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SEC Comment Letter for ADMA BIOLOGICS, INC. (ADMA) (CIK 0001368514) (ADMA) — Apr 25, 2012

ADMA BIOLOGICS, INC. (ADMA) (CIK 0001368514)
Date: April 25, 2012 · CIK: 0001368514 · Accession: 0000000000-12-021147

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File numbers found in text: 333-180449

Referenced dates: March 9, 2012

Date
April 24, 2012
Author
Justin Dobbie
Form
UPLOAD
Company
ADMA BIOLOGICS, INC. (ADMA) (CIK 0001368514)

Letter

April 24, 2012 Via E-mail Adam S. Grossman Chief Executive Officer ADMA Biologics, Inc. 65 Commerce Way Hackensack, New Jersey 07601 Re: ADMA Biologics, Inc. Registration Statement on Form S-1 Filed March 29, 2012 File No. 333-180449

Dear Mr. Grossman: We have limited our review of your registra tion statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may be tter understand your disclosure. Please respond to this letter by am ending your registration statement and providing the requested information. Where you do not believe our comments apply to your facts and circumstances or do not believ e an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to th ese comments, we may have additional comments. General

1. Since you appear to qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“the Act”), please disclose on your prospectus cover page that you are an emerging growth company, and revise your prospectus to provide the fo llowing additional disclosures:

 Describe how and when a company may lose emerging growth company status;

Adam S. Grossman ADMA Biologics, Inc. April 24, 2012 Page 2  A brief description of the various exemptions that ar e available to you, such as exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934; and  Your election under Secti on 107(b) of the Act: o If you have elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act, include a statement that the election is irrevocable; or o If you have elected to use the extend ed transition period for complying with new or revised accounting stan dards under Section 102(b)(2)(B) of the Act, provide a risk factor explai ning that this election allows you to delay the adoption of new or revi sed accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Please state in your risk factor that, as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates. Include a similar statemen t in your critical accounting policy disclosures in MD&A. 2. We note the comment letters from the staff dated March 9, 2012 and April 12, 2012 regarding your Form 8-K filed on February 13, 2012, as amended. Please be advised that your outs tanding comments concerning the Form 8-K must be resolved prior to the effectiveness of this Form S-1 registration statement. Additionally, to the extent you amend the Form 8-K, in response to comments or otherwise, please revise to make any app licable conforming changes to this Form S-1.

3. We note your pending confidential treatment request related to Exhibits 10.8 and 10.9 incorporated by reference to your Form 8-K filed on February 13, 2012. Please note that the staff must act on this confidential treatment request before the acceleration of effectivene ss of this Form S-1.

4. It appears that the offering by the selling stockholders ma y be an indirect primary offering rather than a secondary offering. Please revise to name each of the selling stockholders as underwriters and to conduct the offering at a fixed price or provide detailed legal analyses explaining why this is not necessary.

Outside Cover Page of Prospectus

5. We note on page 39 and elsewhere that your common stock is not traded on any national securities exchange but that you will seek to have the common stock quoted on the OTCBB. Notwithstanding our comment 4 above, please revise here to state that the selling stockholders will sell their shares at a fixed price per share until your shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices.

Adam S. Grossman ADMA Biologics, Inc. April 24, 2012 Page 3 Signatures

6. Please revise so that the second half of the signature block is signed by persons with the indicated capacity of principa l financial officer and either principal accounting officer or controller.

Exhibit 5.1

7. Please delete the second sentence in the first full paragraph on page 2. Such a limitation on the scope of documents examined is not appropriate. In addition this appears inconsistent with th e first sentence on page 2.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Adam S. Grossman ADMA Biologics, Inc. April 24, 2012 Page 4 You may contact Amy Gedde s at (202) 551-3304 or Ma rgery Reich at (202) 551- 3347 if you have questions regarding comments on the financial statements and related matters. Please contact John Dana Brow n at (202) 551-3859 or me at (202) 551-3469 with any other questions. S i n c e r e l y , / s / J u s t i n D o b b i e Justin Dobbie Legal Branch Chief

cc: Roland S. Chase SNR Denton US LLP

Show Raw Text
April 24, 2012  Via E-mail

Adam S. Grossman Chief Executive Officer  ADMA Biologics, Inc. 65 Commerce Way Hackensack, New Jersey 07601
Re: ADMA Biologics, Inc.
Registration Statement on Form S-1 Filed March 29, 2012 File No. 333-180449

Dear Mr. Grossman:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us
with information so we may be tter understand your disclosure.
 Please respond to this letter by am ending your registration statement and
providing the requested information.  Where you do not believe our comments apply to
your facts and circumstances or do not believ e an amendment is appropriate, please tell
us why in your response.

After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.  General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act (“the Act”), please disclose on your
prospectus cover page that you are an emerging growth company, and revise your
prospectus to provide the fo llowing additional disclosures:

 Describe how and when a company may lose emerging growth company
status;

Adam S. Grossman
ADMA Biologics, Inc. April 24, 2012 Page 2
  A brief description of the various exemptions that ar e available to you, such as
exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and
Section 14A(a) and (b) of the Securities Exchange Act of 1934; and
 Your election under Secti on 107(b) of the Act:
o If you have elected to opt out
 of the extended transition period for
complying with new or revised accounting standards pursuant to Section
107(b) of the Act, include a statement that the election is  irrevocable; or
o If you have elected to use the extend ed transition period for complying
with new or revised accounting stan dards under Section 102(b)(2)(B) of
the Act, provide a risk factor explai ning that this election allows you to
delay the adoption of new or revi sed accounting standards that have
different effective dates for public  and private companies until those
standards apply to private companies.  Please state in your risk factor that,
as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates.  Include a similar statemen t in your critical accounting policy
disclosures in MD&A.
2. We note the comment letters from the staff dated March 9, 2012 and April 12,
2012 regarding your Form 8-K filed on February 13, 2012, as amended.  Please be advised that your outs tanding comments concerning the Form 8-K must be
resolved prior to the effectiveness of this Form S-1 registration statement.  Additionally, to the extent you amend the Form 8-K,  in response to comments or
otherwise, please revise to make any app licable conforming changes to this Form
S-1.

3. We note your pending confidential treatment request related to Exhibits 10.8 and
10.9 incorporated by reference to your Form 8-K filed on February 13, 2012.
Please note that the staff must act on this  confidential treatment request before the
acceleration of effectivene ss of this Form S-1.

4. It appears that the offering by the selling stockholders ma y be an indirect primary
offering rather than a secondary offering.  Please revise to name each of the selling
stockholders as underwriters and to conduct the offering at a fixed price or provide
detailed legal analyses explaining why this is not necessary.

Outside Cover Page of Prospectus

5. We note on page 39 and elsewhere that your common stock is not traded on any
national securities exchange but that you will seek to have the common stock quoted
on the OTCBB.  Notwithstanding our comment 4 above, please revise here to state
that the selling stockholders will sell their shares at a fixed price per share until your
shares are quoted on the OTCBB and thereafter at prevailing market prices or
privately negotiated prices.

Adam S. Grossman
ADMA Biologics, Inc. April 24, 2012 Page 3
 Signatures

6. Please revise so that the second half of  the signature block is signed by persons
with the indicated capacity of principa l financial officer and either principal
accounting officer or controller.

Exhibit 5.1

7. Please delete the second sentence in the first full paragraph on page 2.  Such a
limitation on the scope of documents examined is not appropriate.  In addition this
appears inconsistent with th e first sentence on page 2.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective
date of the pending registration statement please provide a written statement from the
company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as
they relate to the proposed public offering of the securities specified in the above registration
statement. Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.

Adam S. Grossman
ADMA Biologics, Inc. April 24, 2012 Page 4
 You may contact Amy Gedde s at (202) 551-3304 or Ma rgery Reich at (202) 551-
3347 if you have questions regarding comments on the financial statements and related
matters.  Please contact John Dana Brow n at (202) 551-3859 or me at (202) 551-3469
with any other questions.
        S i n c e r e l y ,           / s /  J u s t i n  D o b b i e
Justin Dobbie Legal Branch Chief

cc: Roland S. Chase  SNR Denton US LLP