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SEC Comment Letter for ADMA BIOLOGICS, INC. (ADMA) (CIK 0001368514) (ADMA) — May 23, 2012

ADMA BIOLOGICS, INC. (ADMA) (CIK 0001368514)
Date: May 23, 2012 · CIK: 0001368514 · Accession: 0000000000-12-026604

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File numbers found in text: 333-180449

Referenced dates: April 24, 2012

Date
May 22, 2012
Author
/s/ Justin Dobbie
Form
UPLOAD
Company
ADMA BIOLOGICS, INC. (ADMA) (CIK 0001368514)

Letter

May 22, 2012 Via E -mail Adam S. Grossman Chief Executive Officer ADMA Biologics, Inc. 65 Commerce Way Hackensack, New Jersey 07601

Re: ADMA Biologics, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed M ay 8, 2012 File No. 333-180449

Dear Mr. Grossman:

We have reviewed your responses to the comments in our letter dated April 24, 2012 and have the following additional comments.

General

1. We note your response to our prior comment 1. Please refer to the first paragraph of the risk factor beginning “We are an „emerging growth company‟” on page 32. Please revise the reference to the “transitional period ” in this paragraph to explain that this means that the reduced disclosure requirements discussed will be available as long as you are an emerging growth company.

2. We note your response to our prior comment 4. We note the statement in your response that all of the selling stockholders represented to the company that they were not acquiring their securities with a view to dist ribution or resale of the securities “except in full compliance with all applicable provisions of the Securities Act.” Please tell us whether any of the selling stockholders acquired their securities with a view to distribution, even if they intended to c omply with the Securities Act.

Outside Cover Page of Prospectus

3. We note your response to our prior comment 5. Please revise to name a fixed price per share at which the selling stockholders will sell their shares until your shares are quoted on the OTCB B.

Adam S. Grossman ADMA Biologics, Inc. May 22, 2012 Page 2

Risks Relating to Our Securities, page 30

4. Refer to your disclosure that you are an “emerging growth company” on page 32. Please expand the second paragraph under this heading to also provide a cross reference to the Critical Accounting Policies section of Management‟s Discussion and Analysis for a further discussion of the extended transition period for complying with new or revised accounting standards.

Critical Accounting Policies and Estimates, page 61

5. Please expand your disclosures to more fully describe the implications of the extended transition period provided by the JOBS Act. Specifically, please clarify that you may take advantage of the extended transition period provided in Securities Act Section 7(a) (2)(B) until the first to occur of the date you (i) are no longer an “emerging growth company” or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Securities Act Section 7(a)(2)(B). Accordingly, until the date you are no longer an “emerging growth company” or affirmatively and irrevocably opt out of the exemption provided by Securities Act Section 7(a)(2)(b), upon issuance of a new or revised accounting standard that applies to your financial statements and has a different effective date for public and private companies, you will disclose the date on which adoption is required for non -emerging growth companies and the date on which you will adopt the recently issued accounting standard.

You may contact Amy Geddes at (202) 551 -3304 or Margery Reich at (202) 551 - 3347 if you have questions regarding comments on the financial statements and related matters. Please contact John Dana Brown at (202) 551 -3859 or me at (202) 551 -3469 with any other questions.

Sincerely,
/s/ Justin Dobbie

Show Raw Text
May 22, 2012

Via E -mail
Adam S. Grossman
Chief Executive Officer
ADMA Biologics, Inc.
65 Commerce Way
Hackensack, New Jersey 07601

Re: ADMA Biologics, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed M ay 8, 2012
File No. 333-180449

Dear Mr. Grossman:

We have reviewed your responses to the comments in our letter dated April 24,
2012 and have the following additional comments.

General

1. We note your response to our prior comment 1.  Please refer to the first paragraph
of the risk factor beginning “We are an „emerging growth company‟” on page 32.
Please revise the reference to the “transitional period ” in this paragraph to explain
that this means that the reduced disclosure requirements discussed will be
available as long  as you are an emerging growth company.

2. We note your response to our prior comment 4.  We note the statement in your
response that all of the selling stockholders represented to the company that they
were not acquiring their securities with a view to dist ribution or resale of the
securities “except in full compliance with all applicable provisions of the
Securities Act.”  Please tell us whether any of the selling stockholders acquired
their securities with a view to distribution, even if they intended to c omply  with
the Securities Act.

Outside Cover Page of Prospectus

3. We note your response to our prior comment 5.  Please revise to name a fixed
price per share at which the selling stockholders will sell their shares until your
shares are quoted on the OTCB B.

Adam S. Grossman
ADMA Biologics, Inc.
May 22, 2012
Page 2

Risks Relating to Our Securities, page 30

4. Refer to your disclosure that you are an “emerging growth company” on page 32.
Please expand the second paragraph under this heading to also provide a cross
reference to the Critical Accounting Policies section of Management‟s Discussion
and Analysis for a further discussion of the extended transition period for
complying with new or revised accounting standards.

Critical Accounting Policies and Estimates, page 61

5. Please expand your disclosures to more fully describe the implications of the
extended transition period provided by the JOBS Act.   Specifically, please clarify
that you may take advantage of the extended transition period provided in
Securities Act Section 7(a) (2)(B) until the first to occur of the date you (i) are no
longer an “emerging growth company” or (ii) affirmatively and irrevocably opt
out of the extended transition period provided in Securities Act Section
7(a)(2)(B).   Accordingly, until the date you are no longer an “emerging growth
company” or affirmatively and irrevocably opt out of the exemption provided by
Securities Act Section 7(a)(2)(b), upon issuance of a new or revised accounting
standard that applies to your financial statements and has a different effective date
for public  and private companies, you will disclose the date on which adoption is
required for non -emerging growth companies and the date on which you will
adopt the recently issued accounting standard.

You may contact Amy Geddes at (202) 551 -3304 or Margery Reich at (202) 551 -
3347 if you have questions regarding comments on the financial statements and related
matters.  Please contact John Dana Brown at (202) 551 -3859 or me at (202) 551 -3469
with any other questions.

        Sincerely,

        /s/ Justin Dobbie

Justin Dobbie
Lega l Branch Chief

cc: Roland S. Chase
 SNR Denton US LLP