Other Information.
−Removed: On August 6, 2021, the Company entered into a Separation Agreement and Release (the “Separation Agreement”) with James Mond (“Mond”),
−Removed: following his voluntary resignation on June 8, 2021 (the “Separation Date”) from his former role as Chief Medical Officer and Chief Scientific Officer of the Company, as previously reported in the Company’s Current Report on Form 8-K filed with
−Removed: the SEC on June 14, 2021.
−Removed: Subject to the expiration of a revocation period, the Separation Agreement will become effective on August 12, 2021 (the “Effective Date”).
−Removed: Under the terms of the Separation Agreement, Mond will receive approximately $0.8 million in certain separation benefits, subject to
−Removed: his continued compliance with the terms of the Separation Agreement, including:
−Removed: (i) salary continuation for a period of ten months beginning on August 1, 2021 through May 1, 2022 (the “Severance Period”);
−Removed: (ii) certain cash payments subject to
−Removed: customary and ordinary tax withholdings, as payments for bonus, the forfeiture of restricted stock units, reimbursement of certain expenses;
−Removed: (iii) an extension providing that, subject to the terms and conditions of the applicable plan or award
−Removed: agreement, Mond has twenty-four (24) months to exercise vested options from the Effective Date;
−Removed: (iv) at his election, the Company will reimburse Mond the same employer premium percentage contribution in effect on the Separation Date for continued
−Removed: health coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) through the Severance Period;
−Removed: and (v) payment for accrued and unused paid time off.
−Removed: Pursuant to the Separation Agreement, Mond has agreed to cooperate with the Company during the Severance Period to assist with
−Removed: transition matters and among other items, has released all prior, existing or future claims he had, has or may have against the Company and has agreed to certain customary confidentiality, non-disparagement, work-product assignment, non-compete
−Removed: and non-solicitation provisions.
−Removed: The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to
−Removed: the full text of the Separation Agreement, which is filed herewith as Exhibit 10.2.
See the Exhibit Index immediately following the signature page of this Quarterly Report on Form 10-Q.
1 unchanged sentence
ADMA Biologics, Inc.
−Removed: August 11, 2021
+Added: November 10, 2021
President and Chief Executive Officer
−Removed: August 11, 2021
+Added: November 10, 2021
/s/ Brian Lenz
2 unchanged sentences
Exhibit Number
−Removed: Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of ADMA Biologics, Inc., dated as of May 27, 2021 (incorporated by reference to Exhibit 3.1 of the Company’s Current
−Removed: Report on Form 8-K filed with the SEC on May 28, 2021).
−Removed: Open Market Sale Agreement SM , dated May 28, 2021, by and between ADMA Biologics, Inc.
−Removed: and Jefferies LLC (incorporated by
−Removed: reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2021).
−Removed: Separation Agreement and Release, dated August 6, 2021, by and between ADMA Biologics, Inc.
−Removed: and James Mond.
+Added: Distribution Agreement, dated September 3, 2021, by and between ADMA Biologics, Inc.
+Added: and Raymond James & Associates, Inc.
+Added: (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on
+Added: Form 8-K filed with the SEC on September 3, 2021).
+Added: Form of Retention Bonus Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 1, 2021).
+Added: Amendment to Employment Agreement, dated as of September 29, 2021, by and between the Company and Adam Grossman (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed
+Added: with the SEC on October 1, 2021).
+Added: Amendment to Employment Agreement, dated as of September 29, 2021, by and between the Company and Brian Lenz (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with
+Added: the SEC on October 1, 2021).
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
2 unchanged sentences
Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: The following materials from ADMA Biologics, Inc.’s Form 10-Q for the quarter ended June 30, 2021, formatted in Extensible Business Reporting Language (XBRL):
−Removed: (i) Condensed Consolidated Balance Sheets as of
−Removed: June 30, 2021 (Unaudited) and December 31, 2020, (ii) Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2021 and 2020, (iii) Condensed Consolidated Statements of Changes in Stockholders’
−Removed: Equity (Unaudited) for the three and six months ended June 30, 2021 and 2020, (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2021 and 2020, and (v) Notes to (Unaudited) Condensed
−Removed: Consolidated Financial Statements.
+Added: The following materials from ADMA Biologics, Inc.’s Form 10-Q for the quarter ended September 30, 2021, formatted in Extensible Business Reporting Language (XBRL):
+Added: (i) Condensed Consolidated Balance Sheets
+Added: as of September 30, 2021 (Unaudited) and December 31, 2020, (ii) Condensed Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 30, 2021 and 2020, (iii) Condensed Consolidated Statements of
+Added: Changes in Stockholders’ Equity (Unaudited) for the three and nine months ended September 30, 2021 and 2020, (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2021 and 2020, and (v)
+Added: Notes to (Unaudited) Condensed Consolidated Financial Statements.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.