Quarterly report pursuant to Section 13 or 15(d)

STOCKHOLDERS' EQUITY

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STOCKHOLDERS' EQUITY
9 Months Ended
Sep. 30, 2020
STOCKHOLDERS' EQUITY  
7. STOCKHOLDERS' EQUITY

7.  STOCKHOLDERS’ EQUITY

 

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, 2020 and December 31, 2019.

 

Common Stock

 

As of September 30, 2020 and December 31, 2019, the Company was authorized to issue 150,000,000shares of its common stock, $0.0001par value per share, and 89,616,176and 59,318,355shares of common stock were outstanding as of September 30, 2020 and December 31, 2019, respectively. After giving effect to the 9,407,511 shares reserved for outstanding warrants and awards issued under the Company’s equity incentive plans, as of September 30, 2020 there were 50,976,313 shares of common stock available for issuance. 

 

On August 5, 2020, the Company entered into the Sale Agreement with Jefferies, pursuant to which the Company could offer and sell, from time to time, at its option, through or to Jefferies, up to an aggregate of $50 million of shares of the Company’s common stock. As of September 30, 2020, the Company had issued and sold 3,251,195 shares of common under the Sale Agreement and received net proceeds of $10.6 million.

   

On February 11, 2020, the Company completed an underwritten public offering of 23,500,000 shares of its common stock for gross proceeds of $82.3 million. On February 21, 2020, the Company sold an additional 3,525,000 shares pursuant to the underwriters’ exercise of their option to purchase additional shares of the Company’s common stock for additional gross proceeds of $12.3 million. The Company received net proceeds, after underwriting discounts and other expenses associated with the offering, of approximately $88.7 million.   

 

Warrants

 

At September 30, 2020 and December 31, 2019, the Company had outstanding warrants to purchase an aggregate of2,138,160 shares of common stock, with a weighted average exercise price of $3.81 per share and expiration dates ranging between June 2022 and May 2029.

 

Equity Incentive Plans

 

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, 2020 and 2019:

 

 

 

Nine Months Ended September 30,

 

 

 

2020

 

 

2019

 

Expected term

 

5.5 -6.3 years

 

 

5.8 - 6.3 years

 

Volatility

 

62%-69%

 

 

54%-63%

 

Dividend yield

 

 

0.0

 

 

 

0.0

 

Risk-free interest rate

 

0.33-1.68%

 

 

1.36-2.92%

 

During the nine months ended September 30, 2020 and 2019, the Company granted options to purchase an aggregate of 1,398,412 and 1,493,100 shares of common stock, respectively, to its directors, employees and certain third-party service providers.  The weighted average remaining contractual life of stock options outstanding and expected to vest at September 30, 2020 is 6.7 years. The weighted average remaining contractual life of stock options exercisable at September 30, 2020 is 5.5 years.

 

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

 

 

Shares

 

 

Weighted Average Exercise Price

 

Balance at December 31, 2019

 

 

5,630,351

 

 

$ 4.76

 

Forfeited

 

 

(72,188 )

 

$ 3.61

 

Expired

 

 

(11,598 )

 

$ 4.29

 

Granted

 

 

1,398,412

 

 

$ 2.96

 

Exercised

 

 

(6,626 )

 

$ 2.03

 

Balance at September 30, 2020

 

 

6,938,351

 

 

$ 4.41

 

 

 

 

 

 

 

 

 

 

Options exercisable

 

 

4,315,757

 

 

$ 5.08

 

 

As of September 30, 2020, the Company had $4.6 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 2.5 years.

During the nine months ended September 30, 2020, the Company granted Restricted Stock Units (“RSUs”) to members of the Company’s Board of Directors and to certain management employees of the Company.  The total RSUs granted during the period represent an aggregate of 361,000 shares of the Company’s common stock. The RSUs vest semi-annually over a period of one year for directors and annually over a period of four years for employees. Total compensation expense related to unvested RSUs for the three and nine months ended September 30, 2020 was $0.1 million and $0.2 million, respectively. A summary of the Company’s unvested RSU activity and related information is as follows:

 

 

 

Shares

 

 

Weighted Average Grant Date Fair Value

 

Balance at December 31, 2019

 

 

-

 

 

$ -

 

Granted

 

 

361,000

 

 

$ 2.82

 

Vested

 

 

(15,000 )

 

$ 2.92

 

Forfeited

 

 

(15,000 )

 

$ 2.92

 

Balance at September 30, 2020

 

 

331,000

 

 

$ 2.81

 

As of September 30, 2020, the Company had $0.8 million of unrecognized compensation expense related to unvested RSUs granted under the Company’s equity incentive plans, which is expected to be recognized over a weighted-average period of 3.3 years.

 

Total stock-based compensation expense for all awards granted under the Company’s equity incentive plans for the three and nine months ended September 30, 2020 and 2019 is as follows: 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Research and development

 

$ 166,610

 

 

$ 95,757

 

 

$ 365,213

 

 

$ 271,823

 

Plasma centers

 

 

8,579

 

 

 

13,333

 

 

 

24,333

 

 

 

38,086

 

Selling, general and administrative

 

 

535,949

 

 

 

491,710

 

 

 

1,599,094

 

 

 

1,559,530

 

Cost of product revenue

 

 

63,646

 

 

 

49,870

 

 

 

178,300

 

 

 

145,230

 

Total stock-based compensation expense

 

$ 774,784

 

 

$ 650,670

 

 

$ 2,166,940

 

 

$ 2,014,669