0000887247 false 12/31 0000887247 2020-09-03 2020-09-03 0000887247 2020-09-03 2020-09-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

 

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): September 3, 2020

 

ADAMIS PHARMACEUTICALS CORPORATION

 

(Exact Name of Registrant as Specified in Charter)

 

Delaware   0-26372   82-0429727

(State or other jurisdiction
of incorporation)

  (Commission
File Number)
 

(IRS Employer
Identification No.)

         

11682 El Camino Real, Suite 300
San Diego, CA

     

 

92130

(Address of Principal Executive Offices)       (Zip Code)

 

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

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock ADMP NASDAQ Capital Market

 

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 3.02 Unregistered Sales of Equity Securities

 

The information provided under Item 5.03 below concerning the filing by Adamis Pharmaceuticals Corporation (the “Company”) of an amendment to the Company’s restated certificate of incorporation, and the information provided under Items 1.01 and 3.02 of the Company’s Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on June 16, 2020, concerning the issuance of 1,000,000 shares of Series B Convertible Preferred Stock (the “Series B Preferred”) to Matrix Biomed, Inc. (“Matrix), is incorporated herein by reference. As a result of the filing of such amendment, effective September 4, 2020, the 1,000,000 shares of Series B Preferred previously issued to Matrix automatically converted into 1,000,000 shares of common stock of the Company. The shares of Series B Preferred, and the shares of common stock issued upon conversion of the Series B Preferred, were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and/or Regulation D under the Securities Act. Matrix represented that it was an accredited investor, as defined in Rule 501 of Regulation D, and that it was acquiring the securities for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act.

 

Item 3.03. Material Modification to Rights of Security Holders.

 

The information provided under Item 5.03 below with respect to the Company’s filing of a Certificate of Amendment of the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 200,000,000, is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On September 3, 2020, the Company filed a Certificate of Amendment of the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 200,000,000 (the “Amendment”). The Company’s stockholders approved the Amendment on September 3, 2020, which had previously been approved by the board of directors of the Company, at the Company’s 2020 annual meeting of stockholders as described under Item 5.07 of the Company’s Report on Form 8-K filed with the Commission on September 8, 2020.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No. Description
   
3.1 Certificate of Amendment to the Restated Certificate of Incorporation of the Company.

 

2 

 

 

SIGNATURES

 

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.

 

  ADAMIS PHARMACEUTICALS CORPORATION
     
     
Dated:  September 8, 2020 By: /s/ Robert O. Hopkins               
    Name:  Robert O. Hopkins
    Title:  Chief Financial Officer

 

 

3 

 

 

Adamis Pharmaceuticals Corporation 8-K

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF ADAMIS PHARMACEUTICALS CORPORATION

Adamis Pharmaceuticals Corporation, a corporation organized under and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

FIRST: The name of the Corporation is Adamis Pharmaceuticals Corporation.

SECOND: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the Delaware General Corporation Law, adopted resolutions to amend Article IV, Paragraph A, of the Restated Certificate of Incorporation of the Corporation and it is hereby amended to read in its entirety as follows:

“A. The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock”. The total number of shares of all classes of capital stock which the Company shall have authority to issue is 210,000,000 of which 200,000,000 shares shall be Common Stock, having a par value of $0.0001 per share (the “Common Stock”), and 10,000,000 shares shall be Preferred Stock, having a par value of $0.0001 per share (the “Preferred Stock”).”

THIRD: This Certificate of Amendment to the Restated Certificate of Incorporation was submitted to the stockholders of the Corporation and was duly approved by the required vote of stockholders of the Corporation in accordance with Sections 222 and 242 of the Delaware General Corporation Law. This Certificate of Amendment shall become immediately effective upon filing hereof.

IN WITNESS WHEREOF, said Certificate of Amendment to the Restated Certificate of Incorporation has been duly executed by its authorized officer on this 3rd day of September, 2020.

  ADAMIS PHARMACEUTICALS CORPORATION
     
  By:   /s/ Dennis J. Carlo
    Dennis J. Carlo, Ph.D.
    Chief Executive Officer

 

 

 

 

v3.20.2
Cover
Sep. 08, 2020
Sep. 03, 2020
Cover [Abstract]    
Document Type   8-K
Amendment Flag   false
Document Period End Date   Sep. 03, 2020
Current Fiscal Year End Date --12-31  
Entity File Number   0-26372
Entity Registrant Name   ADAMIS PHARMACEUTICALS CORPORATION
Entity Central Index Key   0000887247
Entity Tax Identification Number   82-0429727
Entity Incorporation, State or Country Code   DE
Entity Address, Address Line One   11682 El Camino Real
Entity Address, Address Line Two   Suite 300
Entity Address, City or Town   San Diego
Entity Address, State or Province   CA
Entity Address, Postal Zip Code   92130
City Area Code   (858)
Local Phone Number   997-2400
Written Communications   false
Soliciting Material   false
Pre-commencement Tender Offer   false
Pre-commencement Issuer Tender Offer   false
Title of 12(b) Security   Common Stock
Trading Symbol   ADMP
Security Exchange Name   NASDAQ
Entity Emerging Growth Company   false