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ADAMIS PHARMACEUTICALS CORP : Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

08/24/2021 | 05:08pm EDT

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

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Financials (USD)
Sales 2021 22,0 M - -
Net income 2021 -24,0 M - -
Net Debt 2021 - - -
P/E ratio 2021 -6,35x
Yield 2021 -
Capitalization 161 M 161 M -
Capi. / Sales 2021 7,31x
Capi. / Sales 2022 16,1x
Nbr of Employees 130
Free-Float 98,6%
Duration : Period :
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Income Statement Evolution
Mean consensus HOLD
Number of Analysts 1
Last Close Price 1,08 
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Spread / Average Target -
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Managers and Directors
Dennis J. Carlo President, Chief Executive Officer & Director
David C. Benedicto Chief Financial & Accounting Officer
Richard C. Williams Chairman
Ronald B. Moss Chief Medical Officer
Karen K. Daniels Vice President-Operations
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