Adamis Pharmaceuticals
Annual Report 2015

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark one) ☒☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934for the fiscal year ended December 31, 2015 OR ☐☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Commission 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.) 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) 997-2400Securities 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 ☒ Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from theirobligations under those sections. 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 1934during 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 filingrequirements for the past 90 days. YES ☒ NO ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files). YES ☒ NO ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of the chapter) is not contained herein, andwill not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer¨Accelerated filer¨Non-accelerated filer¨Smaller reporting company☒ 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, 2015, was $46,651,597. At March 23, 2016, the Company had 13,459,061 shares outstanding. Documents Incorporated by Reference: Portions of the proxy statement for the 2016 annual stockholders meeting are incorporated by reference intoPart III.  ADAMIS PHARMACEUTICALS CORPORATION TABLE OF CONTENTS PAGENO.PART IITEM 1. BUSINESS 1 ITEM 1A. RISK FACTORS 17 ITEM 1B. UNRESOLVED STAFF COMMENTS 31 ITEM 2. PROPERTIES 31 ITEM 3. LEGAL PROCEEDINGS 31 ITEM 4. MINE SAFETY DISCLOSURES 31 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OFEQUITY SECURITIES 32 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 33 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 38 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 38 ITEM 9A. CONTROLS AND PROCEDURES 38 ITEM 9B. OTHER INFORMATION 40 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 41 ITEM 11. EXECUTIVE COMPENSATION 41 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS 41 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 41 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 41 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 42 i  Information Relating to Forward-Looking Statements This Annual Report on Form 10-K (this “Report”) includes “forward-looking” statements. These forward-looking statements are not historical facts,but are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. These forward-looking statementsinclude statements about our strategies, objectives and our future achievement. To the extent statements in this Annual Report on Form 10-K involve,without limitation, our expectations for growth, estimates of future revenue, our sources and uses of cash, our liquidity needs, our current or plannedclinical trials or research and development activities, product development timelines, our future products, regulatory matters, our expectations concerningthe timing of regulatory approvals, expense, profits, cash flow balance sheet items or any other guidance on future periods, these statements are forward-looking statements. These statements are often, but not always, made through the use of word or phrases such as “believe,” “will,” “expect,” “anticipate,”“estimate,” “intend,” “plan,” and “would.” These forward-looking statements are not guarantees of future performance and concern matters that couldsubsequently differ materially from those described in the forward-looking statements. Actual events or results may differ materially from those discussed inthis Annual Report on Form 10-K. Except as may be required by applicable law, we undertake no obligation to release publicly the results of any revisionsto these forward-looking statements or to reflect events or circumstances arising after the date of this Report. Important factors that could cause actualresults to differ materially from those in these forward-looking statements are disclosed in this Annual Report on Form 10-K, including, without limitation,under the headings “Item 1A. Risk Factors,” “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results ofOperations,” as well as other risks identified from time to time in our filings with the Securities and Exchange Commission, press releases and othercommunications. In addition, many forward-looking statements in this Annual Report on Form 10-K, including statements concerning, among other matters, current orplanned clinical trials, anticipated research and development activities, anticipated dates for commencement of clinical trials, anticipated completiondates of clinical trials, anticipated dates for meetings with regulatory authorities and submissions to obtain required regulatory marketing approvals,anticipated dates for commercial introduction of products, and other statements concerning our future operations and activities, assume that we are able toobtain sufficient funding in the near term and thereafter to support such activities and continue our operations and planned activities. As discussed herein,including under “Item 1A. Risk Factors” and in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” werequire additional funding to continue operations, and there are no assurances that such funding will be available. Failure to timely obtain requiredfunding would adversely affect and could delay or prevent our ability to realize the results contemplated by such forward looking statements. The Adamis Pharmaceuticals logo and other trademarks or service marks of Adamis Pharmaceuticals Corporation appearing in this Annual Report onForm 10-K are the property of Adamis Pharmaceuticals Corporation. All other brand names or trademarks appearing in this Annual Report on Form 10-Kare the property of their respective owners. Unless the context otherwise requires, the terms “we,” “our,” and “the Company” refer to AdamisPharmaceuticals Corporation, a Delaware corporation, and its subsidiaries. ii  EXPLANATORY NOTE REGARDING THE ANNUAL REPORT We changed our fiscal year to the calendar twelve months ending December 31, effective beginning after our previous fiscal year ended March 31,2014. As a result, our prior fiscal period was shortened from twelve months to a nine-month transition period ended on December 31, 2014. Unless otherwise indicated, comparisons of fiscal year results in the “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” portion of this Annual Report, and elsewhere herein, compare results for the 12-month period ended December 31, 2015 to the nine-monthtransition period ended December 31, 2014 (sometimes referred to herein as the "Transition 2014 Period'), and accordingly are not comparing results for acomparable period of time. Included in note 17 to the financial statements appearing elsewhere in this Annual Report is certain unaudited financialinformation for the 12-month period ended December 31, 2014. iii  PART I ITEM 1.BUSINESS Company Overview Adamis Pharmaceuticals Corporation (“we,” “us,” “our,” “Adamis” or the “company”) is a pharmaceutical company focused on combining specialtypharmaceuticals and biotechnology to provide innovative medicines for patients and physicians. We are currently primarily focused on our specialtypharmaceutical products. We are currently developing several products in the allergy and respiratory markets, including one utilizing a dry powder inhalertechnology that we acquired from 3M Company, or 3M. Our goal is to create low cost therapeutic alternatives to existing treatments. Consistent across allspecialty pharmaceuticals product lines, we intend to submit Section 505(b)(2) New Drug Applications, or NDAs, or Section 505(j) Abbreviated New DrugApplications, or ANDAs, to the U.S. Food and Drug Administration, or FDA, whenever possible in order to potentially reduce the time to market and to saveon costs, compared to those associated with Section 505(b)(1) NDAs for new drug products. We also have a number of biotechnology product candidates andtechnologies, including therapeutic vaccine and cancer product candidates and technologies intended to treat patients with unmet medical needs in theglobal cancer market. To achieve our goals and support our overall strategy, we will need to raise a substantial amount of funding and make significantinvestments in equipment, new product development and working capital. The current status of our development programs is as follows: Product Portfolio Specialty Pharmaceutical Products Target Indication Development StatusEpinephrine PFS Anaphylaxis Submitted NDAAPC-5000 DPI Asthma/COPD Phase 3 ready (1)(2)APC-1000 Asthma/COPD Phase 3 ready (1)(2)APC-2000 Bronchospasm Phase 3 ready (1)(2) Biotechnology Products Target Indication Development StatusTeloB-VAX (vaccine) Prostate Cancer Phase 2 ready (1)APC-100 Prostate Cancer Phase 1 trial (3)APC-200 Prostate Cancer PreclinicalAPC-300 Prostate Cancer Preclinical (1)Represents the next anticipated development or regulatory stage for the product candidate that we may pursue, assuming that we have the financialresources to pursue any of these opportunities. There are no assurances that we will pursue these opportunities, for financial or other reasons.(2)A single Phase 3 trial, without previous Phase 1 or Phase 2 trials, is the anticipated next product development stage. The Company intends to conductadditional trials, such as PK and/or dose escalation studies in connection with the Phase 3 trial.(3)Phase 1 of a Phase 1/2a clinical trial has commenced. No patients are currently being recruited for this study. We have not received regulatory approval for any drugs or products. Since our fiscal 2010 year, we have not generated commercial revenues frommarketing or selling any drugs or other products. Anaphylaxis; Epinephrine Pre-Filled Syringe Our most advanced product candidate, the Epinephrine Injection USP 1:1000 0.3mg Pre-filled Single Dose Syringe, or the Epinephrine PFS, is a pre-filled syringe designed to deliver a premeasured 0.3 mg dose of epinephrine for the treatment of anaphylaxis. The American Academy of Allergy Asthma andImmunology, or AAAAI, defines anaphylaxis as a serious life-threatening allergic reaction. The most common anaphylactic reactions are to foods, insectstings, medications and latex. According to information published by AAAAI reporting on findings from a 2009-2010 study, up to 8% of U.S. children underthe age of 18 had a food allergy, and approximately 38% of those with a food allergy had a history of severe reactions. Anaphylaxis requires immediatemedical treatment, including an injection of epinephrine. 1  We estimate that sales of prescription epinephrine products in 2015 were approximately $1.0 billion, based on industry data. We cannot provide anyassurances concerning any possible future rates of annual growth or whether annual prescriptions will decline or grow. We believe that there is an opportunity for a simple, lower-cost, pre-filled syringe to compete in this market. Our Epinephrine PFS product will allowusers to administer a pre-measured epinephrine dose quickly with a syringe that we believe will be familiar to many potential users. Auto-injectors are spring-loaded auto-injector devices. If not administered properly, there is a risk that they could misfire or be misused. We expect to introduce the Epinephrine PFSproduct at a price point reflecting a discount to the price of the leading products. We believe that a lower-priced option may be attractive to individuals thatpay cash for their epinephrine products, professional users such as hospitals and first responders, and military and prison systems. We believe that the Epinephrine PFS product, if introduced, may acquire a share of the market based on the price differential between the expectedprice of the Epinephrine PFS product and the price at which the market-leading product is currently sold, which may motivate purchasers and reimbursingpayors to choose the lower cost alternative. We believe that the Epinephrine PFS product has the potential to compete successfully, although there can be noassurance that this will be the case. If our product is approved and introduced, competitors may reduce or otherwise modify the pricing of their existingproducts. In addition, if additional competing products are introduced in the future, such as a generic or bioequivalent, or A/B rated, version of one or moreexisting spring-loaded auto-injector devices, at lower prices than the current market leading products, the competitive success of our product could beadversely affected. With the help of our contract manufacturer, on May 28, 2014, we submitted an NDA to the FDA pursuant to Section 505(b)(2) of the Food, Drug &Cosmetic Act, as amended, or FDCA, for approval of our Epinephrine PFS product. We received a complete response letter, or CRL, from FDA on March 27,2015. The issues raised in the CRL related primarily to the Chemistry, Manufacturing and Controls section, more specifically, the volume of dose deliveredby the syringe, including the ability of the product to deliver volume within the levels contained in the labeling claim and as required by the FDA. We took anumber of actions, including making changes to the performance, size and functionality of the product, we submitted the NDA on December 4, 2015. OnJanuary 14, 2016, we announced that the FDA had accepted the resubmitted NDA for review, and that the FDA indicated that it considered the resubmissionto be a complete, class 2 response to the CRL and provided an agency target new action date of June 4, 2016, for reviewing and acting on to theresubmission. If the FDA approves the NDA, we hope to receive an approval in time to permit our first commercial sales to commence sometime in the thirdquarter of 2016, although there are no assurances that this will be the case. Under goals established in connection with the Prescription Drug User Fee Act, orPDUFA, the FDA’s guidance for the review and acting on Class 2 NDA resubmissions is six months from the date of receipt of the resubmission. However, theFDA’s review processes can extend beyond, and in some cases significantly beyond, anticipated completion dates due to the timing of the FDA’s reviewprocess, FDA requests for additional data, information, materials or clarification, difficulties scheduling an advisory committee meeting, FDA workloadissues, extensions resulting from the submission of additional information or clarification regarding information already in the submission within the lastthree months of the target PDUFA date, or other reasons. As a result, the dates of regulatory approval, if obtained, and commercial introduction of our productcould be delayed beyond our expectations. Asthma and COPD According to the National Institute of Health, or NIH, asthma is a chronic lung disease that inflames and narrows the airways. Asthma causes recurringperiods of wheezing, chest tightness, shortness of breath, and coughing. Asthma affects people of all ages, but it most often starts during childhood.According to information published by Centers for Disease Control & Prevention (CDC) reporting on findings from 2013, the number of people in the U.S.with asthma is approximately 22.6 million and growing. COPD, or chronic obstructive pulmonary disease, is a progressive disease that makes it difficult to breathe. COPD can cause coughing that produceslarge amounts of mucus, wheezing, shortness of breath, chest tightness, and other symptoms. According to the NIH, cigarette smoking is the leading cause ofCOPD. However, long-term exposure to other lung irritants such as air pollution, chemical fumes, or dust may also contribute to COPD. We estimate that global sales of asthma and COPD prescription products were in excess of approximately $13.8 billion in 2014, based on industry data.Within the global asthma and COPD market, we estimate that one product in particular, Advair Diskus® marketed by GlaxoSmithKline, generated more than$3.2 billion in U.S. sales and $7 billion in global sales in 2014, based on GSK’s publicly announced results. APC-5000 DPI. In December 2013, we acquired assets relating to 3M’s patented Taper dry powder inhaler, or DPI, technology under development by3M for the treatment of asthma and COPD. Pursuant to our agreement with 3M, we made an initial payment of $3.0 million to 3M and acquired an exclusivelicense to the assets, and on December 27, 2013, we made a final payment to 3M of $7.0 million and the Taper DPI assets were transferred to us. The TaperDPI technology was under development by 3M as a device designed to efficiently deliver dry powder by utilizing a 3M proprietary microstructured carriertape. We believe that, once developed, the device can be utilized to deliver a variety of different drug compounds. We intend to utilize the Taper DPI assetsinitially to develop a pre-metered inhaler device, referred to as APC-5000 DPI, for the treatment of asthma and COPD to deliver the same active ingredients asGlaxoSmithKline’s Advair Diskus®. The Advair Diskus® is a dry powder inhaler, or DPI, product that combines fluticasone propionate, or fluticasone andsalmeterol xinafoate, or salmeterol. Fluticasone belongs to the family of medicines known as corticosteroids or steroids. It works by preventing certain cellsin the lungs and breathing passages from releasing substances that cause asthma symptoms. Inhaled salmeterol is a long-acting bronchodilator.Bronchodilators are medicines that are breathed in through the mouth to open up the bronchial tubes (air passages) in the lungs. It relieves cough, wheezing,shortness of breath, and troubled breathing by increasing the flow of air through the bronchial tubes. The combination of the two medicines is used when apatient’s asthma has not been controlled sufficiently on other asthma medicines, or when a patient’s condition is so severe that more than one medicine isneeded every day. 2  Upon completion of product development and clinical trials and if required regulatory approvals are obtained, we intend to commercially market theAPC-5000 DPI product to compete for a share of the Advair Diskus market with a branded generic version utilizing the acquired technology. Pursuant to ouragreement with 3M, the microstructured carrier tape will be supplied by 3M under a separate supply agreement to be negotiated with 3M. We believe that one advantage of the technology is that it can deliver drug particles without the need for lactose or formulation excipients. Themajority of current dry powder products use lactose carrier excipients to enhance flowability; however, they have the disadvantage of increased bulk andrequire a mechanism for detaching the drug from the surface of the lactose. Lactose carrier formulations require a complicated blending process and deliverythat is highly sensitive to excipient powder properties. There are currently no excipient-free dry powder inhalers in the U.S. market. On February 24, 2015, we announced the result of our Phase 1 pharmacokinetic study, or PK study, comparing the bioavailability of our APC-5000 DPIproduct to GlaxoSmithKline’s Advair® Diskus® DPI. This PK study was designed as an open-label, randomized, single-dose, 4 period (2 sequence, 2treatment, fully replicated) crossover relative bioavailability study comparing APC-5000 (Fluticasone Propionate, or FP, 186 μg and Salmeterol Xinafoate, orSX, 44.7 μg; 3 inhalations; total dose 558/134.1 μg FP/SX) and Advair® Diskus® 250/50 μg (3 inhalations; total dose 750/150 μg FP/SX). Sixteen healthymale and female subjects who met the study inclusion criteria were enrolled into the study. The study involved a screening period and four treatment periodsseparated by four days. After completion of screening procedures, subjects were randomized to receive two doses of each Test and Reference product in fourtreatment periods. All sixteen subjects completed the study. The study results confirmed that systemic exposure to the drugs FP and SX was reduced aftertreatment with APC-5000 as compared to Advair® Diskus®. We are currently preparing an investigational new drug application, or IND, to be submitted to the FDA to begin human testing of APC-5000 DPI.Assuming receipt of sufficient funding and if clinical trials are initiated and successfully completed, we intend to pursue an NDA under Section 505(b)(2) toseek approval for sale in the U.S. market. We also intend to seek to identify opportunities to market APC-5000 DPI based products outside of the U.S. Wecurrently have no in-house manufacturing capabilities, so we intend to rely on third-party contract manufacturers to manufacture the materials needed toproduce APC-5000 DPI. Additional Allergy Products; APC-1000 and APC-2000. We have two additional product candidates in our allergy and respiratory product pipeline.Our APC-1000 product candidate is a steroid hydrofluoroalkane, or HFA, metered dose inhaler product, for asthma and COPD. Our product candidates, ifdeveloped and approved for marketing, will target a small niche within the larger market for respiratory products. To date, we have not made any regulatoryfilings with the FDA for these products. In the fourth quarter of 2015, we decided to terminate the development of our APC-3000 product candidate, for the treatment of seasonal and perennialallergic rhinitis, because the current leading product in its category became available over-the-counter in the United States, and we concluded that it wouldbe difficult for our prescription APC-3000 product candidate to compete with an over-the-counter product targeting the same ailment and patientpopulation. On February 24, 2015, we announced the result of our pharmacokinetic study, or PK study, comparing our beclomethasone dipropionate HFA, 80 mcgInhalation Aerosol, product, APC-1000, with Teva Respiratory, LLC’s Qvar® (Beclomethasone Dipropionate HFA, 80 mcg Inhalation Aerosol) product. Thestudy was a Phase I open label, randomized, single-dose, four-way crossover PK study comparing APC-1000 to Qvar. Twenty-two healthy male and femalesubjects who met the study inclusion criteria were enrolled. The study involved a screening period before randomization and four treatment periods eachseparated by a minimum of three days. Both inhalation aerosols were administered to each subject for a total dose of 320 mcg BDP (4 inhalations). Twenty-one subjects completed the study. One subject was withdrawn due to non-compliance. The purpose of this PK study was to compare the bioavailability ofAPC-1000 to Qvar. The results showed the extent of absorption of APC-1000 to be equivalent to Qvar. Following discussions with the FDA and additionalconsideration of the development pathway for the product, we decided to conduct additional development work for APC-1000 during 2015. We intend,depending on the outcome of several factors including results of additional development work and obtaining additional funding that will be required tocommence a trial, to file an investigational new drug application, or IND, and initiate a dose escalation and subsequent Phase 3 efficacy study during thesecond half of 2016. Our second product candidate that is in development in our allergy and respiratory pipeline, APC-2000, is a HFA bronchodilator for the treatment orprevention of bronchospasm. We have had previous discussions with the FDA regarding regulatory approval requirements and intend to have furtherdiscussions concerning, among other things, the appropriate regulatory pathway for the product under Section 505(j) relating to ANDAs, Section 505(b)(2) orotherwise. 3  Our development plans concerning our allergy and respiratory products, including APC-1000 and 2000, are affected by developments in themarketplace, including the introduction of potentially competing new products by our competitors. For example, certain products that previously have beenavailable by prescription only have been approved by the FDA and introduced for sale over-the-counter without a prescription at a lower price thancompeting prescription products, and other new allergy or respiratory products have been or could in the future also be approved as “branded generic”products or as over-the-counter products. Such products could be sold at lower prices than prescription products, could adversely affect the willingness ofhealth insurers or other third party payors to reimburse patients for the cost of prescription products, and could adversely affect our ability to successfullydevelop and market product candidates in our pipeline. As a result, our product development plans could be affected by such considerations. The anticipateddates for development and introduction of products in our allergy and respiratory product pipeline will depend on a number of factors, including theavailability of adequate funding to support product development efforts. We believe that should we decide to pursue such applications, we would be requiredto submit data for an application for approval to market APC-1000 pursuant to Section 505(b)(2), and APC-2000 pursuant to Section 505(j) or 505(b)(2) ofthe FDCA, although there are no assurances that this will be the case. We believe that the next trial for APC-1000 and APC-2000 would be a Phase 3 pivotaltrial, potentially preceded by dose escalation studies and do not believe that Phase 1 or Phase 2 trials would be required. Total time to develop the APC-1000or APC-2000 product, including manufacture of the product, clinical trials and FDA review, is expected to be approximately 24-30 months from inception offull product development efforts, assuming that we are able to obtain adequate funding and that there are no unforeseen regulatory issues or other delays.Factors that could affect the actual launch date for our allergy and respiratory product candidates, as well as our other product candidates, include generalmarket conditions, the outcome of discussions with the FDA concerning the number and kind of clinical trials that the FDA will require before the FDA willconsider regulatory approval of the applicable product, the outcome of discussions with the FDA concerning the regulatory approval pathway of theapplicable product, any unexpected difficulties in licensing or sublicensing intellectual property rights for other components of the product such as theinhaler, patent infringement lawsuits relating to Paragraph IV certifications as part of any Section 505(b)(2) or ANDA filings, see “Government Regulation—Regulation in the United States—Section 505(b)(2) New Drug Applications,” any unexpected difficulties in the ability of our suppliers to timely supplyquantities for commercial launch of the product, any unexpected delays or difficulties in assembling and deploying an adequate sales force to market theproduct, and receipt of adequate funding to support product development and sales and marketing efforts. Subject to several factors including the availability of sufficient funding, the success of future clinical trials, obtaining required regulatory approvalsand the absence of unexpected delays, we believe that up to four products, including Epinephrine PFS, could be ready for launch or launched before the endof 2018, although there can be no assurances that this will be the case. Cancer Although we are currently primarily focused on our specialty pharmaceutical products, we believe that there is a significant need for new products andtherapies for the treatment of prostate cancer and other forms of cancer. TeloB-VAX. In April 2011, we acquired exclusive rights to patented telomerase-based cancer vaccine technology from the Regents of the University ofCalifornia, or UCSD, and the Dana-Farber/Harvard Cancer Center. The technology relates to what we believe may be a novel cell-based vaccine productcandidate for cancer, tentatively named TeloB-VAX. The technology is intended to activate the body’s natural defense mechanism to stimulate an immuneresponse against one of nature’s most common tumor markers, telomerase reverse transcriptase, or telomerase. We believe that a vaccine product, ifdeveloped, will utilize the patient’s own B cells to induce an immune response against telomerase. Telomerase is a marker found in approximately 85% of allcancers including prostate cancer. In a Phase 1 clinical trial completed at UCSD in castrate resistant prostate cancer patients, the vaccine product candidatewas shown to be safe and well tolerated. We believe that this technology may represent an opportunity to program the immune system to mobilize killerlymphocytes to combat cancer cells. Prostate Cancer. According to the American Cancer Society, or ACS, and the National Cancer Institute, or NCI, prostate cancer is the second-mostcommon cancer in American men and the second leading cause of cancer death in American men. The ACS estimated that for 2015 in the United States,approximately 220,800 new cases of prostate cancer will be diagnosed and about 27,450 men will die of prostate cancer in 2015. In 2010, we licensed patentsand related intellectual property relating to three cancer drug candidates developed at the University of Wisconsin. We believe these drug candidates, namedAPC-100, -200 and -300, may offer new treatment opportunities for prostate cancer. APC-100 is the most advanced of the three drug candidates. In animal studies conducted to date, APC-100 demonstrated anti-androgenic and anti-inflammatory activities against prostate tumors growing in animal models and showed a strong safety profile in preclinical safety studies. In 2006, APC-100was awarded the NCI Rapid Award. The award is given by the National Cancer Institutes for promising new drugs for the treatment of cancer and resulted insignificant funding for research and development of APC-100. APC-100 has demonstrated desirable pharmacological characteristics as an oral or injectableanti-inflammatory and anti-androgenic drug candidate with multiple mechanisms of action. In animal studies conducted to date, APC-100 decreasedsecretion of human PSA by human prostate cancer cells growing in mice and also increased the time-to-tumor progression and survival of mice with prostatesensitive and castrate resistant tumors. In August 2011, we announced the enrollment of the first patient in a Phase 1/2a prostate cancer clinical trial relatingto the use of the APC-100 product to treat men with castrate-resistant prostate cancer. The trial began at the University of Wisconsin Carbone Cancer Centerand was extended to the Wayne State University Karmanos Cancer Institute. In the trial, each patient has been assessed for toxicity, biochemical responses(PSA), radiographic and clinical responses. No patients are currently being recruited. 4  APC-200 is a drug candidate for both castrate-sensitive and castrate resistant prostate cancer. In 2007, APC-200 was awarded the NCI Rapid Award.APC-200 blocks androgen-induced hydrogen peroxide production and inflammation and inhibits mouse prostate cancer. In animal studies conducted to date,APC-200 was an excellent inhibitor of chronic inflammation. It also completely inhibited oxidase mediated high rates of hydrogen peroxide production invivo and delayed prostate cancer progression and death in the standard mouse prostate cancer model. If we conclude preclinical development activities, suchas GMP manufacturing of drug substance and drug product, as well as conclusion of the preclinical safety, pharmacology and toxicology studies, weanticipate that the next development stage would be to submit an Adamis-sponsored IND relating to the clinical investigation of oral APC-200 in prostatecancer patients with castrate resistant prostate cancer, assuming adequate funding and no unexpected delays, although there are no assurances that we willfile or open such an IND. APC-300 is a multi-targeted small molecule therapeutic drug that we believe has the potential to demonstrate anti-inflammatory, pro-apoptotic anti-cancer activities for prostate cancer patients, including men with advanced metastatic castrate resistance prostate cancer. In preclinical in vitro studiesconducted to date, APC-300 repeatedly demonstrated inhibition of human tumor cell growth and killed both castrate-sensitive and castrate-resistant humanprostate cancer tumors. It also materially decreased tumor volumes and suppressed local metastasis in human to mouse xenograft models, where malignanthuman prostate, pancreas, or melanoma tumor tissue was grafted onto athymic immunosuppressed experimental mice. For several reasons including fundinglimitations, we have not yet developed a clinical protocol and other materials for submission of an IND. We are currently primarily focused on our specialty pharmaceutical products and do not currently intend to devote a material portion of our financialresources for research and development of our cancer and biotechnology product candidates and technologies. We may explore other alternatives fordevelopment of one or more of these product candidates and technologies including seeking strategic development arrangements or out-licensing or saletransactions. Other Technologies STI Technology In addition, we have licensed patented vaccine technology that we believe has the potential to provide protection against a number of different viralinfectious agents. This novel vaccination strategy, which employs DNA plasmids, appears, based on preclinical studies conducted to date, to have the abilityto “train” a person’s immune system to recognize and mount a defense against particular aspects of a virus’s structure. If successfully developed, we believethis technology could give physicians a new tool in generating immunity against a number of viral infections that have been difficult to target in the past. The licensed technology was developed by Dr. Maurizio Zanetti, M.D., a professor at the Department of Medicine at UCSD. Dr. Zanetti has developedand patented a method of DNA vaccination by somatic transgene immunization, or STI. STI, also sometimes called TLI, has already been tested in Phase Istudies in humans for other vaccine applications. An immune response was elicited in the study, and the results suggested that the procedure was safe andwell tolerated. We have previously conducted certain experiments in mice utilizing the STI technology, but our testing is at the preclinical stage. As among our cancer and vaccine technologies, our development efforts would focus initially on the development of one or more of the other licensedprostate cancer product candidates and technologies, and as a result the timing of development of this viral vaccine technology is subject to uncertainty. Savvy/C31G We also have a microbicide product candidate, named Savvy (C31G). On December 7, 2010, we announced the successful completion of a Phase 3contraceptive trial of C31G. The study met its primary endpoint and was conducted by the Eunice Kennedy Shriver National Institute of Child Health andHuman Development (NICHD), National Institutes of Health (NIH), in the Contraceptive Clinical Trials Network at 14 sites in the United States. The clinicalinvestigators found that C31G was not inferior in contraceptive efficacy to the comparator drug Conceptrol. Moreover, the gel was well-tolerated and had ahigh degree of acceptability in women who completed the study. No drug-related serious adverse events were observed with C31G. Currently, to ourknowledge all spermicides commercially available in the U.S., including Conceptrol, contain the active ingredient nonoxynol-9, or N-9, in a carrier such as agel, film, cream, foam, suppository, or tablet. N-9 has been reported in some studies to cause irritant and allergic reactions in some users. C31G does notcontain N-9 and, if commercialized, may offer an alternative for women who seek a non-hormonal method of contraception. In addition, on September 9,2013, we announced that a recently published study conducted by university researchers at Louisiana State University Health Science Center found thatC31G was effective in treating Herpes Simplex Virus, or HSV, in an eye infection, ocular keratitis, and animal model using live rabbits. The rabbit eye modelutilized for the study mimics the disease in humans. In the same study the researchers also reported that ocular administration of C31G was safe and welltolerated, confirming earlier clinical studies that established C31G safety and tolerability in other applications. HSV-1 is the same virus that causes cold soresand is common in humans. In the eye, it usually causes an infection of the cornea, and that infection is the most common cause of cornea-derived blindness.In previous animal studies, C31G was also active against HSV-2, the cause of genital herpes. 5  Before considering any actions to further develop or seek regulatory approval for a C31G product, further meetings with the FDA would likely berequired to discuss the regulatory pathways for submitting an NDA for marketing approval, including whether any additional trials will be required before anNDA is submitted. In considering commercialization alternatives, we would likely seek to enter into an out-licensing or similar transaction withorganizations that have a focus or business unit in the area of antimicrobials or contraception, or in other fields where C31G may have potential as a productcandidate. The C31G product candidate is held by our Biosyn, Inc. subsidiary, which we acquired in 2004. Provisions in the agreement pursuant to which weacquired Biosyn, and/or in certain of the funding agreements and other agreements relating to the C31G product, provide for payments to the former Biosynshareholders upon marketing approval by the FDA (or, in certain circumstances, certain foreign regulatory authorities) of C31G for one or more indications,for payments to certain other third parties in the event of sales or other revenues relating to C31G or certain other events, and include limitations on certainactivities of Biosyn including payment of dividends. In addition, sale or out-licensing of the C31G product candidate may require the consent of one or moresuch third parties. As a result, commercialization of the product could require, among other things, renegotiation of the provisions relating to the formerBiosyn shareholders and such third parties. Accordingly, there can be no assurances that we will pursue or be able to successfully conclude a transactioninvolving C31G or concerning the amounts that we might receive from any such transaction, or that any C31G product will be submitted for regulatoryapproval or will be approved or marketed. For the year ended December 31, 2015 and the nine-month transition period ended December 31, 2014, we estimate that we spent approximately $4.8million and $3.5 million, respectively, on all research and development activities. Clinical Supplies and Manufacturing We have no in-house manufacturing or distribution capabilities and have no current plans to establish manufacturing facilities for significant clinicalor commercial production. We rely on third-party contract manufacturers to make the material used to support the development of our product candidates.Our third-party manufacturers are subject to extensive governmental regulation. The FDA mandates that drugs be manufactured, packaged and labeled inconformity with current good manufacturing practices, or cGMP, regulations. In complying with cGMP regulations, manufacturers must continue to expendtime, money and effort in production, record keeping and quality control to ensure that their services and products meet applicable specifications and otherrequirements. We intend to continue to outsource the manufacture and distribution of our products for the foreseeable future, and we believe thismanufacturing strategy will enable us to direct our financial resources to commercialization without devoting the resources and capital required to buildcGMP compliant manufacturing facilities. If the FDA approves our NDA relating to our Epinephrine PFS product, the Epinephrine PFS product will bemanufactured by Catalent Pharma Solutions, a third party manufacturer, utilizing materials to complete the manufacturing process obtained from variouscompanies and suppliers, and assembly and final packaging of the product will also be implemented by a third party entity. Although there are potentialsources of supply other than our existing suppliers, any new supplier would be required to qualify under applicable regulatory requirements. Sales and Marketing We are currently developing our sales and marketing infrastructure, including retaining employees and entering into arrangements with third parties foradditional sales and marketing support, and undertaking other related activities in anticipation of obtaining FDA approval of our NDA relating to ourEpinephrine PFS product for treating anaphylaxis. Customers and Distribution We do not currently sell or distribute pharmaceutical products. Since our fiscal 2010 year, we have not generated commercial revenues from marketingor selling any drugs or other products. If our Epinephrine PFS product is approved, we anticipate that marketing and distribution of the product couldcommence to initial customers including wholesalers, who in turn seek to distribute the products to retail pharmacies or other customers, specialtywholesalers or distributors, professional users such as hospitals and first responders, and the military and prison systems, as well as other potential customers.We have retained third-party service providers to perform a variety of functions related to the distribution of our products that may be approved, includinglogistics management and other distribution management and data reporting services in exchange for a fee. Competition The biotechnology and pharmaceutical industries are extremely competitive. Our potential competitors in the field are many in number and includemajor pharmaceutical and specialized biotechnology companies. Many of our potential competitors have significantly more financial, technical and otherresources than we do, which may give them a competitive advantage. In addition, they may have substantially more experience in effecting strategiccombinations, in-licensing technology, developing drugs, obtaining regulatory approvals and manufacturing and marketing products. We cannot give anyassurances that we can compete effectively with these other biotechnology and pharmaceutical companies. Our potential competitors in these markets maysucceed in developing products that could render our products and those of our collaborators obsolete or non-competitive. In addition, many of ourcompetitors have significantly greater experience than we do in the fields in which we compete. 6  Our allergy and respiratory products, if developed and launched, will compete with numerous prescription and non-prescription over-the-counterproducts targeting similar conditions, as well as prescription generic products. In addition, a number of large pharmaceuticals companies producepharmaceutical products, such as antihistamines, corticosteroids and anti-leukotriene agents, which manage allergy and respiratory symptoms. Moreover,certain products that previously have been available by prescription only have been or could in the future be approved by the FDA for sale over-the-counterwithout a prescription at a lower price than competing prescription products, which could adversely affect our ability to successfully develop and market acompeting prescription product. The Epinephrine PFS product, if commercialized, will compete against other self-administered epinephrine products,including EpiPen, EpiPen Jr., Auvi-Q and Adrenaclick. In addition, additional competing products could be introduced in the future, such as a generic orbioequivalent, or A/B, version of existing spring-loaded auto-injector devices, at prices that could adversely affect competitive success of our EpinephrinePFS product. Our APC-5000 DPI product, if developed and commercialized, is expected to compete with allergy inhaler products offered by severalcompanies, including GlaxoSmithKline. The development and commercialization of new drugs for cancer, and of vaccine products for viral infections, ishighly competitive. Most of the larger pharmaceutical companies, and many smaller public and private companies, have products or are engaged in researchand development activities in these fields. Intellectual Property Our success will depend in large part on our ability to: ●obtain and maintain international and domestic patent and other legal protections for the proprietary technology, inventions and improvementswe consider important to our business;●prosecute and defend our patents;●preserve our trade secrets; and●operate without infringing the patents and proprietary rights of other parties. We intend to continue to seek appropriate patent protection for product candidates in our research and development programs where applicable andtheir uses by filing patent applications in the United States and other selected countries. We intend for these patent applications to cover, where possible,claims for composition of matter, medical uses, processes for preparation and formulations. As of February 5, 2016, the Company had: (i) 10 issued patents inthe United States and 10 pending applications, one of which has been allowed; (ii) eight issued and 19 pending foreign patent applications relating toEpinephrine Injection, APC 5000 DPI and C31G. The issued patents and allowed patents applications expire between 2017 and 2035, not taking intoaccount any potential patent-term extensions that may be available in the future. We are the licensees of other patents under our various licensing agreementsrelating to APC 100, APC 200, APC 300, Telomerase and STI. Although we believe that our rights under patents and patent applications provide a competitive advantage, the patent positions of pharmaceutical andbiotechnology companies are highly uncertain and involve complex legal and factual questions. We may not be able to develop patentable products orprocesses, and may not be able to obtain patents from pending applications. Even if patent claims are allowed, the claims may not issue, or in the event ofissuance, may not be sufficient to protect the technology owned by or licensed to us. Any patents or patent rights that we obtain may be circumvented,challenged or invalidated by our competitors. We also rely on trade secrets, proprietary know-how and continuing innovation to develop and maintain our competitive position, especially when wedo not believe that patent protection is appropriate or can be obtained. We seek protection of these trade secrets, proprietary know-how and any continuinginnovation, in part, through confidentiality and proprietary information agreements. However, these agreements may not provide meaningful protection for,or adequate remedies to protect, our technology in the event of unauthorized use or disclosure of information. Furthermore, our trade secrets may otherwisebecome known to, or be independently developed by, our competitors. Government Regulation Pharmaceutical Regulation If and when we market any pharmaceutical products in the United States, they will be subject to extensive government regulation. Likewise, if we seekto market and distribute any such products abroad, they would also be subject to extensive foreign government regulation. In the United States, the FDA regulates pharmaceutical products. FDA regulations govern the testing, manufacturing, advertising, promotion, labeling,sale and distribution of pharmaceutical products, and generally require a rigorous process for the approval of new drugs. We also may be subject to foreignregulatory requirements governing clinical trials and drug product sales if products are tested or marketed abroad. The approval process outside the UnitedStates varies from jurisdiction to jurisdiction and the time required may be longer or shorter than that required for FDA approval. 7  Regulation in the United States The FDA testing and approval process requires substantial time, effort and money. We cannot assure you that any of our products will ever obtainapproval. Our potential products will be regulated either as biological products or as drugs. In the United States, drugs are subject to regulation under theFDCA. Biological products, in addition to being subject to provisions of the FDCA, are regulated under the Public Health Service Act, or PHSA. Both statutesand related regulations govern, among other things, testing, manufacturing, safety, efficacy, labeling, storage, record keeping, advertising, and otherpromotional practices. The FDA approval process for new drugs and biologics includes, without limitation: ●preclinical studies; ●submission of an Investigational New Drug application, or IND, for clinical trials; ●adequate and well-controlled human clinical trials to establish safety and efficacy of the product; ●review of a New Drug Application, or NDA, or review of a Biologics License Application, or BLA; and ●inspection of the facilities used in the manufacturing of the drug to assess compliance with the FDA’s current Good Manufacturing Practices, orcGMP, regulations. Preclinical studies include laboratory evaluation of the product, as well as animal studies to assess the potential safety and effectiveness of the product.Most of these studies must be performed according to good laboratory practices, a system of management controls for laboratories and research organizationsto ensure the consistency and reliability of results. The results of the preclinical studies, existing clinical and/or human use data (if applicable), together withmanufacturing information and analytical data, are submitted to the FDA as part of an IND, which we are required to file before we can commence any clinicaltrials for our product candidates in the United States. Clinical trials may begin 30 days after an IND is received, unless the FDA raises concerns or questionsabout the conduct of the clinical trials. If concerns or questions are raised, an IND sponsor and the FDA must resolve any outstanding concerns before clinicaltrials can proceed. We cannot assure you that submission of any additional IND for any of our preclinical product candidates will result in authorization tocommence clinical trials. Clinical trials involve the administration of the product candidate that is the subject of the trial to volunteers or patients under the supervision of aqualified principal investigator. Each clinical trial must be reviewed and approved by an independent institutional review board, or IRB, at each institutionat which the study will be conducted. The IRB will consider, among other things, ethical factors, safety of human subjects and the possible liability of theinstitution arising from the conduct of the proposed clinical trial. Also, clinical trials must be performed according to good clinical practices, which areenumerated in FDA regulations and guidance documents. Clinical trials typically are conducted in sequential phases: Phases 1, 2 and 3. The phases may overlap. The FDA may require that we suspend clinicaltrials at any time on various grounds, including if the FDA makes a finding that the subjects participating in the trial are being exposed to an unacceptablehealth risk. In Phase 1 clinical trials, a drug is usually tested on patients to determine safety, any adverse effects, proper dosage, absorption, metabolism,distribution, excretion and other drug effects. In Phase 2 clinical trials, a drug is usually tested on a limited number of subjects to preliminarily evaluate the efficacy of the drug for specific, targetedindications, determine dosage tolerance and optimal dosage, and identify possible adverse effects and safety risks. In Phase 3 clinical trials, a drug is usually tested on a larger number of subjects in an expanded patient population and at multiple clinical sites. We cannot assure you that any of our current or future clinical trials will result in approval to market our products. A NDA or BLA must include comprehensive and complete descriptions of the preclinical testing, clinical trials and the chemical, manufacturing andcontrol requirements of a drug that enable the FDA to determine the drug’s or biologic’s safety and efficacy. A NDA or BLA must be submitted, filed andapproved by the FDA before any product that we may successfully develop can be marketed commercially in the United States. The facilities, procedures and operations for any of our contract manufacturers must be determined to be adequate by the FDA before product approval.Manufacturing facilities are subject to inspections by the FDA for compliance with cGMP, licensing specifications and other FDA regulations before andafter an NDA or BLA has been approved. Foreign manufacturing facilities are also subject to periodic FDA inspections or inspections by foreign regulatoryauthorities. Among other things, the FDA may withhold approval of NDAs, BLAs or other product applications if deficiencies are found at the facility.Vendors that may supply us with finished products or components used to manufacture, package and label products are also subject to similar regulations andperiodic inspections. 8  In addition, the FDA imposes a number of complex regulatory requirements on entities that advertise and promote pharmaceuticals, including, but notlimited to, standards and regulations for direct-to-consumer advertising, off-label promotion, industry-sponsored scientific and educational activities, andpromotional activities involving the Internet. Failure to comply with FDA and other governmental regulations can result in fines, unanticipated compliance expenditures, recall or seizure ofproducts, total or partial suspension of production and/or distribution, suspension of the FDA’s review of NDAs or BLAs, injunctions and criminalprosecution. Any of these actions could have a material adverse effect on us. Some of our cancer and vaccine product candidates may involve biological products, which are subject to regulation under the PHSA. In addition tothe FDA requirements, the NIH has established guidelines for research involving human genetic materials, including recombinant DNA molecules. The FDAcooperates in the enforcement of these guidelines, which apply to all recombinant DNA research that is conducted at facilities supported by the NIH,including proposals to conduct clinical research involving gene therapies. The NIH review of clinical trial proposals and safety information is a publicprocess and often involves review and approval by the Recombinant DNA Advisory Committee, or RAC, of the NIH. Some of our cancer and vaccine productcandidates may be subject to NIH RAC review. The results of product development, preclinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests,proposed labeling and other relevant information are submitted to the FDA in the form of a BLA, requesting approval to market the product for one or morespecified indications. The submission of a BLA is subject to the payment of substantial user fees. Once the FDA receives an NDA or BLA, it has 60 days to review the application to determine if it is substantially complete and the data is readable,before it accepts the NDA or BLA for filing. Once the submission is accepted for filing, the FDA begins an in-depth review of the submission to determine,among other things, whether the proposed product is safe and effective for its intended use, and whether the product is being manufactured in accordancewith cGMP to assure and preserve the product’s identity, strength, quality and purity. Under the goals and policies agreed to by the FDA under PDUFA, the FDA agrees to specific goals for NDA review time through a two-tieredclassification system, Priority Review and Standard Review. A Priority Review designation is given to drugs that offer major advances in treatment, orprovide a treatment where no adequate therapy exists. For a Priority Review application, the FDA aims to complete the initial review cycle for New MolecularEntities, or NMEs, within six months of the 60 day filing date, and for non-NMEs within six months of the date of receipt. Standard Review applies to allapplications that are not eligible for Priority Review. The FDA aims to complete Standard Review NDAs for NMEs within ten months of the 60 day filingdate, and for Non-NMEs within ten months of the date of receipt. Such dates are often referred to as the PDUFA dates. The FDA does not always meet itsPDUFA dates for either Standard Reviews or Priority Reviews of NDAs or BLAs. The review process and the PDUFA date may be extended by three months ifthe FDA requests or the sponsor otherwise provides additional information or clarification regarding information already provided in the submission withinthe last three months before the PDUFA date. In addition, the FDA’s review processes can extend beyond, and in some cases significantly beyond, anticipatedcompletion dates due to FDA requests for additional information or clarification, difficulties scheduling an advisory committee meeting, negotiationsregarding any required risk evaluation and mitigation strategies, FDA workload issues or other reasons. The FDA may refer the application to an advisorycommittee for review, evaluation and recommendation as to the application’s approval. The amount of time taken for the approval process is a function of anumber of variables, including whether the product has received priority review, the quality of the submission and studies presented, the potentialcontribution that the compound will make in improving the treatment of the disease in question, and the workload at the FDA. The FDA may, during its review of a NDA or BLA, ask for additional test data or the conducting of additional clinical trials. If the FDA does ultimatelyapprove the product, it may require post-marketing testing to monitor the safety and effectiveness of the product. In addition, the FDA may in somecircumstances impose restrictions on the use of the product, which may be difficult and expensive to administer and may require prior approval ofpromotional materials. Prior to regulatory approval, the FDA may elect to obtain advice from outside experts regarding scientific issues and/or marketing applications underFDA review. These outside experts are convened through the FDA’s Advisory Committee process. An Advisory Committee will report to the FDA and makerecommendations. Views of the Advisory Committee may differ from those of the FDA, and the FDA is not bound by the recommendations of an AdvisoryCommittee. Before approving an NDA or BLA, the FDA can inspect the facilities at which the product is manufactured. The FDA will not approve the submissionunless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent productionof the product within required specifications. Additionally, before approving an NDA or BLA, the FDA will typically inspect one or more clinical sites toassure that the clinical studies were conducted in compliance with GCP requirements. If the FDA determines that the processes and procedures used are notacceptable, it will outline the deficiencies in the submission and often will request additional clinical testing or information before an NDA or BLA can beapproved. The FDA may also inspect one or more of the preclinical toxicology research sites to assure that the preclinical studies were conducted incompliance with GLP requirements. If the FDA determines that the studies were not performed in compliance with applicable GLP rules and regulations, theFDA may request additional preclinical testing or information before an NDA or BLA can be approved. 9  The FDA will issue a complete response letter if the agency decides not to approve the NDA or BLA. The complete response letter describes all of thespecific deficiencies in the submission identified by the FDA. The deficiencies identified may be minor, for example, requiring labeling changes, or major, forexample, requiring additional clinical trials. Additionally, the complete response letter may include recommended actions that the applicant might take toplace the application in a condition for approval. If a complete response letter is issued, the applicant may either resubmit the NDA or BLA, addressing all ofthe deficiencies identified in the letter, or withdraw the application. If a product receives regulatory approval, the approval may be significantly limited to specific diseases and dosages or the indications for use mayotherwise be limited, which could restrict the commercial value of the product. Further, the FDA may require that certain contraindications, warnings orprecautions be included in the product labeling. In addition, the FDA may require post marketing studies, sometimes referred to as Phase 4 testing, whichinvolves clinical trials designed to further assess drug safety and effectiveness and may require testing and surveillance programs to monitor the safety ofapproved products that have been commercialized. After approval, certain changes to the approved drug or biologic, such as adding new indications,manufacturing changes or additional labeling claims, are subject to further FDA review and approval. Depending on the nature of the change proposed, anNDA or BLA supplement must be filed and approved before the change may be implemented. For many proposed post-approval changes to an NDA or BLA,the FDA has up to 180 days to review the application. As with new NDAs or BLAs, the review process is often significantly extended by FDA requests foradditional information or clarification. Following receipt of regulatory approval, any products that we market continue to be subject to extensive regulation including, among other things,record-keeping requirements, reporting of adverse experiences with the product, providing the FDA with updated safety and efficacy information, productstorage, sampling and distribution requirements, complying with certain electronic records and signature requirements, complying with FDA promotion andadvertising requirements, which include, among others, restrictions on direct-to-consumer advertising, promoting biologics for uses or in patient populationsthat are not described in the product’s approved labeling, known as “off-label use, and requirements relating to industry-sponsored scientific and educationalactivities and promotional activities involving the internet. These regulations impact many aspects of our operations, including the manufacture, labeling,packaging, adverse event reporting, storage, distribution, advertising, promotion and record keeping related to the products. The FDA also frequentlyrequires post-marketing testing and surveillance to monitor the effects of approved products or places conditions on any approvals that could restrict thecommercial applications of these products. If we fail to comply with applicable regulatory requirements, we may be subject to fines, suspension or withdrawalof regulatory approvals, product recalls, seizure of products, disgorgement of money, operating restrictions and criminal prosecution. In addition to FDA restrictions on marketing of pharmaceutical products, several other types of state and federal laws have been applied to restrictcertain marketing practices in the pharmaceutical industry in recent years. These laws include anti-kickback statutes and false claims statutes. The federalhealthcare program anti-kickback statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration toinduce or in return for purchasing, leasing, ordering or arranging for the purchase, lease or order of any healthcare item or service reimbursable underMedicare, Medicaid or other federally financed healthcare programs. This statute has been interpreted to apply to arrangements between pharmaceuticalmanufacturers on the one hand and prescribers, purchasers and formulary managers on the other. Violations of the anti-kickback statute are punishable byimprisonment, criminal fines, civil monetary penalties and exclusion from participation in federal healthcare programs. Although there are a number ofstatutory exemptions and regulatory safe harbors protecting certain common activities from prosecution or other regulatory sanctions, the exemptions andsafe harbors are drawn narrowly, and practices that involve remuneration intended to induce prescribing, purchases or recommendations may be subject toscrutiny if they do not qualify for an exemption or safe harbor. If one or more of our products are approved by the FDA and we commence marketingoperations, our practices may not in all cases meet all of the criteria for safe harbor protection from anti-kickback liability. Federal false claims laws prohibit any person from knowingly presenting, or causing to be presented, a false claim for payment to the federalgovernment, or knowingly making, or causing to be made, a false statement to have a false claim paid. Several pharmaceutical and other healthcarecompanies have been prosecuted under these laws for allegedly inflating drug prices they report to pricing services, which in turn are used by the governmentto set Medicare and Medicaid reimbursement rates, and for allegedly providing free product to customers with the expectation that the customers would billfederal programs for the product. In addition, certain marketing practices, including off-label promotion, may also violate false claims laws. The majority ofstates also have statutes or regulations similar to the federal anti-kickback law and false claims laws, which apply to items and services reimbursed underMedicaid and other state programs, or, in several states, apply regardless of the payor. Sanctions under these federal and state laws may include civilmonetary penalties, exclusion of a manufacturer’s products from reimbursement under government programs, criminal fines and imprisonment. 10  The Patient Protection and Affordable Care Act, or PPACA, enacted in 2010, imposes new reporting and disclosure requirements for pharmaceutical anddevice manufacturers with regard to payments or other transfers of value made to physicians and teaching hospitals. In addition, pharmaceutical and devicemanufacturers will also be required to report and disclose investment interests held by physicians and their immediate family members during the precedingcalendar year. Failure to submit required information may result in civil monetary penalties for payments, transfers of value or ownership or investmentinterests not reported in an annual submission. The reforms imposed by the PPACA will significantly impact the pharmaceutical industry; however, the fulleffects of the new law cannot be known until these provisions are implemented. In addition, although the PPACA was recently upheld by the U.S. SupremeCourt, it is possible that the PPACA may be modified or repealed in the future. If not preempted by this federal law, several states require pharmaceutical companies to report expenses relating to the marketing and promotion ofpharmaceutical products and to report gifts and payments to individual physicians in the states. Other states prohibit providing various other marketingrelated activities. Still other states require the posting of information relating to clinical studies and their outcomes. In addition, certain states requirepharmaceutical companies to implement compliance programs or marketing codes. Currently, several additional states are considering similar proposals.Compliance with these laws is difficult and time consuming, and companies that do not comply with these state laws face civil penalties. Because of thebreadth of these laws and the narrowness of the safe harbors, once we commence marketing products it is possible that some of our business activities couldbe subject to challenge under one or more of such laws. Such a challenge could have a material adverse effect on our business, financial condition, results ofoperations and growth prospects. In addition, as part of the sales and marketing process, pharmaceutical companies frequently provide samples of approved drugs to physicians. Thispractice is regulated by the FDA and other governmental authorities, including, in particular, requirements concerning record keeping and controlprocedures. Any failure to comply with the regulations may result in significant criminal and civil penalties as well as damage to our credibility in themarketplace. The FDA closely regulates the post-approval marketing and promotion of drugs. While physicians may choose to prescribe drugs for uses that are notdescribed in the product’s labeling and for uses that differ from those tested in clinical studies and approved by the regulatory authorities, our ability topromote the products is limited to those indications that are specifically approved by the FDA. These “off-label” uses are not unusual across certain medicalspecialties and may constitute an appropriate treatment for many patients in varied circumstances. Regulatory authorities in the U.S. generally do notregulate the behavior of physicians in their choice of treatments. Regulatory authorities do, however, restrict communications by pharmaceutical companieson the subject of off-label use. If our promotional activities fail to comply with these regulations or guidelines, we may be subject to warnings from, orenforcement action by, these authorities. In addition, our failure to follow FDA rules and guidelines relating to promotion and advertising may cause the FDAto delay its approval or refuse to approve a product, suspend or withdraw of an approved product from the market, and could result in other consequencessuch as recalls, fines, disgorgement of money, operating restrictions, injunctions, civil or criminal prosecution or penalties, or other possible legal orregulatory actions, such as warning letters, suspension of manufacturing, seizure of product, mandated corrective advertising or communications withhealthcare professionals, or criminal penalties or other negative consequences, including adverse publicity. Any of these consequences could harm ourbusiness. We will rely, and expect to continue to rely, on third-parties for the production of clinical and commercial quantities of our products. Our collaboratorsmay also utilize third-parties for some or all of a product we are developing with such collaborator. Manufacturers are required to comply with applicableFDA manufacturing requirements contained in the FDA’s cGMP regulations. cGMP regulations require among other things, quality control and qualityassurance as well as the corresponding maintenance of records and documentation. Drug manufacturers and other entities involved in the manufacture anddistribution of approved biologics are required to register their establishments with the FDA and certain state agencies and are subject to periodic inspectionsby the FDA and certain state agencies for compliance with cGMP and other laws. Accordingly, manufacturers must continue to expend time, money and effortin the area of production and quality control to maintain cGMP compliance. Section 505(b)(2) New Drug Applications Most drug products obtain FDA marketing approval pursuant to a Section 505(b)(1) NDA filing or an Abbreviated NDA, or ANDA. An alternative is aspecial type of NDA, commonly referred to as a Section 505(b)(2) NDA, which enables the applicant to rely, in part, on the FDA’s findings of safety andefficacy of an existing product, or published literature, in support of its application. Section 505(b)(2) NDAs often provide an alternate path to FDA approvalfor new or improved formulations or new uses of previously approved products. Section 505(b)(2) permits the filing of an NDA where at least some of theinformation required for approval comes from studies not conducted by or for the applicant and for which the applicant has not obtained a right of reference.The applicant may rely upon the FDA’s findings with respect to certain pre-clinical or clinical studies conducted for an approved product. The FDA may alsorequire companies to perform additional studies or measurements to support the change from the approved product. The FDA may then approve the newproduct candidate for all or some of the label indications for which the referenced product has been approved, as well as for any new indication sought by theSection 505(b)(2) applicant. 11  In seeking approval for a drug through an NDA, applicants are required to list with the FDA each patent whose claims cover the applicant’s product or amethod of using the product. Upon approval of a drug, each of the patents listed in the application for the drug is then published in the FDA’s Approved DrugProducts with Therapeutic Equivalence Evaluations, commonly known as the Orange Book. For some drugs, the FDA may require risk evaluation andmitigation strategies, or REMS, which could include medication guides, physician communication plans, or restrictions on distribution and use, such aslimitations on who may prescribe the drug or where it may be dispensed or administered. To the extent that a Section 505(b)(2) NDA relies on clinical trials conducted for a previously approved drug product or the FDA’s prior findings ofsafety and effectiveness for a previously approved drug product, the Section 505(b)(2) applicant must submit patent certifications in its Section 505(b)(2)application with respect to any patents for the previously approved product on which the applicant’s application relies that are listed in the Orange Book.Specifically, the applicant must certify for each listed patent that, in relevant part, (1) the required patent information has not been filed; (2) the listed patenthas expired; (3) the listed patent has not expired, but will expire on a particular date and approval is not sought until after patent expiration; or (4) the listedpatent is invalid, unenforceable or will not be infringed by the proposed new product. A certification that the new product will not infringe the previouslyapproved product’s listed patent or that such patent is invalid or unenforceable is known as a Paragraph IV certification. If the applicant does not challengeone or more listed patents through a Paragraph IV certification, the FDA will not approve the Section 505(b)(2) NDA application until all the listed patentsclaiming the referenced product have expired. Further, the FDA will also not approve, as applicable, a Section 505(b)(2) NDA application until any non-patent exclusivity, such as, for example, five-year exclusivity for obtaining approval of a new chemical entity, three year exclusivity for an approval based onnew clinical trials, or pediatric exclusivity, listed in the Orange Book for the referenced product, has expired. If the Section 505(b)(2) NDA applicant has provided a Paragraph IV certification to the FDA, the applicant must also send notice of the Paragraph IVcertification to the owner of the referenced NDA for the previously approved product and relevant patent holders within 20 days after the Section 505(b)(2)NDA has been accepted for filing by the FDA. The NDA and patent holders may then initiate a patent infringement suit against the Section 505(b)(2)applicant. Under the FDCA, the filing of a patent infringement lawsuit within 45 days of receipt of the notification regarding a Paragraph IV certificationautomatically prevents the FDA from approving the Section 505(b)(2) NDA until the earliest to occur of 30 months beginning on the date the patent holderreceives notice, expiration of the patent, settlement of the lawsuit, or until a court deems the patent unenforceable, invalid or not infringed. Even if a patentinfringement claim is not brought within the 45-day period, a patent infringement claim may be brought under traditional patent law, but it does not invokethe 30-month stay. Moreover, in cases where a Section 505(b)(2) application containing a Paragraph IV certification is submitted after the fourth year of apreviously approved drug’s five year exclusivity period and the patent holder brings suit within 45 days of notice of certification, the 30-month period isautomatically extended to prevent approval of the Section 505(b)(2) application until the date that is seven and one-half years after approval of thepreviously approved reference product. The court also has the ability to shorten or lengthen either the 30 month or the seven and one-half year period ifeither party is found not to be reasonably cooperating in expediting the litigation. As a result, we may invest a significant amount of time and expense in the development of a product and our Section 505(b)(2) applications only to besubject to significant delay and patent litigation before our product may be commercialized. Alternatively, if the prior NDA applicant or relevant patentholder does not file a patent infringement lawsuit within the specified 45-day period, the FDA may approve the Section 505(b)(2) application at any time,assuming the application is otherwise approvable. Notwithstanding the approval of many products by the FDA pursuant to Section 505(b)(2), over the last few years, some pharmaceutical companies andothers have objected to the FDA’s interpretation of Section 505(b)(2). If the FDA changes its interpretation of Section 505(b)(2), or if the FDA’s interpretationis successfully challenged in court, this could delay or even prevent the FDA from approving any Section 505(b)(2) NDA that we submit. We intend to pursue a Section 505(b)(2) regulatory filing in connection with our Epinephrine PFS product, APC-1000, APC-2000, and APC-5000 DPIproducts and product candidates. Accordingly, if we rely in our regulatory filing on clinical trials conducted, or the FDA’s prior findings of safety andeffectiveness, for a previously approved drug product that involves patents referenced in the Orange Book, then we will need to make the patent certificationsor the Paragraph IV certification described above. If we make a Paragraph IV certification and the holder of the previously approved product that wereferenced in our application initiates patent litigation within the time periods described above, then we will be subject to the risks of patent litigation, withthe accompanying delay described above and potentially material expense of patent litigation, before we could commercially market our product. In addition, even if we submit a 505(b)(2) application, such as we have submitted for the Epinephrine PFS product and as we may submit for otherfuture products, that relies on clinical trials conducted for a previously approved product where there are no patents for such other product with respect towhich we have to provide certifications, we are subject to the risk that the FDA could disagree with our reliance on the particular previously approvedproduct that we chose to rely on, conclude that such previously approved product is not an acceptable reference product, and require us instead to referenceanother previously approved product that involves patents referenced in the Orange Book, requiring us to make the certifications described above andsubjecting us to the risks of delay and expense described above. 12  Abbreviated New Drug Applications In contrast to the kind of clinical trial and other data that is required for an NDA submitted pursuant to Section 505(b)(1) of the FDCA, an AbbreviatedNew Drug Application, or ANDA, contains data that, when submitted to the FDA pursuant to Section 505(j) of the FDCA, provides for the review and ultimateapproval of a product commonly referred to as a “generic equivalent” or a “generic” drug product. These kinds of drug applications are called “abbreviated”because ANDA applicants are generally not required to conduct or submit preclinical (animal) and clinical (human) data to establish safety and effectivenessof their product, other than the requirement for bioequivalence testing. Instead, a generic applicant must scientifically demonstrate that its product isbioequivalent, that is, that the product performs in the same manner as the listed drug. For locally acting inhaled products, we believe that demonstration ofbioequivalency in most cases will require human clinical studies that demonstrate that the generic product performs in the same manner as the listed drug. AnANDA provides for marketing of a drug product that has the same active ingredients in the same strengths and dosage form as the listed drug and has beenshown through bioequivalence testing to be therapeutically equivalent to the listed drug. Drugs approved in this way are commonly referred to as “genericequivalents” to the listed drug, and can often be substituted by pharmacists under prescriptions written for the original listed drug. In seeking approval for a drug through an NDA, applicants are required to list with the FDA each patent with claims that cover the applicant’s product.Upon approval of a drug, each of the patents listed in the application for the drug is then published in the Orange Book. Drugs listed in the Orange Book can,in turn, be cited by potential competitors in support of approval of an ANDA. The ANDA applicant is required to certify to the FDA concerning any patentslisted for the approved product in the FDA’s Orange Book, in a manner generally similar to the certifications that are required in connection with Section505(b)(2) regulatory filings as described above. As with Section 505(b)(2) regulatory filings, if the applicant does not challenge the listed patents, the ANDAapplication will not be approved until all the listed patents claiming the referenced product have expired. If the ANDA applicant has provided a Paragraph IV certification to the FDA, then the procedures described above in connection with Section 505(b)(2)regulatory filings also apply, and the risks of the patent holder initiating a patent infringement lawsuit as described above also apply. The ANDA applicationalso will not be approved until any non-patent exclusivity, such as exclusivity for obtaining approval of a new chemical entity, listed in the Orange Book forthe referenced product has expired. Federal law provides a period of five years following approval of a drug containing no previously approved activeingredients, during which ANDAs for generic versions of those drugs cannot be submitted unless the submission contains a Paragraph IV challenge to a listedpatent, in which case the submission may be made four years following the original product approval. Federal law provides for a period of three years ofexclusivity following approval of a listed drug that contains previously approved active ingredients, but is approved in a new dosage form, route ofadministration or combination, or for a new use, the approval of which was required to be supported by new clinical trials conducted by or for the sponsor,during which FDA cannot grant effective approval of an ANDA based on that listed drug. Regulation Outside the United States If we market our products in foreign countries, we also will be subject to foreign regulatory requirements governing human clinical trials and marketingapproval for pharmaceutical products. The requirements governing the conduct of clinical trials, product approval, pricing and reimbursement vary widelyfrom country to country. Whether or not FDA approval has been obtained, approval of a product by the comparable regulatory authorities of foreign countriesmust be obtained before manufacturing or marketing the product in those countries. The approval process varies from country to country and the timerequired for such approvals may differ substantially from that required for FDA approval. There is no assurance that any future FDA approval of any of ourclinical trials or drugs will result in similar foreign approvals or vice versa. Additional Regulation Third-Party Reimbursement In the United States, physicians, hospitals and other healthcare providers that purchase pharmaceutical products generally rely on third-party payors,principally private health insurance plans, Medicare and, to a lesser extent, Medicaid, to reimburse all or part of the cost of the product and procedure forwhich the product is being used. Even if a product is approved for marketing by the FDA, there is no assurance that third-party payors will cover the cost ofthe product and related medical procedures. If they do not, end-users of the drug would not be eligible for any reimbursement of the cost, and our ability tosuccessfully market any such drug would be materially and adversely impacted. Reimbursement systems in international markets vary significantly by country and, within some countries, by region. Reimbursement approvals mustbe obtained on a country-by-country basis. In many foreign markets, including markets in which we hope to sell our products, the pricing of prescriptionpharmaceuticals is subject to government pricing control. In these markets, once marketing approval is received, pricing negotiations could take significantadditional time. As in the United States, the lack of satisfactory reimbursement or inadequate government pricing of any of our products would limit theirwidespread use and lower potential product revenues. 13  Fraud and Abuse Laws Federal and state anti-kickback and anti-fraud and abuse laws, as well as the federal Civil False Claims Act may apply to certain drug and deviceresearch and marketing practices. The Civil False Claims Act prohibits knowingly presenting or causing to be presented a false, fictitious or fraudulent claimfor payment to the United States. Actions under the Civil False Claims Act may be brought by the Attorney General or by a private individual acting as aninformer or whistleblower in the name of the government. Violations of the Civil False Claims Act can result in significant monetary penalties. The federalgovernment is using the Civil False Claims Act, and the threat of significant liability, in its investigations of healthcare providers, suppliers and drug anddevice manufacturers throughout the country for a wide variety of drug and device marketing and research practices, and has obtained multi-million dollarsettlements. The federal government may continue to devote substantial resources toward investigating healthcare providers’, suppliers’ and drug and devicemanufacturers’ compliance with the Civil False Claims Act and other fraud and abuse laws. We may have to expend significant financial resources andmanagement attention if we ever become the focus of such an investigation, even if we are not guilty of any wrong doings. HIPAA We may be subject to data privacy and security regulation by both the federal government and the states in which we conduct our business. The HealthInsurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act,or HITECH, and its implementing regulations, addresses the privacy and transmission of individually identifiable health information and, among otherthings, requires the use of standard transactions, privacy and security standards and other administrative simplification provisions, by covered entities whichinclude many healthcare providers, health plans and healthcare clearinghouses. HIPAA instructs the Secretary of the Department of Health and HumanServices to promulgate regulations implementing these standards in the United States. HITECH makes HIPAA’s privacy and security standards directlyapplicable to business associates, such as independent contractors or agents of covered entities, that receive or obtain protected health information inconnection with providing a service on behalf of a covered entity. Material monetary penalties and other remedies can result from violation of these laws andregulations. In addition, many state laws also address the privacy and security of health information, and many of these laws differ from each other insignificant ways, thus complicating compliance efforts. Other Laws We are also subject to other federal, state and local laws of general applicability, such as laws regulating working conditions, and various federal, stateand local environmental protection laws and regulations, including laws such as the Occupational Safety and Health Act, the Environmental Protection Act,the Toxic Substances Control Act, the Resource Conservation and Recovery Act and other similar federal and state laws regarding, among other things,occupational safety, the use and handling of radioisotopes, environmental protection and hazardous substance control. Although we believe that we havecomplied with these laws and regulations in all material respects and have not been required to take any action to correct any noncompliance, there can be noassurance that we will not be required to incur significant costs to comply with environmental and health and safety regulations in the future. Our researchand development activities may involve the controlled use of hazardous materials, including chemicals that cause cancer, volatile solvents, radioactivematerials and biological materials that have the potential to transmit disease, and our operations may produce hazardous waste products. If we fail to complywith these laws and regulations we could be subjected to criminal sanctions and substantial financial liability or be required to suspend or modify ouroperations. Although we believe that our safety procedures for handling and disposing of these materials comply in all material respects with legallyprescribed standards, we cannot completely eliminate the risk of accidental contamination or injury from these materials. In the event of contamination orinjury, we could be held liable for damages or penalized with fines in an amount exceeding our resources. License Agreements Agreement Relating to APC-5000 DPI On August 1, 2013, we entered into an agreement with 3M Company to exclusively license and, upon final payment acquire, assets relating to 3MCompany’s patented Taper dry powder inhaler, or DPI, technology under development by 3M for the treatment of asthma and COPD. Pursuant to theagreement, we made an initial payment of $3.0 million to 3M and acquired an exclusive license to the assets for all indications in the dry powder inhalationfield through December 31, 2013, and on December 27, 2013, we made a final payment to 3M of $7.0 million and the assets were transferred to us, withAdamis granting back to 3M a license to the intellectual property assets outside of the dry powder inhalation field. The intellectual property includes patents,patent applications and other intellectual property relating to the assets. The agreement includes certain other customary provisions, includingrepresentations and warranties, warranty disclaimers and indemnification provisions. We intend to utilize the assets initially to develop a pre-metered inhalerdevice, referred to as APC-5000 DPI, for the treatment of asthma and COPD to deliver the same active ingredients as GlaxoSmithKline’s Advair Diskus. 14  The design of the APC-5000 DPI uses proprietary 3M technology to store the active pharmaceutical ingredients on a microstructured carrier tape. Underthe agreement, 3M and Adamis have agreed to work in good faith to negotiate and enter into a separate supply agreement providing for the supply of thedrug delivery tape to be used with the product. License Agreements Relating to APC-100, APC-200 and APC-300 Pursuant to an agreement entered into in February 2010, a privately held company assigned to us all of its rights under exclusive license agreementsrelating to the APC-100, APC-200 and APC-300 product candidates, in return for consideration consisting of shares of our common stock. Under the licenseagreement, Wisconsin Alumni Research Foundation, or WARF, is the licensor of the patents, patent applications and related intellectual property relating tothe compounds. Under each separate agreement, WARF grants to us, as the licensee, an exclusive license, with rights of sublicense, under the patents andpatent applications identified in the agreement, for the fields of human nutraceuticals, preventatives, therapeutics and diagnostics and for all territoriesworldwide that are covered by any of the licensed patents. The license agreements include milestones that we, as the licensee, agree to meet by certain dates, relating to obtaining cumulative funding by certaindates, the filing of an IND relating to a covered product, enrollment of a first patient under a Phase II clinical trial by certain dates, and filing of an NDA withthe FDA relating to a covered product by certain dates. WARF has the right to terminate the license agreement with advance notice if we fail to meet any ofthe funding milestones or commercialization milestones. Under each agreement, we agree to pay WARF a milestone payment of $25,000 upon the filing ofthe first IND or comparable regulatory filing for a covered product, and additional payments upon the achievement of the additional milestones, aggregatingapproximately $600,000. Under all of the agreements, we agree to pay product royalties to WARF based on net sales of covered products, at a rate of 5% of net sales. Theagreements include customary stacking provisions providing for a reduction in royalties if we become obligated to pay royalties to other third parties onsales of covered products, but in all events the rate will be not less than 2.5% of net sales. In addition, if we receive any fees or other payments inconsideration for any rights granted under a sublicense, and the fees or payments are not based directly on the amount or value of products sold by thesublicensee or provided as reimbursement for research and development costs incurred by us, then we are obligated to pay to WARF a percentage of suchpayments, ranging from 10% to 40% depending on what the stage of regulatory approval and clinical trial development at the time the payments arereceived. Each agreement provides that we will reimburse WARF for legal fees and other costs incurred in filing, prosecuting and maintaining the licensedpatents during the term of the agreement. These amounts will accrue for a period of four years after the date of the agreement, after which time the accruedamounts will be paid in four annual installments. The term of each agreement continues until the date that none of the licensed patents under the agreement remains an enforceable patent. We mayterminate the agreement at any time with 90 days prior notice to WARF. WARF may terminate the agreement if the date of first commercial sale of a coveredproduct does not occur by December 31, 2020 under the APC-100 and APC-200 agreements and December 31, 2021 under the APC-300 agreement. WARFmay also terminate the agreement following our failure to meet a funding or commercialization milestone, or if we fail to pay amounts when due or deliver adevelopment report or commits a material breach of the agreement and fail to cure the default within 90 days. Telomerase Vaccine Technology Our telomerase vaccine technology was licensed pursuant to exclusive license agreements entered into in April 2011 with the Regents of the Universityof California and the Dana-Farber Cancer Institute, Inc. Pursuant to the agreement with the University of California, we acquired a license to certain patentsand related intellectual property rights relating to a telomerase-based cancer vaccine technology. We licensed a complementary patent based on technologyfrom the Dana-Farber Cancer Institute, Inc. Under the terms of the license agreement, we licensed the patents and related intellectual property for a field thatincludes therapeutic and preventive cancer vaccines in humans, and for a territory that includes the United States. The term of the license extends through theexpiration date of the longest-lived patent rights covered by the agreement. Under the agreement, we paid to the universities a small upfront license issue feein connection with the execution of the license agreement. We will pay the universities a small annual maintenance fee on the first three anniversaries of thedate of the agreement, increasing in an immaterial amount thereafter, until we or a permitted sublicensee is commercially selling a licensed product. For the first indication of a licensed product, we will make payments upon reaching specified milestones in clinical development and obtaining U.S.regulatory approval for a licensed product, potentially aggregating approximately $1.87 million if all milestone payments are made, including obtaining U.S.regulatory approval for a licensed product. Similar payments apply to the second indication of a licensed product. The agreement also provides that we willpay the universities royalties, in the low single digits, payable on net sales of licensed products. The agreement includes customary provisions for adjustingthe royalty rate in the case of a combination product that includes a licensed product and other products or product components. The agreement includescustomary royalty stacking provisions providing for a reduction in the royalty rate if we are required to pay royalties to other third parties to acquire patentrights necessary to make, use or sell licensed products, up to one-half of the amounts otherwise due to the universities. 15  If we enter into sublicenses of the licensed technology, then a portion of the sublicense fees received by us from the sublicensee is payable to theuniversities, with the exact percentage depending on the time during the product development, clinical trials and regulatory approval process that thesublicense is entered into. If we receive product royalty payments from sublicensees, we are obligated to pay a percentage of those fees to the universities,with the exact percentage depending on the status of product development and commercialization. Following commercial sales of a licensed product, theagreement provides for minimum annual royalties to the universities, with an increased amount starting with the third full year of sales. We are responsible forpayment of patent costs relating to the licensed patents, including patent costs previously incurred by the universities. In the agreement, we agree todiligently proceed with the development, manufacture and sale of licensed products, and to satisfy certain development and regulatory submissionmilestones by certain dates. Failure to satisfy these obligations permits the universities to either terminate the license agreement or convert the license to anon-exclusive license. The universities may terminate the agreement if we fail to perform or violate any term of the agreement and do not cure the defaultwithin 60 days of notice. We may terminate the agreement upon 90 days’ notice to the universities. License Agreement Relating to Vaccine Technologies On July 28, 2006, for consideration consisting of shares of our common stock and a $55,000 initial license fee, we entered into a worldwide exclusivelicense agreement with Nevagen, LLC, an entity owned by Dr. Zanetti, to utilize technology held by Nevagen within the field of viral infectious agents. Thelicensed intellectual property includes the use of the technology known as “Transgenic Lymphocyte Technology” covered by certain U.S. and foreignpatents and patent applications. The license will terminate with the expiration of the U.S. patent for the intellectual property. For the first product, we will make payments upon reaching specified milestones in clinical development and submission of an application regulatoryapproval, potentially aggregating $900,000 if all milestone payments are made. As of the date of this Annual Report on Form 10-K, no milestones have beenachieved and no milestone payments have been made. The agreement also provides that we will pay Nevagen royalties, in the low single digits, payable onnet sales received by us of covered products. If additional technologies are required to be licensed to produce a functional product, the royalty rate will bereduced by the amount of the royalty paid to the other licensor, but not more than one-half the specified royalty rate. Royalties and incremental paymentswith respect to influenza will continue until reaching a cumulative total of $10.0 million. Adamis and Nevagen have the right to sublicense with written permission of the other party. In the event that Nevagen sublicenses or sells theimproved technology to a third party, then a portion of the total payments, to be decided by mutual agreement, will be due to us. If we sublicense theintellectual property for use in influenza to a third party, Nevagen will be paid a fixed percentage of all license fees, royalties, and milestone payments, inaddition to royalties due and payable based on net sales. If we grant a sublicense to another company for any indication in the field covered by the license agreement other than with respect to influenza,Nevagen will be paid a portion of all license fees, royalties and milestone payments, with the percentage declining over time based on the year in which thesublicense is granted. Certain incremental non-flu virus related sublicensing payments described in the license agreement are specifically excluded from theroyalty cap. All improvements of the intellectual property conceived of, or reduced to practice by us, or made jointly by us and Nevagen, will be owned solely byus. We granted Nevagen a royalty-free nonexclusive license to use any improvements made on the existing technology for research purposes only, but not forany commercial purposes of any kind. We have agreed to grant to Nevagen a royalty-free license for any improvement needed for the commercialization ofthe intellectual property for Nevagen’s use outside the field licensed to us. If Nevagen sublicenses or sells the improved technology to a third party, then aportion of the total payments, to be decided by mutual agreement, will be due to us. We also have the right of first offer to license certain related technologiesfrom Nevagen, if and when it becomes available. We have the right to terminate the agreement if it is determined that no viable product can come from the licensed technology. Upon such termination,we would be required to transfer and assign to Nevagen all filings, rights and other information in our control. We would retain the same royalty rights forlicense, or sublicense, agreements if the technology is later developed into a product. Either party may terminate the license agreement in the event of amaterial breach of the agreement by the other party that has not been cured or corrected within 90 days of notice of the breach. 16  Employees As of December 31, 2015, we had 15 full-time employees and one part-time employee. None of our employees is subject to a collective bargainingagreement or represented by a labor or trade union, and we believe that our relations with our employees are good. Corporate Background Adamis Pharmaceuticals Corporation was founded in June 2006 as a Delaware corporation. Effective April 1, 2009, the company formerly namedAdamis Pharmaceuticals Corporation, or Old Adamis, completed a business combination transaction with Cellegy Pharmaceuticals, Inc., or Cellegy. Beforethe merger, Cellegy was a public company and Old Adamis was a private company. In connection with the consummation of the merger and pursuant to theterms of the definitive merger agreement relating to the transaction, Cellegy was the surviving corporation in the merger and changed its name from CellegyPharmaceuticals, Inc. to Adamis Pharmaceuticals Corporation, and Old Adamis survived as a wholly-owned subsidiary and changed its corporate name toAdamis Corporation. We have two wholly-owned subsidiaries: Adamis Corporation and Biosyn, Inc., which has rights to the C31G product. Adamis Corporation has twowholly-owned subsidiaries: Adamis Viral Therapies, Inc., or Adamis Viral, which was formed to focus on our cancer and vaccine technologies; and AdamisLaboratories, Inc., or Adamis Labs, which was formed to focus on our allergy and respiratory products. Our principal executive offices are located at 11682 El Camino Real, Suite 300, San Diego, CA 92130, and our telephone number is (858) 997-2400.Our website address is: www.adamispharmaceuticals.com. We have included our website address as a factual reference and do not intend it to be an activelink to our website. ITEM 1A.RISK FACTORS You should consider carefully the following information about the risks described below, together with the other information contained in thisAnnual Report on Form 10-K and in our other public filings in evaluating our business. Our business, financial condition, results of operations and futureprospects could be materially and adversely affected by these risks if any of them actually occurs. In these circumstances, the market price of our commonstock would likely decline. The risks and uncertainties described below are not the only ones we face. Additional risks not currently known to us or otherfactors not perceived by us to present significant risks to our business at this time also may impair our business. Risks Related to Our Business, Industry and Financial Condition We may never commercialize any of our products or earn a profit. We have not received regulatory approval for any drugs or products. Since our fiscal 2010 year, we have not generated commercial revenue frommarketing or selling any drugs or other products. We currently have no revenue from product sales, have not generated any revenue from operations for thelast four fiscal years, and expect to incur substantial net losses for the foreseeable future to further develop and commercialize our product candidates andtechnologies. We may never be able to commercialize any of our product candidates or be able to generate revenue from products sales. Because of the risksand uncertainties associated with developing and commercializing our specialty pharmaceuticals, cancer and other product candidates, we are unable topredict when we may commercially introduce products, the extent of any future losses or when we will become profitable, if ever. We may never successfullycommercialize our product candidates, and our business may fail. Our auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain further financing. Our audited financial statements for the year ended December 31, 2015, were prepared under the assumption that we would continue our operations as agoing concern. Our independent registered public accounting firm has included a “going concern” explanatory paragraph in its report on our financialstatements for the year ended December 31, 2015, indicating that we have sustained substantial losses from continuing operations and have used, rather thanprovided, cash in our continuing operations, and that these factors raise substantial doubt about our ability to continue as a going concern. Uncertaintyconcerning our ability to continue as a going concern may hinder our ability to obtain future financing. Continued operations and our ability to continue asa going concern are dependent on our ability to obtain additional funding in the near future and thereafter, and there are no assurances that such funding willbe available at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may resultfrom the outcome of this uncertainty. Without additional funds from debt or equity financings, sales of assets, sales or out-licenses of intellectual property ortechnologies, or other transactions, we will exhaust our resources and will be unable to continue operations. If we cannot continue as a viable entity, ourstockholders would likely lose most or all of their investment in us. 17  We will require additional financing to continue as a going concern. We incurred a net loss of approximately $13.6 million for the year ended December 31, 2015, and a net loss of approximately $9.3 million for theTransition 2014 Period ended December 31, 2014. At December 31, 2015, we had cash and cash equivalents of approximately $4.0 million, no accountsreceivable and liabilities of approximately $2.7 million. In January 2016, we sold preferred stock and warrants in a private placement transaction that resultedin gross proceeds of approximately $5.0 million, excluding transaction costs, fees and expenses. The development of our business will require substantialadditional capital in the future to commercialize our Epinephrine PFS product, proceed with development of the APC-5000 DPI, APC-2000 and APC-1000products, and conduct research and development of other product candidates, as well as to fund our ongoing operations and satisfy our obligations andliabilities. We have historically relied upon sales of our equity or debt securities to fund our operations. We currently have no credit facility or committedsources of capital. Delays in obtaining funding could adversely affect our ability to develop and commercially introduce products and cause us to be unableto comply with our obligations under outstanding instruments. Our ability to obtain additional financing will be subject to a number of factors, including market conditions, our operating performance and investorsentiment. If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue thedevelopment or commercialization of one or more of our product candidates, restrict our operations or obtain funds by entering into agreements onunattractive terms, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we havebusiness relationships, at least until additional funding is obtained. If we do not have sufficient funds to continue operations, we could be required to seekbankruptcy protection or other alternatives that would likely result in our stockholders losing some or all of their investment in us. Statements in this Annual Report on Form 10-K concerning our future plans and operations are dependent on our ability to secure adequate funding andthe absence of unexpected delays or adverse developments. We may not be able to secure required funding. The statements contained in this Annual Report on Form 10-K concerning future events or developments or our future activities, such as concerningcurrent or planned clinical trials, anticipated research and development activities, anticipated dates for commencement of clinical trials, anticipatedcompletion dates of clinical trials, anticipated meetings with the FDA or other regulatory authorities concerning our product candidates, anticipated dates forsubmissions to obtain required regulatory marketing approvals, anticipated dates for commercial introduction of products, and other statements concerningour future operations and activities, are forward-looking statements that in each instance assume that we are able to obtain sufficient funding in the near termand thereafter to support such activities and continue our operations and planned activities in a timely manner. There can be no assurance that this will be thecase. Also, such statements assume that there are no significant unexpected developments or events that delay or prevent such activities from occurring.Failure to timely obtain sufficient funding, or unexpected developments or events, could delay the occurrence of such events or prevent the events describedin any such statements from occurring which could adversely affect our business, financial condition and results of operations. We have incurred losses since our inception, and we anticipate that we will continue to incur losses. We may never achieve or sustain profitability. We incurred net losses of approximately $13.6 million for the year ended year ended December 31, 2015, and a net loss of approximately $9.3 millionfor the nine-month Transition 2014 Period ended December 31, 2014. From inception through December 31, 2015, we have an accumulated deficit ofapproximately $69.0 million. These losses will increase as we continue our research and development activities, seek regulatory approvals for our productcandidates and commercialize any approved products. These losses will cause, among other things, our stockholders’ equity and working capital to decrease.Any future earnings and cash flow from operations of our business are dependent on our ability to further develop our products and on revenue andprofitability from sales of products. There can be no assurance that we will be able to generate sufficient product revenue to become profitable at all or on a sustained basis. Even if wegenerate revenue, we expect to have quarter-to-quarter fluctuations in revenue and expenses, some of which could be significant, due to research,development, clinical trial, marketing and manufacturing expenses and activities. If our product candidates fail in clinical trials or do not gain regulatoryapproval, or if our products do not achieve market acceptance, we may never become profitable. As we commercialize and market products, we will need toincur expenses for product marketing and brand awareness and conduct significant research, development, testing and regulatory compliance activities that,together with general and administrative expenses, could result in substantial operating losses for the foreseeable future. Even if we do achieve profitability,we may not be able to sustain or increase profitability on a quarterly or annual basis. 18  Our limited operating history may make it difficult to evaluate our business and our future viability. We are in the relatively early stage of operations and development of our current products and product candidates and have only a limited operatinghistory on which to base an evaluation of our business and prospects. Even if we successfully obtain additional funding, we are subject to the risks associatedwith early stage companies with a limited operating history, including: the need for additional financings; the uncertainty of research and developmentefforts resulting in successful commercial products, as well as the marketing and customer acceptance of such products; unexpected issues with the FDA orother federal or state regulatory authorities; regulatory setbacks and delays; competition from larger organizations; reliance on the proprietary technology ofothers; dependence on key personnel; uncertain patent protection; fluctuations in expenses; and dependence on corporate partners and collaborators. Anyfailure to successfully address these risks and uncertainties could seriously harm our business and prospects. We may not succeed given the technological,marketing, strategic and competitive challenges we will face. The likelihood of our success must be considered in light of the expenses, difficulties,complications, problems and delays frequently encountered in connection with the growth of a new business, the continuing development of new drugtechnology, and the competitive and regulatory environment in which we operate or may choose to operate in the future. Many of our potential products and technologies are in early stages of development. The development of new pharmaceutical products is a highly risky undertaking, and there can be no assurance that any future research anddevelopment efforts we might undertake will be successful. Our potential products in the cancer and viral fields will require extensive additional research anddevelopment before any commercial introduction, as will research and development work on our allergy and respiratory products. There can be no assurancethat any future research, development or clinical trial efforts will result in viable products or meet efficacy standards. Future clinical or preclinical results maybe negative or insufficient to allow us to successfully market our product candidates. Obtaining needed data and results may take longer than planned or maynot be obtained at all. Any such delays or setbacks could have a material adverse effect on our ability to achieve our financial goals. We rely on third parties to conduct our clinical trials. If these third parties do not successfully carry out their contractual duties or meet expecteddeadlines, we may be unable to obtain, or may experience delays in obtaining, regulatory approval, or may not be successful in commercializing ourplanned and future products. Like many companies our size, we do not have the ability to conduct preclinical or clinical studies for our product candidates without the assistance ofthird parties who conduct the studies on our behalf. These third parties are usually toxicology facilities and clinical research organizations, or CROs, thathave significant resources and experience in the conduct of pre-clinical and clinical studies. The toxicology facilities conduct the pre-clinical safety studiesas well as associated tasks connected with these studies. The CROs typically perform patient recruitment, project management, data management, statisticalanalysis, and other reporting functions. We intend to rely on third parties to conduct clinical trials of our product candidates and to use third party toxicologyfacilities and CROs for our pre-clinical and clinical studies. We may also rely on academic institutions or clinical research organizations to conduct,supervise or monitor some or all aspects of clinical trials involving our products. Our reliance on these third parties for development activities will reduce our control over these activities. If these third parties do not successfully carryout their contractual duties or obligations or meet expected deadlines, or if the quality or accuracy of the clinical data they obtain is compromised due to thefailure to adhere to our clinical protocols or for other reasons, we may be required to replace them, and our clinical trials may be extended, delayed orterminated. Although we believe there are a number of third-party contractors that we could engage to continue these activities, replacing a third-partycontractor may result in a delay of the affected trial. Delays in the commencement or completion of clinical testing of our product candidates could result in increased costs and delay our ability to generatesignificant revenues. The actual timing of commencement and completion of clinical trials can vary dramatically from our anticipated timing due to factors such as fundinglimitations, scheduling conflicts with participating clinicians and clinical institutions, and the rate of patient enrollment. Clinical trials involving ourproduct candidates may not commence or be completed as forecast. Delays in the commencement or completion of clinical testing could significantly impactour product development costs. We do not know whether current or planned clinical trials will begin on time or be completed on schedule, if at all. Thecommencement of clinical trials can be delayed for a variety of reasons, including delays in: ●obtaining required funding; ●obtaining regulatory approval to commence a clinical trial; ●reaching agreement on acceptable terms with prospective contract research organizations and clinical trial sites; ●obtaining sufficient quantities of clinical trial materials for product candidates; ●obtaining institutional review board approval to conduct a clinical trial at a prospective site; and ●recruiting participants for a clinical trial. 19  In addition, once a clinical trial has begun, it may be suspended or terminated by us or the FDA or other regulatory authorities due to a number offactors, including: ●failure to conduct the clinical trial in accordance with regulatory requirements; ●inspection of the clinical trial operations or clinical trial site by the FDA or other regulatory authorities resulting in the imposition of a clinicalhold; ●failure to achieve certain efficacy and/or safety standards; or ●lack of adequate funding to continue the clinical trial. Clinical trials require sufficient participant enrollment, which is a function of many factors, including the size of the target patient population, thenature of the trial protocol, the proximity of participants to clinical trial sites, the availability of effective treatments for the relevant disease, the eligibilitycriteria for our clinical trials and competing trials. Delays in enrollment can result in increased costs and longer development times. Our failure to enrollparticipants in our clinical trials could delay the completion of the clinical trials beyond current expectations. In addition, the FDA could require us toconduct clinical trials with a larger number of participants than we may project for any of our product candidates. As a result of these factors, we may not beable to enroll a sufficient number of participants in a timely or cost-effective manner. Furthermore, enrolled participants may drop out of clinical trials, which could impair the validity or statistical significance of the clinical trials. Anumber of factors can influence the discontinuation rate, including, but not limited to: the inclusion of a placebo in a trial; possible lack of effect of theproduct candidate being tested at one or more of the dose levels being tested; adverse side effects experienced, whether or not related to the productcandidate; and the availability of numerous alternative treatment options that may induce participants to withdraw from the trial. We may be required to suspend, repeat or terminate our clinical trials if the trials are not well designed, do not meet regulatory requirements or the resultsare negative or inconclusive, which may result in significant negative repercussions on business and financial condition. Before regulatory approval for a potential product can be obtained, we must undertake clinical testing on humans to demonstrate the tolerability andefficacy of the product. We cannot assure you that we will obtain authorization to permit product candidates that are in the preclinical development phase toenter the human clinical testing phase. In addition, we cannot assure you that any authorized preclinical or clinical testing will be completed successfullywithin any specified time period by us, or without significant additional resources or expertise to those originally expected to be necessary. We cannot assureyou that such testing will show potential products to be safe and efficacious or that any such product will be approved for a specific indication. Further, theresults from preclinical studies and early clinical trials may not be indicative of the results that will be obtained in later-stage clinical trials. In addition, we orregulatory authorities may suspend clinical trials at any time on the basis that the participants are being exposed to unacceptable health risks. We are subject to the risk of clinical trial and product liability lawsuits. The testing of human health care product candidates entails an inherent risk of allegations of clinical trial liability, while the marketing and sale ofapproved products entails an inherent risk of allegations of product liability and associated adverse publicity. We currently maintain liability insurancecoverage of $1,000,000. Such insurance is expensive, difficult to obtain and may not be available in the future on acceptable terms, or at all. As we conductadditional clinical trials and introduce products into the United States market, the risk of adverse events increases and our requirements for liability insurancecoverage are likely to increase. We are subject to the risk that substantial liability claims from the testing or marketing of pharmaceutical products could beasserted against us in the future. There can be no assurance that we will be able to obtain or maintain insurance on acceptable terms, particularly in overseaslocations, for clinical and commercial activities or that any insurance obtained will provide adequate protection against potential liabilities. An inability toobtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could inhibit our business. Moreover, our current and future coverages may not be adequate to protect us from all of the liabilities that we may incur. If losses from liability claimsexceed our insurance coverage, we may incur substantial liabilities that exceed our financial resources. In addition, a product or clinical trial liability actionagainst us would be expensive and time-consuming to defend, even if we ultimately prevailed. If we are required to pay a claim, we may not have sufficientfinancial resources and our business and results of operations may be harmed. A product liability claim brought against us in excess of our insurancecoverage, if any, could have a material adverse effect upon our business, financial condition and results of operations. 20  We do not have commercial-scale manufacturing capability, and we lack commercial manufacturing experience. We will likely rely on third parties tomanufacture and supply our product candidates. We do not own or operate manufacturing facilities for clinical or commercial production of product candidates. We do not have any experience in drugformulation or manufacturing, and we lack the resources and the capability to manufacture any of our product candidates on a clinical or commercial scale.Accordingly, we expect to depend on third-party contract manufacturers for the foreseeable future. Any performance failure on the part of our contractmanufacturers could delay clinical development, regulatory approval or commercialization of our current or future product candidates, depriving us ofpotential product revenue and resulting in additional losses. The manufacture of pharmaceutical products requires significant expertise and capital investment, including the development of advancedmanufacturing techniques and process controls. Manufacturers of pharmaceutical products often encounter difficulties in production, particularly in scalingup initial production. These problems can include difficulties with production costs and yields, quality control (including stability of the product candidate and qualityassurance testing), shortages of qualified personnel, and compliance with strictly enforced federal, state and foreign regulations. If our third-party contractmanufacturers were to encounter any of these difficulties or otherwise fail to comply with their obligations or under applicable regulations, our ability toprovide product candidates to patients in our clinical trials or commercially would be jeopardized. If we file an application for marketing approval of theproduct and the FDA grants marketing approval, any delay or interruption in the supply of product could delay the commercial launch of the product orimpair our ability to meet demand for the product. Difficulties in supplying products for clinical trials could increase the costs associated with our clinicaltrial programs and, depending upon the period of delay, require us to commence new trials or qualify new manufacturers at significant additional expense,possibly causing commercial delays or termination of the trials. Our products can only be manufactured in a facility that has undergone a satisfactory inspection by the FDA and other relevant regulatory authorities.For these reasons, we may not be able to replace manufacturing capacity for our products quickly if we or our contract manufacturer(s) were unable to usemanufacturing facilities as a result of a fire, natural disaster (including an earthquake), equipment failure, or other difficulty, or if such facilities were deemednot in compliance with the regulatory requirements and such non-compliance could not be rapidly rectified. An inability or reduced capacity to manufactureour products would have a material adverse effect on our business, financial condition, and results of operations. We are subject to substantial government regulation, which could materially adversely affect our business. If we do not receive regulatory approvals, wemay not be able to develop and commercialize our technologies. We need FDA approval to market our proposed Epinephrine PFS product and other products in the United States, and similar approvals from foreignregulatory authorities to market products outside the United States. The production and marketing of our products and potential products and our ongoingresearch and development, pre-clinical testing and clinical trial activities are subject to extensive regulation and review by numerous governmentalauthorities in the United States and will face similar regulation and review for overseas approval and sales from governmental authorities outside of theUnited States. The regulatory review and approval process, which may include evaluation of preclinical studies and clinical trials of our products, as well asthe evaluation of manufacturing processes and contract manufacturers’ facilities, is lengthy, expensive and uncertain. We have limited experience in filingand pursuing applications necessary to gain regulatory approvals. Many of the product candidates that we are currently developing must undergo rigorouspre-clinical and clinical testing and an extensive regulatory approval process before they can be marketed. This process makes it longer, more difficult andmore costly to bring our potential products to market, and we cannot guarantee that any of our potential products will be approved. Many products for whichFDA approval has been sought by other companies have never been approved for marketing. In addition to testing and approval procedures, extensiveregulations also govern marketing, manufacturing, distribution, labeling, and record-keeping procedures. If we or our collaboration partners do not complywith applicable regulatory requirements, such violations could result in non-approval, suspensions of regulatory approvals, civil penalties and criminal fines,product seizures and recalls, operating restrictions, injunctions, and criminal prosecution. Regulatory authorities generally have substantial discretion in the approval process and may either refuse to accept an application, or may decide afterreview of an application that the data submitted is insufficient to allow approval of the proposed product. If regulatory authorities do not accept or approveour applications, they may require that we conduct additional clinical, preclinical or manufacturing studies and submit that data before regulatory authoritieswill reconsider such application. We may need to expend substantial resources to conduct further studies to obtain data that regulatory authorities believe issufficient. Depending on the extent of these studies, approval of applications may be delayed by several years, or may require us to expend more resourcesthan we may have available. It is also possible that additional studies may not suffice to make applications approvable. If any of these outcomes occur, wemay be forced to abandon our applications for approval. 21  Failure to obtain FDA or other required regulatory approvals, or withdrawal of previous approvals, would adversely affect our business. Even ifregulatory approval of a product is granted, this approval may entail limitations on uses for which the product may be labeled and promoted, or may preventus from broadening the uses of products for different applications. Following regulatory approval of any of our drug candidates, we will be subject to ongoing regulatory obligations and restrictions, which may result insignificant expense and limit our ability to commercialize our potential products. With regard to our drug candidates, if any, approved by the FDA or by another regulatory authority, we are held to extensive regulatory requirementsover product manufacturing, labeling, packaging, adverse event reporting, storage, advertising, promotion and record keeping. Regulatory approvals mayalso be subject to significant limitations on the indicated uses or marketing of the drug candidates. Potentially costly follow-up or post-marketing clinicalstudies may be required as a condition of approval to further substantiate safety or efficacy, or to investigate specific issues of interest to the regulatoryauthority. Previously unknown problems with the drug candidate, including adverse events of unanticipated severity or frequency, may result in restrictionson the marketing of the drug, and could include withdrawal of the drug from the market. In addition, the law or regulatory policies governingpharmaceuticals may change. New statutory requirements may be enacted or additional regulations may be enacted that could prevent or delay regulatoryapproval of our drug candidates. We cannot predict the likelihood, nature or extent of adverse government regulation that may arise from future legislation oradministrative action, either in the United States or elsewhere. If we are not able to maintain regulatory compliance, we might not be permitted to market ourdrugs and our business could suffer. We intend to pursue Section 505(b)(2) regulatory approval filings with the FDA for our products where applicable. Such filings involve significant costs,and we may also encounter difficulties or delays in obtaining regulatory approval for our products. Similar difficulties or delays may also arise inconnection with any Abbreviated New Drug Applications that we may file. We submitted a Section 505(b)(2) NDA regulatory filing to the FDA in connection with our Epinephrine PFS product, and we intend to pursue Section505(b)(2) NDA filings with the FDA in connection with our APC-1000, APC-2000 and APC-5000 DPI products and product candidates. A Section 505(b)(2)NDA is a special type of NDA that enables the applicant to rely, in part, on the FDA’s findings of safety and efficacy of an existing previously approvedproduct, or published literature, in support of its application. Section 505(b)(2) NDAs often provide an alternate path to FDA approval for new or improvedformulations or new uses of previously approved products. Such filings involve significant filing costs, including filing fees. To the extent that a Section 505(b)(2) NDA relies on clinical trials conducted for a previously approved drug product or the FDA’s prior findings ofsafety and effectiveness for a previously approved drug product, the Section 505(b)(2) applicant must submit patent certifications in its Section 505(b)(2)application with respect to any patents for the previously approved product on which the applicant’s application relies and that are listed in the FDA’sApproved Drug Products with Therapeutic Equivalence Evaluations, commonly known as the Orange Book. Specifically, the applicant must certify for eachlisted patent that, in relevant part, (1) the required patent information has not been filed; (2) the listed patent has expired; (3) the listed patent has not expired,but will expire on a particular date and approval is not sought until after patent expiration; or (4) the listed patent is invalid, unenforceable or will not beinfringed by the proposed new product. A certification that the new product will not infringe the previously approved product’s listed patent or that suchpatent is invalid or unenforceable is known as a Paragraph IV certification. If the applicant does not challenge one or more listed patents through a ParagraphIV certification, the FDA will not approve the Section 505(b)(2) NDA application until all the listed patents claiming the referenced product have expired. If the Section 505(b)(2) NDA applicant has provided a Paragraph IV certification to the FDA, the applicant must also send notice of the Paragraph IVcertification to the owner of the referenced NDA for the previously approved product and relevant patent holders within 20 days after the Section 505(b)(2)NDA has been accepted for filing by the FDA. The NDA and patent holders may then initiate a patent infringement suit against the Section 505(b)(2)applicant. Under the FDCA, the filing of a patent infringement lawsuit within 45 days of receipt of the notification regarding a Paragraph IV certificationautomatically prevents the FDA from approving the Section 505(b)(2) NDA until the earliest to occur of 30 months beginning on the date the patent holderreceives notice, expiration of the patent, settlement of the lawsuit, or until a court deems the patent unenforceable, invalid or not infringed. If we rely in our Section 505(b)(2) regulatory filings on clinical trials conducted, or the FDA’s prior findings of safety and effectiveness, for a previouslyapproved drug product that involves patents referenced in the Orange Book, then we will need to make the patent certifications or the Paragraph IVcertification described above. If we make a Paragraph IV certification and the holder of the previously approved product that we referenced in our applicationinitiates patent litigation within the time periods described above, then any FDA approval of our 505(b)(2) application would be delayed until the earlier of30 months, resolution of the lawsuit, or the other events described above. Accordingly, our anticipated dates of a product that was subject to such litigationwould be delayed. In addition, we would incur the expenses, which could be material, involved with any such patent litigation. As a result, we may invest asignificant amount of time and expense in the development of our product only to be subject to significant delay and patent litigation before our productmay be commercialized, if at all. 22  In addition, even if we submit a Section 505(b)(2) application, such as we have submitted for the Epinephrine PFS product, and as we may submit forother future products, that relies on clinical trials conducted for a previously approved product where there are no patents referenced in the Orange Book forsuch other product with respect to which we have to provide certifications, we are subject to the risk that the FDA could disagree with our reliance on theparticular previously approved product that we chose to rely on, conclude that such previously approved product is not an acceptable reference product, andrequire us instead to rely as a reference product on another previously approved product that involves patents referenced in the Orange Book, requiring us tomake the certifications described above and subjecting us to additional delay, expense and the other risks described above. Similarly, if we submit one or more ANDA applications to the FDA pursuant to Section 505(j) of the FDCA in connection with one or more of ourproduct candidates, we could encounter generally similar difficulties or delays, including difficulties or delays resulting from the Paragraph IV certificationprocess or from any clinical trials that might be required in connection with any such ANDAs. If we fail to obtain acceptable prices or appropriate reimbursement for our products, our ability to successfully commercialize our products will beimpaired. Government and insurance reimbursements for healthcare expenditures play an important role for all healthcare providers, including physicians andpharmaceutical companies such as Adamis, that plan to offer various products in the United States and other countries in the future. Physicians and patientsmay decide not to order our products unless third-party payors, such as managed care organizations as well as government payors such as Medicare andMedicaid, pay a substantial portion of the price of the products. Market acceptance and sales of our products and potential products will depend in part onthe extent to which reimbursement for the costs of such products will be available from government health administration authorities, private health coverageinsurers, managed care organizations, and other organizations. In the United States, our ability to have our products eligible for Medicare, Medicaid orprivate insurance reimbursement will be an important factor in determining the ultimate success of our products. If, for any reason, Medicare, Medicaid or theinsurance companies decline to provide reimbursement for our products, our ability to commercialize our products would be adversely affected. Third-party payors may challenge the price of medical and pharmaceutical products. Reimbursement by a third-party payor may depend on a number offactors, including a payor’s determination that our product candidates are: ●not experimental or investigational;●effective;●medically necessary;●appropriate for the specific patient;●cost-effective;●supported by peer-reviewed publications; and●included in clinical practice guidelines. If purchasers or users of our products and related treatments are not able to obtain appropriate reimbursement for the cost of using such products, theymay forego or reduce such use. Significant uncertainty exists as to the reimbursement status of newly approved pharmaceutical products, and there can be noassurance that adequate third-party coverage will be available for any of our products. Even if our products are approved for reimbursement by Medicare,Medicaid and private insurers, of which there can be no assurance, the amount of reimbursement may be reduced at times or even eliminated. This wouldhave a material adverse effect on our business, financial condition and results of operations. Legislative or regulatory reform of the healthcare system may affect our ability to sell our products profitably. In both the United States and certain foreign jurisdictions, there have been and are expected to be a number of legislative and regulatory changes to thehealthcare system in ways that could impact our ability to sell our products profitably, including the Patient Protection and Affordable Care Act signed intolaw in the United States in March 2010. Given the enactment of these laws and other federal and state legislation and regulations relating to the healthcaresystem, it is still too early to determine their impact on the biotechnology and pharmaceutical industries and our business. The U.S. Congress continues toconsider issues relating to the healthcare system, and future legislation or regulations may affect our ability to market and sell products on favorable terms,which would affect our results of operations, as well as our ability to raise capital, obtain additional collaborators or profitably market our products. Suchlegislation or regulation may reduce our revenues, increase our expenses or limit the markets for our products. In particular, we expect to experience pricingpressures in connection with the sale of our products due to the influence of health maintenance and managed health care organizations and additionallegislative proposals. 23  We have limited sales, marketing and distribution experience. We have limited experience in the sales, marketing, and distribution of pharmaceutical products. There can be no assurance that we will be able toestablish sales, marketing, and distribution capabilities or make arrangements with our current collaborators or others to perform such activities or that suchefforts will be successful. If we decide to market any products directly, we must either acquire or internally develop a marketing and sales force with technicalexpertise and with supporting distribution capabilities. The acquisition or development of a sales, marketing and distribution infrastructure would requiresubstantial resources, which may not be available to us or, even if available, could divert the attention of our management and key personnel and have anegative impact on further product development efforts. We may seek to enter into arrangements to develop and commercialize our products. These collaborations, if secured, may not be successful. We have entered into arrangements with third parties regarding development and commercialization of some of our products and may in the future seekto enter into collaborative arrangements to develop and commercialize some of our potential products both in North America and international markets.There can be no assurance that we will be able to negotiate collaborative arrangements on favorable terms or at all or that our current or future collaborativearrangements will be successful. The amount and timing of resources such third parties will devote to these activities may not be within our control. Therecan be no assurance that such parties will perform their obligations as expected. There can be no assurance that our collaborators will devote adequateresources to our products. If our potential products are unable to compete effectively with current and future products targeting similar markets as our potential products, ourcommercial opportunities will be reduced or eliminated. The markets for epinephrine products, our proposed APC-5000 inhaler product and other allergy and respiratory products, and cancer and vaccineproducts, are intensely competitive and characterized by rapid technological progress. We face competition from numerous sources, including majorbiotechnology and pharmaceutical companies worldwide. Many of our competitors have substantially greater financial and technical resources, anddevelopment, production and marketing capabilities, than we do. Certain companies have established technologies that may be competitive with our productcandidates and any future products that we may develop or acquire. Some of these products may use different approaches or means to obtain results, whichcould be more effective or less expensive than our products for similar indications. In addition, many of these companies have more experience than we do inpre-clinical testing, clinical trials and manufacturing of compounds, obtaining FDA and foreign regulatory approvals, and brand name exposure and expertisein sales and marketing. We also compete with academic institutions, governmental agencies and private organizations that are conducting research in thesame fields. Competition among these entities to recruit and retain highly qualified scientific, technical and professional personnel and consultants is also intense.As a result, there is a risk that one or more of our competitors will develop a more effective product for the same indications for which we are developing aproduct or, alternatively, bring a similar product to market before we can do so. Failure to successfully compete will adversely impact the ability to raiseadditional capital and ultimately achieve profitable operations. Our product candidates may not gain acceptance among physicians, patients, or the medical community, thereby limiting our potential to generaterevenue, which will undermine our future growth prospects. Even if our product candidates are approved for commercial sale by the FDA or other regulatory authorities, the degree of market acceptance of anyapproved product candidate by physicians, health care professionals and third-party payors, and our profitability and growth will depend on a number offactors, including: ●the ability to provide acceptable evidence of safety and efficacy;●pricing and cost effectiveness, which may be subject to regulatory control;●our ability to obtain sufficient third-party insurance coverage or reimbursement;●effectiveness of our or our collaborators’ sales and marketing strategy;●relative convenience and ease of administration;●the prevalence and severity of any adverse side effects; and●availability of alternative treatments. If any product candidate that we develop does not provide a treatment regimen that is at least as beneficial as the current standard of care or otherwisedoes not provide some additional patient benefit over the current standard of care, that product will not achieve market acceptance and we will not generatesufficient revenues to achieve profitability. 24  If we suffer negative publicity concerning the safety of our products in development, our sales may be harmed and we may be forced to withdraw suchproducts. If concerns should arise about the safety of any of our products that are marketed, regardless of whether or not such concerns have a basis in generallyaccepted science or peer-reviewed scientific research, such concerns could adversely affect the market for these products. Similarly, negative publicity couldresult in an increased number of product liability claims, whether or not these claims are supported by applicable law. Our failure to adequately protect or to enforce our intellectual property rights or secure rights to third party patents could materially harm our proprietaryposition in the marketplace or prevent the commercialization of our products. Our success depends in part on our ability to obtain and maintain protection in the United States and other countries for the intellectual propertycovering or incorporated into our technologies and products. The patents and patent applications in our existing patent portfolio are either owned by us orlicensed to us. Our ability to protect our product candidates from unauthorized use or infringement by third parties depends substantially on our ability toobtain and maintain, or license, valid and enforceable patents. Due to evolving legal standards relating to the patentability, validity and enforceability ofpatents covering pharmaceutical inventions and the scope of claims made under these patents, our ability to obtain and enforce patents is uncertain andinvolves complex legal and factual questions for which important legal principles are unresolved. There is a substantial backlog of patent applications at the United States Patent and Trademark Office, or USPTO. There can be no assurance that anypatent applications relating to our products or methods will be issued as patents, or, if issued, that the patents will not be challenged, invalidated orcircumvented or that the rights granted thereunder will provide a competitive advantage. We may not be able to obtain patent rights on products, treatmentmethods or manufacturing processes that we may develop or to which we may obtain license or other rights. Even if we do obtain patents, rights under anyissued patents may not provide us with sufficient protection for our product candidates or provide sufficient protection to afford us a commercial advantageagainst our competitors or their competitive products or processes. It is possible that no patents will be issued from any pending or future patent applicationsowned by us or licensed to us. Others may challenge, seek to invalidate, infringe or circumvent any patents we own or license. Alternatively, we may in thefuture be required to initiate litigation against third parties to enforce our intellectual property rights. The defense and prosecution of patent and intellectualproperty claims are both costly and time consuming, even if the outcome is favorable to us. Any adverse outcome could subject us to significant liabilities,require us to license disputed rights from others, or require us to cease selling our future products. In addition, many other organizations are engaged in research and product development efforts that may overlap with our products. Such organizationsmay currently have, or may obtain in the future, legally blocking proprietary rights, including patent rights, in one or more products or methods underdevelopment or consideration by us. These rights may prevent us from commercializing technology, or may require us to obtain a license from theorganizations to use the technology. We may not be able to obtain any such licenses that may be required on reasonable financial terms, if at all, and wecannot be sure that the patents underlying any such licenses will be valid or enforceable. As with other companies in the pharmaceutical industry, we aresubject to the risk that persons located in other countries will engage in development, marketing or sales activities of products that would infringe our patentrights if such activities were conducted in the United States. Our patents also may not afford protection against competitors with similar technology. We may not have identified all patents, published applicationsor published literature that affect our business either by blocking our ability to commercialize our product candidates, by preventing the patentability of ourproducts or by covering the same or similar technologies that may affect our ability to market or license our product candidates. Many companies haveencountered difficulties in protecting and defending their intellectual property rights in foreign jurisdictions. If we encounter such difficulties or areotherwise precluded from effectively protecting our intellectual property rights in either the United States or foreign jurisdictions, our business prospectscould be substantially harmed. In addition, because of funding limitations and our limited cash resources, we may not be able to devote the resources that wemight otherwise desire to prepare or pursue patent applications, either at all or in all jurisdictions in which we might desire to obtain patents, or to maintainalready-issued patents. We may become involved in patent litigations or other intellectual property proceedings relating to our future product approvals, which could result inliability for damages or delay or stop our development and commercialization efforts. The pharmaceutical industry has been characterized by significant litigation and other proceedings regarding patents, patent applications, trademarks,and other intellectual property rights. The situations in which we may become parties to such litigation or proceedings may include any third partiesinitiating litigation claiming that our products infringe their patent or other intellectual property rights, or that one of our trademarks or trade names infringesthe third party’s trademark rights; in such case, we will need to defend against such proceedings. For example, the field of generic pharmaceuticals ischaracterized by frequent litigation that occurs in connection with the regulatory filings under Section 505(b)(2) of the FDCA and attempts to invalidate thepatent of the reference drug. 25  The costs of resolving any patent litigation or other intellectual property proceeding, even if resolved in our favor, could be substantial. Many of ourpotential competitors will be able to sustain the cost of such litigation and proceedings more effectively than we can because of their substantially greaterresources. Uncertainties resulting from the initiation and continuation of patent litigation or other intellectual property proceedings could have a materialadverse effect on our ability to compete in the marketplace. Patent litigation and other intellectual property proceedings may also consume significantmanagement time. In the event that a competitor infringes upon our patent or other intellectual property rights, enforcing those rights may be costly, difficult, and time-consuming. Even if successful, litigation to enforce our intellectual property rights or to defend our patents against challenge could be expensive and time-consuming and could divert our management’s attention. We may not have sufficient resources to enforce our intellectual property rights or to defend ourpatent or other intellectual property rights against a challenge. If we are unsuccessful in enforcing and protecting our intellectual property rights andprotecting our products, it could materially harm our business. We depend on our officers. If we are unable to retain our key employees or to attract additional qualified personnel, our product operations anddevelopment efforts may be seriously jeopardized. Our success will be dependent upon the efforts of a small management team and staff, including Dennis J. Carlo, Ph.D., our chief executive officer. Theemployment of Dr. Carlo may be terminated at any time by either us or Dr. Carlo. We currently do not have key man life insurance policies covering any ofour executive officers or key employees. If key individuals leave us, we could be adversely affected if suitable replacement personnel are not quicklyrecruited. There is competition for qualified personnel in all functional areas, which makes it difficult to attract and retain the qualified personnel necessaryfor the operation of our business. Our success also depends in part on our ability to attract and retain highly qualified scientific, commercial andadministrative personnel. If we are unable to attract new employees and retain existing key employees, the development and commercialization of ourproduct candidates could be delayed or negatively impacted. We may experience difficulties in managing growth. We are a small company. Future growth will impose significant added responsibilities on members of management, including the need to identify,attract, retain, motivate and integrate highly skilled personnel. We may increase the number of employees in the future depending on the progress of ourdevelopment of our products and technologies. Our future financial performance and our ability to compete effectively will depend, in part, on our ability tomanage any future growth effectively. To that end, we must be able to: ●manage our clinical studies effectively;●integrate additional management, administrative, manufacturing and regulatory personnel;●maintain sufficient administrative, accounting and management information systems and controls; and●hire and train additional qualified personnel. We may not be able to accomplish these tasks, and our failure to accomplish any of them could harm our financial results. There are significant limitations on our ability in the future to utilize any net operating loss carry forwards for federal and state income tax purposes. At December 31, 2015, we had net operating loss carry forwards of approximately $40 million and $32 million for federal and state purposes,respectively. The net operating loss carry forwards expire through the year 2031. The Tax Reform Act of 1986, as amended, or the TRA, provides for alimitation on the annual use of net operating loss carry forwards following certain ownership changes that could limit our ability to utilize these carryforwards. We most likely have experienced various ownership changes, as defined by the TRA, as a result of past financings and merger transactions.Accordingly, our ability to utilize some or all of these carry forwards is likely limited. Additionally, U.S. tax laws limit the time during which these carryforwards may be applied against future taxes, and as a result we may not be able to take full advantage of these carry forwards for federal income taxpurposes. Risks Related to Our Common Stock Provisions of our charter documents could discourage an acquisition of our company that would benefit our stockholders and may have the effect ofentrenching, and making it difficult to remove, management. Provisions of our restated certificate of incorporation and bylaws may make it more difficult for a third party to acquire control of us, even if a change ofcontrol would benefit our stockholders. For example, shares of our preferred stock may be issued in the future without further stockholder approval, and uponsuch terms and conditions, and having such rights, privileges and preferences, as our board of directors may determine, including, for example, rights toconvert into our common stock. The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holdersof any of our preferred stock that may be issued in the future. The issuance of our preferred stock could have the effect of making it more difficult for a thirdparty to acquire control of us. This could limit the price that certain investors might be willing to pay in the future for shares of our common stock anddiscourage those investors from acquiring a majority of our common stock. Similarly, our bylaws require that any stockholder proposals or nominations forelection to our board of directors must meet specific advance notice requirements and procedures, which make it more difficult for our stockholders to makeproposals or director nominations. The existence of these charter provisions could have the effect of entrenching management and making it more difficult tochange our management. Furthermore, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware GeneralCorporation Law. These provisions may prohibit or restrict large stockholders, in particular those owning 15% or more of our outstanding voting stock, frommerging or combining with us, unless one or more exemptions from such provisions apply. These provisions under Delaware law could discourage potentialtakeover attempts and could reduce the price that investors might be willing to pay for shares of our common stock in the future. 26  The price of our common stock may be volatile. The market price of our common stock may fluctuate substantially. For example, from April 2014 to December 31, 2015, the market price of ourcommon stock has fluctuated between $2.82 and $7.07. Market prices for securities of early-stage pharmaceutical, biotechnology and other life sciencescompanies have historically been particularly volatile. Some of the factors that may cause the market price of our common stock to fluctuate include: ●relatively low trading volume, which can result in significant volatility in the market price of our common stock based on a relatively smallernumber of trades and dollar amount of transactions;●the timing and results of our current and any future preclinical or clinical trials of our product candidates;●the entry into or termination of key agreements, including, among others, key collaboration and license agreements;●the results and timing of regulatory reviews relating to the approval of our product candidates;●the initiation of, material developments in, or conclusion of, litigation to enforce or defend any of our intellectual property rights;●failure of any of our product candidates, if approved, to achieve commercial success;●general and industry-specific economic conditions that may affect our research and development expenditures;●the results of clinical trials conducted by others on products that would compete with our product candidates;●issues in manufacturing our product candidates or any approved products;●the loss of key employees;●the introduction of technological innovations or new commercial products by our competitors;●changes in estimates or recommendations by securities analysts, if any, who cover our common stock;●future sales of our common stock;●period-to-period fluctuations in our financial results;●publicity or announcements regarding regulatory developments relating to our products;●period-to-period fluctuations in our financial results, including our cash and cash equivalents balance, operating expenses, cash burn rate orrevenue levels;●common stock sales in the public market by one or more of our larger stockholders, officers or directors;●our filing for protection under federal bankruptcy laws;●a negative outcome in any litigation or potential legal proceeding; or●other potentially negative financial announcements, such as a review of any of our filings by the SEC, changes in accounting treatment orrestatement of previously reported financial results or delays in our filings with the SEC. The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individualcompanies. These broad market fluctuations may also adversely affect the trading price of our common stock. In the past, following periods of volatility inthe market price of a company’s securities, stockholders have often instituted class action securities litigation against those companies. Such litigation, ifinstituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm our profitability andreputation. Trading of our common stock is limited. Trading of our common stock is limited, and trading restrictions imposed on us by applicable regulations may further reduce our trading, making itdifficult for our stockholders to sell their shares. Prior to the listing of our common stock on the NASDAQ Capital Market, trading of our common stock was conducted on the OTCQB. The liquidity ofour common stock is limited, not only in terms of the number of shares that can be bought and sold at a given price, but also as it may be adversely affectedby delays in the timing of transactions and reduction in security analysts’ and the media’s coverage of us, if at all. The foregoing factors may result in lower prices for our common stock than might otherwise be obtained and could also result in a larger spreadbetween the bid and asked prices for our common stock. In addition, without a large public float, our common stock is less liquid than the stock of companieswith broader public ownership, and as a result, the trading price of our common stock may be more volatile. In the absence of an active public trading market,an investor may be unable to liquidate his or her investment in our common stock. Trading of a relatively small volume of our common stock may have agreater impact on the trading price of our stock than would be the case if our public float were larger. We cannot predict the price at which our common stockwill trade at any given time. 27  Our common stock could become subject to additional trading restrictions as a “penny stock,” which could adversely affect the liquidity and price of suchstock. If our common stock became subject to the SEC’s penny stock rules, broker-dealers may experience difficulty in completing customer transactionsand trading activity in our securities may be adversely affected. Prior to the listing of our common stock on the NASDAQ Capital Market, our common stock was traded on the OTCQB. The OTCQB, the OTC BulletinBoard and Pink Sheets are viewed by most investors as a less desirable, and less liquid, marketplace. As a result, if our common stock was delisted from theNASDAQ Capital Market and was traded on the OTCQB, the OTC Bulletin Board or the Pink Sheets, an investor could find it more difficult to purchase,dispose of or obtain accurate quotations as to the value of our common stock. Unless our common stock is listed on a national securities exchange, such as the NASDAQ Capital Market, our common stock may also be subject tothe regulations regarding trading in “penny stocks,” which are those securities trading for less than $5.00 per share, and that are not otherwise exempted fromthe definition of a penny stock under other exemptions provided for in the applicable regulations. The following is a list of the general restrictions on the saleof penny stocks: ●Before the sale of penny stock by a broker-dealer to a new purchaser, the broker-dealer must determine whether the purchaser is suitable to investin penny stocks. To make that determination, a broker-dealer must obtain, from a prospective investor, information regarding the purchaser’sfinancial condition and investment experience and objectives. Subsequently, the broker-dealer must deliver to the purchaser a written statementsetting forth the basis of the suitability finding and obtain the purchaser’s signature on such statement.●A broker-dealer must obtain from the purchaser an agreement to purchase the securities. This agreement must be obtained for every purchase untilthe purchaser becomes an “established customer.”●The Securities Exchange Act of 1934, or the Exchange Act, requires that before effecting any transaction in any penny stock, a broker-dealer mustprovide the purchaser with a “risk disclosure document” that contains, among other things, a description of the penny stock market and how itfunctions and the risks associated with such investment. These disclosure rules are applicable to both purchases and sales by investors.●A dealer that sells penny stock must send to the purchaser, within 10 days after the end of each calendar month, a written account statementincluding prescribed information relating to the security. These requirements can severely limit the liquidity of securities in the secondary market because fewer brokers or dealers are likely to be willing toundertake these compliance activities. If our common stock is not listed on a national securities exchange, the rules and restrictions regarding penny stocktransactions may limit an investor’s ability to sell to a third party and our ability to raise additional capital. We make no guarantee that market-makers willmake a market in our common stock, or that any market for our common stock will continue. Our stockholders may experience significant dilution as a result of any additional financing using our securities, as the result of the exercise or conversionof our outstanding securities. We will need to raise significant additional capital in order to maintain and continue our operations. To the extent that we raise additional funds byissuing equity securities or securities convertible into or exercisable for equity securities, our stockholders may experience significant dilution. In addition,conversion or exercise of other outstanding options, warrants or convertible securities could result in there being a significant number of additional sharesoutstanding and dilution to our stockholders. Certain of our outstanding securities include anti-dilution provision providing that, with certain exceptions, ifwe issue shares of common stock or options, warrants, convertible securities or other common stock equivalents, at an effective price per share less than theconversion or exercise price of such securities, the conversion or exercise price of such securities (and, in certain circumstances, the number of shares issuableupon exercise or conversion of such securities) will be adjusted downward to equal the per share price of the securities issued in such transaction, entitlingthe holders to pay a lower per share exercise price and/or to acquire a larger number of shares upon exercise or conversion of such securities, which couldresult in dilution to our stockholders. As a result, sale of additional equity or convertible securities at prices below certain levels could trigger anti-dilutionprovisions with respect to certain securities we have previously sold. In addition, if additional funds are raised through the issuance of preferred stock,holders of preferred stock would likely have rights that are senior to the rights of holders of our common stock, and the agreements relating to any suchissuance could contain covenants that would restrict our operations. 28  We have not paid cash dividends on our common stock in the past and do not expect to pay cash dividends on our common stock for the foreseeable future.Any return on investment may be limited to the value of our common stock. No cash dividends have been paid on our common stock, and we do not expect to pay cash dividends on our common stock in the foreseeable future.Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors as our board of directors mayconsider relevant. If we do not pay dividends, our common stock may be less valuable because a return on a stockholder’s investment will only occur if ourstock price appreciates. A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline and may impair our ability to raisecapital in the future. There have been and may continue to be periods when our common stock could be considered “thinly-traded,” meaning that the number of personsinterested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent. Finance transactions resulting in alarge amount of newly issued shares that become readily tradable, conversion of outstanding convertible notes or exercise of outstanding warrants and sale ofthe shares issuable upon conversion of such notes or exercise of such warrants, or other events that cause stockholders to sell shares, could place downwardpressure on the trading price of our stock. In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number of sharesof common stock to sell the shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock. If our stockholderssell, or the market perceives that our stockholders intend to sell for various reasons, substantial amounts of our common stock in the public market, themarket price of our common stock could decline. Sales of a substantial number of shares of our common stock may make it more difficult for us to sell equityor equity-related securities in the future at a time and price that we deem reasonable or appropriate. If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stockadversely, our stock price and trading volume could decline. The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or ourbusiness. We may never obtain substantial research coverage by industry or financial analysts. If no or few analysts commence or continue coverage of us, thetrading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts who cover us downgrade our stock, ourstock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could losevisibility in the financial markets, which in turn could cause our stock price or trading volume to decline. The rights of the holders of common stock may be impaired by the potential issuance of preferred stock. Our restated certificate of incorporation gives our board of directors the right to create new series of preferred stock. As a result, the board of directorsmay, without stockholder approval, issue preferred stock with voting, dividend, conversion, liquidation or other rights which could adversely affect thevoting power and equity interest of the holders of common stock. Preferred stock, which could be issued with the right to more than one vote per share, couldbe utilized as a method of discouraging, delaying or preventing a change of control. The possible impact on takeover attempts could adversely affect theprice of our common stock. Future sales of substantial amounts of our common stock, or the possibility that such sales could occur, could adversely affect the market price of ourcommon stock. We expect to incur research, development and selling, general and administrative costs, and to satisfy our funding requirements we will need to selladditional equity securities, which may be subject to registration rights, and warrants with anti-dilutive protective provisions. Future sales in the publicmarket of our common stock, or shares issued upon exercise of our outstanding stock options, warrants or convertible securities, or the perception by themarket that these issuances or sales could occur, could lower the market price of our common stock or make it difficult for us to raise additional capital. Ourstockholders may experience substantial dilution and a reduction in the price that they are able to obtain upon the sale of their shares. Also, new equitysecurities issued may have greater rights, preferences or privileges than our existing common stock. As of March 23, 2016, we had 13,459,061 shares of common stock issued and outstanding, substantially all of which we believe may be sold publicly,subject in some cases to volume and other limitations, provisions or limitations in registration rights agreements, or prospectus-delivery or other requirementsrelating to the effectiveness and use of registration statements registering the resale of such shares. As of March 23, 2016, we had reserved for issuance 3,101,830 shares of our common stock issuable upon the exercise of outstanding stock optionsunder our equity incentive plans at a weighted-average exercise price of $5.12 per share, and we had outstanding warrants to purchase 3,463,320 shares ofcommon stock. Subject to applicable vesting requirements, upon exercise of these options or warrants, the underlying shares may be resold into the publicmarket, subject in some cases to volume and other limitations or prospectus delivery requirements pursuant to registration statements registering the resale ofsuch shares. In the case of outstanding options or warrants that have exercise prices that are below the market price of our common stock from time to time,our stockholders would experience dilution upon the exercise of these options. 29  Some of our outstanding warrants may result in dilution to our stockholders. As of December 31, 2015, we had outstanding warrants, other than the warrants described in the next sentence, to purchase 1,730,868 shares of commonstock, including the 1,418,439 shares of common stock issuable upon exercise of the Series A Convertible Preferred Stock warrants, at a weighted averageexercise price of $4.19 per share. As of December 31, 2015, 575,164 shares of our common stock were issuable upon exercise of warrants that we issued in ourJune 2013 private placement transaction (the “June Warrants”) at a current exercise price of $3.40 per share. The 1,418,439 shares of our common stock wereissuable (subject to certain beneficial ownership limitations) upon exercise of warrants that we issued in our August 2014 private placement transaction at anexercise price of $3.40 per share, and 1,009,021 shares of Series A Convertible Preferred Stock were convertible on a one-for-one basis (subject to certainbeneficial ownership limitations) into 1,009,021 shares of common stock. The June Warrants contained full-ratchet anti-dilution provisions that will betriggered, and that will provide for a reduction in the exercise price of the June Warrants (and, in certain circumstances, an increase in the number of sharesissuable upon exercise), upon any issuance by us of shares of our common stock or common stock equivalents at a price per share below the then-exerciseprice of the June Warrants, subject to some exceptions. In the event of conversion of shares of Series A Preferred, or exercise of warrants that have exerciseprices that are below the market price of our common stock from time to time, our stockholders would experience dilution upon the conversion of such sharesor exercise of such warrants. Our principal stockholders have significant influence over us, they may have significant influence over actions requiring stockholder approval, and yourinterests as a stockholder may conflict with the interests of those persons. Based on the number of outstanding shares of our common stock held by our stockholders as of March 23, 2016, our directors, executive officers andtheir respective affiliates owned approximately 5% of our outstanding shares of common stock and our largest stockholder owned approximately 12% of theoutstanding shares of our common stock. As a result, those stockholders have the ability to exert a significant degree of influence with respect to the outcomeof matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all ofour assets. The interests of these persons may not always coincide with our interests or the interests of our other stockholders. This concentration of ownershipcould harm the market price of our common stock by (i) delaying, deferring or preventing a change in corporate control, (ii) impeding a merger,consolidation, takeover or other business combination involving us, or (iii) discouraging a potential acquirer from making a tender offer or otherwiseattempting to obtain control of us. The significant concentration of stock ownership may adversely affect the trading price of our common stock due toinvestors’ perception that conflicts of interest may exist or arise. 30  ITEM 1B.UNRESOLVED STAFF COMMENTS None. ITEM 2.PROPERTIES The Company’s principal headquarters consisting of approximately 7,525 square feet of leased premises is located at 11682 El Camino Real, Suite 300,San Diego, CA 92130. The Company occupies this space pursuant to a sublease agreement with a term that expired on November 30, 2014; rent during theterm was $15,050 per month. The Company has entered into a lease agreement to lease the same space with a term commencing December 1, 2014. The leasehas a basic term expiring four years after the commencement date, and the Company has an option to extend the term of the lease for an additional threeyears. Average rent during the term will be $23,304 per month, with a deposit of $170,000 paid in November 2014. In December 2015, $42,500 of the depositwas applied to rent and the balance of deposit as of December 31, 2015 was $127,500. ITEM 3.LEGAL PROCEEDINGS We may become involved in or subject to routine litigation, claims, disputes, proceedings and investigations in the ordinary course of business. Anysuch litigation could divert management time and attention from Adamis, could involve significant amounts of legal fees and other fees and expenses, orcould have a material adverse effect on our financial condition, cash flows or results of operations. ITEM 4.MINE SAFETY DISCLOSURES Not applicable. 31  PART II ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OFEQUITY SECURITIES Price Range of Common Stock Our common stock is traded on the Nasdaq Capital Market under the trading symbol “ADMP.” The following table sets forth the range of high and lowsales prices for the common stock as reported for the periods indicated below. High Low2014 Transition Year First Quarter (April 2014 - June 2014) $7.02 $4.78 Second Quarter (July 2014 - September 2014) $5.07 $2.82 Third Quarter (October 2014 - December 2014) $6.17 $3.85 Fiscal 2015 First Quarter (January 2015 - March 2015) $7.07 $3.83 Second Quarter (April 2015 to June 2015) $4.99 $3.77 Third Quarter (July 2015 to September 2015) $4.63 $3.25 Fourth Quarter (October 2015 to December 2015) $5.56 $3.76 As of December 31, 2015, we had approximately 92 common stock holders of record. The number of record holders was determined from the records ofour transfer agent and does not include beneficial owners of our common stock whose shares are held in the names of various security brokers, dealers, andregistered clearing agencies. Dividend Policy We have never declared or paid any cash dividends on our common stock, and we do not intend to do so in the foreseeable future. Accordingly, ourstockholders will not receive a return on their investment unless the value of our shares increases, which may or may not occur. Any future determination topay cash dividends will be at the discretion of our board of directors and will depend upon our financial condition, operating results, capital requirements,any applicable contractual restrictions and such other factors as our deems relevant. Equity Compensation Plan Information The following table sets forth, as of December 31, 2015, information with respect to our equity compensation plans, including our 1995 EquityIncentive Plan, the 1995 Directors’ Stock Option Plan, the 2005 Equity Incentive Plan and the 2009 Equity Incentive Plan, and with respect to certain otheroptions and warrants. Plan Category Number of securitiesto be issued upon exercise of outstanding options, warrants and rights (1) (a) Weighted average exercise price of outstanding options, warrants and rights (1) (b) Number of securities remaining available for future issuance under equity compensation plans(excluding securities reflected in column (a)) (2) (c)Equity compensation plans approved by security holders 4,418,831 $4.77 960,379 (1)Excludes shares issuable upon exercise of restricted stock units, which do not have an exercise price. (2)Under the Company’s 2009 Equity Incentive Plan, the number of shares available for issuance under the plan increases automatically increase onJanuary 1st of each year in an amount equal to the lesser of (i) five percent of the total number of shares of Common Stock outstanding onDecember 31st of the preceding calendar year, or (ii) a lesser number of shares of Common Stock determined by the board of directors before the startof a calendar year for which an increase applies. 32  Recent Sales of Unregistered Securities Information concerning our sales of unregistered securities during the year ended December 31, 2015, has previously been reported in reports on Form10-Q and reports on Form 8-K that we filed during that fiscal year. ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of financial condition and results of operations should be read together with the consolidated financialstatements and accompanying notes of the Company appearing elsewhere in this Report. This discussion of our financial condition and results of operationscontains certain statements that are not strictly historical and are “forward-looking” statements and involve a high degree of risk and uncertainty. Actualresults may differ materially from those projected in the forward-looking statements due to other risks and uncertainties that exist in our operations,development efforts and business environment, including those set forth in this Item 7, and in the sections entitled “1A. Risk Factors” and “1. Business” inthis Report and uncertainties described elsewhere in this Report. All forward-looking statements included in this Report are based on information available tothe Company as of the date hereof. General Company Overview We are an emerging pharmaceutical company focused on combining specialty pharmaceuticals and biotechnology to provide innovative medicines forpatients and physicians. We are currently primarily focused on our specialty pharmaceutical products. We are currently developing several products in theallergy and respiratory markets, including a dry powder inhaler technology that we acquired from 3M Company. Our goal is to create low cost therapeuticalternatives to existing treatments. Consistent across all specialty pharmaceuticals product lines, we intend to pursue Section 505(b)(2) New DrugApplication, or NDA, or Section 505(j) Abbreviated New Drug Application, or ANDA, regulatory approval filings with the U.S. Food and DrugAdministration, or FDA, whenever possible in order to potentially reduce the time to market and to save on costs, compared to those associated with Section505(b)(1) NDAs for new drug products. We also have a number of biotechnology product candidates and technologies, including therapeutic vaccine andcancer product candidates and technologies for patients with unmet medical needs in the global cancer market. NDA Filing Regarding Epinephrine PFS Product On May 28, 2014, we submitted a Section 505(b)(2) NDA application to the FDA for approval for sale of our Epinephrine PFS product, for theemergency treatment of acute allergic reactions, including anaphylaxis. We received a complete response letter (CRL) from FDA on March 27, 2015 andresubmitted the application on December 4, 2015. The FDA subsequently confirmed that it considered the resubmission to be a complete class 2 response tothe CRL and provided a PDUFA target response date of June 4, 2016. Private Placement in January 2016 On January 26, 2016, we completed a private placement transaction with a small number of accredited investors pursuant to which we issued 1,183,432shares of Series A-1 Convertible Preferred Stock and warrants to purchase up to 1,183,432 shares of common stock or Series A-1 Convertible Preferred Stock.The shares of Series A-1 Preferred and warrants were sold in units, with each unit consisting of one share and one warrant, at a purchase price of $4.225 perunit. The Series A-1 Preferred is convertible into shares of common stock at an initial conversion rate of 1-for-1 (subject to stock splits, reverse stock splitsand similar events) at any time at the discretion of the investor. The exercise price of the warrants is $4.10 per share, and the warrants are exercisable for fiveyears. If we grant, issue or sell any Common Stock equivalents pro rata to the record holders of any class of shares of Common Stock, referred to as the“Purchase Rights”, then a holder of Series A-1 Preferred or Warrants will be entitled to acquire, upon the terms applicable to such Purchase Rights, theaggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of Common Stock acquirable upon conversionof the Series A-1 Preferred or exercise of the Warrants (without regard to any limitations on conversion). If we declare or make any dividend or otherdistribution our assets (or rights to acquire our assets) to holders of Common Stock, then a holder of Series A-1 Preferred or Warrants is entitled to participatein such distribution to the same extent as if the holder had held the number of shares of Common Stock acquirable upon complete conversion of the Series A-1 Preferred or exercise of the Warrants (without regard to any limitations on conversion). Gross proceeds to the Company were approximately $5,000,000 excluding transactions costs, fees and expenses. In accordance with the transactionagreements, the Company filed a registration statement with the Securities and Exchange Commission within 60 days of the closing date to register the resalefrom time to time of shares of common stock underlying the Series A-1 Preferred and the warrants. 33  Going Concern and Management Plan Our independent registered public accounting firm has included a “going concern” explanatory paragraph in its report on our financial statements forthe year ended December 31, 2015 and nine-month transition period ended December 31, 2014 indicating that we have sustained substantial losses fromcontinuing operations and have used, rather than provided, cash in its continuing operations, and incurred recurring losses from operations and have limitedworking capital to pursue our business alternatives, and that these factors raise substantial doubt about our ability to continue as a going concern. As ofDecember 31, 2015, we had cash and cash equivalents of approximately $4.1 million, an accumulated deficit of approximately $69.0 million, and liabilitiesof approximately $2.7 million. In January 2016, we raised approximately $4,966,000, after deducting approximately $34,000 in fees and transactionexpenses payable by us, through a private placement transaction with a small number of accredited investors to which the Company issued preferred stock.However, we will need significant funding to continue operations, satisfy our obligations and fund the future expenditures that will be required to conductthe clinical and regulatory work to develop our product candidates. Such additional funding may not be available, may not be available on reasonable terms,and could result in significant additional dilution to our stockholders. If we do not obtain required additional equity or debt funding, our cash resources willbe depleted and we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stockprice and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained. The above conditions raise substantial doubt about our ability to continue as a going concern. The financial statements included elsewhere herein forthe year ended December 31, 2015, were prepared under the assumption that we would continue our operations as a going concern, which contemplates therealization of assets and the satisfaction of liabilities during the normal course of business. In preparing these consolidated financial statements,consideration was given to our future business as described elsewhere herein, which may preclude us from realizing the value of certain assets. Our financialstatements do not include any adjustments that may result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of ourassets and the satisfaction of liabilities in the normal course of business. Without additional funds from debt or equity financing, sales of assets, sales or out-licenses of intellectual property or technologies, or from a business combination or a similar transaction, we will soon exhaust our resources and will beunable to continue operations. Our management intends to attempt to secure additional required funding through equity or debt financings, sales or out-licensing of productcandidates or intellectual property assets, seeking partnerships with other pharmaceutical companies or third parties to co-develop and fund research anddevelopment efforts, or similar transactions. However, there can be no assurance that we will be able to obtain any sources of funding. If we are unsuccessfulin securing funding from any of these sources, we will defer, reduce or eliminate certain planned expenditures and delay development or commercializationof some or all of our products. If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or otheralternatives that could result in our stockholders losing some or all of their investment in us. Funding that we may receive during fiscal 2016 is expected to be used to satisfy existing obligations and liabilities and working capital needs, to beginbuilding working capital reserves and to fund a number of projects, which may include, without limitation, some or all of the following: ●continue development and commercialization of our Epinephrine PFS product;●continue development of our allergy and respiratory product candidates;●continue development of the APC-5000 DPI product candidate;●pursue the development of other product candidates that we may develop or acquire;●fund clinical trials and seek regulatory approvals;●expand research and development activities;●access manufacturing, commercialization and sales capabilities;●implement additional internal systems and infrastructure;●maintain, defend and expand the scope of our intellectual property portfolio; ●acquire products, technologies, intellectual property or companies and support continued development and funding thereof; and●hire additional management, sales, research, development and clinical personnel. Results of Operations Our consolidated results of operations are presented for the year ended December 31, 2015 and for the nine-month Transition 2014 Period endedDecember 31, 2014. We changed our fiscal year to the calendar twelve months ending December 31, effective beginning after our previous fiscal year endedMarch 31, 2014. As a result, our prior fiscal period was shortened from twelve months to a nine-month transition period ended on December 31, 2014. Unlessotherwise indicated, comparisons below are based on results for the 12-month year ended December 31, 2015, to the nine-month Transition 2014 Period fromApril 1, 2014 through December 31, 2014, and accordingly are not comparing results for comparable periods of time. 34  Twelve Months Ended December 31, 2015 and Nine Months Ended December 31, 2014 Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended December 31, 2015 and Transition 2014Period were approximately $9.0 million and $4.6 million, respectively. Selling, general and administrative expenses consist primarily of depreciation andamortization, legal fees, accounting and audit fees, consulting, professional fees, stock based compensation, and employee compensation. The higherexpenses in 2015 was due in part to the results of operations for the longer 12-month period ending December 31, 2015 compared to the nine months endingDecember 31, 2014. The increase in expense was also primarily due to activities related to the anticipated commercialization of Epinephrine PFS product,including approximately $980,000 of expenses relating to market research, training, branding, marketing and distribution strategies and payments to thirdparty consultants and contractors pursuant to agreements relating to the foregoing, and approximately $1,310,000 increase in compensation expense for2015 for Sales and Marketing employees, primarily due to salaries, stock options and employee benefits and bonus accrual. Compensation for General andAdministrative employees increased by approximately $1,535,000 for the year ended December 31, 2015 compared to the Transition 2014 Period, primarilydue to salary increases, new hires and additional stock options granted. Other increase in expenditures for the year ended December 31, 2015 compared to thenine-month Transition 2014 Period included, in each of the following instances, increases in rent of approximately $133,000, amortization of intangibles ofapproximately $102,000, insurance of approximately $89,000, accounting and legal expenses of approximately $151,000, and other administrative expensesincurred as a public company of approximately $150,000. Selling, general and administrative expenses are expected to continue to increase especially if theFDA grants marketing approval of our Epinephrine PFS product. Research and Development Expenses. Our research and development costs are expensed as incurred. Non-refundable advance payments for goods andservices to be used in future research and development activities are recorded as an asset and are expensed when the research and development activities areperformed. Research and development expenses were approximately $4.8 million and $3.5 million for the year ended December 31, 2015 and Transition2014 Period, respectively, which were expensed. The increase in expenses for 2015 was due in part to the results of operations for the longer 12-month periodending December 31, 2015 compared to the nine months ending December 31, 2014. The increase in research and development expenses was also primarilydue to the increase of $885,000 in compensation expense for Research and Development employees, which includes salaries, benefits, additional stockoptions and bonus accrual and increased other research and development expenses of approximately $413,000 primarily related to the development of theAPC-1000, APC-2000 and APC-5000 products. Other Income (Expenses). Other expenses for the year ended December 31, 2015 and Transition 2014 Period were approximately $278,000 and$(1,215,000), respectively. Other Income (Expenses) consist primarily of interest expense, change in fair value of warrants and change in fair value ofderivative liabilities. Interest expense consists primarily of expense in connection with various notes payable and the amortization of debt issuance costs.The decrease in interest expense by approximately $226,000 for the year ended December 31, 2015, in comparison to the Transition 2014 Period wasprimarily due to the full payment of the December 2012 Convertible Notes balance in 2014. The net change in fair value of warrants and warrant derivativesresulted in income of approximately $278,000 for the year ended December 31, 2015, compared to expense of approximately $(988,000) for the Transition2014 Period, primarily due to the fluctuation in the valuation of outstanding warrants. Warrant and warrant derivative values are generally a function ofmovement in the stock trading price, duration and volatility. Additionally, the probabilities of issuing new stock above or below the exercise price of thewarrants will impact the anti-dilution valuation. Liquidity and Capital Resources We have incurred net losses of approximately $13.6 million and $9.3 million for year ended December 31, 2015 and the nine-month Transition Periodended December 31, 2014, respectively. Since our inception, June 6, 2006, and through December 31, 2015, we have an accumulated deficit ofapproximately $69.0 million. Since inception and through December 31, 2015, we have financed our operations principally through debt financing andthrough private issuances of common stock and preferred stock. Since inception, we have raised a total of approximately $71.8 million in debt and equityfinancing transactions, consisting of approximately $15.8 million in debt financing and approximately $56.0 million in equity financing transactions. Weexpect to finance future cash needs primarily through proceeds from equity or debt financings, loans, sales of assets, out-licensing transactions, and/orcollaborative agreements with corporate partners. We have used the net proceeds from debt and equity financings for general corporate purposes, which haveincluded funding for research and development, selling, general and administrative expenses, working capital, reducing indebtedness, pursuing andcompleting acquisitions or investments in other businesses, products or technologies, and for capital expenditures. Net cash used in operating activities from continuing operations for the year ended December 31, 2015 and the Transition 2014 Period wasapproximately $10.3 million and $6.4 million, respectively. The higher cash used in operating activities in 2015 was largely due to the results of operationsfor the longer 12-month period ending December 31, 2015 compared to the nine months ending December 31, 2014. We expect net cash used in operatingactivities to increase going forward as we continue with product development and other business activities, assuming that we are able to obtain sufficientfunding. We had no investing activities for the year ended December 31, 2015 and the Transition 2014 Period. Net cash provided by financing activities from continuing operations was approximately $10.6 million in the year ended December 31, 2015 andapproximately $4.8 million for the Transition 2014 Period. During the Transition 2014 Period, we repaid outstanding promissory notes. The primary sourcesof cash provided by financing activities in the year ended December 31, 2015 and in the Transition 2014 Period were from the issuance of common stockwith net proceeds of approximately $10.6 million and the issuance of Series A convertible preferred stock with net proceeds of approximately $4.9 million,respectively. 35  On December 31, 2012, we issued a convertible promissory note in the principal amount of $600,000 and 35,294 shares of common stock to a privateinvestor, and received gross proceeds of $600,000, excluding transaction costs and expenses. Interest on the outstanding principal balance of the noteaccrues at a rate of 10% per annum compounded monthly and is payable monthly commencing February 1, 2013. As amended, all unpaid and unconvertedprincipal and interest on the note was due and payable on June 30, 2014. At any time on or before the maturity date, the investor had the right to convert partor all of the principal and interest owed under the note into common stock at a conversion price, as amended, equal to $6.00 per share (subject to adjustmentfor stock dividends, stock splits, reverse stock splits, reclassifications or other similar events affecting the number of outstanding shares of common stock).The note was repaid in June 2014. For additional information concerning our debt and equity financing transactions, see Notes 8, 9, 13 and 14 accompanying our financial statementsincluded elsewhere herein. As noted above under the heading “Going Concern and Management Plan,” at December 31, 2015, Adamis had incurred substantial losses. Theavailability of any required additional funding cannot be assured. Even taking into account the net proceeds from the transactions described above, if we donot obtain additional equity or debt funding in the near future, our cash resources would become depleted and we will be required to materially reduce orsuspend operations. Even if we are successful in obtaining additional funding to permit us to continue operations at the levels that we desire, substantial timemay pass before we obtain regulatory marketing approval for any products and begin to realize revenues from product sales, and we will require additionalfunds. No assurance can be given as to the timing or ultimate success of obtaining future funding. Critical Accounting Policies and Estimates The discussion and analysis of our financial condition and results of operations are based on our audited financial statements, which have beenprepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to makeestimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities.We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on other assumptions that we believe to be reasonableunder the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readilyapparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following accounting policies and estimates are most critical to aid you in understanding and evaluating our reported financial results.For further discussion of our accounting policies, see Note 3 in the accompanying notes to our financial statements appearing elsewhere in this AnnualReport on Form 10-K. Stock-Based Compensation. We account for stock-based compensation transactions in which we receive employee services in exchange for options topurchase common stock. Stock-based compensation cost for restricted stock units (“RSUs”) is measured based on the closing fair market value of ourcommon stock on the date of grant. Stock-based compensation cost for stock options is estimated at the grant date based on each option’s fair-value ascalculated by the Black-Scholes option-pricing model. We recognize stock-based compensation cost as expense ratably on a straight-line basis over therequisite service period. Derivative Financial Instruments. Derivatives are recognized as either assets or liabilities in the consolidated balance sheets and are measured at fairvalue. The treatment of gains and losses resulting from changes in the fair values of derivative instruments is dependent on the use of the respectivederivative instrument and whether they qualify for hedge accounting. As of December 31, 2015, no derivative instruments qualified for hedge accounting. Accounting Standards Codification (ASC) 815 - Derivatives and Hedging provides guidance to determine what types of instruments, or embeddedfeatures in an instrument, are considered derivatives. This guidance can affect the accounting for convertible instruments that contain provisions to protectholders from a decline in the stock price, or down-round provisions. Down-round provisions reduce the exercise price of a convertible instrument if acompany either issues equity share for a price that is lower than the exercise price of those instruments, or issues new convertible instruments that have alower exercise price. The Company recognizes the derivative assets and liabilities at their respective fair values at inception and on each reporting date. The Companyutilized a binomial option pricing model (BOPM) to develop its assumptions for determining the fair value of the conversion and anti-dilution features of itsnotes. See Note 9 in the accompanying financial statements for further discussion of derivative instruments. 36  Intangible Assets. Intangible assets, such as patents and unpatented technology, consist of legal fees and other costs needed to acquire the intellectualproperty. Acquired patents are recorded at cost, based on the relative fair value of the assets as of the date acquired. Patents are amortized on a straight linebasis over their estimated remaining useful life. Off Balance Sheet Arrangements At December 31, 2015, we did not have any off balance sheet arrangements. Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-50):Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability bepresented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with the debt discounts. The recognition andmeasurement guidance for debt issuance costs are not affected by the amendments in this ASU. For public businesses, ASU 2015-03 will be effective for fiscalyears beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of ASU 2015-03 will be allowed for financialstatements that have yet to be issued. The amendments must be applied retrospectively, where the balance sheet of each individual period presented isadjusted to reflect the period-specific impact of using the new guidance. Upon transition, a business must adhere to the appropriate disclosures for anadjustment in an accounting principle. Such disclosures include why the change in accounting principle is occurring, the transition method, an explanationof the prior period information that was retrospectively adjusted, and how the change impacts the financial statement line items (i.e., debt issuance cost assetand the debt liability). The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”. The amendments in thisASU provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes asoftware license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. Ifthe arrangement does not include a software license, the customer should account for a cloud computing arrangement as a service contract. ASU 2015-05 willbe effective for annual periods beginning after December 15, 2015. Early adoption of ASU 2015-05 will be allowed for financial statements that have yet tobe issued. The amendment may be adopted either prospectively to all arrangements entered into or materially modified after the effective date orretrospectively. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 supersedes the revenue recognitionrequirements in “Accounting Standard Codification 605 - Revenue Recognition” and most industry-specific guidance. The standard requires that entitiesrecognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which a company expectsto be entitled in exchange for those goods and services. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. InAugust 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.” ASU 2015-14 defersthe effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim reporting periods withinthat period. The Company is currently assessing the impact of adopting ASU 2014-09 and ASU 2015-14 on its consolidated financial statements. In November 2014, the FASB issued ASU 2014-16, "Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of aShare is More Akin to Debt or to Equity". The ASU provides guidance relating to certain hybrid financial instruments when determining whether thecharacteristics of the embedded derivative feature are clearly and closely related to the host contract. In making that evaluation, the characteristics of theentire hybrid instrument should be considered, including the embedded derivative feature that is being evaluated for separate accounting from the hostcontract. The amendments are effective for our fiscal year ending December 31, 2016; however, early adoption is permitted. Adoption is not expected to havea significant effect on the Company's consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires all deferred tax assets andliabilities to be classified as noncurrent on the balance sheet. The new accounting guidance is effective for annual reporting periods beginning afterDecember 15, 2016 and interim periods therein. Early adoption is permitted as of the beginning of the interim or annual reporting periods. The new guidancemay be applied either on a prospective or retrospective basis. The Company is currently assessing the impact of adopting this guidance on its consolidatedfinancial statements. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)". The amendments under this pronouncement will change the way all leaseswith a duration of one year or more are treated. Under this guidance, lessees will be required to capitalize virtually all leases on the balance sheet as a right-of-use asset and an associated financing lease liability or capital lease liability. The right-of-use asset represents the lessee’s right to use, or control the use of, aspecified asset for the specified lease term. The lease liability represents the lessee’s obligation to make lease payments arising from the lease, measured on adiscounted basis. Based on certain characteristics, leases are classified as financing leases or operating leases. Financing lease liabilities, those that containprovisions similar to capitalized leases, are amortized like capital leases are under current accounting, as amortization expense and interest expense in thestatement of operations. Operating lease liabilities are amortized on a straight-line basis over the life of the lease as lease expense in the statement ofoperations. This update is effective for annual reporting periods, and interim periods within those reporting periods, beginning after December 15, 2018. TheCompany is currently assessing the impact of adopting this guidance on its consolidated financial statements.37  ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and financial information required by Item 8 are set forth below commencing on page F-1. ITEM 9.CHANGES IN AND DIS AGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. ITEM 9A.CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures In connection with the preparation of this Annual Report on Form 10-K, an evaluation was carried out by our management, with the participation of thePrincipal Executive Officer and Accounting Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act) as of December 31, 2015. Disclosure controls and procedures are designed to ensurethat information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within thetime periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the PrincipalExecutive Officer and Accounting Officer, to allow timely decisions regarding required disclosures. Based on their evaluation, our Principal Executive Officer and Accounting Officer concluded that disclosure controls and procedures were effective asof December 31, 2015, for reasons described below. Internal Control over Financial Reporting Management’s report on our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) in the Exchange Act), isincluded in this Annual Report on Form 10-K, under the heading “Management’s Annual Report on Internal Control Over Financial Reporting” and isincorporated herein by reference. This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to theliabilities of that section, unless we specifically state that the report is to be considered “filed” under the Exchange Act or incorporate it by reference into afiling under the Securities Act of 1933, as amended, or under the Exchange Act. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reportingis defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, a company’s principalexecutive and principal financial officers and effected by a company’s board of directors, management and other personnel, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principlesgenerally accepted in the United States of America and includes those policies and procedures that: ●Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of thecompany; ●Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, particularly those related to subjective measurements and complex transactions, and that receipts andexpenditures of the company are being made only in accordance with authorizations of management and directors of the company; and ●Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assetsthat could have a material effect on the financial statements. All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable, not absolute, assurance that theobjectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits ofcontrols must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absoluteassurance that all control issues and instances of fraud, if any, within our company have been detected. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, ourmanagement used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission 2013 Framework in Internal Control -Integrated Framework and Internal Control over Financial Reporting-Guidance for Smaller Public Companies. As a result of this assessment, management hasconcluded that our internal control over financial reporting was effective as of December 31, 2015, the end of the most recent fiscal year. 38  This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control overfinancial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules that permit us to provideonly management’s report in this Annual Report on Form 10-K. Changes in Internal Controls During the period that ended on December 31, 2015, the Company completed its remediation efforts related to the company’s inappropriatesegregation of duties between incompatible functions. As a result of the completed remediation efforts noted below, there were improvements in internalcontrol over financial reporting during the fiscal year 2015 that have materially affected, or are reasonable likely to materially affect, the Company’s internalcontrol over financial reporting. Remediation Actions As disclosed in our 2014 Transition Report on Form 10K, we identified a material weakness in our internal control over financial reporting as ofDecember 31, 2014, based on the absence of finance and accounting personnel other than the Chief Financial Officer in most of the reporting period. Thisresulted in not ensuring appropriate segregation of duties between incompatible functions, and made it more difficult to ensure review of financial reportingissues sufficiently in advance of the dates on which filings are required to be made with the Securities and Exchange Commission to ensure financialinformation (both routine and non-routine) is adequately analyzed and reviewed on a timely basis to detect misstatements. These above deficienciesrepresented a material weakness in our internal control over financial reporting, as of December 31, 2014, given that they result in a reasonable possibilitythat a material misstatement to the annual or interim financial statements would not have been prevented or detected. In response, the Company took a number of remedial actions including hiring an accounting manager and additional accounting personnel. Inaddition, during the fourth quarter the Company implemented a number of remedial actions including the following: ●Processes were identified and the Company prepared additional narratives describing processes intended to ensure appropriate segregation ofduties. ●Prepared additional risk control matrices to assist in identifying financial reporting risks and including links to the related accounts and financialstatement assertions. ●Prepared materials regarding segregation of duties and summarizing responsibilities by process and how the Company addresses appropriatesegregation of duties. ●An independent consultant was hired to perform walkthrough testing of processes and compliance of controls. ●Employees not involved in the processes conducted testing compliance of processes and established controls. Management has determined that the remediation actions discussed above were effectively designed and demonstrated effective operation for asufficient period of time to enable the Company to conclude that the 2014 material weakness regarding inappropriate segregation of duties betweenincompatible functions has been fully remediated as of December 31, 2015. 39  ITEM 9B.OTHER INFORMATION Not Applicable. 40  PART III ITEM 10:DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by Item 10 of Part III is incorporated by reference to the registrant’s proxy statement, to be filed within 120 days of theregistrant’s fiscal year end, or will be included in an amendment to this Annual Report on Form 10-K. ITEM 11:EXECUTIVE COMPENSATION The information required by Item 11 of Part III is incorporated by reference to the registrant’s proxy statement, to be filed within 120 days of theregistrant’s fiscal year end, or will be included in an amendment to this Annual Report on Form 10-K. ITEM 12:SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS The information required by Item 12 of Part III is incorporated by reference to the registrant’s proxy statement, to be filed within 120 days of theregistrant’s fiscal year end, or will be included in an amendment to this Annual Report on Form 10-K. ITEM 13:CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 of Part III is incorporated by reference to the registrant’s proxy statement, to be filed within 120 days of theregistrant’s fiscal year end, or will be included in an amendment to this Annual Report on Form 10-K. ITEM 14:PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by Item 14 of Part III is incorporated by reference to the registrant’s proxy statement, to be filed within 120 days of theregistrant’s fiscal year end, or will be included in an amendment to this Annual Report on Form 10-K. 41  PART IV ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibits The following exhibits are attached hereto or incorporated herein by reference. 42  Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form/ File No. Date 1.1 Underwriting Agreement dated January 9, 2015 8-K 01/09/152.1 Agreement and Plan of Share Exchange dated as of October 7, 2004, by and between theCompany and Biosyn, Inc. 8-K 10/26/043.1 Restated Certificate of Incorporation of the Registrant S-8 03/17/143.2 Certificate of Designation of Preferences, Rights and Limitations of Series A ConvertiblePreferred Stock dated August 19, 2014 8-K 08/20//143.3 Certificate of Designation of Preferences, Rights and Limitations of Series A-1 ConvertiblePreferred Stock 8-K 01/26/164.1 Amended and Restated Bylaws of the Company S-4/A 333-155322 01/12/094.2 Specimen stock certificate for common stock 8-K 04/03/094.3 Form of Common Stock Purchase Warrant dated August 19, 2014 8-K 08/20/144.4 Amended and Restated Warrant 8-K 01/26/16*10.1 2005 Equity Incentive Plan 10-K 03/31/06*10.2 Form of Option Agreement under the 2005 Equity Incentive Plan 10-K 03/31/06*10.3 2009 Equity Incentive Plan 10-Q 11/14/14*10.4 Form of Stock Option Agreement for option awards 8-K 09/16/11*10.5 Form of Option Agreement for Non-Employee Directors* 8-K 01/13/11*10.6 Form of Indemnity Agreement with directors and executive officers 8-K 01/13/1110.7 Agreement dated as of October 8, 1996 by and among Biosyn, Inc., Edwin B. Michaels andE.B. Michaels Research Associates, Inc. (Confidential treatment has been requested withrespect to portions of this agreement.) 10-K 03/31/0510.8 Patent License Agreement by and among Biosyn, Inc., and certain agencies of the UnitedStates Public Health Service 10-K 03/31/0510.9 License Agreement dated as of May 22, 2001, by and between Crompton Corporation andBiosyn, Inc. (Confidential treatment has been requested for portions of this agreement.) 10-K 03/31/0510.10 License Agreement dated January 30, 2006, by and between CONRAD, Eastern VirginiaMedical School, and Biosyn, Inc. (Confidential treatment has been requested for portions ofthis agreement.) 10-K 04/02/0710.11 Amendment to License Agreement dated as of March 15, 2006, by and between CromptonCorporation and Biosyn, Inc. S-4/A 333-155322 01/12/0910.12 Funding Agreement dated October 12, 1992, by and between Ben Franklin TechnologyCenter of Southeastern Pennsylvania and Biosyn, Inc. S-4/A 333-155322 01/12/0910.13 License Agreement dated July 28, 2006, by and between Nevagen, LLC and AdamisPharmaceuticals Corporation S-4/A 333-155322 01/12/0910.14 Amendment to License Agreement dated December 29, 2008, by and between Nevagen, LLCand Adamis Pharmaceuticals Corporation S-4/A 333-155322 01/12/0910.15 Amendment to License Agreement dated October 18, 2007, by and between CONRAD,Eastern Virginia Medical School, and Biosyn, Inc. S-4/A 333-155322 01/12/0910.16 Clinical Trial Agreement between Biosyn, Inc. and the National Institute of Child Healthand Human Development S-4/A 333-155322 01/12/0910.17 Common Stock Purchase Agreement dated as of November 10, 2010, by and betweenAdamis Pharmaceuticals Corporation and the Purchaser named therein (Confidentialtreatment has been granted for portions of this exhibit.) 8-K 11/12/1010.18 Registration Rights Agreement dated as of November 10, 2010, by and between AdamisPharmaceuticals Corporation and the Purchaser named therein 8-K 11/12/1010.19 Executive Employment Agreement between the Company and Dennis J. Carlo datedDecember 31, 2015* X 10.20 Executive Employment Agreement between the Company and David J. Marguglio datedDecember 31, 2015* X 10.21 Executive Employment Agreement between the Company and Robert O. Hopkins datedDecember 31, 2015* X 10.23 Executive Employment Agreement between the Company and Karen K. Daniels datedDecember 31, 2015* X 10.24 Executive Employment Agreement between the Company and Thomas H. Moll,Ph.D. datedDecember 31, 2015* X 43  Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form/ File No. Date 10.25 License Agreement between Adamis, the Regents of the University of California and Dana-Farber Cancer Institute, Inc. 10-K 07/07/1110.26 License Agreement dated January 26, 2007, with Wisconsin Alumni Research Foundation 10-K 07/07/1110.27 License Agreement dated January 26, 2007, with Wisconsin Alumni Research Foundation 10-K 07/07/1110.28 License Agreement dated January 2, 2008, with Wisconsin Alumni Research Foundation 10-K 07/07/1110.29Product Development and Contract Manufacturing Agreement dated November 1, 2010,between the Company and Beximco Pharmaceuticals Ltd.10-Q02/14/1110.30 First Amendment to Common Stock Purchase Agreement dated as of June 30, 2011, by andbetween the Company and Eses Holdings (FZE) 10-K 07/07/1110.31 Second Amendment to Common Stock Purchase Agreement dated as of November 10, 2011,by and between the Company and Eses Holdings (FZE) 8-K 11/21/1110.32 Third Amendment to Common Stock Purchase Agreement dated as of January 31, 2012, byand between the Company and Eses Holdings (FZE) 10-Q 02/14/1210.33 Securities Purchase Agreement dated as of June 11, 2012 8-K 06/15/1210.34 10% Senior Convertible Note dated as of June 11, 2012 8-K 06/15/1210.35 Form of Subsidiary Guarantee dated as of June 11, 2012 8-K 06/15/1210.36 Convertible Promissory Note dated as of June 11, 2012 8-K 06/15/1210.37 Zero Coupon Secured Promissory Note dated October 25, 2012 10Q 02/19/1310.38 Convertible Promissory Note dated December 31, 2012 10-Q 02/19/1310.39 Amendment to Convertible Promissory Note dated March 26, 2014 8-K 04/01/1410.40 Securities Purchase Agreement dated as of April 5, 2013 8-K 04/08/1310.41 12% Convertible Debenture dated April 5, 2013 8-K 04/08/1310.42 Subscription Agreement dated as of June 26, 2013 8-K 07/01/1310.43 Form of Secured Convertible Notes dated June 26, 2013 8-K 07/01/1310.44 Form of Warrants dated June 26, 2013 10-Q 11/14/1410.45 Security Agreement dated June 26, 2013 8-K 07/01/1310.46 Intercreditor Agreement dated June 26, 2013 8-K 07/01/1310.47 Consent and Waiver 8-K 10/31/1310.48 Exclusive License and Asset Purchase Agreement dated as of August 1, 2013, by and amongthe Registrant, 3M Corp. and 3M Innovative Properties Company 8-K 08/06/1310.49 Sublease dated as of March 12, 2011 between the Registrant and Whitney, Bradley &Brown, Inc. S-1 333-192372 11/15/1310.50 Sublease Agreement between McDermott Will & Emery LLP and the Registrant datedFebruary 1, 2014 10-Q 02/14/1410.51 Lease Agreement dated April 1, 2014, between the Registrant and Pacific North CourtHoldings, L.P. 10-KT 03/26/1510.52 Purchase Agreement dated August 19, 2014 by and between the Company and Sio PartnersQP LP and Sio Partners Offshores, Ltd. 8-K 08/20/1410.53 Registration Rights Agreement dated August 18, 2014, by and between the Company andSio Partners LP, Sio Partners QP LP and Sio Partners Offshores, Ltd. 8-K 08/20/1410.54 Form of Warrants dated June 26, 2013 10-Q 11/14/1410.55 Form of Warrant dated January 26, 2016 8-K 01/26/1610.56 Purchase Agreement 8-K 01/26/1610.57 Registration Rights Agreement dated as of January 26, 2016 8-K 01/26/1621.1 Subsidiaries of the Registrant 10-K 07/03/1323.1 Consent of Mayer Hoffman McCann P.C., Independent Registered Public Accounting Firm X 24.1 Power of Attorney (See signature page) X 31.1 Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 44  Incorporated by ReferenceExhibit Number Exhibit Description FiledHerewith Form/ File No. Date 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 XBRL Instance 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 *Represents a compensatory plan or arrangement. 45  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 besigned on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California. ADAMIS PHARMACEUTICALS CORPORATION By: /s/ DENNIS J. CARLO Dennis J. CarloDated: March 23, 2016 Chief Executive Officer Power of Attorney Each person whose signature appears below constitutes and appoints each of Dennis J. Carlo and Robert O. Hopkins, true and lawful attorney-in-fact,with the power of substitution, for him in any and all capacities, to sign amendments to this Annual Report on Form 10-K, and to file the same, with allexhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that saidattorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacitiesand on the dates indicated: Name Title DatePrincipal Executive Officer: /s/ DENNIS J. CARLO Chief Executive Officer and Director March 23, 2016Dennis J. Carlo Principal Financial Officer and Principal Accounting Officer: /s/ ROBERT O. HOPKINS Vice President, Finance, March 23, 2016Robert O. Hopkins Chief Financial Officer and Secretary Directors: /s/ DAVID J. MARGUGLIO Director March 23, 2016David J. Marguglio /s/RICHARD C. WILLIAMS Chairman March 23, 2016Richard C. Williams /s/ ROBERT B. ROTHERMEL Director March 23, 2016Robert B. Rothermel /s/ WILLIAM C. DENBY, III Director March 23, 2016William C. Denby, III  ADAMIS PHARMACEUTICALS CORPORATION AND SUBSIDIARIES TABLE OF CONTENTS DECEMBER 31, 2015 AND 2014 PAGEREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1 CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets F-2 Consolidated Statements of Operations F-3 Consolidated Statements of Stockholders’ Equity F-4 Consolidated Statements of Cash Flows F-5 - F-6 Notes to the Consolidated Financial Statements F-7 - F-23  Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders ofAdamis Pharmaceuticals Corporation and SubsidiariesSan Diego, California We have audited the accompanying consolidated balance sheets of Adamis Pharmaceuticals Corporation and Subsidiaries (the “Company”) as ofDecember 31, 2015 and 2014, and the related statements of operations, stockholders' equity, and cash flows for the year ended December 31, 2015 and nine-month period ended December 31, 2014. These consolidated financial statements are the responsibility of the Company's management. Our responsibility isto express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. TheCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included considerationof internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includesassessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statementpresentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AdamisPharmaceuticals Corporation and Subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the yearended December 31, 2015 and nine-month period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 tothe consolidated financial statements, the Company has incurred recurring losses from operations, and is dependent on additional financing to fundoperations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to thesematters are described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments to reflect thepossible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome ofthis uncertainty. /s/ MAYER HOFFMAN MCCANN P.C. San Diego, CaliforniaMarch 23, 2016 F-1  ADAMIS PHARMACEUTICALS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2015 December 31, 2014ASSETS CURRENT ASSETS Cash $4,080,648 $3,774,665 Prepaid Expenses and Other Current Assets 70,985 179,545 4,151,633 3,954,210 LONG TERM ASSETS Security Deposits 85,000 127,500 Intangible Assets, net 7,766,960 8,737,830 Equipment, net 58,260 77,680 Total Assets $12,061,853 $12,897,220 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts Payable $497,794 $787,012 Accrued Other Expenses 214,036 129,055 Accrued Bonuses 478,274 411,500 Warrants, at fair value 1,174,312 1,809,949 Warrant Derivative Liabilities, at fair value 383,404 256,530 Total Liabilities 2,747,820 3,394,046 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Series A Convertible Preferred Stock – Par Value $.0001; 10,000,000 Shares Authorized;1,009,021 and 1,418,439, Issued and Outstanding, Respectively 101 142 Common Stock - Par Value $.0001; 100,000,000 Shares Authorized; 13,739,199 and 10,959,480 Issued, 13,431,659 and 10,651,940 Outstanding, Respectively 1,374 1,096 Additional Paid-in Capital 78,339,143 64,956,524 Accumulated Deficit (69,021,356) (55,449,359)Treasury Stock - 307,540 Shares, at cost (5,229) (5,229)Total Stockholders’ Equity 9,314,033 9,503,174 $12,061,853 $12,897,220 The accompanying notes are an integral part of these Consolidated Financial Statements F-2  ADAMIS PHARMACEUTICALS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS 12 Months EndedDecember 31, 2015 Nine Months EndedDecember 31, 2014REVENUE $— $— SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 9,007,289 4,556,291 RESEARCH AND DEVELOPMENT 4,843,139 3,545,475 Loss from Operations (13,850,428) (8,101,766)OTHER INCOME (EXPENSE) Interest Expense — (226,286)Change in Fair Value of Warrant Liability 433,898 (1,053,256)Change in Fair Value of Warrant Derivative Liabilities (155,467) 64,953 Total Other Income (Expense) 278,431 (1,214,589)Net (Loss) $(13,571,997) $(9,316,355)Basic and Diluted (Loss) Per Share: Basic (Loss) Per Share $(1.02) $(0.89)Basic Weighted Average Shares Outstanding 13,275,847 10,526,618 Diluted (Loss) Per Share $(1.03) $(0.89)Diluted Weighted Average Shares Outstanding 13,436,683 10,526,618 The accompanying notes are an integral part of these Consolidated Financial Statements F-3  ADAMIS PHARMACEUTICALS CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Series A ConvertiblePreferred Stock Common Stock TreasuryStock Shares Amount Shares Amount AdditionalPaid-In Capital Shares Amount AccumulatedDeficit TotalBalance March 31, 2014 — $— 10,809,059 $1,081 $58,324,941 (307,540) $(5,229) $(46,133,004) $12,187,789 Common Stock Issued for Exercised Options — — 145,090 14 493,292 — — — 493,306 Common Stock Issued for Service — — 5,331 1 25,002 — — — 25,003 Release of Warrants Liability UponExercise — — — — 319,865 — — — 319,865 Preferred Stock Issued, net of issuance cost of $71,003 1,418,439 142 — — 4,928,855 — — — 4,928,997 Share Based Compensation — — — — 625,518 — — — 625,518 Accrued Share Based Compensation - Bonuses — — — — 239,051 — — — 239,051 Net (Loss) — — — — — — — (9,316,355) (9,316,355)Balance December 31, 2014 1,418,439 $142 10,959,480 $1,096 $64,956,524 (307,540) $(5,229) $(55,449,359) $9,503,174 Common Stock Issued forExercised Warrants — — 58,364 6 75,583 — — — 75,589 Common Stock Issued forExercised Options — — 2,677 — — — — — — Common Stock Issued for Service — — 3,666 — 25,002 — — — 25,002 Issuance of RSU’s — — 5,594 1 (1) — — — — Release of Warrants Liability Upon Exercise — — — — 230,332 — — — 230,332 Common Stock Issued, net of issuance cost of $934,028 — — 2,300,000 230 10,565,742 — — — 10,565,972 1:1 Conversion of Series A Preferred Stock to CommonStock (409,418) (41) 409,418 41 — — — — — Share Based Compensation — — — — 2,485,961 — — — 2,485,961 Net (Loss) — — — — — — — (13,571,997) (13,571,997)Balance December 31, 2015 1,009,021 $101 13,739,199 $1,374 $78,339,143 (307,540) $(5,229) $(69,021,356) $9,314,033 The accompanying notes are an integral part of these Consolidated Financial Statements F-4  ADAMIS PHARMACEUTICALS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS 12 Months EndedDecember 31, 2015 Nine Months EndedDecember 31, 2014CASH FLOWS FROM OPERATING ACTIVITIES Net (Loss) $(13,571,997) $(9,316,355)Adjustments to Reconcile Net (Loss) to Net Cash (Used in) Operating Activities: Stock Based Compensation 2,485,961 625,518 Stock Issued in Exchange of Services 25,002 25,003 Change in Fair Value of Warrant Liability (433,898) 1,053,256 Change in Fair Value of Warrant Derivative Liabilities 155,467 (64,953)Amortization of Discount on Notes Payable — 216,661 Depreciation and Amortization Expense 990,290 888,367 Change in Assets and Liabilities: (Increase) Decrease in: Prepaid Expenses and Other Current Assets 108,560 (165,041)Security Deposits 42,500 (127,500)Increase (Decrease) in: Accounts Payable (289,218) 115,994 Accrued Other Expenses and Bonuses 151,755 336,830 Net Cash (Used in) Operating Activities (10,335,578) (6,412,220)CASH FLOWS FROM INVESTING ACTIVITIES Net Cash (Used in) Investing Activities — — CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Issuance of Preferred Stock and Warrants, net of issuance cost — 4,928,997 Proceeds from Issuance of Common Stock, net of issuance cost 10,565,972 — Proceeds from Warrant conversion 75,589 493,306 Payment of Notes Payable — (38,653)Payment of Convertible Notes Payable — (600,000)Net Cash Provided by Financing Activities 10,641,561 4,783,650 Increase (Decrease) in Cash 305,983 (1,628,570)Cash: Beginning 3,774,665 5,403,235 Ending $4,080,648 $3,774,665 The accompanying notes are an integral part of these Consolidated Financial Statements F-5  ADAMIS PHARMACEUTICALS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS 12 Months EndedDecember 31, 2015 Nine Months EndedDecember 31, 2014SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash Paid for Income Taxes $2,400 $2,400 Cash Paid for Interest $— $89,401 SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES Release of Warrant Liability Upon Exercise $230,332 $319,865 The accompanying notes are an integral part of these Consolidated Financial Statements F-6  NOTE 1:NATURE OF BUSINESS The company formerly named Adamis Pharmaceuticals Corporation, or Old Adamis, was founded in June 2006 as a Delaware corporation. EffectiveApril 1, 2009, Old Adamis completed a business combination transaction with Cellegy Pharmaceuticals, Inc., or Cellegy. Before the merger, Cellegy was apublic company and Old Adamis was a private company. In connection with the consummation of the merger and pursuant to the terms of the definitivemerger agreement relating to the transaction, Cellegy was the surviving corporation in the merger and changed its name from Cellegy Pharmaceuticals, Inc. toAdamis Pharmaceuticals Corporation (the “Company”, “Adamis Pharmaceuticals” or “Adamis”), and Old Adamis survived as a wholly-owned subsidiary andchanged its corporate name to Adamis Corporation. The Company has two wholly-owned subsidiaries: Adamis Corporation; and Biosyn, Inc., which hasrights to the C31G product. Adamis Corporation has two wholly-owned subsidiaries: Adamis Viral Therapies, Inc., or Adamis Viral, which was formed tofocus on the Company’s cancer and vaccine technologies; and Adamis Laboratories, Inc., or Adamis Labs, which was formed to focus on the Company’sallergy and respiratory products. NOTE 2:GOING CONCERN The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern,which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanyingconsolidated financial statements, the Company has sustained substantial losses from continuing operations. In addition, the Company has used, rather thanprovided, cash in its continuing operations. We raised additional funds in January 2016 through a private placement transaction of our preferred stock andwarrants. However, we will need significant funding to continue operations, satisfy our obligations and fund the future expenditures that will be required toconduct the clinical and regulatory work to develop our product candidates. Without realization of additional capital, it would be unlikely for the Companyto continue as a going concern. Management intends to attempt to secure additional required funding through equity or debt financings, sales or out-licensing of product candidates or other intellectual property assets, seeking partnerships with other pharmaceutical companies or third parties to co-developand fund research and development efforts, or similar transactions. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts andclassification of liabilities that might be necessary should the Company be unable to continue in existence. NOTE 3:SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include Adamis Pharmaceuticals and its wholly-owned operating subsidiaries. All significantintra-entity balances and transactions have been eliminated in consolidation. Change in Fiscal Year In November 2014, the Board of Directors of the Company determined that, in accordance with its Bylaws and upon the recommendation of its AuditCommittee, the Company’s fiscal year shall begin on January 1 and end on December 31 of each year, starting on January 1, 2015. This resulted in a changein fiscal year end from March 31 to December 31. This required transition period of April 1, 2014 to December 31, 2014 is included in these financialstatements. For comparative purposes, the unaudited consolidated results of operations for the 12 months ended December 31, 2014 are included in Note 17. Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requiresmanagement to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the consolidated financial statements. Actual results could differ from those estimates, and the differences could be material. Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid investments with original maturities at the date ofpurchase of three months or less to be cash equivalents. F-7  Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued liabilities approximate their fair valuedue to their short-term nature. Additionally, certain warrant obligation agreements contain anti-dilution features which are adjusted to fair value on arecurring basis. Fixed Assets Fixed assets are recorded at historical cost as of the date acquired, and depreciated on a straight line basis with useful lives ranging from 3-7 years. Intangible Assets Intangible assets, such as patents and unpatented technology, consist of legal fees and other costs needed to acquire the intellectual property. Acquiredpatents are recorded at cost, based on the related fair value of the assets as of the date acquired. Patents are amortized on a straight line basis over theirestimated remaining useful life. Long-Lived Assets The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of suchassets may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of the assets to the future netcash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount bywhich the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fairvalue less costs to sell. Derivative Instruments and Hedging Activities Derivatives are recognized as either assets or liabilities in the consolidated balance sheets and are measured at fair value. The treatment of gains andlosses resulting from changes in the fair values of derivative instruments is dependent on the use of the respective derivative instrument and whether theyqualify for hedge accounting. As of December 31, 2015 and 2014, no derivative instruments qualified for hedge accounting. See Note 9 for further discussionof derivative instruments. Revenue Recognition In accordance with our revenue recognition policy, revenue is recognized when the parties agree to the terms of the arrangement, title and risk of lossare transferred to the customer, the sales price to the customer is fixed and determinable, and collectability of the sales price is reasonably assured. Reportedrevenue is net of estimated customer returns and other wholesaler fees. Our policy regarding sales to customers is that we do not recognize revenue from, orthe cost of such sales, where we believe the customer has more than a demonstrably reasonable level of inventory. We make this assessment based onhistorical demand, historical customer ordering patterns for purchases, business considerations for customer purchases and estimated inventory levels. If ouractual experience proves to be different than our assumptions, we would then adjust such allowances accordingly. Stock-Based Compensation The Company accounts for stock-based compensation transactions in which the Company receives employee services in exchange for options topurchase common stock. Stock-based compensation cost for restricted stock units (“RSUs”) is measured based on the closing fair market value of theCompany’s common stock on the date of grant. Stock-based compensation cost for stock options is estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes option-pricing model. The Company recognizes stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period. Research and Development Research and development costs are expensed as incurred. Non-refundable advance payments for goods and services to be used in future research anddevelopment activities are recorded as an asset and are expensed when the research and development activities are performed. F-8  Legal Expense Legal fees are expensed as incurred and are included in selling, general and administrative expenses on the consolidated statements of operations. Income Taxes The Company accounts for income taxes under the deferred income tax method. Under this method, deferred income taxes are determined based on theestimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets and liabilities from year to year. In providing for deferred taxes, theCompany considers tax regulations of the jurisdictions in which they operate, estimates of future taxable income, and available tax planning strategies. If taxregulations, operating results or the ability to implement tax planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilitiesmay be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria. The Company accounts for uncertain tax positions in accordance with accounting guidance which requires the Company to recognize the financialstatement benefit of a tax position only after determining that the relevant tax authority would, more likely than not, sustain the position following an audit.For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied the guidance to alltax positions for which the statute of limitations remained open. Upon implementation, the Company did not recognize any additional liabilities forunrecognized tax benefits. Accordingly, the adoption of the guidance had no impact on the Company’s financial statements. There have been no materialchanges in unrecognized tax benefits since April 1, 2010. The Company is subject to income taxes in the United States Federal jurisdiction, California and Florida. The Company is no longer subject to theUnited States Federal, California or Florida income examinations by tax authorities for the years before the year ended March 31, 2011. The Companyrecognizes interest and penalty accrued related to unrecognized tax benefits in its income tax expense, if any. No interest or penalties have been accrued forall presented periods. In fiscal 2014, the Company adopted accounting guidance regarding the presentation of an unrecognized tax benefit when a net operating losscarryforward exists which became effective for fiscal years, and interim periods, within those years, beginning after December 15, 2013. Pursuant to thisguidance, the Company presents an unrecognized tax benefit, or portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for netoperating loss carryforward. Adoption did not have an impact on the consolidated financial position, results of operations or cash flows of the Company. Basic and Diluted Net Loss Per Share The Company computes basic loss per share by dividing the loss attributable to holders of common stock for the period by the weighted averagenumber of shares of common stock outstanding during the period. The diluted loss per share calculation is based on the treasury stock method and giveseffect to dilutive options, warrants, convertible notes, convertible preferred stock and other potential dilutive common stock. The effect of common stockequivalents was anti-dilutive and was excluded from the calculation of weighted average shares outstanding. Potential dilutive securities, which are notincluded in dilutive weighted average shares for the year ended December 31, 2015 and the transition period ended December 31, 2014 consist ofoutstanding warrants (1,730,868 and 2,401,049, respectively), outstanding options (2,112,800 and 1,239,722, respectively), outstanding restricted stockunits (5,590 and 11,184, respectively), and convertible preferred stock (1,009,021 and 1,418,439, respectively). The calculation of diluted loss per share requires that, to the extent the average market price of the underlying shares for the reporting period exceedsthe exercise price of the warrants and the presumed exercise of such securities are dilutive to loss per share for the period, an adjustment to net loss used in thecalculation is required to remove the change in fair value of the warrants from the numerator for the period. Likewise, an adjustment to the denominator isrequired to reflect the related dilutive shares, if any, under the treasury stock method. During the year ended December 31, 2015, the Company earned a netgain on the valuation of the Warrant Liability and Warrant Derivative Liability which has a dilutive impact on loss per share. F-9  For the TwelveMonths EndedDecember 31, 2015 For the NineMonths EndedDecember 31, 2014Loss per Share - Basic Numerator for basic loss per share $(13,571,997) $(9,316,355)Denominator for basic loss per share 13,275,847 10,526,618 Loss per common share - basic $(1.02) $(0.89) Loss per Share - Diluted Numerator for basic loss per share $(13,571,997) $(9,316,355)Adjust: Fair Value of dilutive warrants outstanding (278,431) — Numerator for dilutive loss per share $(13,850,428) $(9,316,355) Denominator for diluted loss per share 13,275,847 10,526,618 Plus: Incremental shares underlying “in the money” warrants outstanding 160,836 — Denominator for dilutive loss per share 13,436,683 10,526,618 Loss per common share - diluted $(1.03) $(0.89) Recently Issued Accounting Pronouncements In April 2015, the FASB issued ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-50): Simplifying the Presentation of Debt IssuanceCosts". The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a directdeduction from the carrying amount of the debt liability, consistent with the debt discounts. The recognition and measurement guidance for debt issuancecosts are not affected by the amendments in this ASU. For public businesses, ASU 2015-03 will be effective for fiscal years beginning after December 15,2015, and interim periods within those fiscal years. Early adoption of ASU 2015-03 will be allowed for financial statements that have yet to be issued. Theamendments must be applied retrospectively, where the balance sheet of each individual period presented is adjusted to reflect the period-specific impact ofusing the new guidance. Upon transition, a business must adhere to the appropriate disclosures for an adjustment in an accounting principle. Such disclosuresinclude why the change in accounting principle is occurring, the transition method, an explanation of the prior period information that was retrospectivelyadjusted, and how the change impacts the financial statement line items (i.e., debt issuance cost asset and the debt liability). The Company is currentlyassessing the impact of adopting this guidance on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”. The amendments in thisASU provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes asoftware license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. Ifthe arrangement does not include a software license, the customer should account for a cloud computing arrangement as a service contract. ASU 2015-05 willbe effective for annual periods beginning after December 15, 2015. Early adoption of ASU 2015-05 will be allowed for financial statements that have yet tobe issued. The amendment may be adopted either prospectively to all arrangements entered into or materially modified after the effective date orretrospectively. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU 2014-09 supersedes the revenuerecognition requirements in "Accounting Standard Codification 605 - Revenue Recognition" and most industry-specific guidance. The standard requires thatentities recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which a companyexpects to be entitled in exchange for these goods and services. ASU 2014-09 permits the use of either the retrospective or cumulative effect transitionmethod. In August 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date." ASU2015-14 defers the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, including interim reportingperiods within that period. The company is currently assessing the impact of adopting ASU 2014-09 and ASU 2015-14 on its consolidated financialstatements. In November 2014, the FASB issued ASU 2014-16, "Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of aShare is More Akin to Debt or to Equity". The ASU provides guidance relating to certain hybrid financial instruments when determining whether thecharacteristics of the embedded derivative feature are clearly and closely related to the host contract. In making that evaluation, the characteristics of theentire hybrid instrument should be considered, including the embedded derivative feature that is being evaluated for separate accounting from the hostcontract. The amendments are effective for our fiscal year ending December 31, 2016; however, early adoption is permitted. Adoption is not expected to havea significant effect on the Company's consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires all deferred tax assets andliabilities to be classified as noncurrent on the balance sheet. The new accounting guidance is effective for annual reporting periods beginning afterDecember 15, 2016 and interim periods therein. Early adoption is permitted as of the beginning of the interim or annual reporting periods. The new guidancemay be applied either on a prospective or retrospective basis. The Company is currently assessing the impact of adopting this guidance on its consolidatedfinancial statements. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)". The amendments under this pronouncement will change the way all leaseswith a duration of one year or more are treated. Under this guidance, lessees will be required to capitalize virtually all leases on the balance sheet as a right-of-use asset and an associated financing lease liability or capital lease liability. The right-of-use asset represents the lessee’s right to use, or control the use of, aspecified asset for the specified lease term. The lease liability represents the lessee’s obligation to make lease payments arising from the lease, measured on adiscounted basis. Based on certain characteristics, leases are classified as financing leases or operating leases. Financing lease liabilities, those that containprovisions similar to capitalized leases, are amortized like capital leases are under current accounting, as amortization expense and interest expense in thestatement of operations. Operating lease liabilities are amortized on a straight-line basis over the life of the lease as lease expense in the statement ofoperations. This update is effective for annual reporting periods, and interim periods within those reporting periods, beginning after December 15, 2018. Thecompany is currently assessing the impact of adopting this guidance on its consolidated financial statements. F-10  NOTE 4:CONCENTRATIONS Financial instruments that potentially subject the Company to credit risk consist principally of cash and accounts payable. Cash The Company at times may have cash in excess of the Federal Deposit Insurance Corporation (“FDIC”) limit. The Company maintains its cash withlarger financial institutions. The Company has not experienced losses on these accounts and management believes that the Company is not exposed tosignificant risks on such accounts. Purchases and Accounts Payable The Company had balances greater than 10% of trade accounts payable at December 31, 2015 with two vendors. Vendor A had a balance thataccounted for 22% of total accounts payable and Vendor B had a balance of 16% at December 31, 2015. The Company had approximately $262,000 andapproximately $1.1 million in total purchases with Vendor A and Vendor B, respectively, during the year ended December 31, 2015. The Company has noexposure to the elimination of Vendor A and B, there are a number of companies which could provide the same services, and management believes, oncomparable terms. Comparatively, the Company had balances greater than 10% of trade accounts payable at December 31, 2014 with a vendor. The vendorhad a balance that accounted for 15% of total accounts payables and approximately $410,000 in total purchases during the Transition 2014 Period. NOTE 5:PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets at December 31, 2015 and December 31, 2014: December 31, 2015 December 31, 2014Prepaid Insurance $27,923 $34,132 Other Prepaid 456 102,719 Other Current Assets 42,606 42,694 $70,985 $179,545 NOTE 6:FIXED ASSETS Fixed assets at December 31, 2015 and December 31, 2014 are summarized in the table below: Description Useful Life (Years) December 31, 2015 December 31, 2014Equipment 5 $97,100 $97,100 Less: Accumulated Depreciation (38,840) (19,420)Fixed Assets, net $58,260 $77,680 For the year ended December 31, 2015 and transition period ended December 31, 2014, depreciation expense was $19,420 and $14,565, respectively.There were no additions during the year ended December 31, 2015. NOTE 7:INTANGIBLE ASSETS Intangible assets at December 31, 2015 and December 31, 2014 are summarized in the table below: December 31, 2015 GrossCarryingValue AccumulatedAmortization Net CarryingAmountAmortizable assets: Patents & intellectual property $9,708,700 $(1,941,740) $7,766,960 Transition services agreement 194,200 (194,200) — Balance, December 31, 2015 $9,902,900 $(2,135,940) $7,766,960 December 31, 2014 GrossCarryingValue AccumulatedAmortization Net CarryingAmountAmortizable assets: Patents & intellectual property $9,708,700 $(970,870) $8,737,830 Transition services agreement 194,200 (194,200) — Balance, December 31, 2014 $9,902,900 $(1,165,070) $8,737,830 There were no additions during the year ended December 31, 2015. Amortization expense for year ended December 31, 2015 and transition periodended December 31, 2014 were $970,870 and $873,802, respectively. F-11  Estimated amortization expense at December 31, 2015 for each of the five succeeding years and thereafter is as follows: Year ending December 31, 2016 $970,870 2017 970,870 2018 970,870 2019 970,870 2020 970,870 Thereafter 2,912,610 Total $7,766,960 NOTE 8:NOTES PAYABLEBen Franklin NoteBiosyn (a wholly owned subsidiary of the Company and previously a wholly owned subsidiary of Cellegy) issued a note payable to Ben FranklinTechnology Center of Southeastern Pennsylvania (“Ben Franklin Note”) in October 1992, in connection with funding the development of Savvy, acompound then under development to prevent the transmission of HIV/AIDS.The Ben Franklin Note was recorded at its estimated fair value of $205,000 and was assumed by Cellegy as an obligation in connection with itsacquisition of Biosyn in 2004. The repayment terms of the non-interest bearing obligation include the remittance of an annual fixed percentage of 3.0%applied to future revenues of Biosyn, if any, until the principal balance of $777,902 (face amount) is satisfied. Under the terms of the obligation, revenues aredefined to exclude the value of unrestricted research and development funding received by Biosyn from nonprofit sources. Absent a material breach ofcontract or other event of default, there is no obligation to repay the amounts in the absence of future Biosyn revenues. Cellegy accreted the discount of$572,902 against earnings using the interest rate method (approximately 46%) over the discount period of five years, which was estimated in connection withthe Ben Franklin Note’s valuation at the time of the acquisition.Accounting principles generally accepted in the United States emphasize market-based measurement through the use of valuation techniques thatmaximize the use of observable or market-based inputs. The Ben Franklin Note’s peculiar repayment terms outlined above affects its comparability with mainstream market issues and also affects its transferability. The value of the Ben Franklin Note would also be impacted by the ability to estimate Biosyn’sexpected future revenues which in turn hinge largely upon future efforts to commercialize the product candidate, the results of which efforts are not known bythe Company. Given the above factors and therefore the lack of market comparability, the Ben Franklin Note would be valued based on Level 3 inputs (seeNote 9). As such, management has determined that the Ben Franklin Note will have no future cash flows, as we do not believe the product will create arevenue stream in the future. As a result, the Note had no fair market value at the time of the merger between the Company and Cellegy (see Note 1).Secured Convertible Promissory Notes On June 26, 2013, the Company completed the closing of a private placement financing transaction (the “Transaction”) with a small number ofaccredited institutional investors. Pursuant to a Subscription Agreement (the “Purchase Agreement”) and other transaction documents, we issued SecuredConvertible Promissory Notes (“Secured Notes”) and common stock purchase warrants (“Warrants”) to purchase up to 764,960 shares of common stock(“Warrant Shares”), and received gross cash proceeds of $5,300,000, of which $286,349 was used to pay for transaction costs, fees and expenses. The SecuredNotes had an aggregate principal amount of $6,502,158. The notes are no longer outstanding. The Warrants are exercisable for a period of five years from thedate of issuance. The exercise price of the Warrants was initially $12.155 per share, which was 110% of the closing price of the common stock on the daybefore the closing. The Warrants provide for proportional adjustment of the number and kind of securities purchasable upon exercise of the Warrants and theper share exercise price upon the occurrence of certain specified events. The exercise price of the Warrants is also subject to anti-dilution provisionsproviding that, with the exception of certain excluded categories of issuances and transactions, if we issue any shares of common stock or securitiesconvertible into or exercisable for common stock, or if common stock equivalents are repriced, at an effective price per share less than the exercise price,without the consent of a majority of the investors, the exercise price will be adjusted downward to equal the per share price of the securities issued or deemedissued in such transaction (and in certain instances, the number of shares issuable upon exercise of the Warrants will also be proportionately adjusted). Provided (i) there is an effective registration statement that covers resale of all of the Warrant Shares, or (ii) all of the Warrant Shares may be soldpursuant to Rule 144 upon cashless exercise without restrictions including without volume limitations or manner of sale requirements, each such eventreferred to as a Trigger Condition, the Company has the option to “call” the exercise of any or all of the Warrant, referred to as a Warrant Call, from time totime by giving a Call Notice to the holders, provided that the other conditions on the Company’s option to exercise a Warrant Call have been satisfied. TheCompany’s right to exercise a Warrant Call commences five trading days after either of the Trigger Conditions has been in effect continuously for 15 tradingdays. A holder has the right to cancel the Warrant Call up until the date the called Warrant Shares are actually delivered to the holder, such date referred to asthe Warrant Call Delivery Date, if the Trigger Condition relied upon for the Warrant Call ceases to apply. A Call Notice may not be given within 30 days ofthe expiration of the term of the Warrants. In addition, a Call Notice may be given not sooner than 15 trading days after the Warrant Call Delivery Date of theimmediately preceding Call Notice. F-12  The Company may give a Call Notice only within 10 trading days after any 20-consecutive trading day period during which the volume weightedaverage price (“VWAP”) of our common stock is not less than 250% of the exercise price for the Warrants in effect for 10 out of such 20-consecutive tradingday period. The exercise price of the Warrants at December 31, 2015, is $3.40 per share, and accordingly 250% of such exercise price is $8.50 per share. Themaximum amount of Warrant Shares that may be included in a Call Notice will be reduced for the holder to the extent necessary so as to prevent the holderfrom exceeding the beneficial ownership limitation described in the warrants. In addition, a Call Notice may not be given after the occurrence of an event ofdefault. Subject to the foregoing, a holder must exercise the Warrant and purchase the called Warrant Shares within 14 trading days after the Call Date, or theWarrant will be cancelled with respect to the unexercised portion of the Warrant that was subject to the Call Notice. Call Notices generally must be given toall Warrant holders. The Warrants with the embedded call option at issuance were valued using the Binomial Option Pricing Model. The average fair value of a singleWarrant, including the call option, was $2.329 per share and the average value of the Warrant anti-dilution reset feature was $1.2002 per share at the grantdate. As a result, the Company recorded a discount to the Notes for the warrant derivative and warrant down-round protection derivative totaling $2,398,280.The warrant and warrant derivative liabilities were revalued at December 31, 2015, see Note 9. Notes Payable On May 1, 2011, the Company entered into a non-interest bearing note payable with a drug wholesaler related to sales returns in the amount of$147,866. The note required monthly payments of $10,000 with a final payment of $7,866 due on July 15, 2012. After July 2012, the note was due ondemand and incurred interest at 12% per annum. The note was paid in full during the transition period ended December 31, 2014. Notes Payable to Related Parties The Company had notes payable to a related party amounting to $97,122, which was repaid as of March 31, 2014. The notes bore interest at 10% perannum. Accrued interest, included in accrued other expenses in the consolidated balance sheets, related to the notes were paid in full during the transitionyear ended December 31, 2014. NOTE 9:DERIVATIVE LIABILITY AND FAIR VALUE MEASUREMENTS Accounting Standards Codification (ASC) 815 - Derivatives and Hedging provides guidance to determine what types of instruments, or embeddedfeatures in an instrument, are considered derivatives. This guidance can affect the accounting for convertible instruments that contain provisions to protectholders from a decline in the stock price, or down-round provisions. Down-round provisions reduce the exercise price of a convertible instrument if acompany either issues equity shares for a price that is lower than the exercise price of those instruments, or issues new convertible instruments that have alower exercise price. We have determined that the conversion feature with the down-round provision on the warrants issued related to the Gemini notes,issued and repaid in the previous period, should be treated as a derivative liability. The Company is required to report the conversion feature liability andthe derivative liability resulting from the down-round provision at fair value and record the fluctuation of the fair value in current operations. The Company recognizes the derivative liabilities at their respective fair values at inception and on each reporting date. The Company values itsfinancial assets and liabilities on a recurring basis and certain nonfinancial assets and nonfinancial liabilities on a nonrecurring basis based on the price thatwould be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order toincrease consistency and comparability in fair value measurements, a fair value hierarchy that prioritizes observable and unobservable inputs is used tomeasure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fairvalue hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable inputs other that Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in inactive markets;or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated withobservable market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservableinputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The Company recognizes the derivative liabilities at their respective fair values at inception and on each reporting date. The Company utilized abinomial option pricing model (“BOPM”) to develop its assumptions for determining the fair value of Warrants and related anti-dilution features. Key assumptions at December 31, 2015 and December 31, 2014 for the Warrants discussed include a volatility factor of 72.5% and 90%, respectively, adividend yield of 0%, expected life of 2.5 years and 3.5 years, respectively, and a risk free interest rate of 1.55% and 1.41%, respectively. The Company estimated the fair value of the Warrants, including call options, to be $2.0417 per share and the down-round protection derivative for thesame warrants is estimated at $0.6666. The number of Warrants issued and outstanding was 575,164. The carrying value of the Warrants with call options atDecember 31, 2015 was $1,174,312 and the carrying value of the down-round protection derivative for the same date was $383,404. F-13  During the year ended December 31, 2015, a total of 72,150 warrants were exercised, reducing the fair value warrants and derivative liabilities andincreasing Additional Paid in Capital by $230,332. The table below provides a reconciliation of beginning and ending balances for the liabilities measured at fair value using significant unobservableinputs (Level 3): Warrants Warrant Down-roundProtection Derivative TotalBalance, March 31, 2014 $(1,019,539) $(378,502) $(1,398,041)Release of Warrants Liability upon Exercise 262,846 57,019 319,865 Net Change in Fair Value (1,053,256) 64,953 (988,303) Balance, December 31, 2014 (1,809,949) (256,530) (2,066,479)Release of Warrants Liability upon Exercise 201,739 28,593 230,332 Net Change in Fair Value 433,898 (155,467) 278,431 Balance, December 31, 2015 $(1,174,312) $(383,404) $(1,557,716) The derivative liabilities are considered Level 3 liabilities on the fair value hierarchy as the determination of fair values includes various assumptionsabout future activities and stock price and historical volatility inputs. The following table describes the valuation techniques used to calculate fair values for assets in Level 3. There were no changes in the valuationtechniques during the year ended December 31, 2015 and transition period ended December 31, 2014. Fair Value atDecember 31, 2015 Fair Value at December 31, 2014 ValuationTechnique Unobservable Input Range Warrants and Warrant Down-round Protection Derivative (combined) $1,557,716 $2,066,479 Binomial OptionPricing Model Probability of common stock issuance at prices less than exercise prices stated in agreements 50% & 30%,respectively Probability of reset provision being waived 5% Significant unobservable inputs for the derivative liabilities include (1) the estimated probability of the occurrence of a down-round financing duringthe term over which the related debt and warrants are convertible or exercisable, (2) the estimated magnitude of the down-round, and (3) the probability of thereset provision being waived. These estimates which are unobservable in the market were utilized to value the anti-dilution features of the warrants as ofDecember 31, 2015 and December 31, 2014. NOTE 10:LEGAL MATTERS The Company may become involved in or subject to, routine litigation, claims, disputes, proceedings and investigations in the ordinary course ofbusiness, which in management’s opinion will not have a material adverse effect on our financial condition, cash flows or results of operations. Any suchlitigation could divert management time and attention from Adamis, could involve significant amounts of legal fees and other fees and expenses. F-14  NOTE 11:LICENSING AGREEMENTS Viral Therapies On July 28, 2006, the Company entered into a nonexclusive, royalty free license agreement with an entity for the technology used to research anddevelop new viral therapies, and an exclusive royalty-bearing license requiring a small percentage of revenue received by the Company on future productsdeveloped and sold with a payment cap of $10,000,000. The Company paid the entity an initial license fee and granted one of the entity’s officers the rightto purchase 1,000,000 shares of common stock of the Company at price of $0.001 pursuant to a separate stock purchase agreement. The Company alsogranted the entity a royalty-free non-exclusive license to use any improvements made on the existing technology for research purposes only. The Companyand the entity have the right to sublicense with written permission of each party. In the event that the entity sublicenses or sells the improved technology to athird party, then a portion of the total payments, to be decided by mutual agreement, will be due to the Company. The Company is obligated to make the following milestone payments to the entity based on commencement of various clinical trials and submissionsof an application to the FDA for regulatory approval: Amount Date due$50,000 Within 30 days of commencement of Phase I/II clinical trial. $ 50,000 Within 30 days of commencement of a separate Phase II trial as required by the FDA. $ 300,000 Within 30 days of commencement of a Phase III trial. $ 500,000 Within 30 days of submission of a biological license application or a new drug application with the FDA. Total milestone payments are not to exceed $900,000 and can only be paid one time and will not repeat for subsequent products. At December 31,2015 and December 31, 2014, no milestones have been achieved. The agreement will remain in effect as long as the patent rights remain in effect. Adamis has the right to terminate the agreement if it is determined thatno viable product can come from the technology. Adamis would be required to transfer and assign all filings, rights and other information in its control iftermination occurs. Adamis would retain the same royalty rights for license, or sublicense, agreements if the technology is later developed into a product. Either party may terminate the license agreement in the event of a material breach of the agreement by the other party that has not been cured orcorrected within 90 days of notice of the breach. Influenza Vaccine On September 22, 2006, the Company entered into an agreement with an entity to manufacture an influenza vaccine for the Company. The agreementrequires the Company to pay $70,000 upon commencement of the project, followed by monthly payments based upon services performed until the project iscomplete. No product has been manufactured and no payments have been made as of December 31, 2015. Once the project begins, the total payments willaggregate $283,420. The project has an open ended start time. Adamis may terminate the agreement upon notice to the other party, other than reimbursingthe other party for non-cancellable materials and supplies ordered, and work in progress, through the date of the termination. Colby Pharmaceuticals On February 24, 2010, the Company entered into an agreement with Colby Pharmaceutical Company (“Colby”) to acquire three separate exclusivelicense agreements, covering three small molecule anti-inflammatory compounds, named APC-100, APC-200 and APC-300, for the potential treatment ofhuman prostate cancer, or PCa, in exchange for shares of the Company’s common stock. Colby licensed the patents, patent applications and relatedintellectual property relating to the compounds pursuant to license agreements with a third party (“WARF”). Pursuant to the agreement as amended, onFebruary 25, 2010, the Company was assigned and transferred the license agreement relating to the APC-300 compound in consideration of the issuance of47,059 shares of common stock to Colby. The transfer of the license agreements relating to APC-100 and APC-200 occurred at a subsequent closing, pursuantto an amendment to the original agreement. Under the amendment, Colby assigned and transferred to the Company the license agreements relating to APC-100 and APC-200 in consideration for the issuance to Colby of 294,118 shares of the Company’s common stock. Additionally, the Company issued 73,529shares to each of two parties related to Colby, for consulting services rendered to the Company in connection with the intellectual property covered by thelicense agreements. F-15  Under the agreements, with respect to sublicenses granted by the Company, the Company is to pay WARF according to the following schedule: 1.Forty percent (40%) of amounts received under each agreement entered into before an Investigational New Drug (“IND”) application is filed bythe Company with the Federal Drug Administration (“FDA”) for a Product made a subject of the sublicense. 2.Thirty percent (30%) of amounts received under each agreement entered into after the filing of an IND under item (1) above until completion of aPhase 1 clinical trial by the Company for that Product. 3.Twenty-five percent (25%) of amounts received under each agreement entered into after completion of item (2) above until completion of a PhaseII clinical trial by the Company for that Product. 4.Twenty percent (20%) of amounts received under each agreement entered into after completion of item (3) above until a New Drug Application(“NDA”) has been approved by the FDA for that Product. 5.Ten percent (10%) of amounts received under each agreement entered into after the NDA has been approved by the FDA for that Product. Milestone Payments are outlined below: 1.$25,000 upon the filing of the first IND or comparable regulatory filing for a human therapeutic Product. 2.$150,000 upon the enrollment of its first patient under a Phase II clinical trial for the first human therapeutic Product. 3.$200,000 upon the enrollment of its first patient under a Phase III clinical trial for the first human therapeutic Product. 4.$250,000 for the first NDA or comparable regulatory approval for a human therapeutic Product. These milestone payments occur only once for each of the compounds. As of December 31, 2015, the Company disbursed a total of $25,000 inmilestone payments. No additional milestones were met during 2015. Regents of the University of California and Dana-Farber Cancer Institute On April 18, 2011, the Company entered into an agreement with The Regents of the University of California (University) and the Dana-Farber CancerInstitute, Inc. (DFCI) to acquire the Telomerase Reverse Transcriptase as Antigen for Immunization in Cancer. The term of the agreement expires with the lastexpiration of the last patent covered by the license. Under the agreement, with respect to sublicenses granted by the Company, the Company is to pay the University and DFCI according to the followingschedule: 1.A license issue fee of $10,000, within thirty (30) days after the effective date. 2.License maintenance fees of $10,000 per year and payable on the first through third anniversary of the effective date and $20,000 annuallythereafter on each anniversary until commercially selling a licensed product. 3.Milestone payments in the amounts payable according to the following schedule or events: (i)$25,000 upon dosing of 50% of the patients expected to be enrolled for a Phase I clinical trial for the first indication (if such a trial isneeded) of a licensed product; (ii)$25,000 upon the filing of an IND for the second indication of a licensed product; (iii)$100,000 upon dosing of the first patient and $150,000 upon dosing of the 40th patient in a Phase II clinical trial for the first indication ofa licensed product; (iv)$250,000 upon dosing of the first patient for a Phase II clinical trial for the second indication of a licensed product; (v)$600,000 upon dosing of the first patient for a Phase III clinical trial for the first indication of a licensed product; (vi)$600,000 upon dosing of the first patient for a Phase III clinical trial for the second indication of a licensed product; (vii)$1,000,000 upon receipt of US regulatory approval for each indication of a licensed product. F-16  4.An earned royalty of two percent (2%) on net sales of licensed products as defined in the agreement. In addition, the Company will reimburse the University and DFCI for past and future patent costs as outlined in the agreement. During the year ended December 31, 2015 and transition period ended December 31, 2014, the Company paid license fees and reimbursed patentdefense costs related to this agreement of approximately $20,000 and $10,000, respectively. As of December 31, 2015, no milestones were met. 3M License and Asset Acquisition Agreement On August 1, 2013, we entered into an agreement to initially license and, with an additional closing payment fully acquire from 3M Company and 3MInnovative Properties Company (“3M”), certain intellectual property and assets relating to 3M’s Taper Dry Powder Inhaler (DPI) technology underdevelopment for the treatment of asthma and chronic obstructive pulmonary disease. The intellectual property includes patents, patent applications and otherintellectual property relating to the Taper assets. Pursuant to the terms of the agreement, we made an initial non-refundable payment to 3M of $3 million and obtained an exclusive worldwide license tothe assets and intellectual property in all indications in the dry powder inhalation field. Upon a subsequent closing payment of $7 million made by Adamison December 27, 2013, ownership of the assets and intellectual property were transferred to the Company, with the Company granting back to 3M a licenseto the intellectual property assets outside of the dry powder inhalation field. The Company hired an independent valuation specialist to assist management with its determination of the fair value of the tangible and intangibleassets acquired to be used in research and development. Management is responsible for the estimates and valuations. The work performed by the independentvaluation specialist has been considered in management’s estimates of fair value reflected below. In addition to the patents and intellectual property, the Company also acquired a transition services agreement outlined in the asset purchaseagreement, which provides the buyer certain knowledge transfer rights related to the Taper technology. 3M will provide around five hundred (500) hours ofservices to the Company as set forth in the letter agreement. The following table summarizes the fair values of the identifiable assets acquired on December 27, 2013: Description Taper DPI Intellectual Property $9,708,700 Equipment 97,100 3M Transition Services Agreement 194,200 $10,000,000 The values listed above were determined using the cost savings and discounted cash flow methods. Value is estimated based on the cost savingsattributable to the asset being appraised which in this case was the transition service agreement. As with most income-based valuation methods, the cost (orroyalty) savings method are generally estimated on an after tax basis and discounted using an after tax discount rate. The cost savings method was used tovalue the transition services agreement. Discounted cash flow analysis involves projecting monetary benefits directly associated with an asset and factoringthem to reflect present value at a rate that considers the risk and rate of return associated with the subject asset. In the application of this approach, the valueof the asset is considered to be the sum of the present values of the future cash flows received over the expected life of the asset. We applied the discountedcash flow method to estimate the fair value of the acquired intellectual property (patents and unpatented technology associated with the taper dry powderinhaler IP). In regards to the Taper DPI, we calculated the after-tax net income, or cash flow related to the technology and discounted the future income with adiscount rate of 26.5%, a 5.0% premium over the weighted average cost of capital. NOTE 12:COMMITMENTS AND CONTINGENCIES The Company may become involved in or subject to, routine litigation, claims, disputes, proceedings and investigations in the ordinary course ofbusiness, which in our opinion will not have a material adverse effect on our financial condition, cash flows or results of operations. Any such litigationcould involve significant amounts of legal fees and other fees and expenses. Office Lease In April 2011, the Company leased approximately 2,400 square feet of office space in San Diego, California. The term of the lease is three years. Thereare no options to extend the lease term. F-17  On February 1, 2014, the Company entered into a sublease agreement in connection with the relocation of the Company’s principal headquarters. Thenew sublease covered approximately 7,525 square feet and had a term that expired November 30, 2014. Rent during the term was $15,050 per month. On April 1, 2014, the Company entered into a modification of its sublease agreement. The terms of the modification began December 1, 2014 andextended the expiration date to November 30, 2018. Average rent expense is approximately $23,304 per month, with a deposit of $170,000 due in November2014. In December 2015, $42,500 of the deposit was applied to rent and the balance of deposit as of December 31, 2015 was $127,500. The base rent expenseover the life of the lease is approximately $1,118,600. Total rent expense for the year ended December 31, 2015 and Transition 2014 Period, was $279,650and $143,704, respectively. Future minimum lease payments as of December 31, 2015 are as follows: For the Years Ending December 31, 2016 $299,117 2017 308,090 2018 263,129 $870,336 NOTE 13:CAPITAL STRUCTURE In January 2015, the Company completed the closing of an underwritten public offering of 2,300,000 shares of common stock at a public offering priceof $5.00 per share, which included 300,000 shares pursuant to the full exercise of the over-allotment option granted to the underwriters. Net proceeds wereapproximately $10.6 million, after deducting approximately $934,000 in underwriting discounts and commissions and estimated offering expenses payableby the Company. Oppenheimer & Co. Inc. acted as the sole book-running manager of the offering. CRT Capital Group LLC, Maxim Group LLC and MizuhoSecurities USA Inc. acted as co-managers for the offering. The securities were issued by the Company pursuant to a “shelf” registration statement on Form S-3that the Company previously filed with the Securities and Exchange Commission, and a prospectus supplement and an accompanying prospectus relating tothe offering filed in January 2015. Between January 5 and January 12, 2015, the Company issued 22,232 shares of common stock upon the exercise of warrants originally issued in theJune 2013 private placement financing. The exercise price was $3.40 and the Company received $75,589 in proceeds. On January 8, 2015, the Company issued common stock upon exercise of a liability classified June 2013 warrant. The warrant holder utilized a cashlessnet exercise (based on a price of $6.81 per share) of 72,150 warrants with an exercise price of $3.40 and received 36,132 shares of common stock. Asdiscussed in Note 9, the warrant exercise resulted to reducing the fair value of warrants and derivative liability and increasing Additional Paid in Capital by$230,332. As of March 31, 2015, the investors in the August 2014 private placement transaction converted 409,418 shares of Series A Preferred into an equalnumber of shares of common stock, with 1,009,021 shares of Series A Preferred remaining outstanding. On February 2, 2015, the Company issued 3,666 shares of common stock to a third party pursuant to an agreement in consideration for businessadvisory services covering the period from February 1 to April 30, 2015. On May 18, 2015, the Company issued 5,594 shares of common stock upon the vesting of restricted stock units with a total value of approximately$63,709. Between July 22, 2015 and August 25, 2015, the Company issued 2,677 shares of common stock upon exercise of options granted under theCompany’s 2009 Equity Incentive Plan. The option holders utilized a cashless net exercise (based on a common stock price of $3.57, $4.24 and $4.29 pershare on the dates of exercise) of a total of 15,000 stock options with an exercise price ranging between $3.06 and $3.57. F-18  NOTE 14:CONVERTIBLE PREFERRED STOCKOn August 19, 2014, the Company completed a private placement transaction with a small number of sophisticated investors pursuant to which theCompany issued 1,418,439 shares of Series A Convertible Preferred Stock and warrants to purchase up to 1,418,439 shares of common stock. The shares ofSeries A Preferred and warrants were sold in units, with each unit consisting of one share and one warrant, at a purchase price of $3.525 per unit. The Series APreferred is convertible into shares of common stock at an initial conversion rate of 1-for-1 (subject to stock splits, reverse stock splits and similar events) atany time at the discretion of the investor. The exercise price of the warrants is $3.40 per share, and the warrants are exercisable for five years. If the Companygrants, issues or sells any Common Stock equivalents pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then aholder of Series A Preferred or Warrants will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights whichthe holder could have acquired if the holder had held the number of shares of Common Stock acquirable upon conversion of the Series A Preferred or exerciseof the Warrants (without regard to any limitations on conversion). If the Company declares or makes any dividend or other distribution of its assets (or rightsto acquire its assets) to holders of Common Stock, then a holder of Series A Preferred or Warrants is entitled to participate in such distribution to the sameextent as if the holder had held the number of shares of Common Stock acquirable upon complete conversion of the Series A Preferred or exercise of theWarrants (without regard to any limitations on conversion).Gross proceeds to the Company were approximately $5,000,000 excluding transactions costs, fees and expenses. The securities were issued in a privateplacement transaction to a limited number of shareholders in reliance on Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation Dpromulgated under the Securities Act. Each person or entity to whom securities were issued represented that the securities were being acquired for investmentpurposes, for the person’s or entity’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation ofthe Securities Act. NOTE 15:STOCK OPTION PLANS, SHARES RESERVED AND WARRANTS The Company has a 2009 Equity Incentive Plan (the “2009 Plan”). The 2009 Plan provides for the grant of incentive stock options, non-statutory stockoptions, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, and other forms of equity compensation(collectively “stock awards”). In addition, the 2009 Plan provides for the grant of performance cash awards. The initial aggregate number of shares ofcommon stock that may be issued initially pursuant to stock awards under the 2009 Plan was 411,765 shares. The number of shares of common stock reservedfor issuance automatically increase on January 1 of each calendar year, from January 1, 2010 through and including January 1, 2019, by the lesser of (a) 5.0%of the total number of shares of common stock outstanding on December 31 of the preceding calendar year or (b) a lesser number of shares of common stockdetermined by the Company’s board of directors before the start of a calendar year for which an increase applies. On November 3, 2014, the number of sharesreserved for this issuance increased by 1,000,000. At December 31, 2015, the aggregate balance of shares reserved for issuance under the 2009 plan was3,395,217. On January 1, 2016, pursuant to the provisions of the 2009 Plan, 671,583 shares were added to the shares reserved for issuance pursuant to awardsunder the 2009 Plan (see Note 18). On January 23, 2015, the Company issued options to purchase 613,163 shares of common stock to the officers and employees of the Company underthe 2009 Equity Incentive Plan with an exercise price of $5.99 per share. The options will vest over a period of three years. These options were valued usingthe Black-Scholes option pricing model, the expected volatility was approximately 99%, the term was six years, the dividend rate was 0.0% and the risk-freeinterest rate was approximately 1.62%, which resulted in a calculated fair value of $2,881,866. From March 2, 2015 to March 23, 2015, the Company granted options to purchase 180,000 shares of common stock to the new hires of the Companyunder the 2009 Equity Incentive Plan with exercise prices ranging from $6.04 to $6.53 per share. These options will vest over a period of three years and werevalued using a Black Scholes model; the expected volatility was approximately 98%, the term was six years, the dividend rate was 0.0% and the risk-freeinterest rate was approximately 1.9%. The calculated fair value of the options was $867,350. On May 15, 2015, the Company issued options to purchase 60,000 shares of common stock to the non-employee members of the board of directors ofthe Company under the 2009 Equity Incentive Plan with an exercise price of $4.28 per share. The options will vest over a period of three years. These optionswere valued using the Black-Scholes option pricing model, the expected volatility was approximately 69%, the term was six years, the dividend rate was0.0% and the risk-free interest rate was approximately 1.87%, which resulted in a calculated fair value of $160,200. On June 26, 2015, the Company granted options to purchase 55,000 shares of common stock to a consultant of the Company under the 2009 EquityIncentive Plan with an exercise price of $4.29 per share. These options were immediately vested and were valued using a Black Scholes model; the expectedvolatility was approximately 59%, the term was five years, the dividend rate was 0.0% and the risk-free interest rate was approximately 1.8%. The calculatedfair value of the options was $121,000. Similarly, on June 26, 2015, the Company granted options to purchase 20,000 shares of common stock to another consultant of the Company under the2009 Equity Incentive Plan with an exercise price of $4.29 per share. These options shall vest based on the stipulations of the Consulting Agreement andwere valued using the Black Scholes model; the expected volatility was approximately 64%, the term was six years, the dividend rate was 0.0% and the risk-free interest was approximately 2.2%. The calculated fair value of the options was $51,200. In August 2015, options to purchase 12,352 shares expired in accordance with their terms. In November 2015, 33,333 options issued on October 7, 2014 expired in accordance with their terms following the holder’s termination ofemployment, 16,667 vested options remain exercisable through February 4, 2016. The options had an exercise price of $4.41 and a calculated fair value of$3.56 per share as of date of grant. F-19  The following summarizes the stock option activity for the year ended December 31, 2015 and transition period ended December 31, 2014 below: 2009 Equity Incentive Plan Weighted Average Exercise Price Weighted Average Remaining Contract LifeBalance as of March 31, 2014 404,622 $5.83 7.26 years Options Granted 935,100 5.29 9.35 years Options Exercised — — — Options Canceled (100,000) 4.80 — Balance as of December 31, 2014 1,239,722 $5.46 8.42 years Options Granted 933,763 5.78 8.85 years Options Exercised (15,000) 3.29 — Options Canceled (45,685) 5.77 — Balance as of December 31, 2015 2,112,800 $5.60 8.05 years Exercisable at December 31, 2015 1,173,443 $5.56 7.36 years Stock based compensation expense for the year ended December 31, 2015 and transition period ended December 31, 2014 were $2,485,961 and$625,518, respectively. As of December 31, 2015, unrecognized compensation expense related to these stock options was approximately $3.8 million andwill be recorded as compensation expense over the next three years. The aggregate intrinsic value (the difference between the Company’s closing stock price on the last trading day of the year and the exercise price,multiplied by the number of in-the-money options) of 2,112,800 and 1,239,722 stock options outstanding at December 31, 2015 and 2014 wasapproximately $916,000 and $1.4 million, respectively. The aggregate intrinsic value of 1,173,443 and 558,117 stock options exercisable at December 31,2015 and 2014 was approximately $681,000 and $683,000, respectively. The Company has reserved shares of common stock for issuance upon conversion or exercise at December 31, 2015 as follows: Preferred Stock 1,009,021 Warrants 2,306,032 2009 Equity Incentive Plan 3,395,217 Total Shares Reserved 6,710,270 On August 19, 2014, the Company issued warrants to purchase 1,418,439 shares of common stock to a small number of related funds. The warrants werepart of the offering to issue Series A Convertible Preferred Stock (see Note 4). The exercise price of the warrants is $3.40 per share, and the warrants areexercisable for five years from the issuance date. The expiration date of the Old Adamis Warrants was extended two years to November 15, 2017. The following table summarizes warrants outstandingat December 31, 2015: Warrant Shares Exercise Price Per Share Date Issued Expiration DateOld Adamis Warrants 58,824 $8.50 November 15, 2007 November 15, 2017Consultant Warrants 17,647 $3.74 July 11, 2011 July 11, 20162013 Private Placement 597,222 $3.40 - 12.16 June 26, 2013 June 25, 2018Underwriter Warrants 186,000 $7.44 December 12, 2013 December 12, 2018Underwriter Warrants 27,900 $7.44 January 16, 2014 January 16, 2019Aug 2014 Preferred Stock Sale 1,418,439 $3.40 August 19, 2014 August 19, 2019 Total Warrants 2,306,032 F-20  On March 6, 2013, the Company issued restricted stock units (RSUs) of 42,707 shares of common stock to directors, officers and employees of theCompany under the 2009 Equity Incentive Plan. The value of the award per share is $11.39. A portion of the award vests on the first anniversary date ofissuance with the remaining vesting annually in equal amounts over 2 years. The fair value of RSUs is $486,433. On May 18, 2015, 5,594 RSUs vested andwere issued as common stock. The Company recorded compensation expense of $63,686 and $47,764 for the year ended December 31, 2015 and transitionperiod ended December 31, 2014, respectively. Unrecognized compensation expense related to these RSUs as of December 31, 2015 was $15,921, and will berecorded as compensation expense over the next three months. NOTE 16:INCOME TAXES At December 31, 2015, the Company had net operating loss carry forwards of approximately $40 million and $32 million for federal and state purposes,respectively. The net operating loss carry forwards expire through the year 2031. Utilization of the NOL carry forwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred orthat could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the "Code") as well as similar state and foreignprovisions. These ownership changes may limit the amount of NOL carry forwards that can be utilized annually to offset future taxable income and tax,respectively. In general, an "ownership change" as defined by Section 382 of the Code results from a transaction or series of transactions over a three-yearperiod resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. The Companymost likely has experienced various ownership changes, as defined by the Act, as a result of past financings. Accordingly, the Company’s ability to utilizethe aforementioned carry forwards may be limited. Cellegy’s merger with Adamis as described in Note 1, may also impact the ability for the Company toutilize certain of its net operating loss carry forwards. Additionally, U.S. tax laws limit the time during which these carry forwards may be applied againstfuture taxes, therefore, the Company may not be able to take full advantage of these carry forwards for federal income tax purposes. The Company determinedthat the net operating loss carry forwards relating to Cellegy and Biosyn are limited due to the acquisitions, in 2009 and 2004, and has removed theassociated net operating losses from the estimated amount of usable net operating loss carry forwards in its deferred tax assets below, as well as from the totalof net operating loss carry forwards described above. The benefit for income taxes from continuing operations consists of the following for the year ended December 31, 2015 and December 31, 2014: December 31, 2015 December 31, 2014Current $— $— Deferred (5,904,000) (2,367,000)Total (5,904,000) (2,367,000)Change in Valuation Allowance 5,904,000 2,367,000 Tax Benefit, net $— $— At December 31, 2015 and December 31, 2014 the significant components of the deferred tax assets from continuing operations are summarized below: December 31, 2015 December 31, 2014Net Operating Loss Carry forwards $15,486,000 $10,592,090 Stock Compensation 1,601,500 684,000 Fixed Assets 380,900 303,000 Accrued Expenses 296,100 281,000 Gross Deferred Tax Assets 17,764,500 11,860,090 Less Valuation Allowance (17,764,500) (11,860,090)Net Deferred Tax Assets $— $— Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets andliabilities. We have determined at December 31, 2015 and December 31, 2014 that a full valuation allowance would be required against all of our operating losscarry forwards and deferred tax assets that we do not expect to be utilized by deferred tax liabilities. F-21  The following table reconciles our losses from continuing operations before income taxes for the year ended December 31, 2015 and December 31,2014. December 31, 2015 December 31, 2014 Federal Statutory Rate $(4,614,000) 34.00% $(3,167,000) 34.00%State Income Tax, net of Federal Tax (790,000) 5.83% (323,000) 3.63%Permanent Differences 32,000 (0.24%) 411,000 (4.42%)Change in State Rate (532,000) 3.91% — 0.00%Change in Valuation Allowance 5,904,000 (43.50%) 3,079,000 (33.21%)Expected Tax Benefit $— $— Interest and penalties related to uncertain tax positions are recognized as a component of income tax expense. For the tax year ended December 31,2015, the Company recognized no interest or penalties. NOTE 17:TRANSITION PERIOD COMPARATIVE BALANCES UNAUDITED In November 2014, the Board of Directors of the Company determined that, in accordance with its Bylaws and upon the recommendation of its AuditCommittee, the Company’s fiscal year shall begin on January 1 and end on December 31 of each year, starting on January 1, 2015. This resulted in a changein fiscal year end from March 31 to December 31. The required transition period of April 1, 2014 to December 31, 2014 is included in these financialstatements. For comparative purposes, the unaudited consolidated results of operations and comprehensive income for the 12 months ended December 31,2014 are as follows: REVENUE $— SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 5,791,616 RESEARCH AND DEVELOPMENT 3,924,409 Loss from Operations (9,716,025)OTHER INCOME (EXPENSE) Interest Expense (371,708)Gain on Extinguishment of Debt 198,864 Change in Fair Value of Warrant Liability (926,350)Change in Fair Value of Warrant Derivative Liabilities 46,671 Total Other Income (Expense) (1,052,523)Net (Loss) $(10,768,548)Basic and Diluted (Loss) Per Share: Basic (Loss) Per Share $(1.03)Basic Weighted Average Shares Outstanding 10,491,678 Diluted (Loss) Per Share $(1.03)Diluted Weighted Average Shares Outstanding 10,491,678 NOTE 18:SUBSEQUENT EVENTS On January 1, 2016, the number of shares reserved for the issuance of stock awards covered by the 2009 Equity Incentive Plan (Note 15) increased to anaggregate of 4,066,800, after adding 671,583 shares. F-22  Between January 7 and February 26, 2016, the Company issued common stock upon exercise of an investor warrant. The warrant holder exercised forcash at an exercise price of $3.40 per share. The Company received a total of approximately $89,000 and the warrant holder received 26,144 shares ofcommon stock. On January 25, 2016, the Company issued options to purchase 1,005,697 shares of common stock to the officers and employees of the Company underthe 2009 Equity Incentive Plan with an exercise price of $4.10 per share. The options were granted based on a guideline and not for performance during theyear ended December 31, 2015 and will vest over a period of three years. These options were valued using the Black-Scholes option pricing model, theexpected volatility was approximately 60% and the risk-free interest rate was approximately 1.7%, which resulted in a calculated fair value of $2,313,103.The Board of Directors also approved a total of $478,274 in cash bonus to the Company’s officers and employees with respect to performance during theperiod ended December 31, 2015. The amount of bonus was paid in January 2016 but was accrued and expensed during the period ended December 31, 2015. On January 26, 2016, the Company completed a private placement transaction with a small number of accredited investors pursuant to which theCompany issued 1,183,432 shares of Series A-1 Convertible Preferred Stock and warrants to purchase up to 1,183,432 shares of common stock or Series A-1Convertible Preferred Stock. The shares of Series A-1 Preferred and warrants were sold in units, with each unit consisting of one share and one warrant, at apurchase price of $4.225 per unit. The Series A-1 Preferred is convertible into shares of common stock at an initial conversion rate of 1-for-1 (subject to stocksplits, reverse stock splits and similar events) at any time at the discretion of the investor. The exercise price of the warrants is $4.10 per share, and thewarrants are exercisable for five years. If the Company grants, issues or sells any Common Stock equivalents pro rata to the record holders of any class ofshares of Common Stock (the “Purchase Rights”), then a holder of Series A-1 Preferred or Warrants will be entitled to acquire, upon the terms applicable tosuch Purchase Rights, the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of Common Stockacquirable upon conversion of the Series A-1 Preferred or exercise of the Warrants (without regard to any limitations on conversion). If the Company declaresor makes any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Stock, then a holder of Series A-1 Preferred orWarrants is entitled to participate in such distribution to the same extent as if the holder had held the number of shares of Common Stock acquirable uponcomplete conversion of the Series A-1 Preferred or exercise of the Warrants (without regard to any limitations on conversion). Gross proceeds to the Companywere approximately $5,000,000 excluding transactions costs, fees and expenses. In accordance with the transaction agreements, the Company filed aregistration statement with the Securities and Exchange Commission within 60 days of the closing date to register the resale from time to time of shares ofcommon stock underlying the Series A-1 Preferred and the warrants. In February 2016, the Company issued 1,258 shares of common stock upon exercise of options granted under the Company’s 2009 Equity IncentivePlan. The option holder utilized a cashless net exercise (based on a common stock price of $4.77 per share on the date of exercise) of a total of 16,667 stockoptions with an exercise price of $4.41. F-23 ADAMIS PHARMACEUTICALS CORPORATION 10-K Exhibit 10.19 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is dated as of December 31, 2015 (the “Effective Date”) and is entered intoby and between Adamis Pharmaceuticals Corporation, a Delaware corporation (“Company”), and Dennis J. Carlo, Ph.D. (“Executive”). RECITALS A. Executive is currently employed by the Company as its President and Chief Executive Officer. B. Executive and the Company are currently parties to an Employment Agreement dated November 9, 2010 (the “Prior Agreement”). C. The Company and Executive desire to formally restate the terms and conditions of Executive’s employment by the Company and toprovide Executive with certain benefits upon a qualifying termination of such employment. D. The Company desires to continue to employ Executive in the executive capacity hereinafter stated, and the Executive desires to continuein the employ of the Company in such capacity for the period and with the terms and conditions set forth herein. E. This Agreement shall supersede and completely replace the Prior Agreement as of the Effective Date. AGREEMENT NOW, THEREFORE, in consideration of the promises and the covenants set forth in this Agreement and for other valuable consideration, theparties hereby agree as follows: 1. Employment. The Company hereby employs Executive as President and Chief Executive Officer, assigned with responsibilities to do andperform all services, acts, or things necessary or advisable to manage and conduct the business of the Company, subject at all times to the policies set by theBoard of Directors of the Company (the “Board”), and to the consent of the Board when required by the terms of this contract. Executive hereby accepts suchemployment and agrees to devote such time and energies as appropriate to fulfill all responsibilities to the Company. Executive shall be employed at will. 2. Compensation. In consideration for all services rendered by Executive under this Agreement, Executive shall receive the compensationdescribed in this Section 2. All such compensation shall be paid subject to appropriate tax withholding and similar deductions. (a) Salary. Executive shall be paid an initial annual salary of $550,000, payable in equal installments in accordance with theCompany’s normal salary and wages practices, but not less than 24 increments annually. 1 (b) Executive Benefit and Incentive Compensation Plans. During employment hereunder, Executive shall be entitled to receive thosebenefits which are routinely made available to executive officers of the Company, including participation in any executive stock ownership plan, profitsharing plan, incentive compensation or bonus plan, retirement plan, Company-provided life insurance, or similar executive benefit plans maintained orsponsored by the Company. The Company shall not take any action that would materially diminish the aggregate value of Executive’s fringe benefits as theyexist as of the Effective Date of this Agreement or as the same may be increased from time to time, except for actions taken with respect to officers oremployees generally. (c) Expense Reimbursement. The Company shall promptly reimburse Executive for all reasonable expenses necessarily incurredduring conduct of Company business, and for which adequate documentation is presented, but in no event later than December 31 of the year following theyear in which the expense was incurred. Furthermore, if any reimbursements or in-kind benefits provided by the Company pursuant to this Agreement wouldconstitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such reimbursements or in-kind benefits shall be subject to the following rules: (i) the amounts to be reimbursed, or the in-kind benefits to be provided, shall be determined pursuant tothe terms of the applicable benefit plan, policy or agreement and shall be limited to Executive’s lifetime and the lifetime of Executive’s eligible dependents;(ii) the amounts eligible for reimbursement, or the in-kind benefits provided, during any calendar year may not affect the expenses eligible for reimbursement,or the in-kind benefits provided, in any other calendar year; (iii) any reimbursement of an eligible expense shall be made on or before the earlier of (A) thelast day of the calendar month following the calendar month in which the expense report and any required documentation were submitted or (B) the last dayof the calendar year following the calendar year in which the expense was incurred; and (iv) Executive’s right to an in-kind benefit or reimbursement is notsubject to liquidation or exchange for cash or another benefit. (d) Personal Time Off. Executive shall be entitled to paid time off in accordance with the Company’s policies applicable toexecutives. 3. Termination. Executive’s employment may be terminated as follows, with the following effects: (a) Death. Executive’s employment shall terminate immediately upon the Executive’s death, in which event the Company’s onlyobligations hereunder shall be to pay all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurredby the Executive prior to the date of his death. If Executive’s employment ceases as a result of death, then all unvested options to purchase common stock,par value $0.001, of the Company (“Common Stock”) held by Executive as of the date of Executive’s death shall immediately terminate and becomeunexercisable and all vested options held by Executive as of the date of Executive’s death shall remain exercisable until the one year anniversary of the dateof cessation of service. (b) Disability. In the event the Executive is disabled from performing his assigned duties under this Agreement due to illness or injuryfor a period in excess of sixty2 (60) consecutive days or a period or periods of more than one hundred and twenty (120) days in the aggregate in any twelve month period, the Board, in itssole discretion, may terminate Executive’s employment immediately upon written notice to Executive, in which event the Company’s only obligationshereunder shall be to pay all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred by theExecutive prior to the effective date of termination. If Executive’s employment ceases as a result of disability, then all unvested options to purchase CommonStock held by Executive on the date of Executive’s termination shall immediately terminate and become unexercisable and all vested options held byExecutive on the date of Executive’s termination shall remain exercisable until the one year anniversary of the date of cessation of service. (c) For Cause. The Company may terminate Executive’s employment for Cause immediately upon written notice from the Board toExecutive. For purposes of this Agreement, “Cause” means the occurrence of any one or more of the following: (i) Executive’s conviction of or plea of nolocontendere to any felony crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) Executive’sattempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) Executive’s intentional, material violation of anycontract or agreement between Executive and the Company or of any statutory duty owed to the Company; (iv) Executive’s unauthorized use or disclosure ofthe Company’s confidential information or trade secrets; or (v) Executive’s gross misconduct. In the event Executive’s employment is terminated for Cause,the Company shall have no further obligations to Executive other than to pay all compensation and expense reimbursements owing for services rendered andreasonable business expenses incurred by Executive prior to the effective date of such termination. If Executive’s employment ceases as a result of atermination for Cause, then all options (unvested and vested) to purchase Common Stock held by Executive on the date of his termination shall immediatelyterminate. (d) Without Cause. The Company in its sole discretion may terminate Executive’s employment without Cause (as defined above)immediately upon written notice from the Board to Executive. In such event, if such termination occurs prior to, or more than thirteen (13) months following,the effective date of a Change in Control (as defined in Section 4(c) below), the Company shall pay to Executive all compensation and expensereimbursements owing for services rendered and reasonable business expenses incurred by Executive prior to the effective date of termination, and providedsuch termination is a “separation from service” as such term is defined in Code Section 409A(a)(2)(A)(i) and the applicable guidance thereunder, contingentupon Executive’s delivery to the Company of an effective Release and Waiver as provided in Section 3(e) below, the Company shall also provide thefollowing benefits to Executive: (i) severance consisting of continued payment of Executive’s base salary at the rate in effect as of the effective date oftermination, less standard deductions and withholdings, for a period of eighteen (18) months following the effective date of termination, to be paid inaccordance with the Company’s normal payroll practices; (ii) to the extent that Executive is eligible to continue medical benefits under COBRA and upontimely election by Executive complying with COBRA and to the extent it does not result in a penalty to the Company, reimbursement by the Company,within thirty (30) days of the Company’s receipt of evidence of Executive’s payment for the prior month, of the Company’s portion of the premiums requiredto continue Executive’s medical, dental and vision insurance coverage pursuant to COBRA, for a period of eighteen (18) months following the date oftermination (with Executive being 3 responsible to pay that amount of the portion of the premiums, if any, that Executive would have been responsible to pay if Executive had remained anemployee during such period) or, if earlier, the date that Executive accepts full time employment with another employer; and (iii) immediate acceleration ofthe vesting of all options to purchase Common Stock granted to Executive prior to the effective date of such termination (the “Options”) such that Executiveshall be deemed vested as to the same number of shares as if Executive had continued to be employed by the Company for a period of eighteen (18) monthsfollowing the effective date of such termination and all vested options held by Executive shall remain exercisable until the one year anniversary of the dateof cessation of service. As a condition to receiving the continuing benefits specified in this Section 3(d), to the maximum extent permitted by applicable law,during the eighteen (18) month period following the Executive’s termination date, Executive shall not engage in any employment or business activity that isdirectly competitive with the Company’s business activities as of such termination date and Executive shall not induce any employee of the Company toleave the employ of the Company. Each payment under this Section 3(d) shall be considered a separate payment and not one of a series of payments for CodeSection 409A. Subject to Section 5, any amount due to Executive pursuant to this Section 3(d) during the 60-day period following Executive’s terminationwithout Cause shall be paid to Executive in a single lump sum on the first payroll date immediately after the end of the 60-day period. (e) Release and Waiver. As a condition to receiving the benefits specified in Sections 3(d) and 4(b) of this Agreement, Executive mustdeliver to the Company a waiver and release of claims in the form attached hereto as Exhibit A (the “Release and Waiver”) within the time frame set forththerein, but in no event later than sixty (60) days following the Executive’s termination date, and any applicable revocation period must expire during the60-day period following Executive’s termination as described in Section 3(d) or 4(b) without Executive revoking such release. (f) Voluntary Termination by Executive. Executive may terminate his employment hereunder at any time, whether with or withoutcause, effective sixty (60) days after delivery of written notice of such termination to the Company, except for Executive’s Emergency Need. “EmergencyNeed”, as used in this Section, is defined to be the advent of illness or related health issues in Executive or his immediate family which a medical doctorwould conclude poses a mortal health risk to that person. The Company shall have the option, in its sole discretion, to specify an earlier termination date thanthat provided by Executive in the written notice. Upon voluntary termination pursuant to this Section, the Company shall have no further obligations toExecutive other than to pay all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred byExecutive prior to effective date of termination as determined by the Company. If Executive voluntarily terminates Executive’s employment, then allunvested options to purchase Common Stock of the Company held by Executive as of the date of Executive’s termination shall immediately terminate andbecome unexercisable and all vested options held by Executive as of the date of Executive’s termination shall remain exercisable for six (6) months from thedate of the voluntary termination. (g) Resignation as a Director. In the event of any termination of employment pursuant to this Agreement, Executive shall be deemedto have resigned voluntarily from the Board and any Committee of the Board, and from the board of directors (and any 4 committee thereof) of all subsidiaries of the Company, upon the effective date of termination or such earlier date as may be agreed in writing between theCompany and Executive, and Executive’s signature on this Agreement shall, without the need to any further action, constitute Executive’s resignation fromsuch boards of directors in such circumstance. (h) Returning Company Documents. In the event of any termination of Executive’s employment hereunder, Executive shall, prior toor on such termination deliver to the Company (and will not maintain possession of or deliver to anyone else) any and all devices, records, data, data basessoftware, software documentation, laboratory notebooks, notes, reports, proposals, lists, customer lists, correspondence, specifications, drawings, blueprints,sketches, materials, equipment, other documents or property, or reproductions of any of the above aforementioned items belonging to the Company, itssuccessors or assigns. 4. Change in Control. (a) Option Acceleration Upon a Change in Control. Effective immediately upon the closing of a Change in Control (as definedbelow), the vesting of all of the then unvested shares of Common Stock subject to the Options shall be accelerated in full and the Options shall become fullyvested and immediately exercisable as to such additional vested shares (and, if any Options have been early exercised by Executive, the reacquisition orrepurchase rights held by the Company with respect to the shares of Common Stock subject to such acceleration shall lapse in full, as appropriate). (b) Benefits Upon Termination. Notwithstanding anything herein to the contrary, in the event that Executive’s employment by theCompany is terminated without Cause (as defined above) or Executive terminates his employment for Good Reason (as defined below) within thirteen (13)months following, the effective date of a Change in Control (as defined below), contingent upon Executive’s delivery to the Company of a fully effectiveRelease and Waiver as provided in Section 3(e) and provided such termination is a “separation from service” as such term is defined in Code Section 409A(a)(2)(A)(i), the Executive shall be entitled to the benefits and payments specified in Sections 3(d)(i) and 3(d)(ii) above, and the vesting of the unvested shares ofCommon Stock subject to the Options shall immediately accelerate in full such that the Options shall become fully vested and exercisable with respect to allof the shares of Common Stock subject to such Options (and, if any Options have been early exercised by Executive, the reacquisition or repurchase rightsheld by the Company with respect to the shares of Common Stock subject to such acceleration shall lapse in full, as appropriate). Any amounts owedpursuant to this Section 4(b) shall be paid in accordance with Section 3(d) of this Agreement; provided, however, that if the Change in Control constitutes a“change in control event” under Code Section 409A, any amounts owed as specified in Section 3(d)(i) shall instead be paid in a single lump sum on the firstpayroll date immediately after the 60th day following the termination of Executive’s employment. (c) Change in Control. “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of anyone or more of the following events: 5 (i) any Exchange Act Person (as defined below) becomes the beneficial owner, directly or indirectly, of securities of theCompany representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of amerger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of theacquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series ofrelated transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because thelevel of beneficial ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstandingvoting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, providedthat if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and aftersuch share acquisition, the Subject Person becomes the beneficial owner of any additional voting securities that, assuming the repurchase or other acquisitionhad not occurred, increases the percentage of the then outstanding voting securities beneficially owned by the Subject Person over the designated percentagethreshold, then a Change in Control shall be deemed to occur (for purposes of this Section 4(c), “Exchange Act Person” means any natural person, entity or“group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), except that “Exchange ActPerson” shall not include (A) the Company or any subsidiary of the Company, (B) any employee benefit plan of the Company or any subsidiary of theCompany or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, (C) anunderwriter temporarily holding securities pursuant to an offering of such securities, (D) an entity beneficially owned, directly or indirectly, by thestockholders of the Company in substantially the same proportions as their beneficial ownership of stock of the Company; or (E) any natural person, entity or“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the date of this Agreement, is the beneficial owner, directly orindirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstandingsecurities); (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do notbeneficially own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstandingvoting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstandingvoting power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportionsrelative to each other as their beneficial ownership of the outstanding voting securities of the Company immediately prior to such transaction; (iii) the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of theCompany, or a complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation; 6 (iv) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidatedassets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of theCompany and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are beneficiallyowned by stockholders of the Company in substantially the same proportions relative to each other as their beneficial ownership of the outstanding votingsecurities of the Company immediately prior to such sale, lease, license or other disposition; or (v) individuals who, on the date of this Agreement, are members of the Board (the “Incumbent Board”) cease for any reason toconstitute at least a majority of the members of the Board; (provided, however, that if the appointment or election (or nomination for election) of any newBoard member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, forpurposes of the Plan, be considered as a member of the Incumbent Board). (d) Good Reason. “Good Reason” for the Executive to terminate the Executive’s employment hereunder shall mean the occurrence ofany of the following events without the Executive’s consent: (i) a material adverse change in the nature of the Executive’s authority, duties or responsibilities, as they exist on theEffective Date of this Agreement; (ii) a material adverse change in the Executive’s reporting level requiring that the Executive report to a corporate officer orexecutive instead of reporting directly to the Board; (iii) the relocation of the Company’s executive offices or principal business location to a point more than sixty (60) miles fromtheir location as of the Effective Date of this Agreement; or (iv) a material reduction by the Company of the Executive’s base salary as initially set forth herein or as the same may beincreased from time to time, except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all orsubstantially all senior officers of the Company and does not exceed 15% of Executive’s base salary. Provided however that, such termination by the Executive shall only be deemed for Good Reason pursuant to the foregoing definition if: (i) the Executivegives the Company written notice of the intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that theExecutive believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy such condition(s) within thirty(30) days following receipt of the written notice (the “Cure Period”); and (iii) the Executive terminates employment within thirty (30) days following the endof the Cure Period. 7 5. Application of Internal Revenue Code Section 409A. (a) Notwithstanding anything to the contrary contained in this Agreement, if any payment orreimbursement, or the provision of any benefit under this Agreement that is paid or provided upon Executive’s “separation from service” with the Companywithin the meaning of Code Section 409A(a)(2)(A)(i) would constitute a “deferral of compensation” under Code Section 409A and Executive is a “specifiedemployee” (as determined pursuant to procedures adopted by the Company in compliance with Code Section 409A) on the date of Executive’s “separationfrom service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i), Executive will receive payment or reimbursement of such amounts orthe provision of such benefits upon the earlier of (i) the first day of the seventh month following the date of Executive’s “separation from service” with theCompany within the meaning of Section 409A(a)(2)(A)(i) of the Code or (ii) Executive’s death. (b) To the extent applicable, it is intended that this Agreement comply with the provisions of Code Section 409A, so that the incomeinclusion provisions of Code Section 409A(a)(1) do not apply to Executive. This Agreement shall be administered in a manner consistent with this intent.Reference to Code Section 409A is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any otherformal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. 6. Code Section 280G. If any payment or benefit Executive would receive pursuant to a Corporate Transaction from the Company or otherwise(“Payment”) would (i) constitute a “parachute payment” within the meaning of Code Section 280G, and (ii) but for this sentence, be subject to the excise taximposed by Code Section 4999 (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Payment are paid toExecutive, which of the following two amounts would maximize Executive’s after-tax proceeds: (i) payment in full of the entire amount of the Payment (a“Full Payment”), or (ii) payment of only a part of the Payment so that Executive receives the largest payment possible without the imposition of the ExciseTax (a “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstandingthat all or some portion of the Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a ReducedPayment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (allcomputed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of suchstate and local taxes). If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, andExecutive shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits shalloccur in the following order: reduction of cash payments, cancellation of accelerated vesting of stock awards, and reduction of other benefits. In the eventthat acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of thedate of grant unless Executive elects in writing a different order for cancellation. The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date ofthe Corporate Transaction shall make all determinations required to be made under this Section 6. If the independent registered public accounting firm soengaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Corporate Transaction, the Company shallappoint a 8 different nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear allexpenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. The independentregistered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supportingdocumentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (ifrequested at that time by the Company or Executive) or at such other time as requested by the Company. If the independent registered public accounting firmdetermines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish theCompany and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any goodfaith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. 7. Conflict of Interest. During the Employment Period, Executive shall devote such time and energies as appropriate to fulfill allresponsibilities to the Company in the capacity set forth in Section 1. Executive shall be free to pursue business activities which do not interfere with theperformance of his duties and responsibilities under this Agreement; provided, however, Executive shall not engage in any outside business activity whichinvolves actual or potential competition with the business of the Company, except with the written consent of the Board. 8. Executive Benefit Plans. All of the Executive benefit plans referred to or contemplated by this Agreement shall be governed solely by theterms of the underlying plan documents and applicable law. Nothing in this Agreement shall impair the Company’s right to amend, modify, replace, andterminate any and all such plans in its sole discretion as provided by law. This Agreement is for the sole benefit of Executive and the Company, and is notintended to create an Executive benefit plan or to modify existing terms of existing plans. 9. Assignment. This Agreement may not be assigned by Executive. This Agreement shall bind and inure to the benefit of the Company’ssuccessors and assigns, as well as Executive’s heirs, executors, administrators, and legal representatives. The Company shall obtain from any successor, beforethe succession takes place, an agreement to assume the obligations and perform all of the terms and conditions of this Agreement. 10. Notices. All notices required by this Agreement may be delivered by first class mail at the following addresses: To Company: Adamis Pharmaceuticals Corporation11682 El Camino Real, Suite 300San Diego, CA 92130 To Executive: Dennis J. CarloP.O. Box 1176Rancho Santa Fe, CA 92067 9 11. Amendment. This Agreement may be modified only by written agreement signed by both the Company and Executive. 12. Choice of Law; Arbitration. This Agreement shall be governed by the laws of the State of California, without regard to choice of lawprinciples. To provide a mechanism for rapid and economical dispute resolution, Executive and the Company agree that any and all disputes, claims, orcauses of action, in law or in equity, arising from or relating to this Agreement (including the Release and Waiver) and its enforcement, performance, breachor interpretation, will be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration before a single arbitrator held in SanDiego, California and conducted by the American Arbitration Association (“AAA”), under its then-existing rules and procedures. The parties shall be entitledto conduct adequate discovery, and they may obtain all remedies available to the parties as if the matter had been tried in court. The arbitrator shall issue awritten decision which specifies the findings of fact and conclusions of law on which the arbitrator’s decision is based. Judgment upon the award rendered bythe arbitrator may be entered by any court having jurisdiction thereof. Unless a different allocation is required by law, the parties shall each pay one-half ofall fees and costs of the arbitration. Punitive damages shall not be awarded. Unless otherwise required by law, the arbitrator will award reasonable expenses(including reimbursement of the assigned arbitration costs) to the prevailing party. Nothing in this Section or in this Agreement is intended to prevent eitherExecutive or the Company from obtaining injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending the conclusion of anysuch arbitration. Notwithstanding the above, both Executive and the Company retain the right to seek or obtain, and shall not be prohibited, limited or in anyother way restricted from seeking or obtaining, equitable relief from a court having jurisdiction over the parties in order to enforce the nonsolicitation andnoncompetition provisions of this Agreement or any disputes or claims relating to or arising out of the misuse or misappropriation of the Company’sintellectual property. 13. Partial Invalidity. In the event any provision of this Agreement is void or unenforceable, the remaining provisions shall continue in fullforce and effect. 14. Waiver. No waiver of any breach of this Agreement shall constitute a waiver of any subsequent breach. 15. Complete Agreement. As of the Effective Date, this Agreement, together with the stock option agreements and equity incentive plansgoverning the Options, constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes any and all prior orcontemporaneous oral and written agreements or understandings between the parties, including the Prior Agreement. 16. Headings. Headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of thisAgreement for any other purpose. 17. Miscellaneous. Executive acknowledges full understanding of the matters set forth herein and the obligations undertaken upon theexecution hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 10 IN WITNESS WHEREOF, the parties have executed this EXECUTIVE EMPLOYMENT AGREEMENT as of the date first written above. ADAMIS PHARMACEUTICALS CORPORATION By: /s/ David J. Marguglio Name: David J. Marguglio Title: Senior Vice President, Director EXECUTIVE: By: /s/ Dennis J. Carlo Name: Dennis J. Carlo 11 EXHIBIT A RELEASE AND WAIVER OF CLAIMS In consideration of the payments and other benefits set forth in the Executive Employment Agreement dated December 31, 2015 (the “EmploymentAgreement”), to which this form is attached, I, Dennis J. Carlo, hereby furnish Adamis Pharmaceuticals Corporation (the “Company”), with the followingrelease and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally andcompletely release the Company and its directors, officers, executives, shareholders, partners, agents, attorneys, predecessors, successors, parent andsubsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are inany way related to events, acts, conduct, or omissions occurring prior to my signing this Release and Waiver. This general release includes, but is not limitedto: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to mycompensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severancepay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, andbreach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotionaldistress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims fordiscrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americanswith Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment andHousing Act (as amended). Nothing in this Release and Waiver shall be deemed to require the waiver or release of any claim that may not be released orwaived under applicable federal or state law. I also acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does notextend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him orher must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that sectionand any law of any jurisdiction of similar effect with respect to any claims I may have against the Company. I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing andvoluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive ofthe Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waivergranted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney priorto executing this Release and Waiver; (c) I have twenty-one (21) days from the date of termination of my employment with the A-1 Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7)days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not beeffective until the seven (7) day revocation period has expired unexercised and no benefits will be paid unless and until this Release and Waiver has becomeeffective. In the event that this Release and Waiver is requested in connection with an exit incentive or other employment termination program offered to agroup or class of employees, I have forty-five (45) days to consider this Release and Waiver and I shall be provided with the information required by 29U.S.C. Section 626 (f)(1)(H). This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me withregard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release andWaiver may only be modified by a writing signed by both me and a duly authorized member of the Board of Directors of the Company. Date: A-2ADAMIS PHARMACEUTICALS CORPORATION 10-K Exhibit 10.20 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is dated as of December 31, 2015 (the “Effective Date”) and is entered intoby and between Adamis Pharmaceuticals Corporation, a Delaware corporation (“Company”), and David J. Marguglio (“Executive”). RECITALS A. Executive is currently employed by the Company as its Senior Vice President, Corporate Development. B. Executive and the Company are currently parties to an Employment Agreement dated November 9, 2010 (the “Prior Agreement”). C. The Company and Executive desire to formally restate the terms and conditions of Executive’s employment by the Company and to provideExecutive with certain benefits upon a qualifying termination of such employment. D. The Company desires to continue to employ Executive in the executive capacity hereinafter stated, and the Executive desires to continue inthe employ of the Company in such capacity for the period and with the terms and conditions set forth herein. E. This Agreement shall supersede and completely replace the Prior Agreement as of the Effective Date. AGREEMENT NOW, THEREFORE, in consideration of the promises and the covenants set forth in this Agreement and for other valuable consideration, theparties hereby agree as follows: 1. Employment. The Company hereby employs Executive as Senior Vice President, Corporate Development, assigned with responsibilities todo and perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company, subject at all times to the policies setby the Board of Directors of the Company (the “Board”), and to the consent of the Board when required by the terms of this contract. Executive herebyaccepts such employment and agrees to devote such time and energies as appropriate to fulfill all responsibilities to the Company. Executive shall beemployed at will. 2. Compensation. In consideration for all services rendered by Executive under this Agreement, Executive shall receive the compensationdescribed in this Section 2. All such compensation shall be paid subject to appropriate tax withholding and similar deductions. (a) Salary. Executive shall be paid an initial annual salary of $300,000, payable in equal installments in accordance with theCompany’s normal salary and wages practices, but not less than 24 increments annually. 1 (b) Executive Benefit and Incentive Compensation Plans. During employment hereunder, Executive shall be entitled to receive thosebenefits which are routinely made available to executive officers of the Company, including participation in any executive stock ownership plan, profitsharing plan, incentive compensation or bonus plan, retirement plan, Company-provided life insurance, or similar executive benefit plans maintained orsponsored by the Company. The Company shall not take any action that would materially diminish the aggregate value of Executive’s fringe benefits as theyexist as of the Effective Date of this Agreement or as the same may be increased from time to time, except for actions taken with respect to officers oremployees generally. (c) Expense Reimbursement. The Company shall promptly reimburse Executive for all reasonable expenses necessarily incurredduring conduct of Company business, and for which adequate documentation is presented, but in no event later than December 31 of the year following theyear in which the expense was incurred. Furthermore, if any reimbursements or in-kind benefits provided by the Company pursuant to this Agreement wouldconstitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such reimbursements or in-kind benefits shall be subject to the following rules: (i) the amounts to be reimbursed, or the in-kind benefits to be provided, shall be determined pursuant tothe terms of the applicable benefit plan, policy or agreement and shall be limited to Executive’s lifetime and the lifetime of Executive’s eligible dependents;(ii) the amounts eligible for reimbursement, or the in-kind benefits provided, during any calendar year may not affect the expenses eligible for reimbursement,or the in-kind benefits provided, in any other calendar year; (iii) any reimbursement of an eligible expense shall be made on or before the earlier of (A) thelast day of the calendar month following the calendar month in which the expense report and any required documentation were submitted or (B) the last dayof the calendar year following the calendar year in which the expense was incurred; and (iv) Executive’s right to an in-kind benefit or reimbursement is notsubject to liquidation or exchange for cash or another benefit. (d) Personal Time Off. Executive shall be entitled to paid time off in accordance with the Company’s policies applicable toexecutives. 3. Termination. Executive’s employment may be terminated as follows, with the following effects: (a) Death. Executive’s employment shall terminate immediately upon the Executive’s death, in which event the Company’s onlyobligations hereunder shall be to pay all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurredby the Executive prior to the date of his death. If Executive’s employment ceases as a result of death, then all unvested options to purchase common stock,par value $0.001, of the Company (“Common Stock”) held by Executive as of the date of Executive’s death shall immediately terminate and becomeunexercisable and all vested options held by Executive as of the date of Executive’s death shall remain exercisable until the one year anniversary of the dateof cessation of service. 2 (b) Disability. In the event the Executive is disabled from performing his assigned duties under this Agreement due to illness or injuryfor a period in excess of sixty (60) consecutive days or a period or periods of more than one hundred and twenty (120) days in the aggregate in any twelvemonth period, the Board, in its sole discretion, may terminate Executive’s employment immediately upon written notice to Executive, in which event theCompany’s only obligations hereunder shall be to pay all compensation and expense reimbursements owing for services rendered and reasonable businessexpenses incurred by the Executive prior to the effective date of termination. If Executive’s employment ceases as a result of disability, then all unvestedoptions to purchase Common Stock held by Executive on the date of Executive’s termination shall immediately terminate and become unexercisable and allvested options held by Executive on the date of Executive’s termination shall remain exercisable until the one year anniversary of the date of cessation ofservice. (c) For Cause. The Company may terminate Executive’s employment for Cause immediately upon written notice from the Board toExecutive. For purposes of this Agreement, “Cause” means the occurrence of any one or more of the following: (i) Executive’s conviction of or plea of nolocontendere to any felony crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) Executive’sattempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) Executive’s intentional, material violation of anycontract or agreement between Executive and the Company or of any statutory duty owed to the Company; (iv) Executive’s unauthorized use or disclosure ofthe Company’s confidential information or trade secrets; or (v) Executive’s gross misconduct. In the event Executive’s employment is terminated for Cause,the Company shall have no further obligations to Executive other than to pay all compensation and expense reimbursements owing for services rendered andreasonable business expenses incurred by Executive prior to the effective date of such termination. If Executive’s employment ceases as a result of atermination for Cause, then all options (unvested and vested) to purchase Common Stock held by Executive on the date of his termination shall immediatelyterminate. (d) Without Cause. The Company in its sole discretion may terminate Executive’s employment without Cause (as defined above)immediately upon written notice from the Board to Executive. In such event, if such termination occurs prior to, or more than thirteen (13) months following,the effective date of a Change in Control (as defined in Section 4(c) below), the Company shall pay to Executive all compensation and expensereimbursements owing for services rendered and reasonable business expenses incurred by Executive prior to the effective date of termination, and providedsuch termination is a “separation from service” as such term is defined in Code Section 409A(a)(2)(A)(i) and the applicable guidance thereunder, contingentupon Executive’s delivery to the Company of an effective Release and Waiver as provided in Section 3(e) below, the Company shall also provide thefollowing benefits to Executive: (i) severance consisting of continued payment of Executive’s base salary at the rate in effect as of the effective date oftermination, less standard deductions and withholdings, for a period of nine (9) months following the effective date of termination, to be paid in accordancewith the Company’s normal payroll practices; (ii) to the extent that Executive is eligible to continue medical benefits under COBRA and upon timelyelection by Executive complying with COBRA and to the extent it does not result in a penalty to the Company, reimbursement by the Company, withinthirty (30) days of the Company’s receipt of evidence of Executive’s payment for the prior month, of the Company’s portion of the premiums required tocontinue Executive’s medical, dental and vision insurance coverage pursuant to COBRA, for a period of nine (9) months following the date of termination(with Executive being responsible to pay that amount 3 of the portion of the premiums, if any, that Executive would have been responsible to pay if Executive had remained an employee during such period) or, ifearlier, the date that Executive accepts full time employment with another employer; and (iii) immediate acceleration of the vesting of all options to purchaseCommon Stock granted to Executive prior to the effective date of such termination (the “Options”) such that Executive shall be deemed vested as to the samenumber of shares as if Executive had continued to be employed by the Company for a period of nine (9) following the effective date of such termination andall vested options held by Executive shall remain exercisable until the one year anniversary of the date of cessation of service. As a condition to receiving thecontinuing benefits specified in this Section 3(d), to the maximum extent permitted by applicable law, during the nine (9) month period following theExecutive’s termination date, Executive shall not engage in any employment or business activity that is directly competitive with the Company’s businessactivities as of such termination date and Executive shall not induce any employee of the Company to leave the employ of the Company. Each paymentunder this Section 3(d) shall be considered a separate payment and not one of a series of payments for Code Section 409A. Subject to Section 5, any amountdue to Executive pursuant to this Section 3(d) during the 60-day period following Executive’s termination without Cause shall be paid to Executive in asingle lump sum on the first payroll date immediately after the end of the 60-day period. (e) Release and Waiver. As a condition to receiving the benefits specified in Sections 3(d) and 4(b) of this Agreement, Executive mustdeliver to the Company a waiver and release of claims in the form attached hereto as Exhibit A (the “Release and Waiver”) within the time frame set forththerein, but in no event later than sixty (60) days following the Executive’s termination date, and any applicable revocation period must expire during the60-day period following Executive’s termination as described in Section 3(d) or 4(b) without Executive revoking such release. (f) Voluntary Termination by Executive. Executive may terminate his employment hereunder at any time, whether with or withoutcause, effective thirty (30) days after delivery of written notice of such termination to the Company, except for Executive’s Emergency Need. “EmergencyNeed”, as used in this Section, is defined to be the advent of illness or related health issues in Executive or his immediate family which a medical doctorwould conclude poses a mortal health risk to that person. The Company shall have the option, in its sole discretion, to specify an earlier termination date thanthat provided by Executive in the written notice. Upon voluntary termination pursuant to this Section, the Company shall have no further obligations toExecutive other than to pay all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred byExecutive prior to effective date of termination as determined by the Company. If Executive voluntarily terminates Executive’s employment, then allunvested options to purchase Common Stock of the Company held by Executive as of the date of Executive’s termination shall immediately terminate andbecome unexercisable and all vested options held by Executive as of the date of Executive’s termination shall remain exercisable for six (6) months from thedate of the voluntary termination. (g) Resignation as a Director. In the event of any termination of employment pursuant to this Agreement, Executive shall be deemedto have resigned voluntarily from the Board and any Committee of the Board, and from the board of directors (and any 4 committee thereof) of all subsidiaries of the Company, upon the effective date of termination or such earlier date as may be agreed in writing between theCompany and Executive, and Executive’s signature on this Agreement shall, without the need to any further action, constitute Executive’s resignation fromsuch boards of directors in such circumstance. (h) Returning Company Documents. In the event of any termination of Executive’s employment hereunder, Executive shall, prior toor on such termination deliver to the Company (and will not maintain possession of or deliver to anyone else) any and all devices, records, data, data basessoftware, software documentation, laboratory notebooks, notes, reports, proposals, lists, customer lists, correspondence, specifications, drawings, blueprints,sketches, materials, equipment, other documents or property, or reproductions of any of the above aforementioned items belonging to the Company, itssuccessors or assigns. 4. Change in Control. (a) Option Acceleration Upon a Change in Control. Effective immediately upon the closing of a Change in Control (as definedbelow), the vesting of all of the then unvested shares of Common Stock subject to the Options shall be accelerated in full and the Options shall become fullyvested and immediately exercisable as to such additional vested shares (and, if any Options have been early exercised by Executive, the reacquisition orrepurchase rights held by the Company with respect to the shares of Common Stock subject to such acceleration shall lapse in full, as appropriate). (b) Benefits Upon Termination. Notwithstanding anything herein to the contrary, in the event that Executive’s employment by theCompany is terminated without Cause (as defined above) or Executive terminates his employment for Good Reason (as defined below) within thirteen(13) months following, the effective date of a Change in Control (as defined below), contingent upon Executive’s delivery to the Company of a fullyeffective Release and Waiver as provided in Section 3(e) and provided such termination is a “separation from service” as such term is defined in CodeSection 409A(a)(2)(A)(i), the Executive shall be entitled to the benefits and payments specified in Sections 3(d)(i) and 3(d)(ii) above, and the vesting of theunvested shares of Common Stock subject to the Options shall immediately accelerate in full such that the Options shall become fully vested and exercisablewith respect to all of the shares of Common Stock subject to such Options (and, if any Options have been early exercised by Executive, the reacquisition orrepurchase rights held by the Company with respect to the shares of Common Stock subject to such acceleration shall lapse in full, as appropriate). Anyamounts owed pursuant to this Section 4(b) shall be paid in accordance with Section 3(d) of this Agreement; provided, however, that if the Change in Controlconstitutes a “change in control event” under Code Section 409A, any amounts owed as specified in Section 3(d)(i) shall instead be paid in a single lumpsum on the first payroll date immediately after the 60th day following the termination of Executive’s employment. (c) Change in Control. “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of anyone or more of the following events: 5 (i) any Exchange Act Person (as defined below) becomes the beneficial owner, directly or indirectly, of securities of theCompany representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of amerger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of theacquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series ofrelated transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because thelevel of beneficial ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstandingvoting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, providedthat if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and aftersuch share acquisition, the Subject Person becomes the beneficial owner of any additional voting securities that, assuming the repurchase or other acquisitionhad not occurred, increases the percentage of the then outstanding voting securities beneficially owned by the Subject Person over the designated percentagethreshold, then a Change in Control shall be deemed to occur (for purposes of this Section 4(c), “Exchange Act Person” means any natural person, entity or“group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), except that “Exchange ActPerson” shall not include (A) the Company or any subsidiary of the Company, (B) any employee benefit plan of the Company or any subsidiary of theCompany or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, (C) anunderwriter temporarily holding securities pursuant to an offering of such securities, (D) an entity beneficially owned, directly or indirectly, by thestockholders of the Company in substantially the same proportions as their beneficial ownership of stock of the Company; or (E) any natural person, entity or“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the date of this Agreement, is the beneficial owner, directly orindirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstandingsecurities); (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do notbeneficially own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstandingvoting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstandingvoting power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportionsrelative to each other as their beneficial ownership of the outstanding voting securities of the Company immediately prior to such transaction; (iii) the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of theCompany, or a complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation; 6 (iv) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidatedassets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of theCompany and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are beneficiallyowned by stockholders of the Company in substantially the same proportions relative to each other as their beneficial ownership of the outstanding votingsecurities of the Company immediately prior to such sale, lease, license or other disposition; or (v) individuals who, on the date of this Agreement, are members of the Board (the “Incumbent Board”) cease for any reason toconstitute at least a majority of the members of the Board; (provided, however, that if the appointment or election (or nomination for election) of any newBoard member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, forpurposes of the Plan, be considered as a member of the Incumbent Board). (d) Good Reason. “Good Reason” for the Executive to terminate the Executive’s employment hereunder shall mean the occurrence ofany of the following events without the Executive’s consent: (i) a material adverse change in the nature of the Executive’s authority, duties or responsibilities, as they exist on theEffective Date of this Agreement; (ii) a material adverse change in the Executive’s reporting level requiring that the Executive report to a corporate officer orexecutive instead of reporting directly to the Board; (iii) the relocation of the Company’s executive offices or principal business location to a point more than sixty (60) miles fromtheir location as of the Effective Date of this Agreement; or (iv) a material reduction by the Company of the Executive’s base salary as initially set forth herein or as the same may beincreased from time to time, except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all orsubstantially all senior officers of the Company and does not exceed 15% of Executive’s base salary. Provided however that, such termination by the Executive shall only be deemed for Good Reason pursuant to the foregoing definition if: (i) the Executivegives the Company written notice of the intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that theExecutive believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy such condition(s) within thirty(30) days following receipt of the written notice (the “Cure Period”); and (iii) the Executive terminates employment within thirty (30) days following the endof the Cure Period. 5. Application of Internal Revenue Code Section 409A. (a) Notwithstanding anything to the contrary contained in this Agreement, if anypayment or reimbursement, or the provision of any benefit under this Agreement that is paid or provided upon Executive’s 7 “separation from service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i) would constitute a “deferral of compensation” under CodeSection 409A and Executive is a “specified employee” (as determined pursuant to procedures adopted by the Company in compliance with Code Section409A) on the date of Executive’s “separation from service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i), Executive will receivepayment or reimbursement of such amounts or the provision of such benefits upon the earlier of (i) the first day of the seventh month following the date ofExecutive’s “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code or (ii) Executive’s death. (b) To the extent applicable, it is intended that this Agreement comply with the provisions of Code Section 409A, so that the incomeinclusion provisions of Code Section 409A(a)(1) do not apply to Executive. This Agreement shall be administered in a manner consistent with this intent.Reference to Code Section 409A is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any otherformal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. 6. Code Section 280G. If any payment or benefit Executive would receive pursuant to a Corporate Transaction from the Company or otherwise(“Payment”) would (i) constitute a “parachute payment” within the meaning of Code Section 280G, and (ii) but for this sentence, be subject to the excise taximposed by Code Section 4999 (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Payment are paid toExecutive, which of the following two amounts would maximize Executive’s after-tax proceeds: (i) payment in full of the entire amount of the Payment (a“Full Payment”), or (ii) payment of only a part of the Payment so that Executive receives the largest payment possible without the imposition of the ExciseTax (a “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstandingthat all or some portion of the Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a ReducedPayment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (allcomputed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of suchstate and local taxes). If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, andExecutive shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits shalloccur in the following order: reduction of cash payments, cancellation of accelerated vesting of stock awards, and reduction of other benefits. In the eventthat acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of thedate of grant unless Executive elects in writing a different order for cancellation. The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date ofthe Corporate Transaction shall make all determinations required to be made under this Section 6. If the independent registered public accounting firm soengaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Corporate Transaction, the Company shallappoint a 8 different nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear allexpenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. The independentregistered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supportingdocumentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (ifrequested at that time by the Company or Executive) or at such other time as requested by the Company. If the independent registered public accounting firmdetermines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish theCompany and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any goodfaith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. 7. Conflict of Interest. During the Employment Period, Executive shall devote such time and energies as appropriate to fulfill allresponsibilities to the Company in the capacity set forth in Section 1. Executive shall be free to pursue business activities which do not interfere with theperformance of his duties and responsibilities under this Agreement; provided, however, Executive shall not engage in any outside business activity whichinvolves actual or potential competition with the business of the Company, except with the written consent of the Board. 8. Executive Benefit Plans. All of the Executive benefit plans referred to or contemplated by this Agreement shall be governed solely by theterms of the underlying plan documents and applicable law. Nothing in this Agreement shall impair the Company’s right to amend, modify, replace, andterminate any and all such plans in its sole discretion as provided by law. This Agreement is for the sole benefit of Executive and the Company, and is notintended to create an Executive benefit plan or to modify existing terms of existing plans. 9. Assignment. This Agreement may not be assigned by Executive. This Agreement shall bind and inure to the benefit of the Company’ssuccessors and assigns, as well as Executive’s heirs, executors, administrators, and legal representatives. The Company shall obtain from any successor, beforethe succession takes place, an agreement to assume the obligations and perform all of the terms and conditions of this Agreement. 10. Notices. All notices required by this Agreement may be delivered by first class mail at the following addresses: To Company: Adamis Pharmaceuticals Corporation11682 El Camino Real, Suite 300San Diego, CA 92130 To Executive: David J. Marguglio 9 11. Amendment. This Agreement may be modified only by written agreement signed by both the Company and Executive. 12. Choice of Law; Arbitration. This Agreement shall be governed by the laws of the State of California, without regard to choice of lawprinciples. To provide a mechanism for rapid and economical dispute resolution, Executive and the Company agree that any and all disputes, claims, orcauses of action, in law or in equity, arising from or relating to this Agreement (including the Release and Waiver) and its enforcement, performance, breachor interpretation, will be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration before a single arbitrator held in SanDiego, California and conducted by the American Arbitration Association (“AAA”), under its then-existing rules and procedures. The parties shall be entitledto conduct adequate discovery, and they may obtain all remedies available to the parties as if the matter had been tried in court. The arbitrator shall issue awritten decision which specifies the findings of fact and conclusions of law on which the arbitrator’s decision is based. Judgment upon the award rendered bythe arbitrator may be entered by any court having jurisdiction thereof. Unless a different allocation is required by law, the parties shall each pay one-half ofall fees and costs of the arbitration. Punitive damages shall not be awarded. Unless otherwise required by law, the arbitrator will award reasonable expenses(including reimbursement of the assigned arbitration costs) to the prevailing party. Nothing in this Section or in this Agreement is intended to prevent eitherExecutive or the Company from obtaining injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending the conclusion of anysuch arbitration. Notwithstanding the above, both Executive and the Company retain the right to seek or obtain, and shall not be prohibited, limited or in anyother way restricted from seeking or obtaining, equitable relief from a court having jurisdiction over the parties in order to enforce the nonsolicitation andnoncompetition provisions of this Agreement or any disputes or claims relating to or arising out of the misuse or misappropriation of the Company’sintellectual property. 13. Partial Invalidity. In the event any provision of this Agreement is void or unenforceable, the remaining provisions shall continue in fullforce and effect. 14. Waiver. No waiver of any breach of this Agreement shall constitute a waiver of any subsequent breach. 15. Complete Agreement. As of the Effective Date, this Agreement, together with the stock option agreements and equity incentive plansgoverning the Options, constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes any and all prior orcontemporaneous oral and written agreements or understandings between the parties, including the Prior Agreement. 16. Headings. Headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of thisAgreement for any other purpose. 17. Miscellaneous. Executive acknowledges full understanding of the matters set forth herein and the obligations undertaken upon theexecution hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 10 IN WITNESS WHEREOF, the parties have executed this EXECUTIVE EMPLOYMENT AGREEMENT as of the date first written above. ADAMIS PHARMACEUTICALS CORPORATION By: /s/ Dennis J. CarloName: Dennis J. CarloTitle: President and CEO EXECUTIVE: By: /s/ David J. MarguglioName: David J. Marguglio 11 EXHIBIT A RELEASE AND WAIVER OF CLAIMS In consideration of the payments and other benefits set forth in the Executive Employment Agreement dated December 31, 2015 (the “EmploymentAgreement”), to which this form is attached, I, David J. Marguglio, hereby furnish Adamis Pharmaceuticals Corporation (the “Company”), with thefollowing release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally andcompletely release the Company and its directors, officers, executives, shareholders, partners, agents, attorneys, predecessors, successors, parent andsubsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are inany way related to events, acts, conduct, or omissions occurring prior to my signing this Release and Waiver. This general release includes, but is not limitedto: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to mycompensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severancepay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, andbreach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotionaldistress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims fordiscrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americanswith Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment andHousing Act (as amended). Nothing in this Release and Waiver shall be deemed to require the waiver or release of any claim that may not be released orwaived under applicable federal or state law. I also acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does notextend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him orher must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that sectionand any law of any jurisdiction of similar effect with respect to any claims I may have against the Company. I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing andvoluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive ofthe Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waivergranted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney priorto executing this Release and Waiver; (c) I have twenty-one (21) days from the date of termination of my employment with the A-1 Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven(7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not beeffective until the seven (7) day revocation period has expired unexercised and no benefits will be paid unless and until this Release and Waiver has becomeeffective. In the event that this Release and Waiver is requested in connection with an exit incentive or other employment termination program offered to agroup or class of employees, I have forty-five (45) days to consider this Release and Waiver and I shall be provided with the information required by 29U.S.C. Section 626 (f)(1)(H). This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me withregard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release andWaiver may only be modified by a writing signed by both me and a duly authorized member of the Board of Directors of the Company. Date: A-2 ADAMIS PHARMACEUTICALS CORPORATION 10-K Exhibit 10.21 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is dated as of December 31, 2015 (the “Effective Date”) and is entered intoby and between Adamis Pharmaceuticals Corporation, a Delaware corporation (“Company”), and Robert O. Hopkins (“Executive”). RECITALS A. Executive is currently employed by the Company as its Vice President and Chief Financial Officer. B. Executive and the Company are currently parties to an Employment Agreement dated November 9, 2010 (the “Prior Agreement”). C. The Company and Executive desire to formally restate the terms and conditions of Executive’s employment by the Company and to provideExecutive with certain benefits upon a qualifying termination of such employment. D. The Company desires to continue to employ Executive in the executive capacity hereinafter stated, and the Executive desires to continue inthe employ of the Company in such capacity for the period and with the terms and conditions set forth herein. E. This Agreement shall supersede and completely replace the Prior Agreement as of the Effective Date. AGREEMENT NOW, THEREFORE, in consideration of the promises and the covenants set forth in this Agreement and for other valuable consideration, theparties hereby agree as follows: 1. Employment. The Company hereby employs Executive as Vice President and Chief Financial Officer, assigned with responsibilities to doand perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company, subject at all times to the policies set bythe Board of Directors of the Company (the “Board”), and to the consent of the Board when required by the terms of this contract. Executive hereby acceptssuch employment and agrees to devote such time and energies as appropriate to fulfill all responsibilities to the Company. Executive shall be employed atwill. 2. Compensation. In consideration for all services rendered by Executive under this Agreement, Executive shall receive the compensationdescribed in this Section 2. All such compensation shall be paid subject to appropriate tax withholding and similar deductions. (a) Salary. Executive shall be paid an initial annual salary of $260,000, payable in equal installments in accordance with theCompany’s normal salary and wages practices, but not less than 24 increments annually. 1 (b) Executive Benefit and Incentive Compensation Plans. During employment hereunder, Executive shall be entitled to receive thosebenefits which are routinely made available to executive officers of the Company, including participation in any executive stock ownership plan, profitsharing plan, incentive compensation or bonus plan, retirement plan, Company-provided life insurance, or similar executive benefit plans maintained orsponsored by the Company. The Company shall not take any action that would materially diminish the aggregate value of Executive’s fringe benefits as theyexist as of the Effective Date of this Agreement or as the same may be increased from time to time, except for actions taken with respect to officers oremployees generally. (c) Expense Reimbursement. The Company shall promptly reimburse Executive for all reasonable expenses necessarily incurredduring conduct of Company business, and for which adequate documentation is presented, but in no event later than December 31 of the year following theyear in which the expense was incurred. Furthermore, if any reimbursements or in-kind benefits provided by the Company pursuant to this Agreement wouldconstitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such reimbursements or in-kind benefits shall be subject to the following rules: (i) the amounts to be reimbursed, or the in-kind benefits to be provided, shall be determined pursuant tothe terms of the applicable benefit plan, policy or agreement and shall be limited to Executive’s lifetime and the lifetime of Executive’s eligible dependents;(ii) the amounts eligible for reimbursement, or the in-kind benefits provided, during any calendar year may not affect the expenses eligible for reimbursement,or the in-kind benefits provided, in any other calendar year; (iii) any reimbursement of an eligible expense shall be made on or before the earlier of (A) thelast day of the calendar month following the calendar month in which the expense report and any required documentation were submitted or (B) the last dayof the calendar year following the calendar year in which the expense was incurred; and (iv) Executive’s right to an in-kind benefit or reimbursement is notsubject to liquidation or exchange for cash or another benefit. (d) Personal Time Off. Executive shall be entitled to paid time off in accordance with the Company’s policies applicable toexecutives. 3. Termination. Executive’s employment may be terminated as follows, with the following effects: (a) Death. Executive’s employment shall terminate immediately upon the Executive’s death, in which event the Company’s onlyobligations hereunder shall be to pay all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurredby the Executive prior to the date of his death. If Executive’s employment ceases as a result of death, then all unvested options to purchase common stock,par value $0.001, of the Company (“Common Stock”) held by Executive as of the date of Executive’s death shall immediately terminate and becomeunexercisable and all vested options held by Executive as of the date of Executive’s death shall remain exercisable until the one year anniversary of the dateof cessation of service. (b) Disability. In the event the Executive is disabled from performing his assigned duties under this Agreement due to illness or injuryfor a period in excess of sixty 2 (60) consecutive days or a period or periods of more than one hundred and twenty (120) days in the aggregate in any twelve month period, the Board, in itssole discretion, may terminate Executive’s employment immediately upon written notice to Executive, in which event the Company’s only obligationshereunder shall be to pay all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred by theExecutive prior to the effective date of termination. If Executive’s employment ceases as a result of disability, then all unvested options to purchase CommonStock held by Executive on the date of Executive’s termination shall immediately terminate and become unexercisable and all vested options held byExecutive on the date of Executive’s termination shall remain exercisable until the one year anniversary of the date of cessation of service. (c) For Cause. The Company may terminate Executive’s employment for Cause immediately upon written notice from the Board toExecutive. For purposes of this Agreement, “Cause” means the occurrence of any one or more of the following: (i) Executive’s conviction of or plea of nolocontendere to any felony crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) Executive’sattempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) Executive’s intentional, material violation of anycontract or agreement between Executive and the Company or of any statutory duty owed to the Company; (iv) Executive’s unauthorized use or disclosure ofthe Company’s confidential information or trade secrets; or (v) Executive’s gross misconduct. In the event Executive’s employment is terminated for Cause,the Company shall have no further obligations to Executive other than to pay all compensation and expense reimbursements owing for services rendered andreasonable business expenses incurred by Executive prior to the effective date of such termination. If Executive’s employment ceases as a result of atermination for Cause, then all options (unvested and vested) to purchase Common Stock held by Executive on the date of his termination shall immediatelyterminate. (d) Without Cause. The Company in its sole discretion may terminate Executive’s employment without Cause (as defined above)immediately upon written notice from the Board to Executive. In such event, if such termination occurs prior to, or more than thirteen (13) months following,the effective date of a Change in Control (as defined in Section 4(c) below), the Company shall pay to Executive all compensation and expensereimbursements owing for services rendered and reasonable business expenses incurred by Executive prior to the effective date of termination, and providedsuch termination is a “separation from service” as such term is defined in Code Section 409A(a)(2)(A)(i) and the applicable guidance thereunder, contingentupon Executive’s delivery to the Company of an effective Release and Waiver as provided in Section 3(e) below, the Company shall also provide thefollowing benefits to Executive: (i) severance consisting of continued payment of Executive’s base salary at the rate in effect as of the effective date oftermination, less standard deductions and withholdings, for a period of nine (9) months following the effective date of termination, to be paid in accordancewith the Company’s normal payroll practices; (ii) to the extent that Executive is eligible to continue medical benefits under COBRA and upon timelyelection by Executive complying with COBRA and to the extent it does not result in a penalty to the Company, reimbursement by the Company, withinthirty (30) days of the Company’s receipt of evidence of Executive’s payment for the prior month, of the Company’s portion of the premiums required tocontinue Executive’s medical, dental and vision insurance coverage pursuant to COBRA, for a period of nine (9) months following the date of termination(with Executive being responsible to pay that amount 3 of the portion of the premiums, if any, that Executive would have been responsible to pay if Executive had remained an employee during such period) or, ifearlier, the date that Executive accepts full time employment with another employer; and (iii) immediate acceleration of the vesting of all options to purchaseCommon Stock granted to Executive prior to the effective date of such termination (the “Options”) such that Executive shall be deemed vested as to the samenumber of shares as if Executive had continued to be employed by the Company for a period of nine (9) months following the effective date of suchtermination and all vested options held by Executive shall remain exercisable until the one year anniversary of the date of cessation of service. As acondition to receiving the continuing benefits specified in this Section 3(d), to the maximum extent permitted by applicable law, during the nine (9) monthperiod following the Executive’s termination date, Executive shall not engage in any employment or business activity that is directly competitive with theCompany’s business activities as of such termination date and Executive shall not induce any employee of the Company to leave the employ of theCompany. Each payment under this Section 3(d) shall be considered a separate payment and not one of a series of payments for Code Section 409A. Subjectto Section 5, any amount due to Executive pursuant to this Section 3(d) during the 60-day period following Executive’s termination without Cause shall bepaid to Executive in a single lump sum on the first payroll date immediately after the end of the 60-day period. (e) Release and Waiver. As a condition to receiving the benefits specified in Sections 3(d) and 4(b) of this Agreement, Executive mustdeliver to the Company a waiver and release of claims in the form attached hereto as Exhibit A (the “Release and Waiver”) within the time frame set forththerein, but in no event later than sixty (60) days following the Executive’s termination date, and any applicable revocation period must expire during the60-day period following Executive’s termination as described in Section 3(d) or 4(b) without Executive revoking such release. (f) Voluntary Termination by Executive. Executive may terminate his employment hereunder at any time, whether with or withoutcause, effective thirty (30) days after delivery of written notice of such termination to the Company, except for Executive’s Emergency Need. “EmergencyNeed”, as used in this Section, is defined to be the advent of illness or related health issues in Executive or his immediate family which a medical doctorwould conclude poses a mortal health risk to that person. The Company shall have the option, in its sole discretion, to specify an earlier termination date thanthat provided by Executive in the written notice. Upon voluntary termination pursuant to this Section, the Company shall have no further obligations toExecutive other than to pay all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred byExecutive prior to effective date of termination as determined by the Company. If Executive voluntarily terminates Executive’s employment, then allunvested options to purchase Common Stock of the Company held by Executive as of the date of Executive’s termination shall immediately terminate andbecome unexercisable and all vested options held by Executive as of the date of Executive’s termination shall remain exercisable for six (6) months from thedate of the voluntary termination. (g) Resignation as a Director. In the event of any termination of employment pursuant to this Agreement, Executive shall be deemedto have resigned voluntarily from the Board and any Committee of the Board, and from the board of directors (and any 4 committee thereof) of all subsidiaries of the Company, upon the effective date of termination or such earlier date as may be agreed in writing between theCompany and Executive, and Executive’s signature on this Agreement shall, without the need to any further action, constitute Executive’s resignation fromsuch boards of directors in such circumstance. (h) Returning Company Documents. In the event of any termination of Executive’s employment hereunder, Executive shall, prior toor on such termination deliver to the Company (and will not maintain possession of or deliver to anyone else) any and all devices, records, data, data basessoftware, software documentation, laboratory notebooks, notes, reports, proposals, lists, customer lists, correspondence, specifications, drawings, blueprints,sketches, materials, equipment, other documents or property, or reproductions of any of the above aforementioned items belonging to the Company, itssuccessors or assigns. 4. Change in Control. (a) Option Acceleration Upon a Change in Control. Effective immediately upon the closing of a Change in Control (as definedbelow), the vesting of all of the then unvested shares of Common Stock subject to the Options shall be accelerated in full and the Options shall become fullyvested and immediately exercisable as to such additional vested shares (and, if any Options have been early exercised by Executive, the reacquisition orrepurchase rights held by the Company with respect to the shares of Common Stock subject to such acceleration shall lapse in full, as appropriate). (b) Benefits Upon Termination. Notwithstanding anything herein to the contrary, in the event that Executive’s employment by theCompany is terminated without Cause (as defined above) or Executive terminates his employment for Good Reason (as defined below) within thirteen(13) months following, the effective date of a Change in Control (as defined below), contingent upon Executive’s delivery to the Company of a fullyeffective Release and Waiver as provided in Section 3(e) and provided such termination is a “separation from service” as such term is defined in CodeSection 409A(a)(2)(A)(i), the Executive shall be entitled to the benefits and payments specified in Sections 3(d)(i) and 3(d)(ii) above, and the vesting of theunvested shares of Common Stock subject to the Options shall immediately accelerate in full such that the Options shall become fully vested and exercisablewith respect to all of the shares of Common Stock subject to such Options (and, if any Options have been early exercised by Executive, the reacquisition orrepurchase rights held by the Company with respect to the shares of Common Stock subject to such acceleration shall lapse in full, as appropriate). Anyamounts owed pursuant to this Section 4(b) shall be paid in accordance with Section 3(d) of this Agreement; provided, however, that if the Change in Controlconstitutes a “change in control event” under Code Section 409A, any amounts owed as specified in Section 3(d)(i) shall instead be paid in a single lumpsum on the first payroll date immediately after the 60th day following the termination of Executive’s employment. (c) Change in Control. “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of anyone or more of the following events: 5 (i) any Exchange Act Person (as defined below) becomes the beneficial owner, directly or indirectly, of securities of theCompany representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of amerger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of theacquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series ofrelated transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because thelevel of beneficial ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstandingvoting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, providedthat if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and aftersuch share acquisition, the Subject Person becomes the beneficial owner of any additional voting securities that, assuming the repurchase or other acquisitionhad not occurred, increases the percentage of the then outstanding voting securities beneficially owned by the Subject Person over the designated percentagethreshold, then a Change in Control shall be deemed to occur (for purposes of this Section 4(c), “Exchange Act Person” means any natural person, entity or“group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), except that “Exchange ActPerson” shall not include (A) the Company or any subsidiary of the Company, (B) any employee benefit plan of the Company or any subsidiary of theCompany or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, (C) anunderwriter temporarily holding securities pursuant to an offering of such securities, (D) an entity beneficially owned, directly or indirectly, by thestockholders of the Company in substantially the same proportions as their beneficial ownership of stock of the Company; or (E) any natural person, entity or“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the date of this Agreement, is the beneficial owner, directly orindirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstandingsecurities); (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do notbeneficially own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstandingvoting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstandingvoting power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportionsrelative to each other as their beneficial ownership of the outstanding voting securities of the Company immediately prior to such transaction; (iii) the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of theCompany, or a complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation; 6 (iv) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidatedassets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of theCompany and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are beneficiallyowned by stockholders of the Company in substantially the same proportions relative to each other as their beneficial ownership of the outstanding votingsecurities of the Company immediately prior to such sale, lease, license or other disposition; or (v) individuals who, on the date of this Agreement, are members of the Board (the “Incumbent Board”) cease for any reason toconstitute at least a majority of the members of the Board; (provided, however, that if the appointment or election (or nomination for election) of any newBoard member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, forpurposes of the Plan, be considered as a member of the Incumbent Board). (d) Good Reason. “Good Reason” for the Executive to terminate the Executive’s employment hereunder shall mean the occurrence ofany of the following events without the Executive’s consent: (i) a material adverse change in the nature of the Executive’s authority, duties or responsibilities, as they exist on theEffective Date of this Agreement; (ii) a material adverse change in the Executive’s reporting level requiring that the Executive report to a corporate officer orexecutive instead of reporting directly to the Board; (iii) the relocation of the Company’s executive offices or principal business location to a point more than sixty (60) miles fromtheir location as of the Effective Date of this Agreement; or (iv) a material reduction by the Company of the Executive’s base salary as initially set forth herein or as the same may beincreased from time to time, except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all orsubstantially all senior officers of the Company and does not exceed 15% of Executive’s base salary. Provided however that, such termination by the Executive shall only be deemed for Good Reason pursuant to the foregoing definition if: (i) the Executivegives the Company written notice of the intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that theExecutive believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy such condition(s) within thirty(30) days following receipt of the written notice (the “Cure Period”); and (iii) the Executive terminates employment within thirty (30) days following the endof the Cure Period. 5. Application of Internal Revenue Code Section 409A. (a) Notwithstanding anything to the contrary contained in this Agreement, if anypayment or reimbursement, or the provision of any benefit under this Agreement that is paid or provided upon Executive’s 7 “separation from service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i) would constitute a “deferral of compensation” under CodeSection 409A and Executive is a “specified employee” (as determined pursuant to procedures adopted by the Company in compliance with Code Section409A) on the date of Executive’s “separation from service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i), Executive will receivepayment or reimbursement of such amounts or the provision of such benefits upon the earlier of (i) the first day of the seventh month following the date ofExecutive’s “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code or (ii) Executive’s death. (b) To the extent applicable, it is intended that this Agreement comply with the provisions of Code Section 409A, so that the incomeinclusion provisions of Code Section 409A(a)(1) do not apply to Executive. This Agreement shall be administered in a manner consistent with this intent.Reference to Code Section 409A is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any otherformal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. 6. Code Section 280G. If any payment or benefit Executive would receive pursuant to a Corporate Transaction from the Company or otherwise(“Payment”) would (i) constitute a “parachute payment” within the meaning of Code Section 280G, and (ii) but for this sentence, be subject to the excise taximposed by Code Section 4999 (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Payment are paid toExecutive, which of the following two amounts would maximize Executive’s after-tax proceeds: (i) payment in full of the entire amount of the Payment (a“Full Payment”), or (ii) payment of only a part of the Payment so that Executive receives the largest payment possible without the imposition of the ExciseTax (a “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstandingthat all or some portion of the Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a ReducedPayment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (allcomputed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of suchstate and local taxes). If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, andExecutive shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits shalloccur in the following order: reduction of cash payments, cancellation of accelerated vesting of stock awards, and reduction of other benefits. In the eventthat acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of thedate of grant unless Executive elects in writing a different order for cancellation. The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date ofthe Corporate Transaction shall make all determinations required to be made under this Section 6. If the independent registered public accounting firm soengaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Corporate Transaction, the Company shallappoint a 8 different nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear allexpenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. The independentregistered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supportingdocumentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (ifrequested at that time by the Company or Executive) or at such other time as requested by the Company. If the independent registered public accounting firmdetermines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish theCompany and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any goodfaith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. 7. Conflict of Interest. During the Employment Period, Executive shall devote such time and energies as appropriate to fulfill allresponsibilities to the Company in the capacity set forth in Section 1. Executive shall be free to pursue business activities which do not interfere with theperformance of his duties and responsibilities under this Agreement; provided, however, Executive shall not engage in any outside business activity whichinvolves actual or potential competition with the business of the Company, except with the written consent of the Board. 8. Executive Benefit Plans. All of the Executive benefit plans referred to or contemplated by this Agreement shall be governed solely by theterms of the underlying plan documents and applicable law. Nothing in this Agreement shall impair the Company’s right to amend, modify, replace, andterminate any and all such plans in its sole discretion as provided by law. This Agreement is for the sole benefit of Executive and the Company, and is notintended to create an Executive benefit plan or to modify existing terms of existing plans. 9. Assignment. This Agreement may not be assigned by Executive. This Agreement shall bind and inure to the benefit of the Company’ssuccessors and assigns, as well as Executive’s heirs, executors, administrators, and legal representatives. The Company shall obtain from any successor, beforethe succession takes place, an agreement to assume the obligations and perform all of the terms and conditions of this Agreement. 10. Notices. All notices required by this Agreement may be delivered by first class mail at the following addresses: To Company: Adamis Pharmaceuticals Corporation11682 El Camino Real, Suite 300San Diego, CA 92130 To Executive: Robert O. Hopkins 9 11. Amendment. This Agreement may be modified only by written agreement signed by both the Company and Executive. 12. Choice of Law; Arbitration. This Agreement shall be governed by the laws of the State of California, without regard to choice of lawprinciples. To provide a mechanism for rapid and economical dispute resolution, Executive and the Company agree that any and all disputes, claims, orcauses of action, in law or in equity, arising from or relating to this Agreement (including the Release and Waiver) and its enforcement, performance, breachor interpretation, will be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration before a single arbitrator held in SanDiego, California and conducted by the American Arbitration Association (“AAA”), under its then-existing rules and procedures. The parties shall be entitledto conduct adequate discovery, and they may obtain all remedies available to the parties as if the matter had been tried in court. The arbitrator shall issue awritten decision which specifies the findings of fact and conclusions of law on which the arbitrator’s decision is based. Judgment upon the award rendered bythe arbitrator may be entered by any court having jurisdiction thereof. Unless a different allocation is required by law, the parties shall each pay one-half ofall fees and costs of the arbitration. Punitive damages shall not be awarded. Unless otherwise required by law, the arbitrator will award reasonable expenses(including reimbursement of the assigned arbitration costs) to the prevailing party. Nothing in this Section or in this Agreement is intended to prevent eitherExecutive or the Company from obtaining injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending the conclusion of anysuch arbitration. Notwithstanding the above, both Executive and the Company retain the right to seek or obtain, and shall not be prohibited, limited or in anyother way restricted from seeking or obtaining, equitable relief from a court having jurisdiction over the parties in order to enforce the nonsolicitation andnoncompetition provisions of this Agreement or any disputes or claims relating to or arising out of the misuse or misappropriation of the Company’sintellectual property. 13. Partial Invalidity. In the event any provision of this Agreement is void or unenforceable, the remaining provisions shall continue in fullforce and effect. 14. Waiver. No waiver of any breach of this Agreement shall constitute a waiver of any subsequent breach. 15. Complete Agreement. As of the Effective Date, this Agreement, together with the stock option agreements and equity incentive plansgoverning the Options, constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes any and all prior orcontemporaneous oral and written agreements or understandings between the parties, including the Prior Agreement. 16. Headings. Headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of thisAgreement for any other purpose. 17. Miscellaneous. Executive acknowledges full understanding of the matters set forth herein and the obligations undertaken upon theexecution hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 10 IN WITNESS WHEREOF, the parties have executed this EXECUTIVE EMPLOYMENT AGREEMENT as of the date first written above. ADAMIS PHARMACEUTICALS CORPORATION By: /s/ Dennis J. CarloName: Dennis J. CarloTitle: President and CEO EXECUTIVE: By:/s/ Robert O. HopkinsName: Robert O. Hopkins 11 EXHIBIT A RELEASE AND WAIVER OF CLAIMS In consideration of the payments and other benefits set forth in the Executive Employment Agreement dated December 31, 2015 (the “EmploymentAgreement”), to which this form is attached, I, Robert O. Hopkins, hereby furnish Adamis Pharmaceuticals Corporation (the “Company”), with thefollowing release and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally andcompletely release the Company and its directors, officers, executives, shareholders, partners, agents, attorneys, predecessors, successors, parent andsubsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are inany way related to events, acts, conduct, or omissions occurring prior to my signing this Release and Waiver. This general release includes, but is not limitedto: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to mycompensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severancepay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, andbreach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotionaldistress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims fordiscrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americanswith Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment andHousing Act (as amended). Nothing in this Release and Waiver shall be deemed to require the waiver or release of any claim that may not be released orwaived under applicable federal or state law. I also acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does notextend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him orher must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that sectionand any law of any jurisdiction of similar effect with respect to any claims I may have against the Company. I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing andvoluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive ofthe Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waivergranted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney priorto executing this Release and Waiver; (c) I have twenty-one (21) days from the date of termination of my employment with the A-1 Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven(7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not beeffective until the seven (7) day revocation period has expired unexercised and no benefits will be paid unless and until this Release and Waiver has becomeeffective. In the event that this Release and Waiver is requested in connection with an exit incentive or other employment termination program offered to agroup or class of employees, I have forty-five (45) days to consider this Release and Waiver and I shall be provided with the information required by 29U.S.C. Section 626 (f)(1)(H). This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me withregard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release andWaiver may only be modified by a writing signed by both me and a duly authorized member of the Board of Directors of the Company. Date: A-2 ADAMIS PHARMACEUTICALS CORPORATION 10-K Exhibit 10.23 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is dated as of December 31, 2015 (the “Effective Date”) and is entered intoby and between Adamis Pharmaceuticals Corporation, a Delaware corporation (“Company”), and Karen K. Daniels (“Executive”). RECITALS A. Executive is currently employed by the Company as its Vice President of Operations. B. Executive and the Company are currently parties to an Employment Agreement dated July 2, 2012 (the “Prior Agreement”). C. The Company and Executive desire to formally restate the terms and conditions of Executive’s employment by the Company and to provideExecutive with certain benefits upon a qualifying termination of such employment. D. The Company desires to continue to employ Executive in the executive capacity hereinafter stated, and the Executive desires to continue inthe employ of the Company in such capacity for the period and with the terms and conditions set forth herein. E. This Agreement shall supersede and completely replace the Prior Agreement as of the Effective Date. AGREEMENT NOW, THEREFORE, in consideration of the promises and the covenants set forth in this Agreement and for other valuable consideration, theparties hereby agree as follows: 1. Employment. The Company hereby employs Executive as Vice President of Operations, assigned with responsibilities to do and perform allservices, acts, or things necessary or advisable to manage and conduct the business of the Company, subject at all times to the policies set by the Board ofDirectors of the Company (the “Board”), and to the consent of the Board when required by the terms of this contract. Executive hereby accepts suchemployment and agrees to devote such time and energies as appropriate to fulfill all responsibilities to the Company. Executive shall be employed at will. 2. Compensation. In consideration for all services rendered by Executive under this Agreement, Executive shall receive the compensationdescribed in this Section 2. All such compensation shall be paid subject to appropriate tax withholding and similar deductions. (a) Salary. Executive shall be paid an initial annual salary of $260,000, payable in equal installments in accordance with theCompany’s normal salary and wages practices, but not less than 24 increments annually. 1 (b) Executive Benefit and Incentive Compensation Plans. During employment hereunder, Executive shall be entitled to receive thosebenefits which are routinely made available to executive officers of the Company, including participation in any executive stock ownership plan, profitsharing plan, incentive compensation or bonus plan, retirement plan, Company-provided life insurance, or similar executive benefit plans maintained orsponsored by the Company. The Company shall not take any action that would materially diminish the aggregate value of Executive’s fringe benefits as theyexist as of the Effective Date of this Agreement or as the same may be increased from time to time, except for actions taken with respect to officers oremployees generally. (c) Expense Reimbursement. The Company shall promptly reimburse Executive for all reasonable expenses necessarily incurredduring conduct of Company business, and for which adequate documentation is presented, but in no event later than December 31 of the year following theyear in which the expense was incurred. Furthermore, if any reimbursements or in-kind benefits provided by the Company pursuant to this Agreement wouldconstitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such reimbursements or in-kind benefits shall be subject to the following rules: (i) the amounts to be reimbursed, or the in-kind benefits to be provided, shall be determined pursuant tothe terms of the applicable benefit plan, policy or agreement and shall be limited to Executive’s lifetime and the lifetime of Executive’s eligible dependents;(ii) the amounts eligible for reimbursement, or the in-kind benefits provided, during any calendar year may not affect the expenses eligible for reimbursement,or the in-kind benefits provided, in any other calendar year; (iii) any reimbursement of an eligible expense shall be made on or before the earlier of (A) thelast day of the calendar month following the calendar month in which the expense report and any required documentation were submitted or (B) the last dayof the calendar year following the calendar year in which the expense was incurred; and (iv) Executive’s right to an in-kind benefit or reimbursement is notsubject to liquidation or exchange for cash or another benefit. (d) Personal Time Off. Executive shall be entitled to paid time off in accordance with the Company’s policies applicable toexecutives. 3. Termination. Executive’s employment may be terminated as follows, with the following effects: (a) Death. Executive’s employment shall terminate immediately upon the Executive’s death, in which event the Company’s onlyobligations hereunder shall be to pay all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurredby the Executive prior to the date of Executive’s death. If Executive’s employment ceases as a result of death, then all unvested options to purchase commonstock, par value $0.001, of the Company (“Common Stock”) held by Executive as of the date of Executive’s death shall immediately terminate and becomeunexercisable and all vested options held by Executive as of the date of Executive’s death shall remain exercisable until the one year anniversary of the dateof cessation of service. (b) Disability. In the event the Executive is disabled from performing Executive’s assigned duties under this Agreement due to illnessor injury for a period in excess 2 of sixty (60) consecutive days or a period or periods of more than one hundred and twenty (120) days in the aggregate in any twelve month period, the Board,in its sole discretion, may terminate Executive’s employment immediately upon written notice to Executive, in which event the Company’s only obligationshereunder shall be to pay all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred by theExecutive prior to the effective date of termination. If Executive’s employment ceases as a result of disability, then all unvested options to purchase CommonStock held by Executive on the date of Executive’s termination shall immediately terminate and become unexercisable and all vested options held byExecutive on the date of Executive’s termination shall remain exercisable until the one year anniversary of the date of cessation of service. (c) For Cause. The Company may terminate Executive’s employment for Cause immediately upon written notice from the Board toExecutive. For purposes of this Agreement, “Cause” means the occurrence of any one or more of the following: (i) Executive’s conviction of or plea of nolocontendere to any felony crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) Executive’sattempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) Executive’s intentional, material violation of anycontract or agreement between Executive and the Company or of any statutory duty owed to the Company; (iv) Executive’s unauthorized use or disclosure ofthe Company’s confidential information or trade secrets; or (v) Executive’s gross misconduct. In the event Executive’s employment is terminated for Cause,the Company shall have no further obligations to Executive other than to pay all compensation and expense reimbursements owing for services rendered andreasonable business expenses incurred by Executive prior to the effective date of such termination. If Executive’s employment ceases as a result of atermination for Cause, then all options (unvested and vested) to purchase Common Stock held by Executive on the date of Executive’s termination shallimmediately terminate. (d) Without Cause. The Company in its sole discretion may terminate Executive’s employment without Cause (as defined above)immediately upon written notice from the Board to Executive. In such event, if such termination occurs prior to, or more than thirteen (13) months following,the effective date of a Change in Control (as defined in Section 4(c) below), the Company shall pay to Executive all compensation and expensereimbursements owing for services rendered and reasonable business expenses incurred by Executive prior to the effective date of termination, and providedsuch termination is a “separation from service” as such term is defined in Code Section 409A(a)(2)(A)(i) and the applicable guidance thereunder, contingentupon Executive’s delivery to the Company of an effective Release and Waiver as provided in Section 3(e) below, the Company shall also provide thefollowing benefits to Executive: (i) severance consisting of continued payment of Executive’s base salary at the rate in effect as of the effective date oftermination, less standard deductions and withholdings, for a period of nine (9) months following the effective date of termination, to be paid in accordancewith the Company’s normal payroll practices; (ii) to the extent that Executive is eligible to continue medical benefits under COBRA and upon timelyelection by Executive complying with COBRA and to the extent it does not result in a penalty to the Company, reimbursement by the Company, withinthirty (30) days of the Company’s receipt of evidence of Executive’s payment for the prior month, of the Company’s portion of the premiums required tocontinue Executive’s medical, dental and vision insurance coverage pursuant to COBRA, for a period of nine (9) months following the date of termination(with Executive being responsible to pay that amount 3 of the portion of the premiums, if any, that Executive would have been responsible to pay if Executive had remained an employee during such period) or, ifearlier, the date that Executive accepts full time employment with another employer; and (iii) immediate acceleration of the vesting of all options to purchaseCommon Stock granted to Executive prior to the effective date of such termination (the “Options”) such that Executive shall be deemed vested as to the samenumber of shares as if Executive had continued to be employed by the Company for a period of nine (9) months following the effective date of suchtermination and all vested options held by Executive shall remain exercisable until the one year anniversary of the date of cessation of service. As acondition to receiving the continuing benefits specified in this Section 3(d), to the maximum extent permitted by applicable law, during the nine (9) monthperiod following the Executive’s termination date, Executive shall not engage in any employment or business activity that is directly competitive with theCompany’s business activities as of such termination date and Executive shall not induce any employee of the Company to leave the employ of theCompany. Each payment under this Section 3(d) shall be considered a separate payment and not one of a series of payments for Code Section 409A. Subjectto Section 5, any amount due to Executive pursuant to this Section 3(d) during the 60-day period following Executive’s termination without Cause shall bepaid to Executive in a single lump sum on the first payroll date immediately after the end of the 60-day period. (e) Release and Waiver. As a condition to receiving the benefits specified in Sections 3(d) and 4(b) of this Agreement, Executive mustdeliver to the Company a waiver and release of claims in the form attached hereto as Exhibit A (the “Release and Waiver”) within the time frame set forththerein, but in no event later than sixty (60) days following the Executive’s termination date, and any applicable revocation period must expire during the60-day period following Executive’s termination as described in Section 3(d) or 4(b) without Executive revoking such release. (f) Voluntary Termination by Executive. Executive may terminate Executive’s employment hereunder at any time, whether with orwithout cause, effective thirty (30) days after delivery of written notice of such termination to the Company, except for Executive’s Emergency Need.“Emergency Need”, as used in this Section, is defined to be the advent of illness or related health issues in Executive or Executive’s immediate family whicha medical doctor would conclude poses a mortal health risk to that person. The Company shall have the option, in its sole discretion, to specify an earliertermination date than that provided by Executive in the written notice. Upon voluntary termination pursuant to this Section, the Company shall have nofurther obligations to Executive other than to pay all compensation and expense reimbursements owing for services rendered and reasonable businessexpenses incurred by Executive prior to effective date of termination as determined by the Company. If Executive voluntarily terminates Executive’semployment, then all unvested options to purchase Common Stock of the Company held by Executive as of the date of Executive’s termination shallimmediately terminate and become unexercisable and all vested options held by Executive as of the date of Executive’s termination shall remain exercisablefor six (6) months from the date of the voluntary termination. (g) Resignation as a Director. In the event of any termination of employment pursuant to this Agreement, Executive shall be deemedto have resigned voluntarily from the Board and any Committee of the Board, and from the board of directors (and any 4 committee thereof) of all subsidiaries of the Company, upon the effective date of termination or such earlier date as may be agreed in writing between theCompany and Executive, and Executive’s signature on this Agreement shall, without the need to any further action, constitute Executive’s resignation fromsuch boards of directors in such circumstance. (h) Returning Company Documents. In the event of any termination of Executive’s employment hereunder, Executive shall, prior toor on such termination deliver to the Company (and will not maintain possession of or deliver to anyone else) any and all devices, records, data, data basessoftware, software documentation, laboratory notebooks, notes, reports, proposals, lists, customer lists, correspondence, specifications, drawings, blueprints,sketches, materials, equipment, other documents or property, or reproductions of any of the above aforementioned items belonging to the Company, itssuccessors or assigns. 4. Change in Control. (a) Option Acceleration Upon a Change in Control. Effective immediately upon the closing of a Change in Control (as definedbelow), the vesting of all of the then unvested shares of Common Stock subject to the Options shall be accelerated in full and the Options shall become fullyvested and immediately exercisable as to such additional vested shares (and, if any Options have been early exercised by Executive, the reacquisition orrepurchase rights held by the Company with respect to the shares of Common Stock subject to such acceleration shall lapse in full, as appropriate). (b) Benefits Upon Termination. Notwithstanding anything herein to the contrary, in the event that Executive’s employment by theCompany is terminated without Cause (as defined above) or Executive terminates Executive’s employment for Good Reason (as defined below) withinthirteen (13) months following, the effective date of a Change in Control (as defined below), contingent upon Executive’s delivery to the Company of a fullyeffective Release and Waiver as provided in Section 3(e) and provided such termination is a “separation from service” as such term is defined in CodeSection 409A(a)(2)(A)(i), the Executive shall be entitled to the benefits and payments specified in Sections 3(d)(i) and 3(d)(ii) above, and the vesting of theunvested shares of Common Stock subject to the Options shall immediately accelerate in full such that the Options shall become fully vested and exercisablewith respect to all of the shares of Common Stock subject to such Options (and, if any Options have been early exercised by Executive, the reacquisition orrepurchase rights held by the Company with respect to the shares of Common Stock subject to such acceleration shall lapse in full, as appropriate). Anyamounts owed pursuant to this Section 4(b) shall be paid in accordance with Section 3(d) of this Agreement; provided, however, that if the Change in Controlconstitutes a “change in control event” under Code Section 409A, any amounts owed as specified in Section 3(d)(i) shall instead be paid in a single lumpsum on the first payroll date immediately after the 60th day following the termination of Executive’s employment. (c) Change in Control. “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of anyone or more of the following events: 5 (i) any Exchange Act Person (as defined below) becomes the beneficial owner, directly or indirectly, of securities of theCompany representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of amerger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of theacquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series ofrelated transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because thelevel of beneficial ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstandingvoting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, providedthat if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and aftersuch share acquisition, the Subject Person becomes the beneficial owner of any additional voting securities that, assuming the repurchase or other acquisitionhad not occurred, increases the percentage of the then outstanding voting securities beneficially owned by the Subject Person over the designated percentagethreshold, then a Change in Control shall be deemed to occur (for purposes of this Section 4(c), “Exchange Act Person” means any natural person, entity or“group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), except that “Exchange ActPerson” shall not include (A) the Company or any subsidiary of the Company, (B) any employee benefit plan of the Company or any subsidiary of theCompany or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, (C) anunderwriter temporarily holding securities pursuant to an offering of such securities, (D) an entity beneficially owned, directly or indirectly, by thestockholders of the Company in substantially the same proportions as their beneficial ownership of stock of the Company; or (E) any natural person, entity or“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the date of this Agreement, is the beneficial owner, directly orindirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstandingsecurities); (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do notbeneficially own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstandingvoting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstandingvoting power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportionsrelative to each other as their beneficial ownership of the outstanding voting securities of the Company immediately prior to such transaction; (iii) the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of theCompany, or a complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation; 6 (iv) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidatedassets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of theCompany and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are beneficiallyowned by stockholders of the Company in substantially the same proportions relative to each other as their beneficial ownership of the outstanding votingsecurities of the Company immediately prior to such sale, lease, license or other disposition; or (v) individuals who, on the date of this Agreement, are members of the Board (the “Incumbent Board”) cease for any reason toconstitute at least a majority of the members of the Board; (provided, however, that if the appointment or election (or nomination for election) of any newBoard member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, forpurposes of the Plan, be considered as a member of the Incumbent Board). (d) Good Reason. “Good Reason” for the Executive to terminate the Executive’s employment hereunder shall mean the occurrence ofany of the following events without the Executive’s consent: (i) a material adverse change in the nature of the Executive’s authority, duties or responsibilities, as they exist on theEffective Date of this Agreement; (ii) the relocation of the Company’s executive offices or principal business location to a point more than sixty (60) miles fromtheir location as of the Effective Date of this Agreement; or (iii) a material reduction by the Company of the Executive’s base salary as initially set forth herein or as the same may beincreased from time to time, except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all orsubstantially all senior officers of the Company and does not exceed 15% of Executive’s base salary. Provided however that, such termination by the Executive shall only be deemed for Good Reason pursuant to the foregoing definition if: (i) the Executivegives the Company written notice of the intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that theExecutive believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy such condition(s) within thirty(30) days following receipt of the written notice (the “Cure Period”); and (iii) the Executive terminates employment within thirty (30) days following the endof the Cure Period. 5. Application of Internal Revenue Code Section 409A. (a) Notwithstanding anything to the contrary contained in this Agreement, if anypayment or reimbursement, or the provision of any benefit under this Agreement that is paid or provided upon Executive’s “separation from service” with theCompany within the meaning of Code Section 409A(a)(2)(A)(i) would constitute a “deferral of compensation” under Code Section 409A and Executive is a“specified employee” (as determined pursuant to procedures adopted by the 7 Company in compliance with Code Section 409A) on the date of Executive’s “separation from service” with the Company within the meaning of CodeSection 409A(a)(2)(A)(i), Executive will receive payment or reimbursement of such amounts or the provision of such benefits upon the earlier of (i) the firstday of the seventh month following the date of Executive’s “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) ofthe Code or (ii) Executive’s death. (b) To the extent applicable, it is intended that this Agreement comply with the provisions of Code Section 409A, so that the incomeinclusion provisions of Code Section 409A(a)(1) do not apply to Executive. This Agreement shall be administered in a manner consistent with this intent.Reference to Code Section 409A is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any otherformal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. 6. Code Section 280G. If any payment or benefit Executive would receive pursuant to a Corporate Transaction from the Company or otherwise(“Payment”) would (i) constitute a “parachute payment” within the meaning of Code Section 280G, and (ii) but for this sentence, be subject to the excise taximposed by Code Section 4999 (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Payment are paid toExecutive, which of the following two amounts would maximize Executive’s after-tax proceeds: (i) payment in full of the entire amount of the Payment (a“Full Payment”), or (ii) payment of only a part of the Payment so that Executive receives the largest payment possible without the imposition of the ExciseTax (a “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstandingthat all or some portion of the Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a ReducedPayment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (allcomputed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of suchstate and local taxes). If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, andExecutive shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits shalloccur in the following order: reduction of cash payments, cancellation of accelerated vesting of stock awards, and reduction of other benefits. In the eventthat acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of thedate of grant unless Executive elects in writing a different order for cancellation. The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date ofthe Corporate Transaction shall make all determinations required to be made under this Section 6. If the independent registered public accounting firm soengaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Corporate Transaction, the Company shallappoint a different nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shallbear all expenses with respect to the determinations by such independent registered public accounting firm required to be made 8 hereunder. The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together withdetailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment istriggered (if requested at that time by the Company or Executive) or at such other time as requested by the Company. If the independent registered publicaccounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shallfurnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment.Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. 7. Conflict of Interest. During the Employment Period, Executive shall devote such time and energies as appropriate to fulfill allresponsibilities to the Company in the capacity set forth in Section 1. Executive shall be free to pursue business activities which do not interfere with theperformance of Executive’s duties and responsibilities under this Agreement; provided, however, Executive shall not engage in any outside business activitywhich involves actual or potential competition with the business of the Company, except with the written consent of the Board. 8. Executive Benefit Plans. All of the Executive benefit plans referred to or contemplated by this Agreement shall be governed solely by theterms of the underlying plan documents and applicable law. Nothing in this Agreement shall impair the Company’s right to amend, modify, replace, andterminate any and all such plans in its sole discretion as provided by law. This Agreement is for the sole benefit of Executive and the Company, and is notintended to create an Executive benefit plan or to modify existing terms of existing plans. 9. Assignment. This Agreement may not be assigned by Executive. This Agreement shall bind and inure to the benefit of the Company’ssuccessors and assigns, as well as Executive’s heirs, executors, administrators, and legal representatives. The Company shall obtain from any successor, beforethe succession takes place, an agreement to assume the obligations and perform all of the terms and conditions of this Agreement. 10. Notices. All notices required by this Agreement may be delivered by first class mail at the following addresses: To Company: Adamis Pharmaceuticals Corporation11682 El Camino Real, Suite 300San Diego, CA 92130 To Executive: Karen K. Daniels 11. Amendment. This Agreement may be modified only by written agreement signed by both the Company and Executive. 9 12. Choice of Law; Arbitration. This Agreement shall be governed by the laws of the State of California, without regard to choice of lawprinciples. To provide a mechanism for rapid and economical dispute resolution, Executive and the Company agree that any and all disputes, claims, orcauses of action, in law or in equity, arising from or relating to this Agreement (including the Release and Waiver) and its enforcement, performance, breachor interpretation, will be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration before a single arbitrator held in SanDiego, California and conducted by the American Arbitration Association (“AAA”), under its then-existing rules and procedures. The parties shall be entitledto conduct adequate discovery, and they may obtain all remedies available to the parties as if the matter had been tried in court. The arbitrator shall issue awritten decision which specifies the findings of fact and conclusions of law on which the arbitrator’s decision is based. Judgment upon the award rendered bythe arbitrator may be entered by any court having jurisdiction thereof. Unless a different allocation is required by law, the parties shall each pay one-half ofall fees and costs of the arbitration. Punitive damages shall not be awarded. Unless otherwise required by law, the arbitrator will award reasonable expenses(including reimbursement of the assigned arbitration costs) to the prevailing party. Nothing in this Section or in this Agreement is intended to prevent eitherExecutive or the Company from obtaining injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending the conclusion of anysuch arbitration. Notwithstanding the above, both Executive and the Company retain the right to seek or obtain, and shall not be prohibited, limited or in anyother way restricted from seeking or obtaining, equitable relief from a court having jurisdiction over the parties in order to enforce the nonsolicitation andnoncompetition provisions of this Agreement or any disputes or claims relating to or arising out of the misuse or misappropriation of the Company’sintellectual property. 13. Partial Invalidity. In the event any provision of this Agreement is void or unenforceable, the remaining provisions shall continue in fullforce and effect. 14. Waiver. No waiver of any breach of this Agreement shall constitute a waiver of any subsequent breach. 15. Complete Agreement. As of the Effective Date, this Agreement, together with the stock option agreements and equity incentive plansgoverning the Options, constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes any and all prior orcontemporaneous oral and written agreements or understandings between the parties, including the Prior Agreement. 16. Headings. Headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of thisAgreement for any other purpose. 17. Miscellaneous. Executive acknowledges full understanding of the matters set forth herein and the obligations undertaken upon theexecution hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 10 IN WITNESS WHEREOF, the parties have executed this EXECUTIVE EMPLOYMENT AGREEMENT as of the date first written above. ADAMIS PHARMACEUTICALS CORPORATION By: /s/ Dennis J. Carlo Name:Dennis J. Carlo Title:President and CEO EXECUTIVE: By: /s/ Karen K. Daniels Name:Karen K. Daniels 11 EXHIBIT A RELEASE AND WAIVER OF CLAIMS In consideration of the payments and other benefits set forth in the Executive Employment Agreement dated December 31, 2015 (the “EmploymentAgreement”), to which this form is attached, I, Karen K. Daniels, hereby furnish Adamis Pharmaceuticals Corporation (the “Company”), with the followingrelease and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally andcompletely release the Company and its directors, officers, executives, shareholders, partners, agents, attorneys, predecessors, successors, parent andsubsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are inany way related to events, acts, conduct, or omissions occurring prior to my signing this Release and Waiver. This general release includes, but is not limitedto: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to mycompensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severancepay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, andbreach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotionaldistress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims fordiscrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americanswith Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment andHousing Act (as amended). Nothing in this Release and Waiver shall be deemed to require the waiver or release of any claim that may not be released orwaived under applicable federal or state law. I also acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does notextend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him orher must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that sectionand any law of any jurisdiction of similar effect with respect to any claims I may have against the Company. I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing andvoluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive ofthe Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waivergranted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney priorto executing this Release and Waiver; (c) I have twenty-one (21) days from the date of termination of my employment with the A-1 Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven(7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not beeffective until the seven (7) day revocation period has expired unexercised and no benefits will be paid unless and until this Release and Waiver has becomeeffective. In the event that this Release and Waiver is requested in connection with an exit incentive or other employment termination program offered to agroup or class of employees, I have forty-five (45) days to consider this Release and Waiver and I shall be provided with the information required by 29U.S.C. Section 626 (f)(1)(H). In consideration of the severance payments and other benefits set forth in the Employment Agreement, I agree that after the termination of myemployment with the Company I will not disparage the Company or its products, services, agents, representatives, directors, officers, shareholders,employees, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them with any written or oral statement. I alsoagree that during the severance period set forth in the Employment Agreement I will cooperate from time to time with the Company in providing for theorderly transition of my duties and responsibilities to other individuals, as reasonably requested by the Company and subject to reimbursement by theCompany of any costs or expenses incurred by me in providing such cooperation. This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me withregard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release andWaiver may only be modified by a writing signed by both me and a duly authorized member of the Board of Directors of the Company. Date: A-2 ADAMIS PHARMACEUTICALS CORPORATION 10-K Exhibit 10.24 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is dated as of December 31, 2015 (the “Effective Date”) and is entered intoby and between Adamis Pharmaceuticals Corporation, a Delaware corporation (“Company”), and Thomas Moll, Ph.D. (“Executive”). RECITALS A. Executive is currently employed by the Company as its Vice President of Research. B. Executive and the Company are currently parties to an Employment Agreement dated July 2, 2012 (the “Prior Agreement”). C. The Company and Executive desire to formally restate the terms and conditions of Executive’s employment by the Company and to provideExecutive with certain benefits upon a qualifying termination of such employment. D. The Company desires to continue to employ Executive in the executive capacity hereinafter stated, and the Executive desires to continue inthe employ of the Company in such capacity for the period and with the terms and conditions set forth herein. E. This Agreement shall supersede and completely replace the Prior Agreement as of the Effective Date. AGREEMENT NOW, THEREFORE, in consideration of the promises and the covenants set forth in this Agreement and for other valuable consideration, theparties hereby agree as follows: 1. Employment. The Company hereby employs Executive as Vice President of Research, assigned with responsibilities to do and perform allservices, acts, or things necessary or advisable to manage and conduct the business of the Company, subject at all times to the policies set by the Board ofDirectors of the Company (the “Board”), and to the consent of the Board when required by the terms of this contract. Executive hereby accepts suchemployment and agrees to devote such time and energies as appropriate to fulfill all responsibilities to the Company. Executive shall be employed at will. 2. Compensation. In consideration for all services rendered by Executive under this Agreement, Executive shall receive the compensationdescribed in this Section 2. All such compensation shall be paid subject to appropriate tax withholding and similar deductions. (a) Salary. Executive shall be paid an initial annual salary of $260,000, payable in equal installments in accordance with theCompany’s normal salary and wages practices, but not less than 24 increments annually. 1 (b) Executive Benefit and Incentive Compensation Plans. During employment hereunder, Executive shall be entitled to receive thosebenefits which are routinely made available to executive officers of the Company, including participation in any executive stock ownership plan, profitsharing plan, incentive compensation or bonus plan, retirement plan, Company-provided life insurance, or similar executive benefit plans maintained orsponsored by the Company. The Company shall not take any action that would materially diminish the aggregate value of Executive’s fringe benefits as theyexist as of the Effective Date of this Agreement or as the same may be increased from time to time, except for actions taken with respect to officers oremployees generally. (c) Expense Reimbursement. The Company shall promptly reimburse Executive for all reasonable expenses necessarily incurredduring conduct of Company business, and for which adequate documentation is presented, but in no event later than December 31 of the year following theyear in which the expense was incurred. Furthermore, if any reimbursements or in-kind benefits provided by the Company pursuant to this Agreement wouldconstitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such reimbursements or in-kind benefits shall be subject to the following rules: (i) the amounts to be reimbursed, or the in-kind benefits to be provided, shall be determined pursuant tothe terms of the applicable benefit plan, policy or agreement and shall be limited to Executive’s lifetime and the lifetime of Executive’s eligible dependents;(ii) the amounts eligible for reimbursement, or the in-kind benefits provided, during any calendar year may not affect the expenses eligible for reimbursement,or the in-kind benefits provided, in any other calendar year; (iii) any reimbursement of an eligible expense shall be made on or before the earlier of (A) thelast day of the calendar month following the calendar month in which the expense report and any required documentation were submitted or (B) the last dayof the calendar year following the calendar year in which the expense was incurred; and (iv) Executive’s right to an in-kind benefit or reimbursement is notsubject to liquidation or exchange for cash or another benefit. (d) Personal Time Off. Executive shall be entitled to paid time off in accordance with the Company’s policies applicable toexecutives. 3. Termination. Executive’s employment may be terminated as follows, with the following effects: (a) Death. Executive’s employment shall terminate immediately upon the Executive’s death, in which event the Company’s onlyobligations hereunder shall be to pay all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurredby the Executive prior to the date of his death. If Executive’s employment ceases as a result of death, then all unvested options to purchase common stock,par value $0.001, of the Company (“Common Stock”) held by Executive as of the date of Executive’s death shall immediately terminate and becomeunexercisable and all vested options held by Executive as of the date of Executive’s death shall remain exercisable until the one year anniversary of the dateof cessation of service. (b) Disability. In the event the Executive is disabled from performing his assigned duties under this Agreement due to illness or injuryfor a period in excess of sixty 2 (60) consecutive days or a period or periods of more than one hundred and twenty (120) days in the aggregate in any twelve month period, the Board, in itssole discretion, may terminate Executive’s employment immediately upon written notice to Executive, in which event the Company’s only obligationshereunder shall be to pay all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred by theExecutive prior to the effective date of termination. If Executive’s employment ceases as a result of disability, then all unvested options to purchase CommonStock held by Executive on the date of Executive’s termination shall immediately terminate and become unexercisable and all vested options held byExecutive on the date of Executive’s termination shall remain exercisable until the one year anniversary of the date of cessation of service. (c) For Cause. The Company may terminate Executive’s employment for Cause immediately upon written notice from the Board toExecutive. For purposes of this Agreement, “Cause” means the occurrence of any one or more of the following: (i) Executive’s conviction of or plea of nolocontendere to any felony crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) Executive’sattempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) Executive’s intentional, material violation of anycontract or agreement between Executive and the Company or of any statutory duty owed to the Company; (iv) Executive’s unauthorized use or disclosure ofthe Company’s confidential information or trade secrets; or (v) Executive’s gross misconduct. In the event Executive’s employment is terminated for Cause,the Company shall have no further obligations to Executive other than to pay all compensation and expense reimbursements owing for services rendered andreasonable business expenses incurred by Executive prior to the effective date of such termination. If Executive’s employment ceases as a result of atermination for Cause, then all options (unvested and vested) to purchase Common Stock held by Executive on the date of his termination shall immediatelyterminate. (d) Without Cause. The Company in its sole discretion may terminate Executive’s employment without Cause (as defined above)immediately upon written notice from the Board to Executive. In such event, if such termination occurs prior to, or more than thirteen (13) months following,the effective date of a Change in Control (as defined in Section 4(c) below), the Company shall pay to Executive all compensation and expensereimbursements owing for services rendered and reasonable business expenses incurred by Executive prior to the effective date of termination, and providedsuch termination is a “separation from service” as such term is defined in Code Section 409A(a)(2)(A)(i) and the applicable guidance thereunder, contingentupon Executive’s delivery to the Company of an effective Release and Waiver as provided in Section 3(e) below, the Company shall also provide thefollowing benefits to Executive: (i) severance consisting of continued payment of Executive’s base salary at the rate in effect as of the effective date oftermination, less standard deductions and withholdings, for a period of nine (9) months following the effective date of termination, to be paid in accordancewith the Company’s normal payroll practices; (ii) to the extent that Executive is eligible to continue medical benefits under COBRA and upon timelyelection by Executive complying with COBRA and to the extent it does not result in a penalty to the Company, reimbursement by the Company, withinthirty (30) days of the Company’s receipt of evidence of Executive’s payment for the prior month, of the Company’s portion of the premiums required tocontinue Executive’s medical, dental and vision insurance coverage pursuant to COBRA, for a period of nine (9) months following the date of termination(with Executive being responsible to pay that amount 3 of the portion of the premiums, if any, that Executive would have been responsible to pay if Executive had remained an employee during such period) or, ifearlier, the date that Executive accepts full time employment with another employer; and (iii) immediate acceleration of the vesting of all options to purchaseCommon Stock granted to Executive prior to the effective date of such termination (the “Options”) such that Executive shall be deemed vested as to the samenumber of shares as if Executive had continued to be employed by the Company for a period of nine (9) months following the effective date of suchtermination and all vested options held by Executive shall remain exercisable until the one year anniversary of the date of cessation of service. As acondition to receiving the continuing benefits specified in this Section 3(d), to the maximum extent permitted by applicable law, during the nine (9) monthperiod following the Executive’s termination date, Executive shall not engage in any employment or business activity that is directly competitive with theCompany’s business activities as of such termination date and Executive shall not induce any employee of the Company to leave the employ of theCompany. Each payment under this Section 3(d) shall be considered a separate payment and not one of a series of payments for Code Section 409A. Subjectto Section 5, any amount due to Executive pursuant to this Section 3(d) during the 60-day period following Executive’s termination without Cause shall bepaid to Executive in a single lump sum on the first payroll date immediately after the end of the 60-day period. (e) Release and Waiver. As a condition to receiving the benefits specified in Sections 3(d) and 4(b) of this Agreement, Executive mustdeliver to the Company a waiver and release of claims in the form attached hereto as Exhibit A (the “Release and Waiver”) within the time frame set forththerein, but in no event later than sixty (60) days following the Executive’s termination date, and any applicable revocation period must expire during the60-day period following Executive’s termination as described in Section 3(d) or 4(b) without Executive revoking such release. (f) Voluntary Termination by Executive. Executive may terminate his employment hereunder at any time, whether with or withoutcause, effective thirty (30) days after delivery of written notice of such termination to the Company, except for Executive’s Emergency Need. “EmergencyNeed”, as used in this Section, is defined to be the advent of illness or related health issues in Executive or his immediate family which a medical doctorwould conclude poses a mortal health risk to that person. The Company shall have the option, in its sole discretion, to specify an earlier termination date thanthat provided by Executive in the written notice. Upon voluntary termination pursuant to this Section, the Company shall have no further obligations toExecutive other than to pay all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred byExecutive prior to effective date of termination as determined by the Company. If Executive voluntarily terminates Executive’s employment, then allunvested options to purchase Common Stock of the Company held by Executive as of the date of Executive’s termination shall immediately terminate andbecome unexercisable and all vested options held by Executive as of the date of Executive’s termination shall remain exercisable for six (6) months from thedate of the voluntary termination. (g) Resignation as a Director. In the event of any termination of employment pursuant to this Agreement, Executive shall be deemedto have resigned voluntarily from the Board and any Committee of the Board, and from the board of directors (and any 4 committee thereof) of all subsidiaries of the Company, upon the effective date of termination or such earlier date as may be agreed in writing between theCompany and Executive, and Executive’s signature on this Agreement shall, without the need to any further action, constitute Executive’s resignation fromsuch boards of directors in such circumstance. (h) Returning Company Documents. In the event of any termination of Executive’s employment hereunder, Executive shall, prior toor on such termination deliver to the Company (and will not maintain possession of or deliver to anyone else) any and all devices, records, data, data basessoftware, software documentation, laboratory notebooks, notes, reports, proposals, lists, customer lists, correspondence, specifications, drawings, blueprints,sketches, materials, equipment, other documents or property, or reproductions of any of the above aforementioned items belonging to the Company, itssuccessors or assigns. 4. Change in Control. (a) Option Acceleration Upon a Change in Control. Effective immediately upon the closing of a Change in Control (as definedbelow), the vesting of all of the then unvested shares of Common Stock subject to the Options shall be accelerated in full and the Options shall become fullyvested and immediately exercisable as to such additional vested shares (and, if any Options have been early exercised by Executive, the reacquisition orrepurchase rights held by the Company with respect to the shares of Common Stock subject to such acceleration shall lapse in full, as appropriate). (b) Benefits Upon Termination. Notwithstanding anything herein to the contrary, in the event that Executive’s employment by theCompany is terminated without Cause (as defined above) or Executive terminates his employment for Good Reason (as defined below) within thirteen(13) months following, the effective date of a Change in Control (as defined below), contingent upon Executive’s delivery to the Company of a fullyeffective Release and Waiver as provided in Section 3(e) and provided such termination is a “separation from service” as such term is defined in CodeSection 409A(a)(2)(A)(i), the Executive shall be entitled to the benefits and payments specified in Sections 3(d)(i) and 3(d)(ii) above, and the vesting of theunvested shares of Common Stock subject to the Options shall immediately accelerate in full such that the Options shall become fully vested and exercisablewith respect to all of the shares of Common Stock subject to such Options (and, if any Options have been early exercised by Executive, the reacquisition orrepurchase rights held by the Company with respect to the shares of Common Stock subject to such acceleration shall lapse in full, as appropriate). Anyamounts owed pursuant to this Section 4(b) shall be paid in accordance with Section 3(d) of this Agreement; provided, however, that if the Change in Controlconstitutes a “change in control event” under Code Section 409A, any amounts owed as specified in Section 3(d)(i) shall instead be paid in a single lumpsum on the first payroll date immediately after the 60th day following the termination of Executive’s employment. (c) Change in Control. “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of anyone or more of the following events: 5 (i) any Exchange Act Person (as defined below) becomes the beneficial owner, directly or indirectly, of securities of theCompany representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of amerger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of theacquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series ofrelated transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because thelevel of beneficial ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstandingvoting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, providedthat if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and aftersuch share acquisition, the Subject Person becomes the beneficial owner of any additional voting securities that, assuming the repurchase or other acquisitionhad not occurred, increases the percentage of the then outstanding voting securities beneficially owned by the Subject Person over the designated percentagethreshold, then a Change in Control shall be deemed to occur (for purposes of this Section 4(c), “Exchange Act Person” means any natural person, entity or“group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), except that “Exchange ActPerson” shall not include (A) the Company or any subsidiary of the Company, (B) any employee benefit plan of the Company or any subsidiary of theCompany or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, (C) anunderwriter temporarily holding securities pursuant to an offering of such securities, (D) an entity beneficially owned, directly or indirectly, by thestockholders of the Company in substantially the same proportions as their beneficial ownership of stock of the Company; or (E) any natural person, entity or“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the date of this Agreement, is the beneficial owner, directly orindirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstandingsecurities); (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do notbeneficially own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstandingvoting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstandingvoting power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportionsrelative to each other as their beneficial ownership of the outstanding voting securities of the Company immediately prior to such transaction; (iii) the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of theCompany, or a complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation; 6 (iv) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidatedassets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of theCompany and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are beneficiallyowned by stockholders of the Company in substantially the same proportions relative to each other as their beneficial ownership of the outstanding votingsecurities of the Company immediately prior to such sale, lease, license or other disposition; or (v) individuals who, on the date of this Agreement, are members of the Board (the “Incumbent Board”) cease for any reason toconstitute at least a majority of the members of the Board; (provided, however, that if the appointment or election (or nomination for election) of any newBoard member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, forpurposes of the Plan, be considered as a member of the Incumbent Board). (d) Good Reason. “Good Reason” for the Executive to terminate the Executive’s employment hereunder shall mean the occurrence ofany of the following events without the Executive’s consent: (i) a material adverse change in the nature of the Executive’s authority, duties or responsibilities, as they exist on theEffective Date of this Agreement; (ii) the relocation of the Company’s executive offices or principal business location to a point more than sixty (60) miles fromtheir location as of the Effective Date of this Agreement; or (iii) a material reduction by the Company of the Executive’s base salary as initially set forth herein or as the same may beincreased from time to time, except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all orsubstantially all senior officers of the Company and does not exceed 15% of Executive’s base salary. Provided however that, such termination by the Executive shall only be deemed for Good Reason pursuant to the foregoing definition if: (i) the Executivegives the Company written notice of the intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that theExecutive believes constitutes Good Reason, which notice shall describe such condition(s); (ii) the Company fails to remedy such condition(s) within thirty(30) days following receipt of the written notice (the “Cure Period”); and (iii) the Executive terminates employment within thirty (30) days following the endof the Cure Period. 5. Application of Internal Revenue Code Section 409A. (a) Notwithstanding anything to the contrary contained in this Agreement, if anypayment or reimbursement, or the provision of any benefit under this Agreement that is paid or provided upon Executive’s “separation from service” with theCompany within the meaning of Code Section 409A(a)(2)(A)(i) would constitute a “deferral of compensation” under Code Section 409A and Executive is a“specified employee” (as determined pursuant to procedures adopted by the 7 Company in compliance with Code Section 409A) on the date of Executive’s “separation from service” with the Company within the meaning of CodeSection 409A(a)(2)(A)(i), Executive will receive payment or reimbursement of such amounts or the provision of such benefits upon the earlier of (i) the firstday of the seventh month following the date of Executive’s “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) ofthe Code or (ii) Executive’s death. (b) To the extent applicable, it is intended that this Agreement comply with the provisions of Code Section 409A, so that the incomeinclusion provisions of Code Section 409A(a)(1) do not apply to Executive. This Agreement shall be administered in a manner consistent with this intent.Reference to Code Section 409A is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any otherformal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. 6. Code Section 280G. If any payment or benefit Executive would receive pursuant to a Corporate Transaction from the Company or otherwise(“Payment”) would (i) constitute a “parachute payment” within the meaning of Code Section 280G, and (ii) but for this sentence, be subject to the excise taximposed by Code Section 4999 (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Payment are paid toExecutive, which of the following two amounts would maximize Executive’s after-tax proceeds: (i) payment in full of the entire amount of the Payment (a“Full Payment”), or (ii) payment of only a part of the Payment so that Executive receives the largest payment possible without the imposition of the ExciseTax (a “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstandingthat all or some portion of the Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a ReducedPayment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (allcomputed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of suchstate and local taxes). If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, andExecutive shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits shalloccur in the following order: reduction of cash payments, cancellation of accelerated vesting of stock awards, and reduction of other benefits. In the eventthat acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of thedate of grant unless Executive elects in writing a different order for cancellation. The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date ofthe Corporate Transaction shall make all determinations required to be made under this Section 6. If the independent registered public accounting firm soengaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Corporate Transaction, the Company shallappoint a different nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shallbear all expenses with respect to the determinations by such independent registered public accounting firm required to be made 8 hereunder. The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together withdetailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment istriggered (if requested at that time by the Company or Executive) or at such other time as requested by the Company. If the independent registered publicaccounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shallfurnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment.Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. 7. Conflict of Interest. During the Employment Period, Executive shall devote such time and energies as appropriate to fulfill allresponsibilities to the Company in the capacity set forth in Section 1. Executive shall be free to pursue business activities which do not interfere with theperformance of his duties and responsibilities under this Agreement; provided, however, Executive shall not engage in any outside business activity whichinvolves actual or potential competition with the business of the Company, except with the written consent of the Board. 8. Executive Benefit Plans. All of the Executive benefit plans referred to or contemplated by this Agreement shall be governed solely by theterms of the underlying plan documents and applicable law. Nothing in this Agreement shall impair the Company’s right to amend, modify, replace, andterminate any and all such plans in its sole discretion as provided by law. This Agreement is for the sole benefit of Executive and the Company, and is notintended to create an Executive benefit plan or to modify existing terms of existing plans. 9. Assignment. This Agreement may not be assigned by Executive. This Agreement shall bind and inure to the benefit of the Company’ssuccessors and assigns, as well as Executive’s heirs, executors, administrators, and legal representatives. The Company shall obtain from any successor, beforethe succession takes place, an agreement to assume the obligations and perform all of the terms and conditions of this Agreement. 10. Notices. All notices required by this Agreement may be delivered by first class mail at the following addresses: To Company: Adamis Pharmaceuticals Corporation11682 El Camino Real, Suite 300San Diego, CA 92130 To Executive: Thomas Moll, Ph.D. 11. Amendment. This Agreement may be modified only by written agreement signed by both the Company and Executive. 9 12. Choice of Law; Arbitration. This Agreement shall be governed by the laws of the State of California, without regard to choice of lawprinciples. To provide a mechanism for rapid and economical dispute resolution, Executive and the Company agree that any and all disputes, claims, orcauses of action, in law or in equity, arising from or relating to this Agreement (including the Release and Waiver) and its enforcement, performance, breachor interpretation, will be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration before a single arbitrator held in SanDiego, California and conducted by the American Arbitration Association (“AAA”), under its then-existing rules and procedures. The parties shall be entitledto conduct adequate discovery, and they may obtain all remedies available to the parties as if the matter had been tried in court. The arbitrator shall issue awritten decision which specifies the findings of fact and conclusions of law on which the arbitrator’s decision is based. Judgment upon the award rendered bythe arbitrator may be entered by any court having jurisdiction thereof. Unless a different allocation is required by law, the parties shall each pay one-half ofall fees and costs of the arbitration. Punitive damages shall not be awarded. Unless otherwise required by law, the arbitrator will award reasonable expenses(including reimbursement of the assigned arbitration costs) to the prevailing party. Nothing in this Section or in this Agreement is intended to prevent eitherExecutive or the Company from obtaining injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending the conclusion of anysuch arbitration. Notwithstanding the above, both Executive and the Company retain the right to seek or obtain, and shall not be prohibited, limited or in anyother way restricted from seeking or obtaining, equitable relief from a court having jurisdiction over the parties in order to enforce the nonsolicitation andnoncompetition provisions of this Agreement or any disputes or claims relating to or arising out of the misuse or misappropriation of the Company’sintellectual property. 13. Partial Invalidity. In the event any provision of this Agreement is void or unenforceable, the remaining provisions shall continue in fullforce and effect. 14. Waiver. No waiver of any breach of this Agreement shall constitute a waiver of any subsequent breach. 15. Complete Agreement. As of the Effective Date, this Agreement, together with the stock option agreements and equity incentive plansgoverning the Options, constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes any and all prior orcontemporaneous oral and written agreements or understandings between the parties, including the Prior Agreement. 16. Headings. Headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of thisAgreement for any other purpose. 17. Miscellaneous. Executive acknowledges full understanding of the matters set forth herein and the obligations undertaken upon theexecution hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 10 IN WITNESS WHEREOF, the parties have executed this EXECUTIVE EMPLOYMENT AGREEMENT as of the date first written above. ADAMIS PHARMACEUTICALS CORPORATION By: /s/ Dennis J. Carlo Name:Dennis J. Carlo Title:President and CEO EXECUTIVE: By: /s/ Thomas Moll, Ph.D. Name:Thomas Moll, Ph.D. 11 EXHIBIT A RELEASE AND WAIVER OF CLAIMS In consideration of the payments and other benefits set forth in the Executive Employment Agreement dated December 31, 2015 (the “EmploymentAgreement”), to which this form is attached, I, Thomas Moll, hereby furnish Adamis Pharmaceuticals Corporation (the “Company”), with the followingrelease and waiver (“Release and Waiver”). In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally andcompletely release the Company and its directors, officers, executives, shareholders, partners, agents, attorneys, predecessors, successors, parent andsubsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are inany way related to events, acts, conduct, or omissions occurring prior to my signing this Release and Waiver. This general release includes, but is not limitedto: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to mycompensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severancepay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, andbreach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotionaldistress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims fordiscrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americanswith Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the California Fair Employment andHousing Act (as amended). Nothing in this Release and Waiver shall be deemed to require the waiver or release of any claim that may not be released orwaived under applicable federal or state law. I also acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does notextend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him orher must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that sectionand any law of any jurisdiction of similar effect with respect to any claims I may have against the Company. I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing andvoluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive ofthe Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waivergranted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney priorto executing this Release and Waiver; (c) I have twenty-one (21) days from the date of termination of my employment with the A-1 Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven(7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not beeffective until the seven (7) day revocation period has expired unexercised and no benefits will be paid unless and until this Release and Waiver has becomeeffective. In the event that this Release and Waiver is requested in connection with an exit incentive or other employment termination program offered to agroup or class of employees, I have forty-five (45) days to consider this Release and Waiver and I shall be provided with the information required by 29U.S.C. Section 626 (f)(1)(H). In consideration of the severance payments and other benefits set forth in the Employment Agreement, I agree that after the termination of myemployment with the Company I will not disparage the Company or its products, services, agents, representatives, directors, officers, shareholders,employees, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them with any written or oral statement. I alsoagree that during the severance period set forth in the Employment Agreement I will cooperate from time to time with the Company in providing for theorderly transition of my duties and responsibilities to other individuals, as reasonably requested by the Company and subject to reimbursement by theCompany of any costs or expenses incurred by me in providing such cooperation. This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me withregard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This Release andWaiver may only be modified by a writing signed by both me and a duly authorized member of the Board of Directors of the Company. Date: A-2 ADAMIS PHARMACEUTICALS CORPORATION 10-K Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Prospectus constituting a part of the Registration Statements on Form S-8 (Nos. 333-159229, 333-169106, 333-175383, 333-196435, and 333-201742), on Form S-1 (Nos. 333-190798, 333-192372, and 333- 192801), and on Form S-3 (Nos. 333-196976,333-199454, 333-200447 and 333-209401) of our report dated March 23, 2016, (which includes an explanatory paragraph relating to the uncertainty of theCompany’s ability to continue as a going concern) relating to the consolidated financial statements of Adamis Pharmaceuticals Corporation and Subsidiaries(the Company), as of and for the periods ended December 31, 2015 and December 31, 2014, which report is included in this Annual Report on Form 10-K. /s/ MAYER HOFFMAN MCCANN P.C.San Diego, CaliforniaMarch 23, 2016 ADAMIS PHARMACEUTICALS CORPORATION 10-K Exhibit 31.1CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dennis J. Carlo, certify that: 1.I have reviewed this annual report on Form 10-K of Adamis Pharmaceuticals Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annualreport; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and (15d-15(e)) for the registrant and we have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this annual report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting disclosure to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial data; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. Date:March 23, 2016 By:/s/ Dennis J. Carlo Chief Executive Officer ADAMIS PHARMACEUTICALS CORPORATION 10-KExhibit 31.2CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert O. Hopkins, certify that: 1.I have reviewed this annual report on Form 10-K of Adamis Pharmaceuticals Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annualreport; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and (15d-15(e)) for the registrant and we have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this annual report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting disclosure to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial data; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. Date:March 23, 2016 By:/s/ Robert O. Hopkins Vice President, Finance and Chief Financial Officer ADAMIS PHARMACEUTICALS CORPORATION 10-K Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The undersigned, Dennis J. Carlo, the Chief Executive Officer of Adamis Pharmaceuticals Corporation (the “Company”), pursuant to 18 U.S.C. 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that, to the best of my knowledge: (1) the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “Report”) fully complies with the requirements ofSection 13(a) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ DENNIS J. CARLO Dennis J. Carlo Chief Executive Officer Dated: March 23, 2016 This certification is being furnished to the SEC with this Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 andshall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934. ADAMIS PHARMACEUTICALS CORPORATION 10-K Exhibit 32.2 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The undersigned, Robert O. Hopkins, as Vice President, Finance and Chief Financial Officer of Adamis Pharmaceuticals, Corporation (the “Company”),pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, hereby certifies that, to the best of my knowledge: (1) the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “Report”) fully complies with the requirements ofSection 13(a) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ ROBERT O. HOPKINS Robert O. Hopkins Vice President and Chief Financial Officer Dated: March 23, 2016 This certification is being furnished to the SEC with this Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not,except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934. 

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