Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 20, 2021, Adamis Pharmaceuticals Corporation (the "Company") received
a notification letter (the "Notice") from the Listing Qualifications Department
of The Nasdaq Stock Market LLC ("NASDAQ"), which was expected by the Company,
notifying the Company that because the Company has not filed its Quarterly
Report on Form 10-Q for the period ended June 30, 2021, as well as its Quarterly
Report on Form 10-Q for the period ended March 31, 2021 (the "Form 10-Qs"), the
Company does not comply with NASDAQ Marketplace Rule 5250(c)(1), which requires
timely filing of periodic reports with the Securities and Exchange Commission
(the "SEC").
In response to a previous notification letter from NASDAQ relating to the
Quarterly Report on Form 10-Q for the period ended March 31, 2021, the Company
has previously submitted to NASDAQ a plan to regain compliance. In connection
with its review of the plan, NASDAQ has requested that the Company submit an
updated plan to regain compliance. The Notice indicated that if NASDAQ accepts
the plan, NASDAQ may grant an exception of up to November 22, 2021, to regain
compliance. If an exception is granted, the Company may regain compliance at any
time during the permitted period upon filing the Form 10-Qs with the SEC, as
well as any other required periodic reports that are due within that period. If
NASDAQ does not accept the Company's plan, the Company will have the opportunity
to appeal that decision to a NASDAQ Hearings Panel.
The Notice was issued in accordance with standard NASDAQ procedures and has no
immediate effect on the listing of the Company's common stock on the NASDAQ
Capital Market.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 23, 2021, David C. Benedicto, 61, the principal accounting officer of
the Company, was appointed as the Company's chief financial officer and
principal financial officer. Mr. Benedicto joined the Company in December 2014,
has served as the Company's senior director of accounting and controller, and
has served as the Company's principal accounting officer since May 2021. Mr.
Benedicto, a CPA and CMA (Certified Management Accountant), earned a bachelor's
degree in Commerce from the University of Saint La Salle, and an M.B.A. from the
University of the Redlands. Mr. Benedicto's base salary rate as chief financial
officer will be $280,000 per annum. The Company has previously entered into its
form of indemnity agreement with Mr. Benedicto. There are no family
relationships between Mr. Benedicto and any director or executive officer of the
Company, and, except as set forth above, Mr. Benedicto does not have any other
direct or indirect material interest in any transaction or proposed transaction
required to be reported under Item 404(a) of Regulation S-K.
The employment of Robert O. Hopkins, the chief financial officer of the Company,
as an officer and employee of the Company and all subsidiaries was terminated
effective on the date Mr. Benedicto was named as his replacement. Following the
Company's recently-announced sale of assets relating to the human compounding
pharmaceutical business of the Company's US Compounding, Inc. ("USC") subsidiary
and the winding down of the remaining business activities of USC, where Mr.
Hopkins had devoted a substantial amount of his business time, Mr. Hopkins
indicated to the Company that he believed it was appropriate for him to pursue
other opportunities.
Pursuant to the terms of his employment agreement with the Company, conditioned
on and following a timely execution of a general release and waiver and
expiration of any applicable revocation period, Mr. Hopkins will be entitled to
receive severance payments in an amount equal to his current annual base salary
rate, less standard deductions and withholdings, for a period of nine months
after the date of separation, and will, assuming eligibility and a timely
election and to the extent that it does not result in a penalty to the Company,
be entitled to be reimbursed for payment of the Company's portion of the
premiums required to continue medical, dental and vision insurance coverage
pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA") during
the severance payment period (or, if earlier, until he becomes employed
full-time by another employer), with Mr. Hopkins being responsible to pay that
amount of the portion of the premiums, if any, that he would have been
responsible to pay if he had remained an employee during such period.
Item 7.01 Regulation FD Disclosure
On August 24, 2021, the Company issued a press release relating to the matters
described in Items 3.01 and 5.02 above. A copy of the press release, which is
attached to this Current Report on Form 8-K as Exhibit 99.1, is furnished
pursuant to this Item 7.01. The information in this Item 7.01 and Exhibit 99.1
are furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that Section, nor shall it be deemed incorporated
by reference into any registration statement or other filing under the
Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filing, except as shall be expressly
incorporated by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements. This Current Report on
Form 8-K and the press release furnished as Exhibit 99.1 hereto may contain
forward-looking statements which involve certain risks and uncertainties that
could cause actual results to differ materially from those expressed or implied
by these statements. Please refer to the note in the press release under the
heading "Forward-Looking Statements."
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press release dated August 24, 2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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