SEC Comment Letter for ADMA BIOLOGICS, INC. (ADMA) (CIK 0001368514) (ADMA) — Jun 19, 2012
ADMA BIOLOGICS, INC. (ADMA) (CIK 0001368514)
Date: June 19, 2012 · CIK: 0001368514 · Accession: 0000000000-12-031929
AI Filing Summary & Sentiment
File numbers found in text: 333-180449
Letter
June 19, 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. 2 to Registration Statement on Form S-1 Filed June 5 , 2012 File No. 333-180449
Dear Mr. Grossman:
We have reviewed your responses to the comments in our letter dated May 22 , 2012 and have the following additional comments.
Outside Cover Page of Prospectus
1. We note your response to our prior comment 3. We not e on page 75 that you issued shares in the 2012 Financing at $9.60 per share to Burrill, Aisling, and the Grossman Group and that the se selling shareholders are initially offering your securities at $ 9.60 per share. Please explain how $ 9.60 per share cons titutes a bona fide estimate of the maximum price per share. Your explanation should address the fact, as appropriate, that the $ 9.60 per share price was the original price paid by certain of the selling shareholders and that this prohibits them from maki ng any profit on sales unless and until there is an active trading market. This particular fact suggests that $ 9.60 per share is not a bona fide estimate of the maximum offering price. Alternatively, increase the fixed price to a bona fide estimate and pay any additional filing fee.
Determination of Offering Price, page 39
2. We no te your response to our prior comment 3. Please revise your disclosure here to be consistent with your disclosure on the outside cover page of the prospectus indicating that until your shares are quoted on the OTCBB, the selling stockholders will sell the shares covered by this prospectus at a fixed pr ice.
Adam S. Grossman ADMA Biologics, Inc. June 19, 2012 Page 2
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 a ny other questions.
Sincerely,
/s/ Justin Dobbie
Show Raw Text
June 19, 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. 2 to
Registration Statement on Form S-1
Filed June 5 , 2012
File No. 333-180449
Dear Mr. Grossman:
We have reviewed your responses to the comments in our letter dated May 22 ,
2012 and have the following additional comments.
Outside Cover Page of Prospectus
1. We note your response to our prior comment 3. We not e on page 75 that you
issued shares in the 2012 Financing at $9.60 per share to Burrill, Aisling, and the
Grossman Group and that the se selling shareholders are initially offering your
securities at $ 9.60 per share. Please explain how $ 9.60 per share cons titutes a
bona fide estimate of the maximum price per share. Your explanation should
address the fact, as appropriate, that the $ 9.60 per share price was the original
price paid by certain of the selling shareholders and that this prohibits them from
maki ng any profit on sales unless and until there is an active trading market. This
particular fact suggests that $ 9.60 per share is not a bona fide estimate of the
maximum offering price. Alternatively, increase the fixed price to a bona fide
estimate and pay any additional filing fee.
Determination of Offering Price, page 39
2. We no te your response to our prior comment 3. Please revise your disclosure
here to be consistent with your disclosure on the outside cover page of the
prospectus indicating that until your shares are quoted on the OTCBB, the selling
stockholders will sell the shares covered by this prospectus at a fixed pr ice.
Adam S. Grossman
ADMA Biologics, Inc.
June 19, 2012
Page 2
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 a ny other questions.
Sincerely,
/s/ Justin Dobbie
Justin Dobbie
Legal Branch Chief
cc: Roland S. Chase
SNR Denton US LLP