STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2024

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 December 31, 2024 and 2023.

Common Stock

As of December 31, 2024 and 2023, the Company was authorized to issue 300,000,000 shares of its common stock, $0.0001 par value per share, and 236,620,545 and 226,063,032 shares of common stock were outstanding as of December 31, 2024 and 2023, respectively.  After giving effect to shares reserved for the issuance of warrants and for awards issued under the Company’s equity incentive plans, 36,093,118 shares of common stock were available for issuance as of December 31, 2024.

During the years ended December 31, 2024, 2023 and 2022, outstanding stock options aggregating to 1,988,066, 1,444,533 and 68,679 shares, respectively, of common stock were exercised, and the Company received net proceeds from the exercises of approximately $7.5 million, $1.1 million and $0.2 million, respectively.

On December 9, 2022, the Company completed an underwritten public offering whereby the Company issued 24,125,873 shares of its common stock. Net proceeds after underwriting discounts and expenses associated with the offering were approximately $64.6 million and were used to accelerate commercialization and production activities, complete plasma center buildouts and obtain FDA approvals, to conclude post‑FDA marketing approval research and development projects, and for working capital, capital expenditures and general corporate purposes.

Warrants

During the year ended December 31, 2024, several of the Company’s former noteholders exercised an aggregate of 11,308,702 warrants in cashless exercise transactions resulting in the Company issuing 7,224,892 shares of its common stock. Also during the year ended December 31, 2024, warrants to purchase 227,650 shares of common stock that had been issued to former noteholders of the Company expired in accordance with their terms.

On June 16, 2023, various entities affiliated with Hayfin exercised 3,388,686 Hayfin Warrants in a cashless exercise transaction resulting in the Company issuing 1,967,847 shares of its common stock to such entities. On May 1, 2023 the Company issued the Hayfin Second Amendment Warrants (see Note 7), which were valued at $5.6 million using the Black-Scholes option-pricing model assuming an expected term of seven years, a volatility of 67.8%, a dividend yield of 0% and a risk-free rate of interest of 3.62%.

On March 23, 2022, the Company issued the Hayfin Warrants, whereby affiliates of Hayfin may purchase an aggregate of 9,103,047 shares of common stock at an exercise price of $1.6478 per share (see Note 7). The Hayfin Warrants were valued at $9.6 million, using the Black-Scholes option pricing model assuming an expected term of 7 years, a volatility of 68.1%, a dividend yield of 0% and a risk-free interest rate of 2.36%. During the year ended December 31, 2022, warrants to purchase 106,059 shares of common stock that had been issued to former noteholders of the Company expired.

At December 31, 2024 and 2023, the Company had outstanding warrants to purchase an aggregate of 966,554 and 12,502,906 shares, respectively, of common stock, with a weighted average exercise price of $1.98 and $2.32 per share, respectively, and expiration dates ranging between March 2029 and May 2030. The following table summarizes information about warrants outstanding as of December 31, 2024, 2023 and 2022:

	Shares			Weighted Average Exercise Price
Warrants outstanding at December 31, 2021		4,528,160		$	2.82
Expired		(106,059	)	$	8.23
Granted		9,103,047		$	1.65
Exercised		-		$	-
Warrants outstanding at December 31, 2022		13,525,148		$	1.99
Expired		(24,800	)	$	6.37
Granted		2,391,244		$	3.26
Exercised		(3,388,686	)	$	1.65
Warrants outstanding at December 31, 2023		12,502,906		$	2.32
Expired		(227,650	)	$	4.21
Granted		-		$	-
Exercised		(11,308,702	)	$	2.31
Warrants outstanding at December 31, 2024		966,554		$	1.98

Equity Incentive Plans

On June 21, 2022, the Company’s stockholders approved the ADMA Biologics, Inc. 2022 Compensation Plan (the “2022 Equity Plan”), which replaced the Company’s Amended and Restated 2014 Omnibus Incentive Compensation Plan (the “2014 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. The 2022 Equity Plan provides for the Company’s Board of Directors (the “Board”) or a Committee of the Board (the “Committee”) to grant awards to grantees and to determine the exercise price, vesting term, expiration date and all other terms and conditions of the awards, including acceleration of the vesting of an award at any time. Any options granted under the 2022 Equity Plan are intended to be Incentive Stock Options (“ISOs”), unless specified by the Committee to be Non-Qualified Options (“NQOs”) as defined by the Internal Revenue Code. ISOs and NQOs may be granted to employees, consultants or Board members at an option price not less than the fair market value of the common stock subject to the stock option agreement. Shares issued in connection with the exercise of stock options or the vesting of RSUs are newly issued shares.

For the years ended December 31, 2024, 2023 and 2022, the Company granted options to purchase an aggregate of 1,531,635, 1,826,380 and 1,194,032 shares, respectively, of common stock to employees and directors under the 2022 Equity Plan and 2014 Plan. During the year ended December 31, 2024, options to purchase 2,020,142 shares of common stock were exercised, for which 32,076 shares were withheld to cover the aggregate exercise prices and payroll taxes, and the Company received aggregate net exercise proceeds of $7.5 million. During the year ended December 31, 2023, options to purchase 3,814,122 shares of common stock were exercised, for which 2,109,722 shares were withheld to cover the aggregate exercise prices and 259,867 shares were withheld to cover payroll taxes, and the Company received aggregate net exercise proceeds of $1.1 million.

The fair value of stock options granted was determined on the date of grant using the Black-Scholes model. The Black-Scholes option pricing model was developed for use in estimating the fair value of publicly traded options, which have no vesting restrictions and are fully transferable. The Company’s employee stock options have characteristics significantly different from those of traded options, and changes in the underlying Black-Scholes assumptions can materially affect the fair value estimate. To determine the risk-free interest rate, the Company utilized the U.S. Treasury yield curve in effect at the time of the grant with a term consistent with the term of the awards granted by the Company. The expected term of all options granted is in accordance with Staff Accounting Bulletins 107 and 110, which is based on the average between vesting terms and contractual terms as the Company had a limited history of option exercises prior to the middle of fiscal 2023. The expected dividend yield reflects the Company’s current and expected future policy for dividends on the Company’s common stock. For the years ended December 31, 2024, 2023 and 2022, the expected stock price volatility for the Company’s stock options was calculated by examining the historical volatility of the Company’s common stock since the stock became publicly traded in the fourth quarter of 2013.

The grant date fair values of stock options awarded during the years ended December 31, 2024, 2023 and 2022 were determined using the Black-Scholes option pricing model with the following assumptions:

	Years Ended
	December 31, 2024			December 31, 2023			December 31, 2022
Expected term	5.5-6.3 years			5.5-6.3 years			5.5-6.3 years
Volatility		66	%		68	%		68	%
Dividend yield		0.0			0.0			0.0
Risk-free interest rate		4.16-4.39	%		4.20-4.62	%		1.72-1.73	%

The following table summarizes information about stock options outstanding as of December 31, 2024, 2023 and 2022:

	Shares			Weighted Average Exercise Price
Options outstanding, vested and expected to vest at December 31, 2021		7,862,722		$	3.93
Forfeited		(31,540	)	$	2.37
Expired		(700,324	)	$	6.86
Granted		1,194,032		$	1.67
Exercised		(68,679	)	$	2.55
Options outstanding, vested and expected to vest at December 31, 2022		8,256,211		$	3.37
Forfeited		(99,345	)	$	2.73
Expired		(262,940	)	$	6.42
Granted		1,826,380		$	3.36
Exercised		(3,814,122	)	$	3.15
Options outstanding, vested and expected to vest at December 31, 2023		5,906,184		$	3.38
Forfeited		(30,094	)	$	3.36
Expired		(246,067	)	$	7.01
Granted		1,531,635		$	6.40
Exercised		(2,020,142	)	$	3.90
Options outstanding, vested and expected to vest at December 31, 2024		5,141,516		$	3.90
Options exercisable		2,657,932		$	3.03

As of December 31, 2024, the Company had $6.7 million of unrecognized compensation expense related to stock options granted under the Company’s equity incentive plans, which is expected to be recognized over a weighted-average period of 2.8 years. The weighted average remaining contractual term of stock options outstanding and expected to vest at December 31, 2024 is 7.1 years. The weighted average remaining contractual term of stock options exercisable at December 31, 2024 is 5.7 years. The following table summarizes additional information regarding outstanding and exercisable options under the stock option plans at December 31, 2024:

	Stock Options Outstanding								Stock Options Exercisable
Range of Exercise Prices	Options Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value ($000’s)		Options Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value ($000’s)
$1.10 - $1.67		981,093		6.8	$	1.60	$	15,252		676,542		6.6	$	1.58	$	10,532
$1.73 - $2.60		629,655		5.7	$	2.32		9,336		585,771		5.6	$	2.33		8,683
$2.67 - $4.01		1,809,746		6.6	$	3.41		24,868		1,012,271		5.4	$	3.46		13,863
$4.09 - $6.14		1,264,083		8.1	$	5.35		14,913		361,848		5.4	$	5.23		4,312
$6.54 - $9.81		307,828		9.0	$	6.60		3,248		7,500		0.6	$	8.98		61
$10.80 - $17.49		149,111		8.7	$	8.74		500		14,000		0.1	$	10.80		89
		5,141,516		7.1	$	3.90	$	68,117		2,657,932		5.7	$	3.03	$	37,540

              During the years ended December 31, 2024, 2023 and 2022, the Company granted RSUs representing an aggregate of 3,278,688, 3,389,760 and 1,174,266 shares, respectively, to certain employees and consultants of the Company and to members of the Board. The 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 years ended December 31, 2024, 2023 and 2022, 1,886,463, 1,199,445 and 2,727,412 shares, respectively, vested in connection with grants of RSUs. With respect to RSUs vested during the year ended December 31, 2024, 541,908 shares valued at approximately $5.0 million were withheld were withheld to cover employees’ tax liabilities. With respect to RSUs vested during the year ended December 31, 2023, 365,722 shares valued at approximately $1.3 million were withheld by the Company to cover employees’ tax liabilities. With respect to the RSUs vested during the year ended December 31, 2022, 918,851 shares valued at approximately $2.9 million were withheld by the Company to cover employees’ tax liabilities. All of these shares have been retired by the Company or were otherwise no longer outstanding as of December 31, 2024. A summary of the Company’s unvested RSU activity and related information is as follows:

	Shares			Weighted Average Grant Date Fair Value
Balance at December 31, 2021		4,485,133		$	1.34
Granted		1,174,266		$	1.74
Vested		(2,727,412	)	$	1.25
Forfeited		(65,000	)	$	1.40
Balance at December 31, 2022		2,866,987		$	1.59
Granted		3,389,760		$	3.42
Vested		(1,199,445	)	$	1.63
Forfeited		(400,005	)	$	2.71
Balance at December 31, 2023		4,657,297		$	2.81
Granted		3,278,688		$	7.44
Vested		(1,886,463	)	$	2.50
Forfeited		(303,532	)	$	3.92
Balance at December 31, 2024		5,745,990		$	5.50

As of December 31, 2024, the Company had $25.3 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 3.1 years.

During the year ended December 31, 2024, three of the Company’s employees and one of the Company’s non-employee directors received modifications to their outstanding stock option and RSU awards in connection with their departure from the Company or transition from an employee to a consulting role (see Note 9). The modifications allowed, among other things, the former employees to continue to participate in the Company’s equity incentive plans with respect to certain of their outstanding awards when they would otherwise not be eligible to do so. In connection with these modifications, the Company recognized an aggregate of $2.5 million of additional compensation expense in the year ended December 31, 2024. Total stock-based compensation expense for all awards granted under the Company’s equity incentive plans for the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands):

	Year Ended December 31,
(in thousands)	2024		2023		2022
Research and development	$	98	$	40	$	19
Plasma center operating expenses		184		146		82
Selling, general and administrative		11,720		5,331		4,717
Cost of product revenue		1,614		670		397
Total stock-based compensation expense	$	13,616	$	6,187	$	5,215