UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2016
AMERICAN BIO MEDICA CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 0-28666 | 14-1702188 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
122 Smith Road, Kinderhook, NY 12106
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 518-758-8158
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On November 7, 2016, American Bio Medica Corporation (the “Company”) entered into an addendum to Financial Advisory Agreement (the “Agreement”) with Landmark Pegasus, Inc. (‘Landmark”). The Agreement provides that Landmark will continue to provide certain financial advisory services for a minimum period of 8 months (which period commenced on July 4, 2016), and as consideration for these services, the Company will pay Landmark (a) a retainer fee of $50,000 payable in 384,615 restricted shares of common stock and (b) certain “success fees” for the consummation of any transaction closing during the term of the Agreement and for 12 months thereafter, between the Company and any party first introduced to the Company by Landmark, or for any other transaction not originated by Landmark but for which Landmark provides substantial support in completing during the term of the Agreement. There is no material relationship between the Company and Landmark, other than with respect to the Agreement.
On October 25, 2016, Landmark filed a Schedule 13G in connection with its greater than 5% ownership of the Company’s total shares outstanding.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN BIO MEDICA CORPORATION (Registrant) | ||
| Dated: November 8, 2016 | By: | /s/ Melissa A. Waterhouse |
| Melissa A. Waterhouse Chief Executive Officer (Principal Executive Officer) Principal Financial Officer | ||