Adma Biologics, Inc 8-K, filed Mar 2, 2026
Adma Biologics, Inc. (ADMA)
8-K
2026-03-02
For: 2026-03-02
View Original
Added on
April 04, 2026
About this 8-K
Adma Biologics, Inc filed this 8-K on March 2, 2026.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2026
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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Registrant’s telephone number, including area code: (201 )
478-5552
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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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 7.01 |
Regulation FD Disclosure.
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On March 2, 2026, ADMA Biologics, Inc. (the “Company”) issued a press release related to the matters described in Item 8.01 of this
Current Report on Form 8-K. The press release is furnished hereto as Exhibit 99.1* and is incorporated by reference herein.
| Item 8.01 |
Other Events.
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On March 2, 2026, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with JPMorgan Chase Bank,
National Association (“JPMorgan”) to repurchase $125 million of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), as part of the Company’s previously announced $500 million share repurchase program (the “Share
Repurchase Program”), as disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2025. The Company will fund the accelerated share repurchases with borrowings under its existing $225 million
revolving credit facility with JPMorgan Chase Bank, N.A.
Under the terms of the ASR Agreement, the Company will pay JPMorgan an aggregate upfront amount of $125 million and will initially
receive approximately 6.4 million shares of its Common Stock on or about March 3, 2026, representing approximately 80% of the shares expected to be repurchased under the ASR Agreement, based on the closing price of ADMA’s Common Stock of $15.57 per
share on February 27, 2026. The total number of shares ultimately repurchased will be based on the average of the daily volume-weighted average price of the Company’s Common Stock during the term of the ASR Agreement, less an agreed discount, and is
expected to be completed within the next five months. At final settlement, the Company may receive additional shares or, under certain limited circumstances, may be required to deliver shares or make a cash payment, pursuant to the terms of the ASR
Agreement.
| Item 9.01 |
Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description
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ADMA Biologics, Inc. Press Release, dated as of March 2, 2026
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104
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Cover Page Interactive Data File (embedded with the Inline XBRL document)
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* The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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March 2, 2026
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ADMA Biologics, Inc.
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By:
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/s/ Adam S. Grossman
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Name:
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Adam S. Grossman
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Title:
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President and Chief Executive Officer
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Exhibit 99.1
ADMA Biologics Announces $125 Million Accelerated Share Repurchase with JPMorgan as Part of a Planned $200 Million 2026 Total Share
Repurchase Initiative
RAMSEY, N.J. and BOCA RATON, Fla., March 2, 2026 — ADMA Biologics, Inc. (Nasdaq: ADMA) (“ADMA” or the “Company”), a U.S. based, end-to-end commercial biopharmaceutical
company dedicated to manufacturing, marketing and developing specialty biologics, today announced a capital return initiative target of approximately $200 million during 2026, including the execution of a $125 million accelerated share repurchase
(“ASR”) agreement with JPMorgan Chase Bank, National Association (“JPMorgan”). The initiative underscores the Company’s strong financial position, durable free cash flow profile and confidence in its long-term growth trajectory.
“We believe ADMA’s common stock represents the most compelling near-term capital deployment opportunity available to the Company,” said Adam Grossman, President and Chief
Executive Officer of ADMA. “Given our sustained revenue growth, expanding margins and an anticipated acceleration in go-forward cash flow generation, we believe we are well positioned to continue investing in our strategic growth initiatives while
returning significant capital to stockholders. We view our common stock as meaningfully undervalued relative to the strength and durability of our business and remain highly confident in our ability to drive substantial long-term per-share value.”
Under the terms of the ASR agreement, ADMA will pay JPMorgan an aggregate upfront amount of $125 million and will initially receive approximately 6.4 million shares of its
common stock on or about March 3, 2026, representing approximately 80% of the shares expected to be repurchased under the ASR, based on the closing price of ADMA’s common stock of $15.57 per share on February 27, 2026. The total number of shares
ultimately repurchased will be based on the average of the daily volume-weighted average price of the Company’s common stock during the term of the ASR, less an agreed discount, and is expected to be completed within the next five months. At final
settlement, the Company may receive additional shares or, under certain limited circumstances, may be required to deliver shares or make a cash payment, pursuant to the terms of the agreement.
The ASR agreement was executed pursuant to the Company’s existing share repurchase program, under which the Company has up to $500 million authorized for repurchases. The
Company intends to be opportunistic in deploying these repurchases, which may include repurchases under Rule 10b5-1 trading plans or in other open market transactions in accordance with SEC Rule 10b-18 over the course of 2026, subject to market
conditions and other factors.
Since the program’s authorization in May 2025, between prior repurchases and the ASR, ADMA will have repurchased approximately $160 million of its common stock to date.
Management believes these actions enhance long-term stockholder value and reflect a disciplined and opportunistic approach to capital allocation.
About ADMA Biologics, Inc. (ADMA)
ADMA Biologics is a U.S. based, end-to-end commercial biopharmaceutical company dedicated to manufacturing, marketing and developing specialty
biologics for the treatment of immunodeficient patients at risk for infection and others at risk for certain infectious diseases. ADMA currently manufactures and markets three United States Food and Drug Administration (FDA)-approved plasma-derived
biologics for the treatment of immune deficiencies and the prevention of certain infectious diseases: ASCENIV™ (immune globulin intravenous, human – slra 10% liquid) for the treatment of primary humoral immunodeficiency (PI); BIVIGAM® (immune
globulin intravenous, human) for the treatment of PI; and NABI-HB® (hepatitis B immune globulin, human) to provide enhanced immunity against the hepatitis B virus. Additionally, ADMA is developing SG-001, a pre-clinical, investigative hyperimmune
globulin targeting S. pneumonia. ADMA manufactures its immune globulin products and product candidates at its FDA-licensed plasma fractionation and purification
facility located in Boca Raton, Florida. Through its ADMA BioCenters subsidiary, ADMA also operates as an FDA-approved source plasma collector in the U.S., which provides its blood plasma for the manufacture of its products and product candidates.
ADMA’s mission is to manufacture, market and develop specialty plasma-derived, human immune globulins targeted to niche patient populations for the treatment and prevention of certain infectious diseases and management of immune compromised patient
populations who suffer from an underlying immune deficiency, or who may be immune compromised for other medical reasons. ADMA holds numerous U.S. and foreign patents related to and encompassing various aspects of its products and product candidates.
For more information, please visit www.admabiologics.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995, about ADMA Biologics, Inc. (“we,” “our” or the “Company”). Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain such
words as “confident,” “estimate,” “project,” “intend,” “forecast,” “target,” “anticipate,” “plan,” “planning,” “expect,” “believe,” “will,” “is likely,” “will likely,” “position us,” “view,” “positioned,” “support,” “should,” “could,” “would,” “may,”
“potential,” “opportunity” or, in each case, their negative, or words or expressions of similar meaning. These forward-looking statements include, but are not limited to, statements about the Company’s long-term growth trajectory, capital deployment,
cash flow forecast, strategic growth initiatives, value of our common stock, ability to deliver stockholder value, timing for completion of the ASR transaction, the number of shares to be purchased by JPMorgan under the ASR agreement, and additional
purchases in 2026 under our share repurchase program. Actual events or results may differ materially from those described in this press release due to a number of important factors. Current and prospective security holders are cautioned that there
also can be no assurance that the forward-looking statements included in this press release will prove to be accurate. Except to the extent required by applicable laws or rules, ADMA does not undertake any obligation to update any forward-looking
statements or to announce revisions to any of the forward-looking statements. Forward-looking statements are subject to many risks, uncertainties and other factors that could cause our actual results, and the timing of certain events, to differ
materially from any future results expressed or implied by the forward-looking statements, including, but not limited to, the risks and uncertainties described in our filings with the SEC, including our most recent reports on Forms 10-K, 10-Q and
8-K, and any amendments thereto.
INVESTOR RELATIONS CONTACT:
Argot Partners | 212-600-1902 | ADMA@argotpartners.com
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