---

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 3)*

ADMA Biologics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

(CUSIP Number)

Robert J. Wenzel

Aisling Capital

888 Seventh Avenue, 12th Floor

New York, NY 10106

(212) 651-6380

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 13, 2017

(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 (the “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).

 

---

 

 

 

 

 

This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D (“Schedule 13D Statement”) as previously filed with the Securities Exchange Commission by the undersigned Reporting Persons on February 22, 2012 and subsequently amended on October 23, 2013 and January 24, 2017, with respect to common stock, par value $0.0001 per share (“Common Stock”).  The principal executive offices of ADMA Biologics, Inc. (the “Issuer”) are located at 465 State Route 17, Ramsey, New Jersey.

 

This Amendment No. 3 is being filed to report a reduction in the Reporting Person's benefical ownership percentage solely due to an increase in the number of shares of the Issuer’s Common stock outstanding resulting from the issuance of new shares of Common Stock to third parties upon closing of the Issuer’s underwritten offering reported on November 13, 2017, and not as a result of any acquisition or disposition of shares of Common Stock by the Reporting Persons.

 

 

No material change.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 4.

Purpose of Transaction.

 Item 5(a) is hereby amended and restated as follows: 

   (a)           The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on 45,316,659 shares of the Issuer’s common stock issued and outstanding, based upon 42,770,148 shares of common stock to be outstanding following the Issuer's offering described in its 424 (b) prospectus filed November 9, 2017 and the subsequent issuance of an additional 2,546,511 shares to the underwriters of such offering as described in the Issuer's current report on Form 8-K filed November 13, 2017. Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 3,608,171 shares of Common Stock, constituting approximately 8.0% of the outstanding shares of Common Stock.

 

 

 

 

No material change.

 

 

 

---