ADMA BIOLOGICS, INC. (NASDAQ:ADMA) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
|
Submission of Matters to a Vote of Security Holders |
ADMA Biologics, Inc. (the Company) held its Annual Meeting of
Stockholders (the Annual Meeting) on May 25, 2017. At the Annual
Meeting, the following matters were submitted to a vote of
stockholders:
| 1. |
The approval of 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, to which Buyer has agreed to acquire certain assets and assume certain liabilities constituting the therapy business of Seller. We refer to the foregoing transactions and the other transactions contemplated by the Purchase Agreement collectively as the Transaction, including the issuance to Seller of, as part of the consideration for the Transaction, an aggregate equity interest in the Company equal to fifty (50%), less one (1) share, of the issued and outstanding Company 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 the Companys common stock, $0.0001 par value per share (the Common Stock), representing twenty-five percent (25%) of the issued and outstanding Common Stock of the Company, and (y) 8,591,160 shares of non-voting common stock of the Company representing the balance of the Biotest Equity Interest, which is convertible into Common Stock of the Company upon the occurrence of certain specified events; |
| 2. |
The approval of the adoption of an amended and restated certificate of incorporation of the Company; |
| 3. |
The approval of the adoption of an amendment and restatement of the ADMA Biologics, Inc. 2014 Omnibus Incentive Compensation Plan; |
| 4. |
The election of two (2) Class I directors to serve until the Companys 2017 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified; |
| 5. |
The ratification of the appointment of CohnReznick LLP as the Companys independent registered public accounting firm for the year ending December 31, 2017; and |
| 6. |
The adjournment of the Annual Meeting, if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the time of the Annual Meeting to approve any of the other proposals presented. |
At the close of business on April 26, 2017, the record date for
the determination of stockholders entitled to vote at the Annual
Meeting, there were 12,886,741 shares of the Companys Common
Stock outstanding and entitled to vote at the Annual Meeting. The
holders of 10,557,623 shares of the Companys Common Stock were
represented in person or by proxy at the Annual Meeting,
constituting a quorum.
At the Annual Meeting, the two directors were elected, and the
other proposals submitted to stockholders were each approved.
Proposal No. 1 Approval of the Purchase
Agreement and the Transaction, including the issuance of the
Biotest Equity Interest
The vote with respect to the approval of the Purchase Agreement
and the Transaction, including the issuance of the Biotest Equity
Interest, was as follows:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 8,655,481 | 10,520 | 2,835 | 1,888,787 | |||||||||||
The Transaction is expected to close on or about June 5, 2017.
Proposal No. 2 Approval of the adoption
of an amended and restated certificate of incorporation of the
Company
The vote with respect to the approval of the adoption of an
amended and restated certificate of incorporation of the Company
was as follows:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 8,659,481 | 6,520 | 2,835 | 1,888,787 | |||||||||||
Proposal No. 3 Approval of the adoption
of an amendment and restatement of the ADMA Biologics, Inc. 2014
Omnibus Incentive Compensation Plan
The vote with respect to the approval of the adoption of an
amendment and restatement of the ADMA Biologics, Inc. 2014
Omnibus Incentive Compensation Plan was as follows:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 7,956,610 | 708,751 | 3,475 | 1,888,787 | |||||||||||
Proposal No. 4 Election of Class I
Directors
The vote with respect to the election of Class I directors was as
follows:
| Nominees | For | Withheld | Broker Non-Votes | |||||||||
| Dov A. Goldstein, M.D. | 8,505,700 | 163,136 | 1,888,787 | |||||||||
| Bryant E. Fong | 8,420,462 | 248,374 | 1,888,787 | |||||||||
Proposal No. 5 Ratification of the
Appointment of Independent Registered Public Accounting Firm
The vote with respect to the ratification of the appointment of
CohnReznick LLP as the Companys independent registered public
accounting firm for the year ending December 31, 2017 was as
follows:
| For | Against | Abstain | ||||||||
| 10,541,533 | 12,515 | 3,575 | ||||||||
Proposal No. 6 Adjournment of the Annual
Meeting, if Necessary
The vote with respect to the proposal to adjourn the Annual
Meeting, if necessary, to solicit additional proxies, in the
event that there are not sufficient votes at the time of the
Annual Meeting to approve any of the other proposals presented,
was as follows:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 8,641,996 | 23,265 | 3,575 | 1,888,787 | |||||||||||
| Item 8.01. | Other Events. |
On May 30, 2017, ADMA Biologics, Inc. (the Company), issued a
press release announcing that its stockholders voted to approve
the Transaction at the Annual Meeting.
The full text of the press release is filed as Exhibit 99.1 to
this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | ADMA Biologics, Inc. Press Release, dated May 30, 2017. |
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 up +0.49 at 3.99 with 36,128 shares trading hands.
