Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Sep. 30, 2018
Equity [Abstract]  

Preferred Stock

The Company is currently authorized to issue up to 10 million shares of preferred stock, $0.0001, par value per share. There were no shares of preferred stock outstanding at September 30, 2018 and December 31, 2017.


Common Stock

As of September 30, 2018 and December 31, 2017, the Company was authorized to issue 75,000,000 shares of its common stock, and 46,351,243 and 36,725,499 shares of common stock, respectively, were outstanding. After giving effect to shares reserved for the issuance of warrants and stock options, as of September 30, 2018, 23,842,273 shares of common stock were available for issuance.


On May 14, 2018, pursuant to the Biotest Transfer Agreement, all 8,591,160 shares of the Company’s non-voting common stock (see Note 3) were transferred from Biotest to the Company and the shares were immediately retired and are no longer available for issuance.


In June 2018, the Company completed an underwritten public offering of 9,623,430 shares of common stock for gross proceeds of $46.0 million. The Company received net proceeds from this offering, after underwriters’ commissions and other offering expenses, of $42.9 million. The net proceeds have been and will continue to be used, among other things, (i) for continued remediation and ongoing improvements and enhancements at the Boca Facility, (ii) to submit the PAS for, and relaunch of, BIVIGAM, (iii) to resubmit the RI-002 BLA, (iv) for expenses associated with obtaining with FDA approval of ADMA’s third plasma collection facility, and (v) for general corporate purposes and other capital expenditures.


Equity Incentive Plan

The fair value of stock options granted under the Company’s 2007 Employee Stock Option Plan (the “2007 Plan”) and the ADMA Biologics, Inc. 2014 Omnibus Incentive Compensation Plan, as amended and restated (the “2014 Plan”), was determined on the date of grant using the Black-Scholes option valuation model. The Black-Scholes model was developed for use in estimating the fair value of publicly traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of certain subjective assumptions including the expected stock price volatility. The stock options granted to employees and directors have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate. The following assumptions were used to determine the fair value of options granted during the nine months ended September 30, 2018 and 2017:



  Nine Months Ended September 30,
  2018   2017
Expected term 5.8 - 6.3 years   5.8 - 6.3 years
Volatility 54-57%   58-64%
Dividend yield 0.0   0.0
Risk-free interest rate 2.40-2.97%   1.60-2.29%


The weighted average remaining contractual life of stock options outstanding and expected to vest at September 30, 2018 is 7.7 years. The weighted average remaining contractual life of stock options exercisable at September 30, 2018 is 6.2 years.


A summary of the Company’s option activity under the 2007 Plan and 2014 Plan and related information is as follows:


  Nine Months Ended
  September 30, 2018
  Shares   Weighted Average Exercise Price
Outstanding at beginning of period            3,276,043    $                 5.52
Forfeited               (46,285)    $                 4.05
Expired               (12,446)    $                 8.03
Granted            1,064,700    $                 3.99
Exercised                 (3,688)    $                 3.14
Outstanding at end of period and expected to vest            4,278,324    $                 5.15
Options exercisable            2,026,707    $                 6.51


During the nine months ended September 30, 2018, an aggregate of 1,959 option shares were exercised in cashless exercise transactions resulting in the issuance of an aggregate of 585 shares of common stock, and 1,729 option shares were exercised for cash. Stock-based compensation expense for the three and nine months ended September 30, 2018 and 2017 is as follows:


    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2018   2017   2018   2017
Research and development    $               84,588    $             141,405    $             246,231    $             262,822
Plasma centers                       7,836                     10,341                     22,682                     36,288
Selling, general and administrative                   444,651                   331,946                1,245,702                   726,062
Cost of product revenue                     40,506                     22,038                   113,141                     27,798
Total stock-based compensation expense    $             577,581    $             505,730    $          1,627,756    $          1,052,970


As of September 30, 2018, the Company had $4.7 million of unrecognized compensation expense related to options granted under the Company’s equity incentive plans, which is expected to be recognized over a weighted-average period of 2.7 years.