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): July 3, 2007 (June 21,
2007)
CHEMBIO
DIAGNOSTICS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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0-30379
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88-0425691
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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3661
Horseblock Road
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Medford,
NY 11763
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(Address
of principal executive offices)
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631-924-1135
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(Registrant’s
Telephone Number)
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N/A
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
3.02. Unregistered Sales of Equity Securities.
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(a)
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On
July 2, 2007, as payment of dividends on the series B preferred stock,
Chembio Diagnostics, Inc. (the “Company”) issued 489,998 shares of common
stock to the holders of the series B preferred stock. On the
same day, as payment of dividends on the series C preferred stock,
the
Company issued 897,896 shares of common stock to the holders of the
series
C preferred stock. No cash was exchanged in these
issuances. The Company relied on Section 4(2) of the Securities
Act of 1933 as the basis for its exemption from registration of these
issuances. The investors in these issuances were accredited
investors of the Company.
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On
June
21, 2007, the Company granted options to purchase the Company’s common stock to
each of its non-employee directors. The Company granted each of
Alan Carus and Dr. Gary Meller options to purchase 144,000 shares of the
Company’s common stock, and accelerated the vesting date for 24,000 options
which were previously granted to each of Mr. Carus and Dr.
Meller. The exercise price for the 144,000 options is $.53 per share,
and 36,000 of these options vest on June 21, 2008, and 36,000 of these
options will vest on the date of each of the three succeeding annual meetings
of
stockholders following the annual meeting of stockholders for the year ended
December 31, 2007. The exercise price for the 24,000 options granted
to Dr. Meller is $.68 per share, and these options are exercisable immediately,
and the exercise price for the 24,000 options granted to Mr. Carus is $.55
per share, and these options are exercisable immediately. The Company also
granted Katherine L. Davis options to purchase 180,000 shares of the Company’s
common stock on June 21, 2007. The exercise price for these
options is $.53 per share, and 36,000 of these options vested on June 21, 2007,
and 36,000 of these options will vest on the date of each of the four succeeding
annual meetings of stockholders following the annual meeting of stockholders
for
the year ended December 31, 2006.
All
of
the options granted to the Company’s non-employee directors were granted as part
of the Company’s director compensation program, and were previously reported to
the Securities and Exchange Commission in Forms 4 filed on June 25,
2007. The Company relied on Section 4(2) of the Securities Act
of 1933 as the basis for its exemption from registration of these issuances,
and
the investors in these issuances were accredited investors.
ITEM
7.01. Regulation FD Disclosure.
On
June
27, 2007, the Company issued a press release titled “Chembio Anticipates Record
HIV Test Revenues for First Half of 2007” included herein as Exhibit
99.1.
ITEM
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Press
Release titled “Chembio Anticipates Record HIV Test
Revenues for First Half of 2007” issued June 27,
2007.
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In
accordance with General Instruction B.2 of Form 8-K, the information disclosed
in Item 7.01 and Exhibit 99.1 attached to this current report on Form 8-K shall
not be deemed “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934, nor shall it be deemed incorporated by reference in any
filing. This current report on Form 8-K does not constitute a
determination of whether any information included herein is
material.
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 thereunto
duly authorized.
Date: July
3,
2007 Chembio
Diagnostics, Inc.
By: /s/
Lawrence A.
Siebert
Lawrence
A. Siebert
Chief
Executive Officer