8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2012

ADMA BIOLOGICS, INC.
(Exact name of registrant as specified in its charter)
Delaware	000-52120	56-2590442
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
65 Commerce Way Hackensack, New Jersey		07601
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 478-5552

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02. Termination of a Material Definitive Agreement.

On June 15, 2012, ADMA Biologics, Inc. (“the Company”) and Rodman & Renshaw, LLC, a Delaware limited liability company (the “Placement Agent”) entered into a Modification and Release Agreement relating to the Placement Agency Agreement between the parties, dated February 12, 2012.  The Modification and Release Agreement provides for the release of the Company from (i) the covenants and other obligations in Section 5(l) and Section 5(m) of the Placement Agency Agreement relating to a public or private offering or other financing or capital-raising transaction of any kind or transaction with any shell corporation, that, in each case, occurs on or prior to August 13, 2012, and (ii) the obligations, representations and warranties set forth in Section 6(i) or otherwise of the Placement Agency Agreement relating to the right of first refusal by the Company granted in favor of the Placement Agent to act as the Company’s exclusive financial advisor, lead manager, lead placement agent or lead underwriter in certain transactions that, in each case, occur on or prior to February 13, 2013.  The Modification and Release Agreement also provided for the release of the remaining 50% of the Placement Agent fee, which had previously been held in escrow.

The foregoing summary of the Modification and Release Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, filed as Exhibit 10.1 hereto.

Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On June 19, 2012, the Board of Directors (the “Board”) of the Company adopted the Company’s Code of Ethics and Business Conduct Standards (the “Code”), which governs the conduct of all officers, directors and employees of the Company.

The Code applies to all of the Company’s directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, and contains the general guidelines for conducting the business of the Company. The overall purpose of the Code is to ensure compliance of general guidelines for conducting the business of the Company consistent with the understanding of Company personnel of the Company’s standards of ethical business practices. The Code includes provisions relating to compliance with all laws and regulations governing its operations, compliance with Regulation FD, professional and personal use of social media, the Company’s commitment to providing a safe and healthy work environment, and the Company’s employment practices regarding harassment and discrimination, alcohol, drugs and violence prevention.

The foregoing summary of the Code is not complete and is qualified in its entirety by reference to the full text of the Code, a copy of which is expected to be posted to the Company’s website at www.admabio.com.

Item 8.01. Other Events.

On June 19, 2012, the Board adopted Charters for the Audit Committee, Compensation Committee, and Governance and Nominations Committee of the Board, and made the following committee appointments:

·           Audit Committee:  Eric Richman (Chair) and Bryant Fong.

·           Compensation Committee:  Dov Goldstein (Chair), Eric Richman and Bryant Fong.

·           Governance and Nominations Committee:  Steve Elms (Interim Chair), Bryant Fong and EricRichman.

On June 19, 2012, the Board also approved a Board compensation program pursuant to which each director of the Company will be paid a cash retainer equal to $20,000 payable on an annual basis immediately following the date of the Company’s annual meeting; the Chairman of the Board’s Audit Committee will be paid $15,000 (in addition to any amounts payable for service on the Board), payable on an annual basis immediately following the date of the Company’s annual meeting; the Chairman of the Board’s Compensation Committee and the Chairman of the Board’s Governance and Nominations Committee each will be paid $10,000 (in addition to any amounts payable for service on the Board), payable on an annual basis immediately following the date of the Company’s annual meeting; and the grant of stock purchase options to the Board members on an annual basis following the date of the Company’s annual meeting, in an amount determined in good faith by the Board and granted pursuant to the Company’s 2007 Employee Stock Option Plan.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Placement Agency Modification and Release Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

June 21, 2012	ADMA Biologics, Inc.
	By:	/s/ Brian Lenz
		Name:	Brian Lenz
		Title:	Chief Financial Officer

EX-10.1

PLACEMENT AGENCY MODIFICATION AND RELEASE AGREEMENT

This PLACEMENT AGENCY MODIFICATION AND RELEASE AGREEMENT (this “Agreement”) is dated as of June 15, 2012, by and between ADMA Biologics, Inc., a Delaware corporation (the “Company”), and Rodman & Renshaw, LLC, a Delaware limited liability company (the “Placement Agent”).

RECITALS:

WHEREAS, the Company and the Placement Agent are parties to that certain Amended and Restated Placement Agency Agreement, dated February 12, 2012 (the “Placement Agency Agreement”), pursuant to which the Company offered for sale through the Placement Agent, as the exclusive agent for the Company, a minimum of $17.5 million of the Company’s common stock, par value $0.0001 per share (the “Offering”);

WHEREAS, in connection with the execution of the Placement Agency Agreement, the Company, the Placement Agent and Signature Bank (“Signature Bank”) entered into an Escrow Agreement (as amended, the “Escrow Agreement”);

WHEREAS, the placement agent fee payable pursuant to the Placement Agency Agreement amounted to an aggregate of $843,501.12 (the “Placement Agent Fee”), which was payable out of the funds held in escrow pursuant to the Escrow Agreement;

WHEREAS, pursuant to the Placement Agency Agreement, the Expense Reimbursement Amount (as defined in the Placement Agency Agreement) and 50% of the Placement Agent Fee was released from escrow to the Placement Agent at the closing of the Offering and the remaining 50% of the Placement Agent Fee is being held in a non-interest bearing escrow account with Signature Bank (the “Escrow Account”) and shall be delivered to the Placement Agent no later than September 30, 2012; and

WHEREAS, the parties hereto desire that the portion of the Placement Agent Fee remaining in the Escrow Account be released to the Placement Agent and the Company on or about the date hereof, in the amounts set forth in the Escrow Release Notice attached hereto as Exhibit A (the “Escrow Release Notice”), in exchange for the release of the Company by the Placement Agent from certain ongoing covenants and obligations in the Placement Agent Agreement relating to potential future services to be performed by the Placement Agent.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.           Release of Placement Agent Fee.  On the date hereof, the parties shall deliver an executed copy of the Escrow Release Notice to Signature Bank instructing Signature Bank to release the portion of the Placement Agent Fee remaining in the Escrow Account to the Placement Agent and the Company in the amounts set forth in the Escrow Release Notice.  The parties agree that other than the Company’s indemnification and contribution obligation pursuant to Section 7 of the Placement Agency Agreement, which shall survive and not be affected by this Agreement, there shall be no further obligations under Section 3, Section 4(c), or Section 5(i) of the Placement Agency Agreement, or otherwise, with respect to the payment of fees, expense reimbursements or any other amounts by or on behalf of the Company, notwithstanding Section 9 of the Placement Agency Agreement.

2.           Release of Company from Certain Covenants and Obligations.  The Placement Agent hereby agrees that, effective upon the release of the Placement Agent Fee by Signature Bank to the Placement Agent and the Company pursuant to the Escrow Release Notice (the “Escrow Release Date”),  and notwithstanding Section 9 of the Placement Agency Agreement, the Company is released from (i) the covenants and other obligations set forth in Section 5(l) and Section 5(m) of the Placement Agency Agreement relating to a Subsequent Financing (as defined in the Placement Agency Agreement) or other transaction and (ii) the obligations, representations and warranties set forth in Section 6(i) or otherwise of the Placement Agency Agreement relating to the right of first refusal by the Company granted in favor of the Placement Agent. This Agreement shall serve as an amendment to the Placement Agency Agreement, pursuant to which such sections 5(l), 5(m) and 6(i), and any references thereto, shall be deemed to be deleted in their entirety.

3.           Termination of M&A Engagement Letter.  It is acknowledged and agreed that the M&A Engagement Letter, dated October 14, 2011, by and between the Company and the Placement Agent terminated in accordance with its terms on the Termination Date (as defined in the Placement Agency Agreement), which was February 13, 2012.

4.           Miscellaneous.

(a)           Placement Agency Agreement.  Each party hereby acknowledges and agrees that, as of the date hereof, the other party has complied in all material respects with the terms of the Placement Agency Agreement.

(b)           Effect of Agreement.  Except as expressly set forth herein, the Placement Agency Agreement shall remain in full force and effect.

(c)           Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York (without reference to the conflict of laws provisions thereof).

(d)           Assignment.  Neither this Agreement, nor any of the rights, interests or obligations hereunder, may be assigned by any party hereto by operation of law or otherwise without the prior written consent of the other party hereto.

(e)           Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.  Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than the parties hereto, or their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

(f)           Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same document.

(g)           Further Assurances.  Each party will execute and deliver such further agreements, documents and instruments and take such further action as may be reasonably requested by any other party (including the Company) to carry out the provisions and purposes of this Agreement and the intentions of the parties relating hereto.

2

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day  and year first written above.

COMPANY:
ADMA BIOLOGICS, INC.
By:	/s/ Adam Grossman
	Name:  Adam Grossman
	Title:    Chief Executive Officer

PLACEMENT AGENT:
RODMAN & RENSHAW, LLC
By:	/s/ David Horin
	Name:  David Horin
	Title:    Chief Financial Officer

3

Exhibit A

Escrow Release Notice

Date:  June 12, 2012

Signature Bank

261 Madison Avenue, New York, NY 10016

Attention:  Cliff Broder, Group Director & Senior Vice President

Dear Mr. Broder:

In accordance with the terms of paragraph 2(c) of an Escrow Deposit Agreement dated as of January 27, 2012 (the “Escrow Agreement”), by and between ADMA BIOLOGICS, INC. (the “Company”), Signature Bank (the “Escrow Agent”) and RODMAN & RENSHAW LLC (the “Placement Agent”) supplementing (and superseding) the instructions contained in the Escrow Release Notice dated February 13, 2012 from the undersigned:

PLEASE IMMEDIATELY DISTRIBUTE THE REMAINING $421,750.56 HELD IN ESCROW BY WIRE TRANSFER AS FOLLOWS (wire instructions attached):

$    21,750.56 to ADMA Biologics, Inc.

$  400,000.00 to Rodman & Renshaw LLC

Very truly yours,

ISSUER:

ADMA BIOLOGICS, INC.

By:

Name:  Adam Grossman

Title:    Chief Executive Officer

PLACEMENT AGENT:

RODMAN & RENSHAW LLC

By:

Name:  David Horin

Title:    Chief Financial Officer