UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): August 20,
2020
AMERICAN BIO MEDICA
CORPORATION
(Exact
name of registrant as specified in its charter)
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New
York
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0-28666
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14-1702188
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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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):
☐
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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Common
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ABMC
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Over-the-counter-Pink
Sheets
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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 8.01
OTHER EVENTS
As
previously disclosed, the Company relied on the order (the
“SEC Order”) issued by the Securities and Exchange
Commission (the “SEC”) on March 25, 2020 (Release No.
34-88465) pursuant to the SEC’s authority under Section 36 of
the Securities Exchange Act of 1934 (the “Exchange
Act”) granting exemptions from certain provisions of the
Exchange Act and the rules thereunder related to the reporting
requirements for certain public companies, subject to the
satisfaction of certain conditions, to delay the filing of its
Annual Report on Form 10-K for the year ended December 31, 2019
(the “Form 10-K”). The Company filed its Form 10-K on
June 26, 2020.
The
Company relied on the same SEC order to delay the filing of its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020
(the “Form 10-Q”) which afforded the Company until July
6, 2020 (which included a 5 day filing extension under Form 12b-25
filed on June 29, 2020). Unfortunately, the Company was not able to
timely file the Form 10-Q for the period ended March 31, 2020
without unreasonable effort and expense.
The
Company immediately began the quarterly review process for the
period ended June 30, 2020 upon filing the Form 10-Q for the
quarter ended March 31, 2020 on July 31, 2020. Under normal
circumstances, the Form 10-Q for the period ended June 30, 2020
would be due by August 14, 2020. The Company filed a Form 12b-25 on
August 14, 2020 indicating it would utilize the standard extension
afforded under the filing and make every effort to file the Form
10-Q for the quarter ended June 30, 2020 by August 21, 2020. The
Company also indicated in the Form 12b-25 that it was unsure
whether the Company could file by August 21, 2020 given the short
period of time since its last filing.
The
Company is a smaller reporting company that has been impacted by
current global conditions. This has put additional strain on the
already limited resources of most small public companies. The
Company will not be able to file the Form 10-Q for the period ended
June 30, 2020 by August 21, 2020. The Company has a long track
record of compliance and is doing everything possible to get back
in compliance with its financial filings. The Company does expect
to file the Form 10-Q for the period ended June 30, 2020 shortly
after the extended filing deadline. After the filing of the Form
10-Q for the quarter ended June 30, 2020, the Company does expect
to stay in compliance with its periodic reports requirements and
restore its past solid record of compliance.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains statements that are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements relate to expectations or forecasts for future events,
including, without limitation, our future financial or business
performance or strategies, results of operations or financial
condition. These statements may be preceded by, followed by or
include the words “may,” “might,”
“should,” “estimate,” “plan,”
“project,” “forecast,”
“intend,” “expect,”
“anticipate,” “believe,”
“seek,” “continue,” “target” or
similar expressions. These forward-looking statements are based on
information available to us as of the date they were made and
involve a number of risks and uncertainties which may cause them to
turn out to be wrong. Accordingly, forward-looking statements
should not be relied upon as representing our views as of any
subsequent date, and we do not undertake any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. As a result of a number of known and
unknown risks and uncertainties (which are further disclosed in our
periodic reports), as well as the possible impact of the COVID-19
pandemic on our business, employees, consultants, service
providers, shareholders, investors and creditors, our actual
results or performance may be materially different from those
expressed or implied by these forward-looking
statements.
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.
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AMERICAN BIO MEDICA
CORPORATION (Registrant)
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Date: August 20,
2020
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By:
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/s/ Melissa A.
Waterhouse
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Melissa A. Waterhouse |
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Chief Executive
Officer (Principal Executive Officer)
Principal Financial
Officer
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