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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

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-186579

Date
February 12, 2013
Author
/s/ Daniel Greenspan for
Form
UPLOAD
Company
ADMA BIOLOGICS, INC. (ADMA) (CIK 0001368514)

Letter

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

Show Raw Text
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