ADMA Biologics, Inc.
Extract: Charter Amended/Restated (Plain English Desc) from a DEF 14A on 07/16/2019   Download
SEC Document
SEC Filing

Proposals to be Voted Upon at the Special Meeting

Proposal 1

(Page 8)

 

We are proposing to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 75,000,000 shares to 150,000,000 shares. If Proposal 1 is approved, we intend to restate the Certificate of Incorporation in connection with implementing the proposal. The form of the Second Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”) is attached hereto as Appendix A and is incorporated into this proxy statement by reference. For avoidance of doubt, Proposal 1 will only amend Section 4.1 of the Certificate of Incorporation (excluding the deletion of the clauses relating to non-voting common stock), as shown in the Restated Certificate. You are encouraged to read the form of Restated Certificate in its entirety.

 

Proposal 1 is not conditioned on the approval of any other proposal. If Proposal 1 is approved, the Board of Directors (the “Board”) intends to implement Proposal 1 regardless of whether stockholders approve Proposal 2.

 

There are no specific plans, arrangements, undertakings or agreements to issue shares at this time.

 

The Board unanimously recommends that you vote “FOR” Proposal 1.

 

Proposal 2

(Page 11)

 

We are proposing to amend the Company’s Certificate of Incorporation to remove our non-voting common stock, which was retired in full on May 14, 2018, and delete all references therein to the non-voting common stock. If Proposal 2 is approved, we intend to restate the Certificate of Incorporation in connection with implementing the proposal. The form of the Restated Certificate is attached hereto as Appendix A and is incorporated into this proxy statement by reference. For avoidance of doubt, Proposal 2 only amends the Certificate of Incorporation to delete all references to non-voting common stock therein, as shown in the Restated Certificate, and does not change the number of authorized shares of common stock in Section 4.1. You are encouraged to read the form of the Restated Certificate in its entirety.

 

1 

 

 

Proposal 2 is not conditioned on the approval of any other proposal. If Proposal 2 is approved, the Board intends to implement Proposal 2 regardless of whether stockholders approve Proposal 1.

 

The Board unanimously recommends that you vote “FOR” Proposal 2.