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Form 10-K/A Adamis Pharmaceuticals For: Dec 31

September 20, 2022 5:07 PM EDT

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UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 10-K/A 

Amendment No. 2 

 

(Mark one)

 

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

for the Fiscal Year Ended December 31, 2021

 

OR

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File Number 000-26372

 

ADAMIS PHARMACEUTICALS CORPORATION 

(Exact name of registrant as specified in its charter)

 

Delaware   82-0429727
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
11455 El Camino Real, Suite 310, San Diego, CA 92130
(Address of Principal Executive Offices) (zip code)

 

Registrant’s telephone number, including area code: (858) 997-2400

 

Securities registered pursuant to Section 12(b) of the Act:

 

None   None
(Title of each class)   (Name of each exchange on which registered)

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, $0.0001 par value 

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

YES   NO

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

YES   NO

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

YES   NO

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

YES   NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer     Accelerated filer
Non-accelerated Filer     Smaller reporting company
        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.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 

YES   NO

 

The aggregate market value of the voting stock held by non-affiliates of the Registrant as of June 30, 2021 was $162,839,042.

 

At April 25, 2022, the Company had 149,733,265 shares outstanding.

 

Documents Incorporated by Reference: None

 

 

 

 

  

TABLE OF CONTENTS

 

 

    Page No.
Part IV    
       
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES   4

 

 

  2 
 

 

EXPLANATORY NOTE

 

T

The Company is filing this Amendment No. 2 (this “Amendment”) to our Annual Report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission on March 31, 2022, as amended by Amendment No. 1 to our Annual Report on Form 10-K/A, which was filed with the U.S. Securities and Exchange Commission on May 2, 2022 (the “Form 10-K”), to amend Part IV, Item 15 of our Form 10-K to include revised hyperlinks for certain of the Exhibits listed in that item. In addition, as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment. Except as described above and for currently-dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer filed herewith as Exhibits 31.1, 31.2, 32.1 and 32.2, this Amendment does not affect any other parts of, or exhibits to, the Form 10-K, and those unaffected parts or exhibits are not included in this Amendment. This Amendment does not reflect events occurring after the original date of filing of the Form 10-K or modify or update those disclosures that may be affected by subsequent events.  Accordingly, this report is limited in scope to the items identified above and should be read in conjunction with the Annual Report on Form 10-K, as amended. 

 

Unless the context otherwise requires, the terms “we,” “our,” and “the Company” refer to Adamis Pharmaceuticals Corporation, a Delaware corporation, and its subsidiaries.

 

 

 

 

PART IV

 

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Exhibits

 

The following exhibits are attached hereto or incorporated herein by reference.

 

            Incorporated by Reference
Exhibit
Number
  Exhibit Description   Filed Herewith   Form/
File No.
  Date
2.1   Agreement and Plan of Share Exchange dated as of October 7, 2004, by and between the Company and Biosyn, Inc.       8-K   10/26/04
2.2   Agreement and Plan of Merger by and among the Company, US Compounding, Inc., Ursula Merger Sub Corp. and Eddie Glover dated as of March 28, 2016       8-K   03/29/16
3.1   Restated Certificate of Incorporation of the Registrant       S-8   03/17/14
3.2   Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock dated August 19, 2014       8-K   08/20//14
3.3   Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Convertible Preferred Stock       8-K   01/26/16
3.4   Certificate of Designation of Preferences, Rights and Limitations of Series A-2 Convertible Preferred Stock       8-K   07/12/16
3.5   Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock       8-K   06/12/20
3.6   Certificate of Amendment to Restated Certificate of Incorporation       8-K   09/08/20
4.1   Amended and Restated Bylaws of the Company       8-K   06/22/20
4.2   Specimen stock certificate for common stock       8-K   04/03/09
4.3   Form of Common Stock Purchase Warrant       8-K   08/01/19
4.4   Description of the Registrant’s Capital Stock       10-K    04/15/21 
4.5   Form of Common Stock Purchase Warrant       8-K   02/21/20
10.1   2009 Equity Incentive Plan*       S-8   07/18/18
10.2   Form of Stock Option Agreement for option awards*       8-K   09/16/11
10.3   Form of Option Agreement for Non-Employee Directors*       8-K   01/13/11
10.4   Form of Stock Appreciation Rights Agreement for Non-employee Directors       10-Q   11/12/19
10.5   Form of Restricted Stock Unit Agreement*       10-K   03/30/17 
10.6   Form of Indemnity Agreement with directors and executive officers*       8-K   01/13/11
10.7   Funding Agreement dated October 12, 1992, by and between Ben Franklin Technology Center of Southeastern Pennsylvania and Biosyn, Inc.       S-4/A 333-155322   01/12/09
10.8   Executive Employment Agreement between the Company and Dennis J. Carlo dated December 31, 2015*       10-K   03/23/16
10.9   Executive Employment Agreement between the Company and David J. Marguglio dated December 31, 2015*       10-K   03/23/16
10.10   Executive Employment Agreement between the Company and Robert O. Hopkins dated December 31, 2015*       10-K   03/23/16
10.11   Exclusive License and Asset Purchase Agreement dated as of August 1, 2013, by and among the Registrant, 3M Corp. and 3M Innovative Properties Company       8-K   08/06/13

 

 

  4 
 

 

            Incorporated by Reference
Exhibit
Number
  Exhibit Description   Filed Herewith   Form/
File No.
  Date
10.12   Lease Agreement dated April 1, 2014, between the Registrant and Pacific North Court Holdings, L.P.       10-KT   03/26/15
10.13   First Amendment to Lease between the Registrant and Pacific North Court Holdings, L.P.       10-K   04/15/21 
10.14   Registration Rights Agreement dated August 18, 2014, by and between the Company and Sio Partners LP, Sio Partners QP LP and Sio Partners Offshores, Ltd.       8-K   08/20/14
10.15   Purchase Agreement dated January 26, 2016       8-K   01/26/16
10.16   Amended and Restated Registration Rights Agreement dated January 26, 2016       8-K   01/26/16
10.17   Purchase Agreement dated July 11, 2016       8-K   07/12/16 
10.18   Registration Rights Agreement dated July 11, 2016       8-K   07/12/16
10.19   Placement Agency Agreement between Maxim Group LL and the Company dated July 29, 2016       8-K   07/29/16
10.20   Form of Securities Purchase Agreement dated July 29, 2016       8-K   07/29/16
10.21   Compensation Committee Authorization Regarding Discretionary Payments Ex       8-K   02/27/18
10.22   Offer Letter between the Company and David C. Benedicto */***       10-K   03/31/22
10.23   Executive Employment Agreement between the Company and Ronald B. Moss, M.D., dated as of February 28, 2017.*       10-K   03/30/17 
10.24   Underwriting Agreement dated August 2, 2018       8-K   08/02/18
10.25   Distribution and Commercialization Agreement between the Company and Sandoz, Inc. **         10-Q   11/9/2018
                 
10.26   Placement Agency Agreement between Maxim Group LLC and the Company dated February 20, 2020       8-K   02/21/20 
10.27   Form of Securities Purchase Agreement dated February 21, 2020       8-K   02/21/20 
10.28   Underwriting Agreement dated January 29, 2021       8-K   01/29/21
10.29   Underwriting Agreement dated September 18, 2020       8-K   09/18/20
10.30   August 2020 Amendment to Loan Amendment and Assumption Agreement        8-K   09/15/20
10.31   Amended Promissory Note       8-K   09/15/20
10.32   2020 Equity Incentive Plan *       8-K   08/24/20
10.33   Adamis Pharmaceuticals Corporation Bonus Plan *       8-K   06/22/20
10.34   Promissory Note       8-K   04/15/20
10.35   Termination and Transfer Agreement between Sandoz Inc. and the Company ***+       10-Q   08/17/20
10.36   Transition Service Agreement ***+       10-Q   08/17/20
10.37   License Agreement between the Company and Matrix Biomed, Inc. ***+       10-Q   08/17/20
10.38   Distribution and Commercialization Agreement between the Company and USWM, LLC***       10-Q   08/17/20
10.39   Lease Agreement between the Company and Oil States Energy Services, LLC, as amended +       10-K     04/15/21

 

  5 
 

 

            Incorporated by Reference
Exhibit
Number
  Exhibit Description   Filed Herewith   Form/
File No.
  Date
10.40   Promissory Note dated March 15, 2021       10-K     04/15/21
10.41   Underwriting Agreement       8-K   01/29/21
10.42   Asset Purchase Agreement effective as of July 30, 2021, by and among the Registrant, US Compounding, Inc.. and Fagron Compounding Services, LLC. +***       8-K   08/05/21
10.43   Supply Agreement Addendum by and among the Registrant, US Compounding Inc. and Fagron Compounding, LLC***       8-K   08/05/21
10.44   Settlement Agreement between the Company, US Compounding Inc., Nephron Pharmaceuticals Corporation, Nephron S.C., Inc., Nephron Sterile Compounding Center, LLC and certain other parties. +***       10-Q   11/22/21
10.45   First Amendment to Exclusive License Agreement dated November 9, 2021 between the Company and Matrix Biomed, Inc.***       10-K    03/31/22
21.1   Subsidiaries of the Registrant       10-K    04/15/21
23.1   Consent of BDO USA, LLP, Independent Registered Public Accounting Firm       10-K   03/31/22
24.1   Power of Attorney (See signature page)       10-K   03/31/22
31.1   Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   X        
31.2   Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   X        
32.1   Certification by CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   X        
32.2   Certification by CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   X        
101.INS   The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document            
101.SCH   XBRL Taxonomy Extension Schema Document            
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document            
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document            
101.LAB   XBRL Taxonomy Extension Label Linkbase Document            
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document            
104   Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)            

 

+ Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by SEC. 
* Represents a compensatory plan or arrangement.
** We have received confidential treatment for certain portions of this exhibit. 
***  Certain marked information (indicated by “[***]”) has been omitted from this exhibit as the registrant has determined it is both not material and is the type that the registrant customarily and actually treats as private or confidential.    

 

 

  6 
 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized, in the City of San Diego, State of California.

 

  ADAMIS PHARMCEUTICALS CORPORATION
     
Dated: September 20, 2022 By: /s/ DAVID J. MARGUGLIO
    David J. Marguglio
    Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacities and on the dates indicated:

 

Name   Title   Date
Principal Executive Officer:        
         
/s/ DAVID J. MARGUGLIO   Chief Executive Officer, Secretary,   September 20, 2022
David J. Marguglio   and Director    
         
Principal Financial Officer        
and Principal Accounting Officer:        
         
/s/ DAVID C. BENEDICTO   Chief Financial Officer   September 20, 2022
David C. Benedicto        
         
Directors:        
         
/s/ *   Director   September 20, 2022
David J. Marguglio        
         
/s/ *   Director   September 20, 2022
Richard C. Williams        
         
/s/ *   Director   September 20, 2022
Howard C. Birndorf        
         
         
/s/ *   Director   September 20, 2022
Meera J. Desai        
         

 

* By: /s/ DAVID J. MARGUGLIO  
  David J. Marguglio  
  Attorney-in-fact  

 

 

 

ATTACHMENTS / EXHIBITS

CERTIFICATION BY CEO PURSUANT TO SECTION 302

CERTIFICATION BY CFO PURSUANT TO SECTION 302

CERTIFICATION BY CEO PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION BY CFO PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



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