COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| COMMITMENTS AND CONTINGENCIES [Abstract] | |
| COMMITMENTS AND CONTINGENCIES |
10.
COMMITMENTS AND CONTINGENCIES
General Legal Matters
From time to time the Company is or may become subject to certain legal proceedings and claims arising in connection with the normal course of its business. Management does not expect that the outcome of any such claims or actions will have a material effect on the Company’s liquidity, results of operations or financial condition.
On July 10, 2026, plaintiff
Lisa Mazzarino filed a putative securities class action lawsuit, Mazzarino
v. ADMA Biologics, Inc. et al., Case No. 2:26-cv-06918 (D.N.J.), against
the Company, Adam Grossman, the Company’s director, President and Chief
Executive Officer, Jerrold Grossman, the Company’s Vice Chairman of the Board, and Brad Tade, the Company’s former Chief Financial Officer and
Treasurer, in the United States District
Court for the District of New Jersey. The complaint alleges violations of
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended,
and Rule 10b-5 promulgated thereunder and seeks monetary damages in an unspecified
amount. The litigation remains at a preliminary stage. The Company believes
that the claims asserted in the lawsuit are without merit and intends to
vigorously defend against the action. At
this time, the Company is unable to predict the outcome of the litigation or
reasonably estimate the amount or range of any potential loss, if any, that may
result from the matter. Accordingly, no accrual has been recorded in the
accompanying condensed consolidated financial statements with respect to this
litigation.
Vendor Commitments
Pursuant
to the terms of a Plasma Purchase Agreement entered into in November 2011 (the
“2011 Plasma Purchase Agreement”), the Company agreed to purchase from its
former contract manufacturer an annual minimum volume of source plasma
containing antibodies to RSV to be used in the manufacture of ASCENIV. The
Company must purchase a to-be-determined and agreed upon annual minimum volume
from the counterparty, and under the original 2011 Plasma Purchase Agreement
the Company was permitted to also collect high-titer plasma from up to five
wholly owned ADMA plasma collection facilities. During 2015, the Company
amended the 2011 Plasma Purchase Agreement to (i) allow the Company to collect
its raw material high-titer plasma from any number of wholly owned ADMA plasma
collection facilities and (ii) allow the Company to purchase its raw material
high-titer plasma from other third-party collection organizations, in each
case, provided that the annual minimum volumes from the Company’s former
contract manufacturer were met, thus allowing the Company to expand its reach
for raw material supply as it executes its commercialization plans for ASCENIV.
In December 2018, the Company’s former contract manufacturer assigned its
rights and obligations under the 2011 Plasma Purchase Agreement to Grifols
Worldwide Operations Limited (“Grifols”) as its successor-in-interest,
effective January 2019. Effective October 2024, the Company entered into an
Amended and Restated Plasma Purchase Agreement with Grifols (the “A&R
Grifols Agreement”) with a term expiring in , after which it may
be renewed for two additional multi-year periods if agreed to by the parties.
Pursuant to the A&R Grifols Agreement, Grifols supplies, on a non-exclusive
basis, to ADMA BioManufacturing a minimum of 35,000 liters of RSV plasma
annually to be used in the manufacture of ASCENIV, with an escalating price per
liter depending on the volume supplied in a given 12-month period, with a
minimum annual price increase every 12 months. Additionally, Grifols will be
entitled to receive a fixed bonus payment in the event that a specified liter
amount of high-titer plasma is supplied to the Company in any 12-month period
during the term of the A&R Grifols Agreement. Effective August 2024, the Company entered into a Plasma Purchase Agreement with KEDPlasma LLC (“KEDPlasma”) with a term expiring in , after which it may be renewed for an additional five-year period if agreed to by the parties (the “KEDPlasma Agreement”). Pursuant to the KEDPlasma Agreement, KEDPlasma supplies, on a non-exclusive basis, to ADMA BioManufacturing a minimum of 35,000 liters of RSV plasma annually commencing with the 12-month period ended July 31, 2026, with an escalating price per liter depending on the volume supplied in a given 12-month period. The price per liter of high-titer plasma supplied pursuant to the KEDPlasma Agreement is also scheduled to increase on an annual basis. Additionally, KEDPlasma will be entitled to receive a fixed bonus payment in the event that a specified liter amount of RSV plasma is supplied to the Company in any 12-month period during the term of the KEDPlasma Agreement. In
June 2017, the Company entered into a Plasma Supply Agreement with its former
contract manufacturer (the “Plasma Supply Agreement”), pursuant to which the
counterparty supplies, on an exclusive basis subject to certain exceptions, to
ADMA BioManufacturing an annual minimum volume of hyperimmune plasma that
contain antibodies to the Hepatitis B virus for the manufacture of Nabi-HB. The
Plasma Supply Agreement has a 10-year term. In July 2018, the Plasma
Supply Agreement was amended to provide, among other things, that in the event
the counterparty elects not to supply in excess of ADMA BioManufacturing’s
specified amount of Hepatitis B plasma and ADMA BioManufacturing is unable to
secure Hepatitis B plasma from a third party at a price that is within a low
double- digit percentage of the price that ADMA BioManufacturing pays to the
counterparty, then the counterparty shall reimburse ADMA BioManufacturing for
the difference in price ADMA BioManufacturing incurs. In December 2018, the
Company’s former contract manufacturer assigned its rights and obligations
under the Plasma Supply Agreement to Grifols, effective January 2019.
Other Commitments
In the normal course of business, the Company enters into contracts that contain a variety of indemnifications with its employees, licensors, suppliers and service providers. Further, the Company indemnifies its directors and officers who are, or were, serving at the Company’s request in such capacities. The Company’s maximum exposure under these arrangements is unknown as of June 30, 2026. The Company does not anticipate recognizing any significant losses relating to these arrangements.
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