Attached files
| file | filename |
|---|---|
| EX-4.26 - FORM OF SECURITIES PURCHASE AGREEMENT - AMERICAN BIO MEDICA CORP | abmc_ex426.htm |
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): December 20,
2018
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)
☐
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging
growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
ITEM 1.01 Entry into a Material Definitive
Agreement
On
December 20, 2018, American Bio Medica Corporation (the
“Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with Chaim Davis (the
Chairman of our Board of Directors) and certain other accredited
investors (altogether the “Investors”), pursuant to
which the Company has agreed to issue and sell to the Investors in
a private placement (the “Private Placement”), up to
2,000,000 units (the “Units”).
The
Company expects the Private Placement to close on or about December
24, 2018. Each Unit consists of one (1) share of the
Company’s common stock, par value $0.01 per share
(“Common Share”), at a price per Unit of $0.10 (the
“Purchase Price”) for aggregate gross proceeds of
approximately $200,000. The Company expects the net proceeds from
the Private Placement to be approximately $200,000 as expenses
related to the Private Placement were minimal. The Company did not
utilize a placement agent for the Private Placement. The company
intends to use the net proceeds for working capital and general
corporate purposes.
The
Company does not intend to register the Units issued under the
Private Placement; rather the Units issued will be subject to the
holding period requirements and other conditions of Rule
144.
The
Purchase Agreement contains customary representations, warranties
and covenants made solely for the benefit of the parties to the
Purchase Agreement. The Purchase Agreement is incorporated herein
by reference, but only to provide information regarding the terms
of the Purchase Agreement and not to provide any other factual
information regarding the Company or its business, and should be
read in conjunction with the disclosures in the Company’s
periodic reports and other filings with the SEC. Although our
Chairman of the Board is an investor in the Private Placement, the
pricing of the Units was determined by the non-affiliate
investors.
The
foregoing description of the material terms of the Purchase
Agreement is qualified in its entirety by reference to the full
text of the Purchase Agreement, which is filed as Exhibit 4.26 to
this Current Report on Form 8-K and incorporated herein by
reference.
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth above in Item 1.01 is hereby incorporated by
reference into this Item 3.02. The issuance of the Common Shares
shall be made pursuant to Section 4(2) of the Securities Act of
1933, as amended, and the rules promulgated thereunder, to
accredited investors.
Item
9.01 Financial Statement and Exhibits
(d) Exhibits
Form of
Securities Purchase Agreement
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: December 26,
2018
|
By:
|
/s/
Melissa
A. Waterhouse
|
|
|
|
|
Melissa A.
Waterhouse
|
|
|
|
|
Chief Executive
Officer
(Principal
Executive Officer)
Principal Financial
Officer
|
|