ADMA BIOLOGICS, INC. (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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 10, 2017 ADMA BIOLOGICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 465 State Route 17, Ramsey, New Jersey (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (201) (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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company ý If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

2 Item1.01 Entry into a Material Definitive Agreement. Overview On October 10, 2017 (the Closing Date ), ADMA Biologics, Inc. (the Company ) entered into a Credit Agreement (the Credit Agreement ) with ADMA Plasma Biologics, Inc. ( ADMA Plasma Biologics ), ADMA Bio Centers Georgia Inc. ( ADMA BioCenters ), ADMA BioManufacturing, LLC ( ADMA BioManufacturing and together with ADMA Biologics and ADMA Bio Centers, the Subsidiaries and collectively with the Company, the Borrower ), Marathon Healthcare Finance Fund, L.P., as the lender (the Lender ), and Wilmington Trust, National Association, as the administrative agent for the Lender (in such capacity, the Administrative Agent ). The Credit Agreement provides for a senior secured term loan facility in an aggregate amount of up to $40.0 million (collectively, the Credit Facility ), comprised of (i) a term loan made on the Closing Date in the principal amount of $30.0 million (the Tranche One Loan ), and (ii) an additional term loan to be made in the maximum principal amount not to exceed $10.0 million (the Tranche Two Loan; and, together with the Tranche One Loan, the Loans ), which Tranche Two Loan availability is subject to the satisfaction of certain conditions, including, but not limited to, those described below. The Loans each have a maturity date of April 10, 2022 (the Maturity Date ), subject to acceleration pursuant to the Credit Agreement, including upon an Event of Default (as defined in the Credit Agreement). On the Closing Date, the Company used approximately $17.0 million of the Tranche One Loan to retire and pay in full the Company s existing credit facility with Oxford Finance LLC ( Oxford ) and the obligations thereunder in accordance with the terms of the Loan and Security Agreement with Oxford, dated as of June 19, 2015, by and among Oxford, the other lenders party thereto, the Company, ADMA Plasma Biologics and ADMA BioCenters, as amended on May 13, 2016 (the Oxford LSA ). The Company also (i) used $5.5 million of the Tranche One Loan to pre-fund a debt service reserve account in accordance with the terms of the Credit Agreement, and (ii) paid diligence fees, legal and other expenses associated with the Credit Facility in the amount of approximately $1.5 million, which fees exclude a deferred facility fee to Marathon equal to 9.20% of the Tranche One Loan payable at maturity. The Company intends to use the remaining approximately $6.0 million of proceeds for (x) the continued remediation of the issues identified in the Company s (i) Complete Response Letter issued by the United States Food and Drug Administration (the FDA ) in July 2016 and (ii) warning letter issued by the FDA to Biotest AG in November 2014; and (y) general corporate purposes. The Company also plans to use the Tranche Two Loan, if consummated, for working and growth capital. The obligation of the Lender to make the Tranche Two Loan is triggered upon the Borrower s request therefor and the satisfaction of certain conditions related to FDA approval for specified products and the Company s financial condition, including, without limitation, the following: (a) (i) the FDA must validate the improved manufacturing process of Bivigam and (ii) not less than $500,000 in net revenue must be generated in calendar year of 2018 of from the sale in the U.S. of Bivigam ; or (b) (i) the FDA must approve the commercialization of the Company s lead product candidate, RI-002 and (ii) not less than $500,000 in net revenue must be generated in calendar year of 2019 from the sale in the U.S. of RI-002. On the Closing Date, the Borrower issued a promissory note in favor of the Administrative Agent in the principal amount of $30.0 million (the Tranche One Note ), evidencing the Borrower s indebtedness resulting from the Tranche One Loan. Interest Rate Borrowings under the Credit Agreement will bear interest at a rate per annum equal to LIBOR plus 9.50% with a 1% LIBOR floor; provided, however, that in the event that the Company achieves sales of not less than $61.7 million for the 2018 calendar year and the Tranche Two Loan has been funded, then the interest rate on the borrowings under the Credit Agreement will decrease to LIBOR plus 7.75% with a 1% LIBOR floor. During an Event of Default under the Credit Agreement, the outstanding amount of indebtedness under the Credit Agreement will bear interest at a rate per annum equal to the interest rate then applicable to the borrowings under the Credit Agreement plus 5% per annum.

3 Fees The Borrower will pay the Administrative Agent administration fees in an annual amount equal to $20,000, plus out-of-pocket expenses and any fees outside the scope of the services to be provided by the Administrative Agent under the Credit Agreement. The Borrower will pay the Lender, for its own account, a facility fee in an amount equal to 9.20% of the amount so funded, as the Borrower has elected to defer payment of the applicable facility fee until the Maturity Date pursuant to the terms of the Credit Agreement. Amortization and Prepayment Commencing on October 10, 2020, and on the first business day of each month, the Borrower will pay the Administrative Agent the Tranche One Loan (and Tranche Two Loan in the event it shall have been funded) in equal monthly installments of principal based on an amortization schedule of 18 months, subject to certain conditions in the Credit Agreement. The outstanding principal amounts of the Loans, together with all accrued interest thereon, shall be due on the Maturity Date. Prior to October 10, 2020, the Company will only pay interest on the Loans. The Borrower may prepay the Loans at any time and from time to time upon five business days prior written notice, subject to the payment to the Administrative Agent, with certain limited exceptions, of (i) a Make-Whole Amount (as defined in the Credit Agreement) determined subject to the terms of the Credit Agreement in respect of the principal amount of the borrowing, if prepared at any time during the first three years after the Closing Date and (ii) (x) a prepayment premium amount equal to three percent of the prepaid amount, if prepaid within the first six-month period following the third anniversary of the Closing Date, (y) a prepayment premium amount equal to two percent of the prepaid amount, if prepaid during the second six-month period following the third anniversary of the Closing Date and (z) one percent of the prepaid amount, if prepaid after the fourth anniversary of the Closing Date. Security Instruments and Warrants Pursuant to a Security Agreement dated as of the Closing Date (the Security Agreement ) among the Borrower and the Administrative Agent for the benefit of the Lender, all of the Borrower s obligations under the Credit Agreement are secured by a first-priority lien and security interest in substantially all of the Company s assets, including a mortgage on its recently acquired plasma fractionation facility located in Boca Raton, Florida, and those of the Company s Subsidiaries and (ii) all of the equity interests in each Subsidiary. Pursuant to an Intellectual Property Security Agreement dated as of the Closing Date (the IP Security Agreement ) among the Borrower and the Administrative Agent for the benefit of the Lender, all of the Borrower s obligations under the Credit Agreement are secured by a continuing security interest in and lien upon all of the Company s and its Subsidiaries intellectual property rights. Pursuant to a Pledge Agreement dated as of the Closing Date (the Pledge Agreement ) by the Company in favor of the Administrative Agent, the Company has pledged all of the capital stock and other equity interests and securities of the Subsidiaries, now or hereafter owned or acquired by the Company to secure the Company s obligations under the Credit Agreement. As consideration for the Credit Agreement, the Company has issued, on the Closing Date, a Warrant to Purchase Stock to the Lender (the Tranche One Warrant ). The Tranche One Warrant has (i) an exercise price equal to $3.10, which is the trailing 10-day VWAP of the Company s common stock, par value $ per share (the Common Stock ), prior to the Closing Date, and (ii) an expiration date of October 10, The Tranche One Warrant is exercisable for 338,710 shares of Common Stock, or 3.5% of the Tranche One Loan. In the event that the Tranche Two Loan is issued to the Company, the Company shall issue an additional Warrant to Purchase Stock to the Lender (the Tranche Two Warrant and, together with the Tranche One Warrant, the Warrants ) to purchase such number of shares of Common Stock equal to 3.5% of the Tranche Two Loan, which shall have an exercise price equal to the trailing 10-day VWAP of the Common Stock prior to the issuance date of the Tranche Two Warrant and an expiration date equal to the seven year anniversary of the issuance of the Tranche Two Warrant. Lender represented to the Company, among other things, that it was an accredited investor (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the Securities Act )), and the Company issued the Tranche One Warrant in reliance upon an exemption from registration contained in Section 4(2) under the Securities Act. The Tranche One Warrant and the shares of Common Stock issuable thereunder may not be offered, sold, pledged or otherwise transferred in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

4 Representations, Warranties, Covenants, and Events of Default The Credit Agreement contains market representations and warranties, affirmative covenants, negative covenants, financial covenants, and conditions that are customarily required for similar financings. The affirmative covenants, among other things, require the Borrower to undertake various reporting requirements. The negative covenants restrict or limit the ability of the Company and its Subsidiaries to, among other things, incur new indebtedness; create liens on assets; engage in certain fundamental corporate changes or changes to the Borrower s business activities; sell or otherwise dispose of assets; repurchase stock, pay dividends; repay certain other indebtedness; engage in certain affiliate transactions; or enter into any other agreements that restrict the Borrower s ability to make loan repayments. In addition, the Borrower may not permit its liquidity to be less than $5.5 million at any time which amount must at all times during the term of the Credit Agreement be deposited in the Debt Service Reserve Account (as defined in the Credit Agreement). The Credit Agreement also contains customary Events of Default which include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgments, cross-defaults to material contracts and events constituting a change of control. The occurrence of an Event of Default could result in, among other things, the termination of commitments under the Credit Facility and the declaration that all outstanding Loans are immediately due and payable in whole or in part. Other Related Matters The foregoing summaries of the Credit Agreement, the Tranche One Note, the Security Agreement, the IP Security Agreement, the Pledge Agreement, and the Warrants (collectively, the Credit Facility Agreements ) are not complete and are qualified in their entirety by reference to the Credit Facility Agreements, copies of each of which are filed as exhibits to this Current Report on Form 8-K. The representations, warranties, and covenants contained in the Credit Facility Agreements were made solely for purposes of such documents and as of specific dates, were made solely for the benefit of the parties to the applicable documents, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Credit Agreement and such other documents instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to stockholders. The Company s stockholders are not third-party beneficiaries under the Credit Facility Agreements and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its Subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Credit Facility Agreements, which subsequent information may or may not be fully reflected in the Company s public disclosures. Item 1.02 Termination of a Material Definitive Agreement. On the Closing Date, the terms, conditions, covenants, agreements, representations and warranties contained in the Oxford LSA shall be deemed amended and restated in their entirety as set forth in the Credit Agreement and the Security Agreement and the Oxford LSA shall be consolidated with and into and superseded by the Credit Agreement and the Security Agreement; provided, however, that nothing contained in the Credit Agreement or the Security Agreement shall impair, limit or affect the Liens (as defined in the Credit Agreement) heretofore granted, pledged and/or assigned by the Borrower to Oxford as security for the Obligations under and as defined in the Oxford LSA, except that such Liens shall be deemed granted, pledged and assigned by the Borrower to Agent for the benefit of the Lender. To the extent applicable, the information reported under Item 1.01 above is incorporated into this Item 1.02 by reference.

5 Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent applicable, the disclosures of the material terms and conditions of the Credit Facility Agreements in Item 1.01 above are incorporated into this Item 2.03 by reference. Item 3.02 Unregistered Sales of Equity Securities. To the extent applicable, the disclosure of the material terms and conditions of the Tranche One Warrant in Item 1.01 above is incorporated into this Item 3.02 by reference. Item 8.01 Other Events. On the Closing Date, we issued a press release announcing the closing of the Credit Facility. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01 Exhibits. (d) Exhibits Exhibit No. Description 4.1 Tranche One Term Note, dated October 10, 2017, issued by the Company to Marathon Healthcare Finance Fund, L.P. 4.2 Warrant to Purchase Stock, dated October 10, 2017, issued by the Company to Marathon Healthcare Finance Fund, L.P Credit Agreement, dated as of October 10, 2017, by and among the Company, ADMA Plasma Biologics, Inc., ADMA Bio Centers Georgia Inc., ADMA BioManufacturing, LLC, Marathon Healthcare Finance Fund, L.P. and Wilmington Trust, National Association Security Agreement, dated as of October 10, 2017, by and among the Company, ADMA Plasma Biologics, Inc., ADMA Bio Centers Georgia Inc., ADMA BioManufacturing, LLC and Wilmington Trust, National Association Intellectual Property Security Agreement, dated as of October 10, 2017, by and among the Company, ADMA Plasma Biologics, Inc., ADMA Bio Centers Georgia Inc., ADMA BioManufacturing, LLC and Wilmington Trust, National Association Pledge Agreement, dated as of October 10, 2017, by and between the Company and Wilmington Trust, National Association ADMA Biologics, Inc. Press Release, dated October 11, 2017.

6 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. October 11, 2017 ADMA Biologics, Inc. By: /s/ Brian Lenz Name: Brian Lenz Title: Vice President and Chief Financial Officer

7 TRANCHE ONE TERM NOTE $30,000, New York, New York October 10, 2017 FOR VALUE RECEIVED, the undersigned, ADMA BIOLOGICS, INC., ADMA PLASMA BIOLOGICS, INC., ADMA BIO CENTERS GEORGIA INC. and ADMA BIOMANUFACTURING, LLC (individually and collectively, jointly and severally, the Borrower ), hereby unconditionally promise to pay to WILMINGTON TRUST, NATIONAL ASSOCIATION, as agent (the Agent ) for MARATHON HEALTHCARE FINANCE FUND, L.P. (the Lender ), or its registered assigns at the address specified in the Credit Agreement (as hereinafter defined; each capitalized term used and not otherwise defined herein having the meaning assigned to it in the Credit Agreement) in lawful money of the United States and in immediately available funds, the unpaid amount of the Obligations relating to the Tranche One Loan outstanding under the Credit Agreement. Amounts evidenced hereby shall be paid in the amounts and on the dates specified in Section 2 of the Credit Agreement. Any principal amount of this Note prepaid or repaid may not be reborrowed. The outstanding principal balance of this Note together with all accrued and unpaid interest thereon shall be due and payable on the Maturity Date. The holder of this Note is authorized (but not required) to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, the type and amount of the Obligations relating to the Tranche One Loan and the date, type and amount of each payment or prepayment in respect thereof. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure of such holder to make any such endorsement or any error in any such endorsement shall not affect the Obligations. This Note (a) is one of the Notes referred to in the Credit Agreement dated as of October 10, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement ), by and among the Borrower, the Lender, the Agent and any other entities from time to time party thereto and (b) is subject to the provisions of the Credit Agreement. This Note is secured as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and any guarantees, the terms and conditions upon which the security interests and any guarantee were granted and the rights of the holder of this Note in respect thereof. Borrower acknowledges and agrees that Lender and Agent may exercise all rights provided in the Loan Documents with respect to this Note. Upon the occurrence and during the continuance of any one or more of the Events of Default, all Obligations under the Credit Agreement as evidenced by this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether as maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

8 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF NEW YORK (OTHER THAN SECTION OF THE NEW YORK GENERAL OBLIGATIONS LAW). [Remainder of page intentionally left blank. Signature page follows.]

9 In the event of any inconsistency between the terms and conditions of this Note and the terms and conditions of the Collateral Documents, the terms and conditions of this Note shall control and be binding. ADMA BIOLOGICS, INC. By: /s/ Brian Lenz Name: Brian Lenz Title: Vice President ADMA PLASMA BIOLOGICS, INC. By: /s/ Brian Lenz Name: Brian Lenz Title: Vice President ADMA BIO CENTERS GEORGIA INC. By: /s/ Brian Lenz Name: Brian Lenz Title: Vice President ADMA BIOMANUFACTURING, LLC By: /s/ Brian Lenz Name: Brian Lenz Title: Vice President

10 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT ), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. WARRANT TO PURCHASE STOCK Company: ADMA BIOLOGICS, INC., a Delaware corporation Number of Shares: 338,710 Type/Series of Stock: Common stock, $ par value per share ( Common Stock ) Warrant Price: $3.10 per share Issue Date: October 10, 2017 Expiration Date: October 10, 2024 See also Section 6.1(b). Credit Facility: This Warrant to Purchase Stock ( Warrant ) is issued in connection with that certain Credit Agreement dated as of October 10, 2017 among Marathon Healthcare Finance Fund, L.P., as Lender and Collateral Agent, the Lenders from time to time party thereto, the Company, ADMA Plasma Biologics, Inc., ADMA Bio Centers Georgia Inc. and ADMA BioManufacturing, LLC. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, Marathon Healthcare Finance Fund, L.P. ( Initial Holder and, together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, Holder ) is entitled to purchase the number of fully paid and non-assessable shares (the Shares ) of Common Stock (the Class ) of the above-named company (the Company ) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. SECTION 1. EXERCISE. 1.1 Method of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: where: X = Y(A-B)/A X = Y = A = the number of Shares to be issued to the Holder; the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and 1

11 B = the Warrant Price Fair Market Value. If the Company s Common Stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a Trading Market ) and the Class is Common Stock, the fair market value of a Share shall be the closing price or last sale price of a share of Common Stock reported for the Business Day (as defined below) immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Company s Common Stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount. 1.6 Treatment of Warrant Upon Acquisition of Company. ( a ) Acquisition. For the purpose of this Warrant, Acquisition means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company s (or the surviving or successor entity s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company s then-total outstanding combined voting power other than (a) open market sales or (b) any distribution by a stockholder of its share to its partners, stockholders or stakeholders. ( b ) Treatment of Warrant at Acquisition. In the event of an Acquisition prior to the Expiration Date in which the consideration to be received by the Company s stockholders consists solely of cash, solely of Marketable Securities (as defined below) or a combination of cash and Marketable Securities (a Cash/Public Acquisition ), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise this Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. (c) The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than three (3) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice (or the Company provides Notice of a Cash/public Acquisition in accordance hereof to the Holder and the Holder fails to deliver a Notice of exercise prior to the date of the Cash/Public Acquisition) then if, immediately prior to the Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof. 2

12 (d) Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant. (e) As used in this Warrant, Marketable Securities means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded on a Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise or convert this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition to the extent such restrictions may be lifted at such time under the applicable federal or state securities laws, rules or regulations. SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in Common Stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events No Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment. 3

13 SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. follows: 3. 1 Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as (a) All Shares which may be issued upon the proper exercise of this Warrant in accordance with the terms contained herein shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, Common Stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into Common Stock or such other securities. 3.2 Notice of Certain Events. If the Company proposes at any time to: (a) declare any dividend or distribution upon the outstanding shares of common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) offer for subscription or sale pro rata to the holders of the outstanding shares of the Company s common stock (other than pursuant to contractual pre-emptive rights); (c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of common stock; or (d) effect an Acquisition or to liquidate, dissolve or wind up; then, in connection with each such event, the Company shall give Holder: (1) at least seven (7) Business Days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; (2) in the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event). Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder s accounting or reporting requirements. Provided the Company remains subject to the reporting obligations of the Exchange Act, the notice provisions set forth in this Section 3.2 shall terminate at such time as the Company no longer has substantially similar notice obligations under any other warrant or similar instrument. 4

14 SECTION 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. The Holder represents and warrants to the Company as follows: 4. 1 Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares Disclosure of Information. Holder is aware of the Company s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons. under the Act. 4.4 Accredited Investor Status. Holder is an accredited investor within the meaning of Regulation D promulgated 4. 5 The Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act. Warrant. 4.6 No Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this SECTION 5. REGISTRATION RIGHTS Registration. In the event that the Company files a registration statement (a Registration Statement ) with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such piggyback registration would be inappropriate), then Holder shall have the right to require the Company to register the resale of the Shares on such Registration Statement to the extent the Company does not maintain an effective registration statement for the Shares. In the event that Holder requests the registration of less than all of the Shares represented hereby, prior to any such registration, Holder shall request that the Company issue in exchange therefore new warrants representing the Shares in such denominations as the Holder shall request; provided, however, that no such certificate representing any Shares being registered shall also represent any Shares not being registered. Notwithstanding the foregoing, (i) the registration rights contained in this Section 5.1 shall expire on October _, 2024 and (ii) such registration rights shall not be effective more than seven (7) years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(v). 5

15 5. 2 Suspension. The Company may by written notice to Holder immediately suspend the use of any resale prospectus for a period not to exceed 60 consecutive days in any one instance and for a period not to exceed one 120 calendar days in any 12-month period (each, a Suspension Period ) at any time that (i) the Company becomes engaged in a business activity or negotiation or any other event has occurred or is anticipated which is not disclosed in that prospectus which the Company reasonably believes should be disclosed therein under applicable law and which the Company desires to keep confidential for business purposes or (ii) the Company determines that a particular disclosure so determined to be required to be disclosed therein be premature or would adversely affect the Company or its business or prospects. The Company will use its commercially reasonable efforts to ensure that the use of the Registration Statement may be resumed as soon as practicable Costs and Expenses. The Company shall bear all costs and expenses associated with the registration of the Shares as specified in this Section 5 and the preparation and filing of the Registration Statement, including, without limitation, all printing expenses, legal fees and disbursement of the Company s outside counsel, commissions, NASDAQ and blue sky registration filing fees and transfer agents and registrars fees, but not including underwriting commissions or similar charges and legal fees and disbursements of counsel to Holder. SECTION 6. MISCELLANEOUS. 6.1 Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Eastern time, on the Expiration Date and shall be void thereafter Legends. Each certificate evidencing Shares (and each certificate evidencing the securities issued upon conversion of any Shares, if any) shall be imprinted with a customary applicable legend as reasonably determined by the Company Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except with respect to transfers and assignments to affiliates of the Holder or otherwise in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company) Transfer Procedure. After receipt by Initial Holder of the executed Warrant, Initial Holder may transfer all or part of this Warrant to one or more of Initial Holder s affiliates (each, an Initial Holder Affiliate ), by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Section 6.3 and upon providing the Company with written notice, Initial Holder, any such Initial Holder Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee, provided, however, in connection with any such transfer, the Initial Holder Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). 6.5 Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3 rd ) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first (1 st ) Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 6.5. All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise: Marathon Asset Management One Bryant Park, 38th Floor New York, NY Attn: Craig H. Thaler cthaler@marathonfund.com 6

16 With a copy (which shall not constitute notice) to: Loeb & Loeb LLP 345 Park Avenue New York, NY Attn: Fran Stoller fstoller@loeb.com Notice to the Company shall be addressed as follows until Holder receives notice of a change in address: ADMA Biologics, Inc. 465 Route 17 South, Ramsey, NJ Attn: Adam Grossman, President and Chief Executive Officer Fax: (201) agrossman@admabio.com With a copy (which shall not constitute notice) to: DLA Piper LLP (US) 51 JFK Parkway, Suite 120 Short Hills, NJ Attn: David C. Schwartz, Esq. Fax: (973) david.schwartz@dlapiper.com 6.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought Attorneys Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys fees Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles regarding conflicts of law Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant Business Days. Business Day is any day that is not a Saturday, Sunday or a day on which Marathon is closed. [Signature page follows] 7

17 IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above. COMPANY ADMA BIOLOGICS, INC. By: /s/ Brian Lenz Name: Brian Lenz Title: Vice President HOLDER MARATHON HEALTHCARE FINANCE FUND, L.P. By: Marathon Healthcare Finance Fund GP, LLC By: /s/ Andrew Rabinowitz Name: Andrew Rabinowitz (Print) Title: Authorized Signatory [Signature Page to Warrant to Purchase Stock]