SEC Comment Letter for ADMA BIOLOGICS, INC. (ADMA) (CIK 0001368514) (ADMA) — Feb 12, 2013
ADMA BIOLOGICS, INC. (ADMA) (CIK 0001368514)
Date: Feb. 12, 2013 · CIK: 0001368514 · Accession: 0000000000-13-008259
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File numbers found in text: 333-186579
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February 12, 2013 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 February 11, 2013 File No. 333-186579 Dear Mr. Grossman : We have limited our review of your registration statement to the resolution of your pending confidential treatment request and to the issue we have addressed in our comment . Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is approp riate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to our comment , we may have additional comments. 1. Please file the legal opinion of SNR Denton as exhibit 5.1 to your registration statement. We may have further comments based on our review of the opinion. 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 193 3 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 comment , in the event you request accele ration 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 no t foreclose the Commission from taking any action with respect to the filing; Adam S. Grossman ADMA Biologics, Inc. February 12, 2013 Page 2 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 o f 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. Please co ntact Johnny Gharib at (202) 551 -3170, Daniel Greenspan at (202) 551 -3623 or me at (202) 551 -3715 with any questions. Sincerely, /s/ Daniel Greenspan for Jeffrey P. Riedler Assistant Director Via E -mail Jeffrey A. Baumel, Esq. SNR Denton US LLP 1221 Avenue of the Americas New York, New York 10020