UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington 20549

 

 

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 AND

AMENDMENTS THERETO FILED PURSUANT TO 13d-2

 

 

 

ADMA Biologics, Inc.

(Name of Issuer)

 

 

 

Common Stock

(Title of Class of Securities)

 

000899104

(CUSIP Number)

 

G. Steven Burrill c/o Burrill & Company LLC One Embarcadero Center, Suite 2700 San Francisco, CA 94111 415-591-5400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

Copy To: Timothy Young, Esq. c/o Fortis General Counsel, LLP One Lagoon Drive, Suite 100 Redwood Shores, CA 94065 650-489-0850   February 13, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 000899104		SCHEDULE 13D		Page 2 of 13

 

1		NAMES OF REPORTING PERSON:   Burrill Capital Fund IV, L.P. (the “Fund”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  ¨        (b)  ¨
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS):   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION:   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER:   885,417 shares, except that Burrill & Company (BCF IV GP), LLC (the “General Partner”) is the general partner of the Fund and may deemed to have sole power to vote these shares; and each of G. Steven Burrill, Bryant Fong, Victor Hebert, Douglas Lind, David Wetherell and Joshua Zelig (the “Managing Directors”) are members of the investment committee of the General Partner, and each Managing Director may be deemed to have shared power to vote these shares.
				8		SHARED VOTING POWER:   See response to row 7.
				9		SOLE DISPOSITIVE POWER:   885,417 shares, except that Burrill & Company (BCF IV GP), LLC (the “General Partner”) is the general partner of the Fund and may deemed to have sole power to dispose of these shares; and each of the Managing Directors are members of the investment committee of the General Partner, and each Managing Director may be deemed to have shared power to dispose of these shares.
				10		SHARED DISPOSITIVE POWER:   See response to row 9.
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   885,417 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   19.02%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   PN

 

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CUSIP No. 000899104		SCHEDULE 13D		Page 3 of 13

 

1		NAMES OF REPORTING PERSON:   Burrill & Company (BCF IV GP), LLC (the “General Partner”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  ¨        (b)  ¨
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS):   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION:   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER:   885,417 shares, all of which are directly owned by the Fund. The General Partner is the general partner of the Fund and may deemed to have sole power to vote these shares. The Managing Directors are members of the investment committee of the General Partner, and each Managing Director may be deemed to have shared power to vote these shares.
				8		SHARED VOTING POWER:   See response to row 7.
				9		SOLE DISPOSITIVE POWER:   885,417 shares, all of which are directly owned by the Fund. The General Partner is the general partner of the Fund and may deemed to have sole power to vote these shares. The Managing Directors are members of the investment committee of the General Partner, and each Managing Director may be deemed to have shared power to dispose of these shares.
				10		SHARED DISPOSITIVE POWER:   See response to row 9.
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   885,417 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   19.02%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   OO

 

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CUSIP No. 000899104		SCHEDULE 13D		Page 4 of 13

 

1		NAMES OF REPORTING PERSON:   G. Steven Burrill (“Burrill”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  ¨        (b)  ¨
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS):   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION:   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER:   0 shares.
				8		SHARED VOTING POWER:   885,417 shares, all of which are directly owned by the Fund. The General Partner is the general partner of the Fund and may deemed to have sole power to vote these shares. As a member of the investment committee of the General Partner, Burrill may be deemed to have shared power to vote these shares.
				9		SOLE DISPOSITIVE POWER:   0 shares.
				10		SHARED DISPOSITIVE POWER:   885,417 shares, all of which are directly owned by the Fund. The General Partner is the general partner of the Fund and may deemed to have sole power to vote these shares. As a member of the investment committee of the General Partner, Burrill may be deemed to have shared power to dispose of these shares.
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   885,417 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   19.02%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   IN

 

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CUSIP No. 000899104		SCHEDULE 13D		Page 5 of 13

 

1		NAMES OF REPORTING PERSON:   Bryant Fong (“Fong”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  ¨        (b)  ¨
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS):   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION:   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER:   0 shares.
				8		SHARED VOTING POWER:   885,417 shares, all of which are directly owned by the Fund. The General Partner is the general partner of the Fund and may deemed to have sole power to vote these shares. As a member of the investment committee of the General Partner, Fong may be deemed to have shared power to vote these shares.
				9		SOLE DISPOSITIVE POWER:   0 shares.
				10		SHARED DISPOSITIVE POWER:   885,417 shares, all of which are directly owned by the Fund. The General Partner is the general partner of the Fund and may deemed to have sole power to vote these shares. As a member of the investment committee of the General Partner, Fong may be deemed to have shared power to dispose of these shares.
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   885,417 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   19.02%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   IN

 

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CUSIP No. 000899104		SCHEDULE 13D		Page 6 of 13

 

1		NAMES OF REPORTING PERSON:   Victor Hebert (“Hebert”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  ¨        (b)  ¨
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS):   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION:   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER:   0 shares.
				8		SHARED VOTING POWER:   885,417 shares, all of which are directly owned by the Fund. The General Partner is the general partner of the Fund and may deemed to have sole power to vote these shares. As a member of the investment committee of the General Partner, Hebert may be deemed to have shared power to vote these shares.
				9		SOLE DISPOSITIVE POWER:   0 shares.
				10		SHARED DISPOSITIVE POWER:   885,417 shares, all of which are directly owned by the Fund. The General Partner is the general partner of the Fund and may deemed to have sole power to vote these shares. As a member of the investment committee of the General Partner, Hebert may be deemed to have shared power to dispose of these shares.
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   885,417 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   19.02%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   IN

 

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CUSIP No. 000899104		SCHEDULE 13D		Page 7 of 13

 

1		NAMES OF REPORTING PERSON:   Douglas Lind (“Lind”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  ¨        (b)  ¨
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS):   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION:   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER:   0 shares.
				8		SHARED VOTING POWER:   885,417 shares, all of which are directly owned by the Fund. The General Partner is the general partner of the Fund and may deemed to have sole power to vote these shares. As a member of the investment committee of the General Partner, Lind may be deemed to have shared power to vote these shares.
				9		SOLE DISPOSITIVE POWER:   0 shares.
				10		SHARED DISPOSITIVE POWER:   885,417 shares, all of which are directly owned by the Fund. The General Partner is the general partner of the Fund and may deemed to have sole power to vote these shares. As a member of the investment committee of the General Partner, Lind may be deemed to have shared power to dispose of these shares.
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   885,417 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   19.02%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   IN

 

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CUSIP No. 000899104		SCHEDULE 13D		Page 8 of 13

 

1		NAMES OF REPORTING PERSON:   David Wetherell (“Wetherell”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  ¨        (b)  ¨
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS):   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION:   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER:   0 shares.
				8		SHARED VOTING POWER:   885,417 shares, all of which are directly owned by the Fund. The General Partner is the general partner of the Fund and may deemed to have sole power to vote these shares. As a member of the investment committee of the General Partner, Wetherell may be deemed to have shared power to vote these shares.
				9		SOLE DISPOSITIVE POWER:   0 shares.
				10		SHARED DISPOSITIVE POWER:   885,417 shares, all of which are directly owned by the Fund. The General Partner is the general partner of the Fund and may deemed to have sole power to vote these shares. As a member of the investment committee of the General Partner, Wetherell may be deemed to have shared power to dispose of these shares.
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   885,417 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   19.02%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   IN

 

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CUSIP No. 000899104		SCHEDULE 13D		Page 9 of 13

 

1		NAMES OF REPORTING PERSON:   Joshua Zelig (“Zelig”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  ¨        (b)  ¨
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS):   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION:   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER:   0 shares.
				8		SHARED VOTING POWER:   885,417 shares, all of which are directly owned by the Fund. The General Partner is the general partner of the Fund and may deemed to have sole power to vote these shares. As a member of the investment committee of the General Partner, Zelig may be deemed to have shared power to vote these shares.
				9		SOLE DISPOSITIVE POWER:   0 shares.
				10		SHARED DISPOSITIVE POWER:   885,417 shares, all of which are directly owned by the Fund. The General Partner is the general partner of the Fund and may deemed to have sole power to vote these shares. As a member of the investment committee of the General Partner, Zelig may be deemed to have shared power to dispose of these shares.
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   885,417 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   19.02%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   IN

 

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CUSIP No. 000899104		SCHEDULE 13D		Page 10 of 13

 

Item 1. Security and Issuer.

This statement on Schedule 13D (the “Schedule 13D”) relates to the Common Stock, $0.0001 par value per share (the “Common Stock”), of ADMA Biologics, Inc., a Delaware corporation whose principal executive offices are located at 65 Commerce Way, Hackensack, New Jersey 07601 (the “Issuer”).

Item 2. Identity and Background.

(a-c, f) This Schedule 13D is being filed on behalf of: (i) Burrill Capital Fund IV, L.P., a Delaware limited partnership (the “Fund”), (ii) Burrill & Company (BCF IV GP), LLC, a Delaware limited liability company (the “General Partner”), (iii) G. Steven Burrill (“Burrill”), (iv) Bryant Fong (“Fong”), (v) Victor Hebert (“Hebert”), (vi) Douglas Lind (“Lind”), (vii) David Wetherell (“Wetherell”) and (viii) Joshua Zelig (“Zelig” and, together with Burrill, Fong, Hebert, Lind and Wetherell, the “Managing Directors”). The Fund, the General Partner and the Managing Directors are collectively referred to as the “Reporting Persons” and individually as a “Reporting Person.”

The Fund is a private investment fund and was formed as a limited partnership in the State of Delaware. The General Partner is the general partner of the Fund and was formed as a limited liability company in the State of Delaware. Each of the Managing Directors is a member of the investment committee of the General Partner and a citizen of the United States.

The principal business address of the Reporting Persons is c/o Burrill & Company LLC, One Embarcadero Center, Suite 2700, San Francisco, CA 94111.

(d) None of the Reporting Persons, individually or collectively, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On February 13, 2012, the Fund entered into a Securities Purchase Agreement, between ADMA Biologics, Inc. (“Former ADMA”), on the one hand, and the Fund and certain other parties, on the other hand (the “Securities Purchase Agreement”), which provided for the private placement (the “PIPE”) of 1,828,128 shares of the Former ADMA’s common stock. In connection with the PIPE, the Fund acquired from the Former ADMA 885,417 shares of the Former ADMA’s common stock for a purchase price of $9.60 per share, or $8,500,003.20 in the aggregate. The source of the funds for the acquisition of the Former ADMA’s common stock purchased by the Fund was from working capital. No part of the purchase price was borrowed by the Fund for the purpose of acquiring such securities.

On February 13, 2012, the Former ADMA entered into a Merger Agreement (“Merger Agreement”) with the Issuer and ADMA Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer (“Acquisition Sub”). Upon the closing of the merger

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CUSIP No. 000899104		SCHEDULE 13D		Page 11 of 13

 

transaction contemplated under the Merger Agreement (the “Merger”), Acquisition Sub was merged with and into the Former ADMA, and the Former ADMA, as the surviving corporation in the Merger, became a wholly-owned subsidiary of the Issuer. The Issuer’s corporate name was changed to ADMA Biologics, Inc. and the name of Former ADMA was changed to ADMA Plasma Biologics, Inc.

In connection with the Merger and pursuant to the terms of the Merger Agreement, all of the then issued and outstanding shares of the Former ADMA’s common stock, including the common stock issued in the PIPE, were automatically exchanged into shares of Common Stock of the Issuer at a 1:1 exchange ratio. As a result of the Merger, the Fund received 885,417 shares of Common Stock of the Issuer in exchange for its shares of common stock of the Former ADMA.

Item 4. Purpose of Transaction.

The Reporting Persons hold the securities described in Item 5 of this statement for investment purposes only. The Reporting Persons have no plan or proposal which relates to, or would result in, any of the actions enumerated in subparagraphs (a)-(j) of Item 4 of the instructions to Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a, b) Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote the shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote the shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of the shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of the shares, see Row 10 of the cover page of each Reporting Person.

Fund¹

 

(a)		Amount Beneficially Owned:		885,417 shares
(b)		Fully Diluted Ownership:		19.02%

General Partner¹

 

(a)		Amount Beneficially Owned:		885,417 shares
(b)		Fully Diluted Ownership:		19.02%

 

1

The Fund directly owns the shares being reported hereunder. The General Partner is the general partner of the Fund. The Managing Directors are the members of the investment committee of the General Partner. Therefore, each of the General Partner and the Managing Directors may be deemed a beneficial owner of the shares directly owned by the Fund. See the cover page of each Reporting Person for the sole power to vote the shares, shared power to vote the shares, sole power to dispose of the shares, and shared power to dispose of the shares.

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CUSIP No. 000899104		SCHEDULE 13D		Page 12 of 13

 

Each Managing Director¹

 

(a)		Amount Beneficially Owned:		885,417 shares
(b)		Fully Diluted Ownership:		19.02%

(c) On February 13, 2012, as a result of the Merger, the Fund received 885,417 shares of the Common Stock of the Issuer in exchange for its shares of common stock of the Former ADMA.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

Pursuant to the terms of the Securities Purchase Agreement, for a period ending on the earlier to occur of (a) 18 months following the closing of the PIPE or (b) such date that the Issuer has sold in one or more transactions (other than exempt issuances as defined in the agreement) securities having an aggregate purchase price of at least $5 million, if the Issuer sells any Common Stock or Common Stock equivalents for a price less than $9.60 (a “Dilutive Issuance”), each PIPE investor (including the Fund) will be given the right to subscribe, for $0.01 per share, for such number of additional shares of Common Stock equal to (x) the total subscription amount paid by the investor in the PIPE divided by the price per share of Common Stock paid (or payable per share of Common Stock in the case of Common Stock equivalents) by investors in connection with the Dilutive Issuance, less (y) the total number of shares of Common Stock purchased by such investor at the closing of the PIPE and any such additional shares of Common Stock acquired under this right.

The Issuer must use commercially reasonable efforts to complete a financing transaction pursuant to which it would sell Common Stock or Common Stock equivalents resulting in gross proceeds of at least $5 million within 18 months of the closing of the PIPE (the “First Follow-On Financing”). In the event the Issuer is unable to raise at least $5 million in the First Follow-On Financing, then the Fund will subscribe to purchase $1.5 million (and certain other PIPE investors will subscribe to purchase certain amounts) in the First Follow-On Financing, which amount will decline proportionately if the Issuer raises more than $1 million in addition to the amounts contributed by the Fund and certain other PIPE investors.

Except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons, or between any of the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Materials to be Filed as Exhibits

 

Exhibit No.		Description
Exhibit A		Agreement of Joint Filing
Exhibit B		Power of Attorney

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CUSIP No. 000899104		SCHEDULE 13D		Page 13 of 13

 

Signatures

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

Date February 23, 2012

 

Burrill Capital Fund IV, L.P.		/s/ Timothy Young
		Timothy Young
		By Power of Attorney
Burrill & Company (BCF IV GP), LLC		/s/ Timothy Young
		Timothy Young
		By Power of Attorney
G. Steven Burrill		/s/ Timothy Young
		Timothy Young
		By Power of Attorney
Bryant Fong		/s/ Timothy Young
		Timothy Young
		By Power of Attorney
Victor Hebert		/s/ Timothy Young
		Timothy Young
		By Power of Attorney
Douglas Lind		/s/ Timothy Young
		Timothy Young
		By Power of Attorney
David Wetherell		/s/ Timothy Young
		Timothy Young
		By Power of Attorney
Joshua Zelig		/s/ Timothy Young
		Timothy Young
		By Power of Attorney

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Exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of ADMA Biologics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

Date February 23, 2012

 

Burrill Capital Fund IV, L.P.		/s/ Timothy Young
		Timothy Young
		By Power of Attorney
Burrill & Company (BCF IV GP), LLC		/s/ Timothy Young
		Timothy Young
		By Power of Attorney
G. Steven Burrill		/s/ Timothy Young
		Timothy Young
		By Power of Attorney
Bryant Fong		/s/ Timothy Young
		Timothy Young
		By Power of Attorney
Victor Hebert		/s/ Timothy Young
		Timothy Young
		By Power of Attorney
Douglas Lind		/s/ Timothy Young
		Timothy Young
		By Power of Attorney
David Wetherell		/s/ Timothy Young
		Timothy Young
		By Power of Attorney
Joshua Zelig		/s/ Timothy Young
		Timothy Young
		By Power of Attorney

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Exhibit B

Power of Attorney

KNOW ALL MEN BY THESE PRESENT, that each undersigned hereby constitutes and appoints Timothy Young as his or its true and lawful attorney-in-fact to:

(1) execute for and on behalf of each undersigned (each, a “Reporting Person”), individually or jointly with any other reporting persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4, Form 5 and any applicable registration statements, notice filings or reports) that such Reporting Person may be required or requested to file with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 or the Investment Advisers Act of 1940, each as amended and with the implementing rules and regulations thereto (collectively, the “Reports”) with respect to a Reporting Person’s (a) status as an officer of director of or (b) ownership of or transactions in securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (each, a “Company”) or with respect to a Reporting Person’s obligation to register or otherwise provide filings or reports to the SEC;

(2) do and perform any and all acts for and on behalf of each Reporting Person which may be necessary of desirable to complete and execute any such Reports and timely file such forms and schedules with the SEC and any stock exchange or similar foreign or domestic, federal or state authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such Reporting Person, it being understood that the documents executed by such attorney-in-fact on behalf of such Reporting Person, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

Each Reporting Person hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such Reporting Person might or could do if personally present, with full power of revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each Reporting Person acknowledges that no such attorney-in-fact, in serving in such capacity at the request of such Reporting Person, is hereby assuming, nor is any Company hereby assuming, any of such Reporting Person’s responsibilities to comply with any such registration, filing or reporting requirements of the SEC or any stock exchange or similar foreign or domestic, federal or state authority, including without limitation Section 16 or Section 13 of the Securities Exchange Act of 1934 or otherwise.

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This Power of Attorney shall remain in full force and effect with respect to a Reporting Person until the later of such time that (a) such Reporting Person is no longer required to file Schedules 13D or 13G or Forms 3, 4 or 5 with respect to such Reporting Person’s holdings of and transactions in securities issued by a Company, or (b) such Reporting Person is no longer required to file any other forms, registration statements or similar filings with the SEC or any other similar federal or state governmental entity, unless this Power of Attorney is earlier (i) revoked by such Reporting Person in a signed writing delivered to the foregoing attorney-in-fact or (ii) revoked by such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of February, 2012. This Power of Attorney may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

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