STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2023

STOCKHOLDERS' EQUITY [Abstract]

STOCKHOLDERS' EQUITY

8. STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is currently authorized to issue up to 10 million shares of preferred stock, $0.0001, par value per share. There were no shares of preferred stock outstanding at March 31, 2023 and December 31, 2022.

Common Stock

As of March 31, 2023 and December 31, 2022, the Company was authorized to issue 300,000,000 shares of its common stock, $0.0001 par value per share, and 222,262,588 and 221,816,930 shares of common stock were outstanding as of March 31, 2023 and December 31, 2022, respectively. After giving effect to the 48,356,592 shares reserved for outstanding warrants and awards issued or reserved for future issuance under the Company’s equity incentive plans, as of March 31, 2023 there were 29,380,820 shares of common stock available for issuance.

Warrants

In connection with the Hayfin Credit Agreement that the Company entered into on March 23, 2022 (see Note 7), the Company issued the Hayfin Warrants to purchase 9,103,047 shares of the Company’s common stock. The Hayfin Warrants were valued at $9.6 million using the Black-Scholes option-pricing model assuming an expected term of seven years, a volatility of 68.1%, a dividend yield of 0% and a risk-free rate of interest of 2.36%. At March 31, 2023 and December 31,2022, the Company had outstanding warrants to purchase an aggregate of 13,525,148 shares of common stock, with a weighted-average exercise price of $1.99 per share with expiration dates ranging between May 2023 and December 2030 (see Note 14).

Equity Incentive Plans

The fair value of stock options granted under the Company’s equity incentive plans was determined on the date of grant using the Black-Scholes option valuation model. The Black-Scholes model was developed for use in estimating the fair value of publicly traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of certain subjective assumptions including the expected stock price volatility. The stock options granted to employees and directors have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate. The following assumptions were used to determine the fair value of options granted during the three months ended March 31, 2023 and 2022:

	Three Months Ended March 31,
	2023			2022
Expected term	5.5 - 6.3 years			5.5 - 6.3 years
Volatility		68	%		68	%
Dividend yield		0.0			0.0
Risk-free interest rate		4.20-4.24	%		1.72-1.73	%

On June 21, 2022, the Company’s stockholders approved the ADMA Biologics, Inc. 2022 Compensation Plan (the “2022 Equity Plan”), which replaced the ADMA Biologics, Inc. 2014 Omnibus Incentive Compensation Plan.  Approval of the 2022 Equity Plan resulted in approximately 18 million additional shares of the Company’s common stock being reserved for future awards. During the three months ended March 31, 2023 and 2022, the Company granted options to purchase an aggregate of 1,727,510 and 1,194,032 shares of common stock, respectively, to its directors and employees.  The weighted average remaining contractual life of stock options outstanding and expected to vest at March 31, 2023 is 6.6 years. The weighted average remaining contractual life of stock options exercisable at March 31, 2023 is 5.3 years. During the three months ended March 31, 2023, options to purchase 5,416 shares of common stock were exercised in a cashless transaction resulting in the issuance of 2,443 shares of common stock.

A summary of the Company’s option activity under the Company’s equity incentive plans and related information is as follows:

				Weighted
				Average
	Shares			Exercise Price
Options outstanding, vested and expected to vest at December 31, 2022		8,256,211		$	3.37
Forfeited		(15,555	)	$	2.29
Expired		(17,047	)	$	7.06
Granted		1,727,510		$	3.35
Exercised		(5,416	)	$	2.08
Options outstanding, vested and expected to vest at March 31, 2023		9,945,703		$	3.36
Options exercisable		6,660,313		$	3.67

As of March 31, 2023, the Company had $5.6 million of unrecognized compensation expense related to options granted under the Company’s equity incentive plans, which is expected to be recognized over a weighted-average period of 3.0 years.

During the three months ended March 31, 2023 and 2022, the Company granted RSUs representing an aggregate of 2,666,260 and 1,059,266 shares, respectively, to certain employees of the Company and to members of its Board of Directors. These RSUs generally vest annually over a period of four years for employees and semi-annually over a period of one year for directors. During the three months ended March 31, 2023, an aggregate of 628,283 shares of common stock vested in connection with grants of RSUs. With respect to these vested RSUs, 185,068 shares valued at approximately $0.6 million were withheld by the Company to cover employees’ tax liabilities. These shares were no longer outstanding as of March 31, 2023. A summary of the Company’s unvested RSU activity and related information is as follows:

				Weighted
				Average Grant
	Shares			Date Fair Value
Balance at December 31, 2022		2,866,987		$	1.59
Granted		2,666,260		$	3.35
Vested		(628,283	)	$	1.76
Forfeited		(29,500	)	$	1.25
Balance at March 31, 2023		4,875,464		$	2.53

As of March 31, 2023, the Company had $12.0 million of unrecognized compensation expense related to unvested RSUs granted under the Company’s equity incentive plans, which is expected to be recognized over a weighted-average period of 3.4 years.

Total stock-based compensation expense for all awards granted under the Company’s equity incentive plans for the three months ended March 31, 2023 and 2022 is as follows:

	Three Months Ended March 31,
	2023		2022
Research and development	$	5,385	$	4,671
Plasma center operating expenses		23,055		21,052
Selling, general and administrative		978,124		1,517,602
Cost of product revenue		103,602		98,063
Total stock-based compensation expense	$	1,110,166	$	1,641,388