0001193805-12-001387.txt : 20120815 0001193805-12-001387.hdr.sgml : 20120815 20120815164254 ACCESSION NUMBER: 0001193805-12-001387 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120814 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120815 DATE AS OF CHANGE: 20120815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADMA BIOLOGICS, INC. CENTRAL INDEX KEY: 0001368514 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 562590442 STATE OF INCORPORATION: DE FISCAL YEAR END: 0212 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52120 FILM NUMBER: 121037515 BUSINESS ADDRESS: STREET 1: 65 COMMERCE WAY CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: (201) 478-5552 MAIL ADDRESS: STREET 1: 65 COMMERCE WAY CITY: HACKENSACK STATE: NJ ZIP: 07601 FORMER COMPANY: FORMER CONFORMED NAME: R&R ACQUISITION VI, INC DATE OF NAME CHANGE: 20060707 8-K 1 e609976_8k-adma.htm Unassociated Document
 
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): August 14, 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 2.02    Results of Operations and Financial Condition.
 
On August 14, 2012, ADMA Biologics, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 2012.  A copy of the press release is attached hereto as Exhibit 99.1.
 
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibit attached hereto, is furnished under Item 2.02 - “Results of Operations and Financial Condition.”  The information presented herein, including the exhibit attached hereto, shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.  The information in this Current Report on Form 8-K, or in the exhibit attached hereto, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
 ITEM 9.01    Financial Statements and Exhibits.
 
 (d)           Exhibits
 
This exhibit is furnished pursuant to Item 2.02 and shall not be deemed “filed.”
 
 
99.1
Press release of the Company, dated August 14, 2012
 
 
 

 
 
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.
 
August 15, 2012
ADMA Biologics, Inc.
   
   
 
By:
/s/ Brian Lenz
   
Name:  
Brian Lenz
   
Title:
Chief Financial Officer
 
 
 
EX-99.1 2 e609976_ex99-1.htm Unassociated Document
 
ADMA Biologics Reports 2012 Second Quarter Results
 
HACKENSACK, N.J., August 14, 2012 - ADMA Biologics, Inc. (ADMA), a late-stage biotechnology company focused on the development and commercialization of human plasma and plasma-derived therapeutics, today reported financial results for its second quarter ended June 30, 2012.
 
Second Quarter and Subsequent Highlights
 
 
·
Executed multi-year agreement to supply normal source plasma collected from ADMA’s Norcross, Georgia plasma collection center to Biotest Pharmaceuticals Corporation.
 
 
·
Announced the addition of new board member and key executives:
 
 
o
Appointed plasma industry leader Lawrence Guiheen to Board of Directors
 
 
o
Named Brian Lenz as Chief Financial Officer
 
 
o
Named Dr. James Mond as Chief Medical and Scientific Officer
 
“We made substantial progress in building our company’s infrastructure and solidifying our plasma collection operations during the first half of 2012,” stated Adam Grossman, President and Chief Executive Officer.
 
Financial Results for the Three Months Ended June 30, 2012
 
Revenue
 
For the second quarter ended June 30, 2012, ADMA recognized revenues of $0.2 million, compared to $0 for the same period in 2011. Revenue in the second quarter of 2012 was primarily a result of the sales made to Biotest Pharmaceuticals pursuant to a plasma supply agreement entered into during June 2012, under which Biotest Pharmaceuticals purchases normal source plasma from ADMA’s FDA-approved Georgia facility to be used in their product manufacturing.
 
 
 

 
 
Cost of Sales
 
Cost of sales for the second quarter ended June 30, 2012 was $0.1 million, compared to $0 for the same period in 2011. The cost of sales for the second quarter of 2012 was related to the costs associated with the sale of normal source plasma.
 
Operating Expenses
 
Research and development (R&D) expenses for the second quarter ended June 30, 2012 were $0.2 million, compared to $0.1 million for the same period in 2011. R&D increased for the second quarter of 2012 primarily as a result of increased manufacturing, testing and regulatory costs for ADMA’s lead product candidate, RI-001, in preparation of its upcoming Phase III clinical study.
 
Loss on sale of R&D inventory for the second quarter ended June 30, 2012 was $0, compared to $1.3 million for the same period in 2011.  The loss on sale of R&D inventory during the second quarter of 2011 was a result of the disposal of ADMA’s inventory of high priced, high titer plasma that it previously acquired to conduct R&D for a different product.
 
Plasma center operating expenses amounted to $0.4 million for the second quarter ended June 30, 2012 and 2011.
 
General and administrative (G&A) expenses for the second quarter ended June 30, 2012 were $0.7 million, compared to $0.3 million for the same period in 2011. G&A expenses increased for the second quarter of 2012 primarily as a result of the February 2012 merger costs consisting of related legal, accounting and filing fees, along with increased compensation and stock-based compensation charges.
 
Net Loss
 
For the second quarter ended June 30, 2012, ADMA’s net loss was $1.2 million, or $(0.26) per share, compared to a net loss of $2.4 million, or $(6.79) per share, in the same period of 2011. The decrease in net loss was attributed to a loss on the sale of R&D inventory during the second quarter of 2011, compared to no loss for the comparable period of 2012, a decrease of interest expense for the second quarter of 2012 compared to the same period in 2011, resulting from the conversion of interest that had accrued on notes converted upon the February 2012 financing, offset by increased revenues, cost of sales and G&A expenses for the second quarter 2012, compared to no revenues, no cost of sales and lower G&A expenses for the same period in 2011.  The decrease in net loss per share of $(0.26) from $(6.79) for the three months ended June 30, 2012 and 2011, respectively, was a result of a higher net loss for the three months ended June 30, 2011 compared to the same period in 2012 in addition to an increase in the number of shares outstanding for the three months ended June 30, 2012 compared to the same period in 2011.  The increase in the number of shares outstanding was attributed to the conversion of preferred stock and notes payable into common stock and the issuance of common stock upon the merger and financing in February 2012.
 
 
 

 
 
Cash Position and Accounts Receivable
 
As of June 30, 2012, the Company had cash and cash equivalents of $12.9 million and $0.2 million of accounts receivable.
 
About ADMA’s lead product candidate
 
ADMA’s lead product candidate is a plasma-derived, polyclonal, Intravenous Immune Globulin or IGIV, prepared with high levels of antibodies against Respiratory Syncytial Virus, or RSV.  ADMA is pursuing an indication for the use of this IGIV product for treatment of Primary Immunodeficiency Disease, or PIDD. Polyclonal means that the IGIV contains a wide array of antibodies that are obtained from different B-cell resources. Polyclonal antibodies are the primary component of IGIV products. PIDD is a disorder that causes a person’s immune system not to function properly. PIDD is caused by hereditary or genetic defects and can affect anyone regardless of age or gender. There are varying types of PIDD ranging from mild to severe cases.
 
About ADMA Biologics, Inc.
 
ADMA is a late-stage biotechnology company which focuses its efforts on the development and commercialization of human plasma and plasma-derived therapeutics. ADMA’s mission is to develop and commercialize plasma-derived, human immune globulins targeted at niche patient populations with unmet medical needs. In addition, ADMA operates ADMA BioCenters, a wholly-owned subsidiary and FDA-licensed source plasma collection facility located in Norcross, Georgia.
 
Cautionary Statement Regarding Forward-Looking Information
 
This press release contains “forward looking statements.” Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words “estimate,” “project,” “intend,” “forecast,” “anticipate,” “plan,” “planning,” “expect,” “believe,” “will,” “will likely,” “should,” “could,” “would,” “may” or, in each case, their negative, or words or expressions of similar meaning. These forward-looking statements include, but are not limited to, statements concerning the timing, progress and results of the clinical development, regulatory processes, potential clinical trial initiations, potential investigational new product applications, biologics license applications, and commercialization efforts of the Company's product candidate(s). Forward-looking statements are subject to many risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements, including, but not limited to, the risks listed under the heading “Risk Factors” in Amendment No. 3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2012 and Amendment No. 4 to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 10, 2012. Therefore, current and prospective security holders are cautioned that there also can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent to the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation or warranty by ADMA or any other person that the objectives and plans of ADMA will be achieved in any specified time frame, if at all. Except to the extent required by applicable laws or rules, ADMA does not undertake any obligation to update any forward looking statements or to announce revisions to any of the forward-looking statements.
 
 
 

 
 
ADMA BIOLOGICS, INC. AND SUBSIDIARY
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(Unaudited)
 
   
For the Three Months Ended June 30, 2012
   
For the Three Months Ended June 30, 2011
   
For the Six Months Ended June 30, 2012
   
For the Six Months Ended June 30, 2011
 
                                 
REVENUES
  $ 230,096     $ -     $ 234,496     $ -  
                                 
Cost of sales
    141,870       -       144,070       -  
                                 
Gross Profit
    88,226       -       90,426       -  
                                 
                                 
OPERATING EXPENSES
                               
                                 
Research and development expenses
    178,674       139,684       260,494       386,581  
                                 
Loss on sale of research and development inventory
    -       1,329,333       -       1,934,630  
                                 
Plasma center operating expenses
    379,168       364,018       838,461       740,716  
                                 
General and administrative expenses
    736,924       314,467       1,411,513       671,218  
                                 
TOTAL OPERATING EXPENSES
    1,294,766       2,147,502       2,510,468       3,733,145  
                                 
                                 
LOSS FROM OPERATIONS
    (1,206,540 )     (2,147,502 )     (2,420,042 )     (3,733,145 )
                                 
OTHER INCOME (EXPENSE)
                               
Interest income
    2,923       307       9,990       947  
Interest expense
    (3,098 )     (240,026 )     (11,592 )     (556,164 )
                                 
TOTAL OTHER INCOME (EXPENSE)
    (175 )     (239,719 )     (1,602 )     (555,217 )
                                 
                                 
LOSS BEFORE INCOME TAXES
    (1,206,715 )     (2,387,221 )     (2,421,644 )     (4,288,362 )
                                 
State income tax benefit
    -       -       617,615       320,765  
                                 
NET LOSS
  $ (1,206,715 )   $ (2,387,221 )   $ (1,804,029 )   $ (3,967,597 )
                                 
NET LOSS PER SHARE – BASIC AND DILUTED
  $ (0.26 )   $ (6.79 )   $ (0.49 )   $ (11.29 )
                                 
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED
    4,654,303       351,535       3,651,195       351,535  
 
 
 

 
 
CONDENSED BALANCE SHEET INFORMATION:

   
June 30, 2012
(Unaudited)
   
*December 31, 2011
 
Assets
               
Cash and cash equivalents
  $ 12,887,788     $ 87,771  
Total Assets
  $ 15,883,865     $ 2,925,909  
                 
Deficit accumulated during the development stage
  $ (31,612,044 )   $ (29,808,015 )
Total Stockholders’ Equity
  $ 14,655,731     $ 385,816  
 
*Condensed from audited financial statements
 
Contacts
 
ADMA Biologics, Inc.
Adam S. Grossman
President & CEO
 
Brian Lenz, CPA
Vice President & Chief Financial Officer
 
201-478-5552
 
info@admabio.com