UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 19, 2023
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ADAMIS PHARMACEUTICALS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 0-26372 | 82-0429727 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
11682 El Camino Real, Suite 300 San Diego, CA | 92130 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (858) 997-2400
(Former name or Former Address, if Changed Since Last Report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock | ADMP | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into Material Definitive Agreement
On July 19, 2023, Adamis Pharmaceuticals Corporation (the “Company”) entered into a purchase and sale agreement (the “Agreement”) to sell the building and real property located in Conway, Arkansas, formerly utilized by the Company’s discontinued compounding pharmacy business, to FarmaKeio Pharmacy Network, LLC, a Texas limited liability company ("Purchaser"). The Company also entered into a related agreement to sell to the Purchaser certain personal property assets and equipment located at the building and real property as well as certain related intellectual property assets. The total aggregate consideration for the real property and other assets is $2,000,000, before estimated commissions, fees and closing costs of approximately $232,700. The closing of the transaction is subject to satisfaction of a number of customary closing conditions, and is expected to be completed in the near future.
The Agreement includes a number customary provisions addressing matters such as title and title insurance, closing deliverables, representations and warranties of the Company and the Purchaser, survival of the Company’s representations and warranties for a period of time after the closing, indemnification by the Company of the Purchaser for breach of the Company’s representations, warranties and covenants in the Agreement and relating to the property, liability limitations, and other matters.
The preceding description of the Agreement does not purport to be complete, and is qualified in its entirety by reference to the Agreement and the personal property and assets sales agreement, which are filed as Exhibits to this Current Report on Form 8-K. The representations, warranties and covenants contained in the Agreement have been made solely for the benefit of the parties to the Agreement and: (i) may be intended not as statements of fact but rather as a way of allocating risk among the parties if those statements prove to be inaccurate; and (ii) were made only as of the date of the Agreement or such other dates as may be specified in the Agreement and are subject to more recent developments. Accordingly, any such representations and warranties should not be relied upon as characterizations of the actual state of facts or affairs on the date they were made or at any other time.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or operations, including, but not limited to: the Company’s beliefs concerning the anticipated closing and expected timing of closing of the transactions contemplated by the Agreement; the amount of estimated commissions, fees and closing costs payable by the Company pursuant to the agreements described above; and estimates of costs and liabilities associated with the transactions described above. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. The Company’s actual results, the timing of events, and costs, expenses, charges and liabilities associated with the transactions described in this Current Report may differ materially from those anticipated by such forward-looking statements. There are no assurances that the transactions described in this Current Report will be consummated or will be completed within the time period anticipated by the Company, or concerning the commissions, fees, costs, expenses, charges or liabilities that we may incur in in connection with the transactions described in this Current Report. Certain other risks relating to the Company’s business, financial conditions and prospects, are described in the Company’s other filings from time to time with the Securities and Exchange Commission, including the risk factors identified under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as updated by the Company’s subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which the Company strongly urges you to read and consider and all of which are available free of charge on the SEC’s web site at http://www.sec.gov. Such forward-looking statements speak only as of the date of this Current Report, and except to the extent otherwise required by law, the Company undertakes no duty or obligation, and expressly disclaims any obligation, to update any forward-looking statements contained in this Current Report as a result of new information, future events or changes in its expectations.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | ||
10.1 | Purchase and Sale Agreement. */+ | ||
10.2 | Sales Agreement. * | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the SEC.
+ Certain marked information has been omitted from this exhibit because it is both not material and would be competitively harmful if publicly disclosed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ADAMIS PHARMACEUTICALS CORPORATION | ||
Dated: July 24, 2023 | By: | /s/ David J. Marguglio |
Name: | David J. Marguglio | |
Title: | President |