8. STOCKHOLDERS' EQUITY | Preferred Stock The Company is currently authorized to issue up to 10 million shares of preferred stock, $.0001, par value. There were no shares of preferred stock outstanding at December 31, 2017 and 2016. Common Stock As of December 31, 2017, the Company was authorized to issue 75 million shares of its common stock, and 36,725,499 shares of common stock were outstanding. After giving effect to shares reserved for the issuance of warrants and stock options, 34,470,298 shares of common stock were available for issuance as of December 31, 2017. As of December 31, 2017, 8,591,160 shares of the Company’s non-voting common stock were authorized, issued and outstanding. On November 13, 2017, the Company completed an underwritten public offering of 19,523,255 shares of its common stock for gross proceeds of $42.0 million. Net proceeds from this offering, after payment of underwriting discounts and offering expenses of $2.8 million, were $39.2 million. On June 6, 2017, the Company issued 4,295,580 shares of common stock and 8,591,160 shares of its non-voting common stock to Biotest in connection with the Biotest Transaction (see Note 3). Except as otherwise required by applicable law, holders of shares of non-voting common stock are not entitled to vote on any matter that is submitted to a vote of the stockholders of the Company; provided, however, that for so long as any shares of non-voting common stock are outstanding, the Company may not, without the prior vote of the holders of at least a majority of the shares of non-voting common stock then outstanding (voting separately as a single class), amend, alter or repeal, whether by merger, consolidation or otherwise, the powers, preferences, or other rights of the shares of non-voting common stock in an adverse manner relative to the powers, preferences or other rights of the shares of the voting common stock, except as permitted by the stockholders’ agreement between the Company and BPC or the Company’s Amended and Restated Certificate of Incorporation. Under certain conditions, the non-voting common stock is convertible into voting common stock. On May 3, 2016, the Company completed an underwritten public offering of 2,176,154 shares of its common stock for gross proceeds of approximately $14.1 million. Net proceeds from this offering were $12.9 million, after payment of underwriting discounts and offering expenses of approximately $1.2 million. Warrants On October 10, 2017, the Company issued to Marathon the Tranche One Warrants (see Note 7) whereby Marathon may purchase an aggregate of 339,301 shares of common stock with an exercise price $3.0946 per share. The Tranche One Warrants became exercisable on the Marathon Closing Date, were valued at $0.6 million and were recorded as discount to the Tranche One Note. In May 2016, the Company issued to Oxford warrants to purchase an aggregate of up to 24,800 shares of the Company’s common stock at an exercise price equal to $6.37 per share. The warrants became exercisable on May 13, 2016 for cash or by net exercise and will expire seven years after their issuance on May 13, 2023. The fair value of these warrants was $0.1 million, which was recognized as a debt discount to the carrying value of the loan. The fair values of the warrants issued during the years ended December 31, 2017 and 2016 were determined using the Black-Scholes option-pricing model with the following assumptions: Year Ended Year Ended December 31, 2017 December 31, 2016 Expected term 7 years 7 years Volatility 57 % 54 % Dividend yield 0.0 0.0 Risk-free interest rate 2.18 % 1.51 % At December 31, 2017, the Company had outstanding warrants to purchase an aggregate of 528,160 shares of common stock, with a weighted average exercise price of $4.76 per share and with expiration dates ranging between June 2022 and October 2024. Stock Options From time to time the Company grants stock options or other equity-based awards under the Company’s 2007 Employee Stock Option Plan (the “2007 Plan”) and the Amended and Restated 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”). The 2014 Plan, as amended, was approved by the Board of Directors of ADMA (the “Board”) on March 15, 2017 and ratified by the Company’s stockholders on May 25, 2017. Currently, the maximum number of shares reserved for grant under the 2014 Plan is: (a) 2,334,940 shares, less any shares available as of such date for issuance under the 2007 Plan; plus (b) an annual increase as of the first day of the Company’s fiscal year, beginning in 2018 and occurring each year thereafter through 2022, equal to 4% of the outstanding shares of common stock as of the end of the Company’s immediately preceding fiscal year, or any lesser number of shares determined by the Board; provided, however, that no more than an aggregate of 10 million shares of common stock may be issued pursuant to incentive stock options intended to qualify under Section 422 of the Internal Revenue Code. As of December 31, 2017, an aggregate of 654,645 shares were available for issuance under the 2007 Plan and the 2014 Plan. In accordance with the foregoing, on January 1, 2018, the aggregate number of shares available for issuance increased to 2,467,311. During the years ended December 31, 2017 and 2016, the Company recorded stock-based compensation expense to employees of $1.6 million and $1.3 million, respectively. The fair value of employee options granted was determined on the date of grant using the Black-Scholes model. The Black-Scholes option valuation model was developed for use in estimating the fair value of publicly traded options, which have no vesting restrictions and are fully transferable. The Company’s employee stock options have characteristics significantly different from those of traded options, and changes in the underlying Black-Scholes assumptions can materially affect the fair value estimate. To determine the risk-free interest rate, the Company utilized the U.S. Treasury yield curve in effect at the time of the grant with a term consistent with the expected term of the Company’s awards. The expected term of the options granted is in accordance with Staff Accounting Bulletins 107 and 110, which is based on the average between vesting terms and contractual terms. The expected dividend yield reflects the Company’s current and expected future policy for dividends on the Company’s common stock. The expected stock price volatility for the Company’s stock options was calculated by examining the pro rata historical volatilities for similar publicly traded industry peers and the trading history for the Company’s common stock. The Company will continue to analyze the expected stock price volatility and expected term assumptions. The 2007 Plan and 2014 Plan provide for the Board or a Committee of the Board (the “Committee”) to grant awards to optionees and to determine the exercise price, vesting term, expiration date and all other terms and conditions of the awards, including acceleration of the vesting of an award at any time. All options granted under the 2007 and 2014 Plans are intended to be incentive stock options (“ISOs”), unless specified by the Committee to be non-qualified options (“NQOs”) as defined by the Internal Revenue Code. ISOs and NQOs may be granted to employees, consultants or Board members at an option price not less than the fair market value of the common stock subject to the stock option agreement. The following table summarizes information about stock options outstanding as of December 31, 2017 and 2016: Shares Weighted Average Exercise Price Balance at December 31, 2015 1,464,203 $ 8.02 Forfeited (21,334 ) $ 8.02 Expired (8,666 ) $ 7.88 Granted 100,984 $ 6.20 Balance at December 31, 2016 1,535,187 $ 7.90 Forfeited (94,024 ) $ 7.72 Expired (47,476 ) $ 9.02 Granted 1,976,295 $ 3.73 Exercised (93,939 ) $ 2.68 Balance at December 31, 2017 3,276,043 $ 5.52 Options exercisable 1,338,568 $ 7.68 The weighted average remaining contractual term of stock options outstanding and expected to vest at December 31, 2017 is 7.9 years. The weighted average remaining contractual term of stock options exercisable at December 31, 2017 is 5.8 years. The following table summarizes additional information regarding outstanding and exercisable options under the stock option plans at December 31, 2017: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Options Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value Options Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value $1.34 - $2.06 35,418 8.9 $ 1.97 $ 44,092 4,668 2.4 $ 1.34 $ 8,729 $2.53 - $5.00 1,927,331 9.4 $ 3.75 21,385 133,869 9.0 $ 3.87 3,067 $5.96 - $8.98 1,026,794 5.2 $ 7.64 — 993,581 5.1 $ 7.65 — $9.37 - $10.80 286,500 7.3 $ 10.33 — 206,450 7.3 $ 10.44 — 3,276,043 7.9 $ 5.52 $ 65,477 1,338,568 5.8 $ 7.68 $ 11,796 Stock-based compensation expense for the years ended December 31, 2017 and 2016 was as follows: 2017 2016 Research and development $ 380,925 $ 439,982 Plasma centers 47,330 52,973 Selling, general and administrative 1,081,236 757,119 Cost of goods sold 52,168 — Total stock-based compensation expense $ 1,561,659 $ 1,250,074 As of December 31, 2017, the total unrecognized compensation expense related to unvested options was $4.0 million, which is expected to be recognized over a weighted-average period of 2.8 years. The Company’s outstanding and exercisable options had an intrinsic value of approximately $12,000 as of December 31, 2017. |