424B3 1 admp-424b3_101713.htm PROSPECTUS SUPPLEMENT

 

  

Prospectus Supplement Filed Pursuant to Rule 424(b)(3

Registration No. 333-190798

 

 

Common Stock

26,499,996 Shares of Common Stock Underlying Secured Convertible Promissory Notes and Warrants 

 

PROSPECTUS SUPPLEMENT NO. 1 

DATED OCTOBER 17, 2013 

(To Prospectus Dated September 27, 2013) 

 

This Prospectus Supplement No. 1 supplements information contained in, and should be read in conjunction with, that certain Prospectus, dated September 27, 2013, of Adamis Pharmaceuticals Corporation, relating to the offer and sale from time to time by the selling stockholders named therein of up to 26,499,996 shares of our common stock (as amended and supplemented from time to time, the “Prospectus”).  This Prospectus Supplement No. 1 is not complete without, and may not be delivered or used except in connection with, the original Prospectus, including all amendments and supplements thereto.

 

This Prospectus Supplement No. 1 includes the attached Current Report on Form 8-K as filed by the Company with the Securities and Exchange Commission on October 17, 2013. 

 

We may further amend or supplement the Prospectus from time to time by filing additional amendments or supplements as required. You should read the entire Prospectus and any amendments or supplements carefully before you make an investment decision.

 

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this Prospectus Supplement No. 1 (or the Prospectus, including any supplements or amendments thereto) is truthful or complete.  Any representation to the contrary is a criminal offense. 

 

The date of this Prospectus Supplement No. 1 is October 17, 2013. 

 

 

 
 

 

 

 

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): October 15, 2013 

 

ADAMIS PHARMACEUTICALS CORPORATION 

 

(Exact Name of Registrant as Specified in Charter) 

 

Delaware   0-26372   82-0429727

(State or other jurisdiction 

of incorporation) 

  (Commission File Number)  

(IRS Employer

Identification No.)

         

11455 El Camino Real, Suite 310 

San Diego, CA

     

92130 

(Address of Principal Executive Offices)       (Zip Code)

 

 

Registrant’s telephone number, including area code: (858) 997-2400 

 

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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.

 

Pursuant to the provisions of the 2009 Equity Incentive Plan (the “Plan”) of Adamis Pharmaceuticals Corporation (the “Company”), effective October 16, 2013, each non-employee director of the Company, Kenneth M. Cohen, Craig A. Johnson, and Tina S. Nova, Ph.D., received a stock option under the Plan to purchase 35,000 shares of common stock. The exercise price for each such option is $0.36 per share, which was the fair market value of the common stock on the date of grant. Each option vests and becomes exercisable over a period of three years from the grant date, at a rate of 1/36 of the option shares each month. Each option is otherwise subject to the provisions of the Plan.

 

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The Information set forth under Item 1.01 above with respect to the awards of options under the Plan is incorporated herein by reference.

 

Item 5.07         Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Stockholders of the Company was held on October 15, 2013, at the Company’s headquarters at 11455 El Camino Real, Suite 310, San Diego, California 92130 at 8:00 a.m. local time. The following proposals were submitted to and approved by the stockholders at the meeting:

 

1.                   Election of the five nominees to the board of directors:

 

  Votes For Votes Withheld Broker Non-Votes
Dennis J. Carlo, Ph.D. 56,074,551 1,552,908 29,952,754
Kenneth M. Cohen 56,221,663 1,405,796 29,952,754
Craig A. Johnson 51,020,127 6,607,332 29,952,754
David J. Marguglio 56,313,288 1,314,171 29,952,754
Tina S. Nova, Ph.D. 56,263,710 1,363,749 29,952,754

 

2.                   Approval of a proposal to amend our Amended and Restated Certificate of Incorporation (“Restated Certificate”) to effect a reverse stock split of the Company’s issued and outstanding common stock, if the board of directors of the Company (the “Board”) in its discretion determines to effect a reverse stock split, by a ratio of not less than 1-for-2 and not more than 1-for-25 at any time within 18 months after the date of the annual meeting, with the exact ratio to be set at a whole number within this range as determined by the Board in its sole discretion, with a possible reduction in the number of authorized shares of common stock depending on the exact ratio of the reverse stock split, as described in the definitive proxy statement relating to the annual meeting;

 

Votes For Votes Against Votes Abstaining Broker Non-Votes
81,939,891 5,439,368 200,954 0

 

3.                   Approval, on a nonbinding advisory basis, of the compensation of the Company’s named executive officers:

 

Votes For Votes Against Votes Abstaining Broker Non-Votes
55,252,584 2,176,840 198,035 29,952,754

 

 
 

4.                   Approval to vote, on an advisory basis, on the frequency of holding an advisory vote on executive compensation:

 

Frequency Votes For Votes Against Votes Abstaining
One Year 52,785,858 0 424,896
Two Years     730,683 0 424,896
Three Years  3,686,022 0 424,896

 

5.                   Ratification of the selection of Mayer Hoffman McCann PC as independent registered public accounting firm for the year ending March 31, 2014:

 

Votes For Votes Against Votes Abstaining Broker Non-Votes
81,919,903 1,105,461 4,554,849 0

 

 
 

 

 

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.

 

  ADAMIS PHARMACEUTICALS CORPORATION
   
   
Dated:  October 17, 2013 By:  /s/ Robert O. Hopkins   
    Name: Robert O. Hopkins   
Title: Chief Financial Officer