0001140361-24-017372.txt : 20240402 0001140361-24-017372.hdr.sgml : 20240402 20240402210023 ACCESSION NUMBER: 0001140361-24-017372 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240401 FILED AS OF DATE: 20240402 DATE AS OF CHANGE: 20240402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kestenberg-Messina Kaitlin M. CENTRAL INDEX KEY: 0002017423 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36728 FILM NUMBER: 24816634 MAIL ADDRESS: STREET 1: 5800 PARK OF COMMERCE BLVD. NW, CITY: BOCA RATON STATE: FL ZIP: 33487 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ADMA BIOLOGICS, INC. CENTRAL INDEX KEY: 0001368514 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 562590442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 3 1 form3.xml FORM 3 X0206 3 2024-04-01 0 0001368514 ADMA BIOLOGICS, INC. ADMA 0002017423 Kestenberg-Messina Kaitlin M. C/O ADMA BIOLOGICS, INC. 5800 PARK OF COMMERCE BLVD. NW, BOCA RATON FL 33487 true COO and SVP, Compliance Common Stock 114275 D Restricted Stock Units 0 Common Stock 5000 D Restricted Stock Units 0 Common Stock 25000 D Restricted Stock Units 0 Common Stock 20000 D Restricted Stock Units 0 Common Stock 71250 D Restricted Stock Units 0 Common Stock 30000 D Stock Option (Right to Buy) 10.8 2025-01-30 Common Stock 5000 D Stock Option (Right to Buy) 8.98 2025-07-30 Common Stock 2500 D Stock Option (Right to Buy) 5 2027-02-14 Common Stock 5000 D Stock Option (Right to Buy) 4.72 2028-05-03 Common Stock 5000 D Stock Option (Right to Buy) 5.94 2028-10-09 Common Stock 6650 D Stock Option (Right to Buy) 4.31 2029-06-05 Common Stock 1563 D Stock Option (Right to Buy) 4.31 2029-06-05 Common Stock 937 D Stock Option (Right to Buy) 2.59 2030-03-10 Common Stock 20876 D Stock Option (Right to Buy) 2.83 2030-08-19 Common Stock 13334 D Stock Option (Right to Buy) 2.35 2031-02-25 Common Stock 30000 D Stock Option (Right to Buy) 1.55 2031-07-19 Common Stock 10000 D Includes 114,275 shares acquired pursuant to the vesting of restricted stock units ("RSUs"). On February 25, 2021, the Company granted the reporting person 20,000 RSUs, 5,000 of which are currently unvested, with 25% vesting on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting. On September 28, 2021, the Company granted the reporting person 100,000 RSUs, 25,000 of which are currently unvested, with 50% vesting on December 31, 2022 and the remaining vesting quarterly from March 31, 2023 to December 31, 2024, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting. On March 7, 2022, the Company granted the reporting person 40,000 RSUs, 20,000 of which are currently unvested, with 25% vesting on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting. On March 6, 2023, the Company granted the reporting person 95,000 RSUs, 71,250 of which are currently unvested, with 25% vesting on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting. On July 24, 2023, the Company granted the reporting person 30,000 RSUs, all of which remain unvested, with 25% vesting on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting. The incentive stock options were granted to the reporting person on January 30, 2015, which are fully vested in accordance with the Amended and Restated ADMA Biologics, Inc. 2014 Omnibus Incentive Compensation Plan (the "Plan"). The incentive stock options were granted to the reporting person on July 30, 2015, which are fully vested in accordance with the Plan. The incentive stock options were granted to the reporting person on February 14, 2017, which are fully vested in accordance with the Plan. The incentive stock options were granted to the reporting person on May 3, 2018, which are fully vested in accordance with the Plan. The incentive stock options were granted to the reporting person on October 9, 2018, which are fully vested in accordance with the Plan. The incentive stock options were granted to the reporting person on June 5, 2019, which are fully vested in accordance with the Plan. The non-qualified stock options were granted to the reporting person on June 5, 2019, which are fully vested in accordance with the Plan. The incentive stock options were granted to the reporting person on March 10, 2020, which are fully vested in accordance with the Plan. The incentive stock options were granted to the reporting person on August 19, 2020, 2,084 of which are currently unvested. The options vest over four years with 25% of the shares of common stock underlying the options vesting on the one-year anniversary of the date of grant and the remaining 75% of such shares vesting monthly in equal installments over the next three years, subject to the reporting person's continued service as of the applicable vesting date. The incentive stock options were granted to the reporting person on February 25, 2021, 6,875 of which are currently unvested. The options vest over four years with 25% of the shares of common stock underlying the options vesting on the one-year anniversary of the date of grant and the remaining 75% of such shares vesting monthly in equal installments over the next three years, subject to the reporting person's continued service as of the applicable vesting date. The incentive stock options were granted to the reporting person on July 19, 2021, 3,334 of which are currently unvested. The options vest over four years with 25% of the shares of common stock underlying the options vesting on the one-year anniversary of the date of grant and the remaining 75% of such shares vesting monthly in equal installments over the next three years, subject to the reporting person's continued service as of the applicable vesting date. Exhibit 24 - Power of Attorney /s/ Kaitlin M. Kestenberg-Messina, by Adam S. Grossman as attorney-in-fact 2024-04-02 EX-24 2 ef20025761_ex24.htm EXHIBIT 24
Exhibit 24

LIMITED POWER OF ATTORNEY
FOR SECTION 16(a) REPORTING
 
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Adam S. Grossman, President and Chief Executive Officer, and Michael A. Goldstein, Senior Director, General Counsel, of ADMA Biologics, Inc. (the “Company”), and each of them, as the undersigned’s true and lawful attorney-in-fact (the “Attorney-in Fact”), with full power of substitution and resubstitution, with the power to act alone for the undersigned and in the undersigned’s name, place and stead, in any and all capacities to:
 
1.          prepare, execute and submit to the Securities and Exchange Commission (“SEC”), any national securities exchange and the Company any and all reports (including any amendment thereto) of the undersigned required or considered advisable under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations thereunder, with respect to the equity securities of the Company, including Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership), and Form 5 (Annual Statement of Changes in Beneficial Ownership); and
 
2.          seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.
 
The undersigned acknowledges that:
 
1.          this Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his discretion on information provided to such Attorney-in-Fact without independent verification of such information;
 
2.          any documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his discretion, deems necessary or desirable;
 
3.         neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and
 
4.          this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 16 of the Exchange Act, including, without, limitation, the reporting requirements under Section 16(a) of the Exchange Act.
 
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or convenient to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his substitute or substitutes, shall lawfully do or cause to be done by authority of this Limited Power of Attorney.
 
This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.
 
This Limited Power of Attorney shall be governed by and construed in accordance the laws of the State of Delaware without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
 
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of March 28, 2024.

 
Signature:
 /s/ Kaitlin M. Kestenberg  
 
Print Name:
Kaitlin M. Kestenberg