0001193805-13-000024.txt : 20130107 0001193805-13-000024.hdr.sgml : 20130107 20130107083028 ACCESSION NUMBER: 0001193805-13-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121231 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20130107 DATE AS OF CHANGE: 20130107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADMA BIOLOGICS, INC. CENTRAL INDEX KEY: 0001368514 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] 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: 13513808 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 e610353_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): December 31, 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 1.01  Entry into a Material Definitive Agreement.
 
On December 31, 2012, ADMA Biologics, Inc. (the “Company”) entered into a new Manufacturing, Supply and License Agreement (the “BPC Agreement”) with Biotest Pharmaceuticals Corporation (“BPC”), which replaces the prior agreement that expired on December 31, 2012.  Under the BPC Agreement, the Company agreed to purchase exclusively from BPC its worldwide requirements of RSV (Respiratory Syncytial Virus) Immune Globulin manufactured from human plasma containing RSV antibodies.  The term of the BPC Agreement is for a period of ten years from January 1, 2013, renewable for two additional five year periods at the agreement of both parties. The Company is obligated under this agreement to purchase a minimum of at least one lot of product during each calendar year after the finished product is approved by the FDA.  This number is subject to increase at the Company’s option.   As consideration for BPC’s obligations under the agreement, the Company is obligated to pay a dollar amount per lot of RSV Immune Globulin manufactured from human plasma containing RSV antibodies, as well as a percentage royalty on the sales thereof and of RI-002, up to a specified cumulative maximum.
 
The agreement may be terminated by either party (a) by reason of a material breach if the breaching party fails to remedy the breach within 120 days after receiving notice of the breach from the other party, (b) upon bankruptcy, insolvency, dissolution, or winding up of the other party, or (c) if the other party is unable to fulfill its obligations under the Agreement for 120 consecutive days or more as a result of (a) or (b) above.
 
In a related agreement effective December 31, 2012, the Company also granted to BPC’s parent company Biotest AG (“Biotest”) an exclusive license to market and sell RSV antibody-enriched IGIV in Europe and in selected countries in North Africa and the Middle East (the “Territory”), to have access to the Company’s testing services for testing of Biotest’s plasma samples using the Company’s RSV Assay, and to reference (but not access) the Company proprietary information for the purpose of Biotest seeking regulatory approval for the RSV antibody-enriched IGIV in the Territory.  As consideration for the license, Biotest agreed to provide the Company with certain services at no charge and also compensate the Company with cash payments upon the completion of certain milestones.  Biotest is also obligated to pay the Company an adjustable royalty based on a percentage of revenues from the sale of RSV antibody-enriched IGIV in the Territory for 20 years from the date of first commercial sale. Additionally, Biotest has agreed to grant the Company an exclusive license for marketing and sales in the United States and Canada for Biotest’s Varicella Zoster Immune Globulin (VZIG).  The terms of such agreement will be finalized in the next sixty days.
 
 
 
 
 
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.
 
January 7, 2013
ADMA Biologics, Inc.
   
   
 
By:
/s/ Brian Lenz
   
Name:
Brian Lenz
   
Title:
Chief Financial Officer