CHEMBIO DIAGNOSTICS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-04-27: Form 8-K; Period of report 2023-04-26; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.02.
- 2023-04-06: Form 8-K; Period of report 2023-04-06; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2023-03-21: Form 8-K; Period of report 2023-03-21; Description 8.01 Other Events; Details 8.01.
- 2023-03-15: Form 8-K; Period of report 2023-03-15; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-04-27 | 8-K | 2023-04-26 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.02 On April 27, 2023, effective as of the closing of the Merger, Chembio terminated that certain Credit Agreement and Guaranty, dated as of September 3, 2019, by and among Chembio, the Guarantors from time to time party thereto, and Perceptive Credit Holdings II, LP and its successors and assigns party thereto, and concurrently repaid all advances and other obligations outstanding thereunder. 2.01 The disclosure set forth in the “Explanatory Note” above is incorporated into this Item 2.01 by reference. 3.01 The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information set forth in the Explanatory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of the consummation of the Offer and the consummation of the Merger in accordance with NRS 92A.133 on April 27, 2023, a change in control of Chembio occurred. 5.02 The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.03 Pursuant to the Merger Agreement, at the Effective Time, the articles of incorporation of Chembio (the “Articles of Incorporation”) were amended and restated in their entirety. 7.01 On April 27, 2023, Biosynex issued a press release announcing the completion of the Merger. | brhc20052113_8k.htm |
| 2023-04-06 | 8-K | 2023-04-06 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 6, 2023, Chembio Diagnostics, Inc. (the “Company”) received formal notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s continued non-compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a) (the “Bid Price Rule”) would result in the delisting of the Company’s securities from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). | brhc10051150_8k.htm |
| 2023-03-21 | 8-K | 2023-03-21 | 8.01 Other Events | 8.01 On March 21, 2023, we issued a press release titled “Chembio Stockholders Reminded to Tender Shares Before 6:00 PM New York City Time, on March 28, 2023.” A copy of the press release is included as Exhibit 99.1 to this report. | brhc10049967_8k.htm |
| 2023-03-15 | 8-K | 2023-03-15 | 8.01 Other Events | 8.01 On March 15, 2023, we issued a press release titled “Chembio Announces Letter to Stockholders Regarding Tender Offer.” A copy of the press release is included as Exhibit 99.1 to this report. | brhc10049735_8k.htm |
| 2023-02-24 | 8-K | 2023-02-24 | 8.01 Other Events | 8.01 On February 24, 2023, we issued a press release titled “Chembio Announces the Receipt of CLIA Waiver for its DPP HIV-Syphilis System.” A copy of the press release is included as Exhibit 99.1 to this report. | brhc10048716_8k.htm |
| 2023-01-31 | 8-K | 2023-01-31 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On January 31, 2023, Chembio Diagnostics, Inc. (“Chembio”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Biosynex SA, a French société anonyme (“Biosynex”), and Project Merci Merger Sub, Inc., a Nevada corporation and wholly-owned indirect subsidiary of Biosynex (“Merger Sub”). 8.01 On January 31, 2023, Chembio issued a joint press release with Biosynex announcing the execution of the Merger Agreement. | ny20007154x1_8k.htm |