0000950142-17-002044.txt : 20171116 0000950142-17-002044.hdr.sgml : 20171116 20171116160530 ACCESSION NUMBER: 0000950142-17-002044 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171116 DATE AS OF CHANGE: 20171116 GROUP MEMBERS: AISLING CAPITAL II, LP GROUP MEMBERS: AISLING CAPITAL PARTNERS LLC GROUP MEMBERS: AISLING CAPITAL PARTNERS, LP GROUP MEMBERS: ANDREW SCHIFF GROUP MEMBERS: DENNIS PURCELL GROUP MEMBERS: STEVE ELMS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADMA BIOLOGICS, INC. CENTRAL INDEX KEY: 0001368514 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 562590442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82025 FILM NUMBER: 171208075 BUSINESS ADDRESS: STREET 1: C/O ADMA BIOLOGICS, INC. STREET 2: 465 STATE ROUTE 17 CITY: RAMSEY STATE: NJ ZIP: 07446 BUSINESS PHONE: (201) 478-5552 MAIL ADDRESS: STREET 1: C/O ADMA BIOLOGICS, INC. STREET 2: 465 STATE ROUTE 17 CITY: RAMSEY STATE: NJ ZIP: 07446 FORMER COMPANY: FORMER CONFORMED NAME: R&R ACQUISITION VI, INC DATE OF NAME CHANGE: 20060707 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aisling Capital II LP CENTRAL INDEX KEY: 0001350778 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 88 SEVENTH AVE 30TH FL CITY: NEW YORK STATE: NY ZIP: 10106 MAIL ADDRESS: STREET 1: 88 SEVENTH AVE 30TH FL CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 eh1701147_13da3-adma.htm AMENDMENT NO. 3 Submission Proof - I:\Edgar\Aisling Capital II, LP\Current Projects\eh1700205_13da2\eh1700205_13da2-adma.gfp
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
(Rule 13d-102)
 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 3)*


ADMA Biologics, Inc.
(Name of Issuer)


Common Stock, par value $0.0001 per share
(Title of Class of Securities)


000899 104
(CUSIP Number)

Robert J. Wenzel
Aisling Capital
888 Seventh Avenue, 12th Floor
New York, NY 10106
(212) 651-6380
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


November 13, 2017
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
CUSIP No.  000899 104
 SCHEDULE 13D
Page 2 of 12

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital II, LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
3,608,171
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
3,608,171
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,608,171
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
CUSIP No.  000899 104
 SCHEDULE 13D
Page 3 of 12

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners, LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
3,608,171
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
3,608,171
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,608,171
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
CUSIP No.  000899 104
 SCHEDULE 13D
Page 4 of 12

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
3,608,171
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
3,608,171
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,608,171
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
CUSIP No.  000899 104
 SCHEDULE 13D
Page 5 of 12

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steve Elms
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,608,171
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,608,171
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,608,171
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
CUSIP No.  000899 104
 SCHEDULE 13D
Page 6 of 12
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Dennis Purcell
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,608,171
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,608,171
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,608,171
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
CUSIP No.  000899 104
 SCHEDULE 13D
Page 7 of 12

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Andrew Schiff
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 ☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,608,171
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,608,171
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,608,171
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.0%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
CUSIP No.  000899 104
 SCHEDULE 13D
Page 8 of 12

Item 1.
Security and Issuer.
 
This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D (“Schedule 13D Statement”) as previously filed with the Securities Exchange Commission by the undersigned Reporting Persons on February 22, 2012 and subsequently amended on October 23, 2013 and January 24, 2017, with respect to common stock, par value $0.0001 per share (“Common Stock”).  The principal executive offices of ADMA Biologics, Inc. (the “Issuer”) are located at 465 State Route 17, Ramsey, New Jersey.
 
This Amendment No. 3 is being filed to report a reduction in the Reporting Person's benefical ownership percentage solely due to an increase in the number of shares of the Issuer’s Common stock outstanding resulting from the issuance of new shares of Common Stock to third parties upon closing of the Issuer’s underwritten offering reported on November 13, 2017, and not as a result of any acquisition or disposition of shares of Common Stock by the Reporting Persons.
 
Item 2. 
Identity and Background.
 
No material change.
 
Item 3. 
Source and Amount of Funds or Other Consideration.
 
No material change.
 
Item 4. 
Purpose of Transaction.
 
No material change.
 
CUSIP No.  000899 104
 SCHEDULE 13D
Page 9 of 12

 
Item 5. 
Interest in Securities of the Issuer.

 Item 5(a) is hereby amended and restated as follows: 

   (a)           The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on 45,316,659 shares of the Issuer’s common stock issued and outstanding, based upon 42,770,148 shares of common stock to be outstanding following the Issuer's offering described in its 424 (b) prospectus filed November 9, 2017 and the subsequent issuance of an additional 2,546,511 shares to the underwriters of such offering as described in the Issuer's current report on Form 8-K filed November 13, 2017. Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 3,608,171 shares of Common Stock, constituting approximately 8.0% of the outstanding shares of Common Stock.
 
 
 
CUSIP No.  000899 104
 SCHEDULE 13D
Page 10 of 12

 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
No material change.
 
 
CUSIP No.  000899 104
 SCHEDULE 13D
Page 11 of 12

 
Item 7. 
Material to be Filed as Exhibits.
 
 
Exhibit 1:
Joint Filing Agreement dated as of October 22, 2013, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).
 
 
Exhibit 3:
 Voting Agreement, dated as of  January 21, 2017, by and among Aisling and ADMA Biologics (previously filed).
 
 
 
 
 
CUSIP No.  000899 104
 SCHEDULE 13D
Page 12 of 12

 
SIGNATURE
 
   After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
   Date:     November 16, 2017
 
 
 
AISLING CAPITAL II, LP
 
 
 
 
 
 
 
By:
Aisling Capital Partners, LP
General Partner
 
 
 
 
 
 
By:
Aisling Capital Partners LLC
General Partner
 
 
 
 
 
 
 
 
By: 
/s/ Dennis Purcell 
 
 
 
 
Name: Dennis Purcell 
 
 
 
 
Title:   Managing Member 
 
 
 
 
 
AISLING CAPITAL PARTNERS, LP
 
 
 
 
 
 
 
By:
Aisling Capital Partners LLC
General Partner
 
 
 
 
 
 
 
By: 
/s/ Dennis Purcell 
 
 
 
 
Name: Dennis Purcell 
 
 
 
 
Title:   Managing Member 
 
 
 
 
 
AISLING CAPITAL PARTNERS LLC
 
 
 
 
 
 
 
 
By: 
/s/ Dennis Purcell 
 
 
 
 
Name: Dennis Purcell 
 
 
 
 
Title:   Managing Member 
 
 
 
 
 
 
 
 
 
/s/ Steve Elms
 
 
 
 
Steve Elms
 
 
 
 
 
 
 
 
 
/s/ Dennis Purcell
 
 
 
 
Dennis Purcell
 
 
 
 
 
 
 
 
 
/s/ Andrew Schiff
 
 
 
 
Andrew Schiff
 
  
Attention.  Intentional  misstatements  or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).