from the expected significant synergies will
yield an approximate 60-70% gross margin for RI-002.
Notwithstanding the foregoing, management further believes there
will be additional cost savings relating to certain personnel
synergies and expected headcount reductions.

4.

The first sentence of the second paragraph under the heading None of ADMA, Buyer, Biotest, Seller, or any of their respective affiliates or representatives assumes any responsibility for the validity, reasonableness, accuracy or completeness of the Company financial projections, nor do they make any representation or warranty regarding the Company financial projections on page 76 of the Proxy Statementis hereby revised, supplemented and replaced in its entirety as follows:

The Company financial projections were prepared by the Companys
management with input from, and in participation with, the
Biotest management team and solely for internal purposes.

5.	The bulleted list of Selected New ADMA Comparable Companies after the first paragraph under the heading Selected Companies Analysis of New ADMA on page 80 of the Proxy Statementis hereby revised, supplemented and replaced in its entirety as follows:

	TEV /
	Revenue
Company	2016E (1)
Emergent BioSolutions Inc.	2.7x
Pacira Pharmaceuticals, Inc.	4.2x
Supernus Pharmaceuticals, Inc.	5.4x
Acorda Therapeutics, Inc.	2.0x
ProMetic Life Sciences Inc.	NM
Momenta Pharmaceuticals, Inc.	7.2x
INSYS Therapeutics, Inc.	1.9x
Rockwell Medical, Inc.	5.1x
Spectrum Pharmaceuticals, Inc.	1.9x
Arena Pharmaceuticals, Inc.	4.7x
Kamada Ltd.	2.2x
ImmunoGen, Inc.	1.5x

(1) Total enterprise value represents market capitalization on a
fully diluted basis at close on 12/30/16 plus debt and preferred
equity, less cash, adjusted for in-the-money options, warrants
and convertible debt.

6.	The following paragraph shall be added immediately after the fifth paragraph under the heading Additional Considerations on page 82 of the Proxy Statement:

During the two years preceding the date of the Raymond James
written Opinion, the Company paid Raymond James (i) a total fee
of $540,960 in connection with Raymond James services as sole
bookrunning manager for the Companys March 2015 underwritten
equity offering, (ii) a total fee of $594,090 in connection with
Raymond James services as sole bookrunning manager for the
Companys April 2016 underwritten equity offering, and (iii) a
total fairness opinion fee of $650,000 in connection with the
proposed Transactions, resulting in an aggregate of $1,785,050 in
fees paid to Raymond James.

* * *

FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this report. These
forward-looking statements relate to outlooks or expectations for
earnings, revenues, expenses or other future financial or
business performance, strategies or expectations, or the impact
of legal or regulatory matters on business, results of operations
or financial condition. Specifically, forward-looking statements
may include statements relating to (among other things): (i) the
structure, timing and completion of the Transaction; (ii) the
capitalization, liquidity, resources and ownership structure of
the combined company; (iii) the nature, strategy and focus of the
combined company; (iv) the safety, efficacy and projected
development timeline and commercial potential of any product
candidates; (v) the expected benefits and potential value created
by the Transaction; (vi) future economic conditions or
performance; (vii) management and governance structure of the
combined company; (viii) approval and closing of the Transaction;
(ix) voting by ADMAs stockholders in connection with matters
relating to the Transaction; (x) voting by ADMAs stockholders in
connection with matters relating to the Transaction; and (xi) our
belief and assumptions underlying any of the foregoing.

These statements relate to future events and involve known and
unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by these forward-looking statements. Factors
that may cause actual results to differ materially from current
expectations include, among other things, those listed under
Risk Factors beginning on page17 and elsewhere in this
report and the risk factors disclosed in our fiscal 2016 Annual
Report on Form 10-K.

Any forward-looking statement included or incorporated by
reference in this report reflects our current views with respect
to future events and is subject to these and other risks,
uncertainties and assumptions relating to our operations, results
of operations, industry and future growth. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. These forward-looking statements
speak only as of the dates such statements are made. Except as
required by law, we assume no obligation to update or revise
these forward-looking statements for any reason, even if new
information becomes available in the future.

This report contains and/or incorporates by reference estimates,
projections and other information concerning our industry, our
business and the markets for certain drugs, including data
regarding the estimated size of those markets, their projected
growth rates and the incidence of certain medical conditions.
Information that is based on estimates, forecasts, projections or
similar methodologies is inherently subject to uncertainties, and
actual events or circumstances may differ materially from events
and circumstances reflected in this information. Unless otherwise
expressly stated, we obtained this industry, business, market and
other data from reports, research surveys, studies and similar
data prepared by third parties, industry, medical and general
publications, government data and similar sources. In some cases,
we do not expressly refer to the sources from which this data is
derived. In that regard, when we refer to one or more sources of
this type of data in any paragraph, you should assume that other
data of this type appearing in the same paragraph is derived from
the same sources, unless otherwise expressly stated or the
context otherwise requires.

Additional factors that could cause actual results to differ
materially from those expressed in the forward-looking statements
are discussed in reports filed with the SEC by ADMA. See
Where You Can Find Additional Information and Incorporation
by Reference below.

***

WHERE YOU CAN FIND ADDITIONAL INFORMATION AND
INCORPORATION BY REFERENCE

We are subject to the informational requirements of the Exchange
Act, and are required to file reports, any proxy statements and
other information with the SEC. Any reports, statements or other
information that we file with the SEC, including this report, may
be inspected and copied at the public reference facilities
maintained by the SEC at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. Copies of this material can also be
obtained upon written request from the Public Reference Section
of the SEC at its principal office in Washington, D.C. 20549, at
prescribed rates or from the SECs website on the Internet
atwww.sec.gov, free of charge. Please call the SEC at
1-800-SEC-0330 for further information on public reference rooms.

We have not authorized anyone to provide you with information
that differs from that contained in this report. You should not
assume that the information contained in this report is accurate
as on any date other than the date of the proxy statement, and
neither the mailing of this report to our stockholders nor the
consummation of the Transaction shall create any implication to
the contrary.

This report does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities, or the
solicitation of a proxy, in any jurisdiction to or from any
person to whom it is not lawful to make any such offer or
solicitation in such jurisdiction.

This report incorporates by reference our Annual Report on Form
10-K for the year ended December 31, 2016 that we previously
filed with the SEC (File
No.001-36728);provided,however, that we are not
incorporating by reference Part III thereof and any documents,
portions of documents or information deemed to have been
furnished and not filed in accordance with SEC rules.

In addition, we are incorporating by reference herein any future
filings we make with the SEC under Section11, 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this report and prior
to the date of the Annual Meeting. Such documents are considered
to be a part of this report, effective as of the date such
documents are filed. In the event of conflicting information in
these documents, the information in the latest filed document
should be considered correct.

You can obtain any of the documents listed above from the SEC,
through the website of the SEC at the address described above or
from ADMA by requesting them in writing or by telephone at the
following address:

ADMA BIOLOGICS, INC.

465 State Route 17 South

Ramsey, New Jersey 07446

Attention: Office of the Secretary

Telephone: (201) 478-5552

***

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. ADMA BIOLOGICS, INC. (NASDAQ:ADMA) Recent Trading Information
ADMA BIOLOGICS, INC. (NASDAQ:ADMA) closed its last trading session down -0.30 at 4.10 with 22,902 shares trading hands.