|
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(Commission File Number)
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(I.R.S. Employer Identification No.)
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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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
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||
|
|
Item 2.02 |
Results of Operations and Financial Condition.
|
Item 9.01 |
Financial Statements and Exhibits.
|
(d) |
Exhibits.
|
Exhibit No.
|
Description
|
||
Press release of Chembio Diagnostics, Inc., dated August 5, 2021
|
|||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
Chembio Diagnostics, Inc.
|
||
Dated: August 5, 2021
|
By:
|
/s/ Richard L. Eberly
|
Chief Executive Officer and President
|
• |
Achieved second quarter 2021 total revenue of $6.5 million and product revenue of $3.9 million, representing growth of 26% and 4%, respectively, compared to the prior year period
|
• |
Initiated shipments under a $28.3 million purchase order for DPP SARS-CoV-2 Antigen Tests received from Bio-Manguinhos to support the urgent needs of Brazil’s Ministry of Health for delivery during 2021
|
• |
Received a $4.0 Million HIV Test purchase order supported by The Global Fund for shipment to Ethiopia into early 2022
|
• |
Continued clinical trials for the DPP SARS-CoV-2 Antigen Test System, intended for use in applications for a new EUA and a 510(k)
|
• |
Launched an at the market (“ATM”) offering of common stock and raised $36.9 million of gross proceeds in July
|
• |
The Company received significant purchase orders (the “Significant POs”) from two customers. The Company had pursued the Significant POs for an extended period of time, but did not receive them until July
2021 as follows:
|
o |
On July 20, 2021, the Company received a $28.3 million purchase order from Bio-Manguinhos for the purchase of DPP SARS-CoV-2 Antigen tests for delivery during 2021 to support the urgent needs of Brazil’s
Ministry of Health in addressing the COVID-19 pandemic. Bio-Manguinhos, a subsidiary of the Oswaldo Cruz Foundation, is responsible for the development and production of vaccines, diagnostics and biopharmaceuticals, primarily to meet
demands of Brazil’s national public health system.
|
o |
On July 22, 2021, the Company received a $4 million purchase order from the Partnership for Supply Chain Management, supported by The Global Fund, for the purchase of HIV 1/2 STAT-PAK Assays for shipment to
Ethiopia into early 2022.
|
• |
The Company raised gross proceeds of approximately $36.9 million from the issuance of 8,323,242 shares of common stock pursuant to an At the Market Offering Agreement (the “ATM Agreement”) with Craig Hallum
Capital Group LLC, pursuant to which Chembio may sell from time to time, at its option, up to an aggregate of $60,000,000 of shares of common stock through Craig Hallum Capital Group LLC, as sales agent. Net of the placement fee and other
transaction costs, the Company realized estimated net proceeds of approximately $34.7 million.
|
For the three months ended
|
For the six months ended
|
|||||||||||||||
June 30, 2021
|
June 30, 2020
|
June 30, 2021
|
June 30, 2020
|
|||||||||||||
REVENUES:
|
||||||||||||||||
Product revenue
|
$
|
3,931,383
|
$
|
3,791,574
|
$
|
7,956,045
|
$
|
9,508,166
|
||||||||
R&D revenue
|
727
|
1,193,973
|
1,107,366
|
2,101,660
|
||||||||||||
Government grant income
|
2,280,000
|
-
|
5,630,000
|
-
|
||||||||||||
License and royalty revenue
|
250,000
|
125,625
|
493,058
|
360,929
|
||||||||||||
TOTAL REVENUES
|
6,462,110
|
5,111,172
|
15,186,469
|
11,970,755
|
||||||||||||
COSTS AND EXPENSES:
|
||||||||||||||||
Cost of product revenue
|
4,039,696
|
5,670,737
|
7,588,137
|
10,045,179
|
||||||||||||
Research and development expenses
|
2,796,981
|
1,922,306
|
5,660,319
|
3,881,159
|
||||||||||||
Selling, general and administrative expenses
|
6,001,353
|
4,397,593
|
12,086,422
|
8,554,234
|
||||||||||||
Asset impairment, severance, restructuring and related costs
|
1,961,156
|
387,540
|
2,044,243
|
1,110,658
|
||||||||||||
Acquisition costs
|
-
|
-
|
-
|
63,497
|
||||||||||||
14,799,186
|
12,378,176
|
27,379,121
|
23,654,727
|
|||||||||||||
LOSS FROM OPERATIONS
|
(8,337,076
|
)
|
(7,267,004
|
)
|
(12,192,652
|
)
|
(11,683,972
|
)
|
||||||||
OTHER EXPENSE:
|
||||||||||||||||
Interest expense, net
|
(727,374
|
)
|
(712,052
|
)
|
(1,439,851
|
)
|
(1,374,192
|
)
|
||||||||
LOSS BEFORE INCOME TAXES
|
(9,064,450
|
)
|
(7,979,056
|
)
|
(13,632,503
|
)
|
(13,058,164
|
)
|
||||||||
Income tax benefit
|
65
|
135,259
|
67,955
|
214,818
|
||||||||||||
NET LOSS
|
$
|
(9,064,385
|
)
|
$
|
(7,843,797
|
)
|
$
|
(13,564,548
|
)
|
$
|
(12,843,346
|
)
|
||||
Basic and diluted loss per share
|
$
|
(0.45
|
)
|
$
|
(0.42
|
)
|
$
|
(0.67
|
)
|
$
|
(0.71
|
)
|
||||
Weighted average number of shares outstanding, basic and diluted
|
20,219,617
|
18,868,144
|
20,191,657
|
18,032,723
|
(Unaudited)
|
||||||||
June 30, 2021
|
December 31, 2020
|
|||||||
- ASSETS -
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
5,564,349
|
$
|
23,066,301
|
||||
Accounts receivable, net of allowance for doubtful accounts of $193,535 and $296,793 as of June 30, 2021 and December 31, 2020, respectively
|
2,977,082
|
3,377,387
|
||||||
Inventories, net
|
15,720,292
|
12,516,402
|
||||||
Prepaid expenses and other current assets
|
1,064,508
|
778,683
|
||||||
TOTAL CURRENT ASSETS
|
25,326,231
|
39,738,773
|
||||||
FIXED ASSETS:
|
||||||||
Property, Plant and Equipment, net
|
9,149,460
|
8,688,403
|
||||||
Finance lease right-of-use asset, net
|
225,947
|
233,134
|
||||||
TOTAL FIXED ASSETS, net
|
9,375,407
|
8,921,537
|
||||||
OTHER ASSETS:
|
||||||||
Operating lease right-of-use assets, net
|
6,274,945
|
6,112,632
|
||||||
Intangible assets, net
|
2,329,859
|
3,645,986
|
||||||
Goodwill
|
5,899,531
|
5,963,744
|
||||||
Deposits and other assets
|
370,644
|
509,342
|
||||||
TOTAL ASSETS
|
$
|
49,576,617
|
$
|
64,892,014
|
||||
- LIABILITIES AND STOCKHOLDERS’ EQUITY -
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable and accrued liabilities
|
$
|
8,091,368
|
$
|
10,042,790
|
||||
Deferred revenue
|
404,486
|
1,606,997
|
||||||
Operating lease liabilities
|
867,154
|
642,460
|
||||||
Finance lease liabilities
|
65,435
|
58,877
|
||||||
TOTAL CURRENT LIABILITIES
|
9,428,443
|
12,351,124
|
||||||
OTHER LIABILITIES:
|
||||||||
Long-term operating lease liabilities
|
6,392,531
|
6,327,143
|
||||||
Long-term finance lease liabilities
|
174,466
|
185,239
|
||||||
Long-term debt, net
|
18,477,924
|
18,182,158
|
||||||
Deferred tax liability
|
-
|
69,941
|
||||||
TOTAL LIABILITIES
|
34,473,364
|
37,115,605
|
||||||
STOCKHOLDERS’ EQUITY:
|
||||||||
Preferred stock – 10,000,000 shares authorized, none issued or outstanding
|
-
|
-
|
||||||
Common stock - $0.01 par value; 100,000,000 shares authorized; 20,285,695 shares and 20,223,498 shares issued at March 31, 2021 and December 31,
2020, respectively
|
203,374
|
202,235
|
||||||
Additional paid-in capital
|
126,006,387
|
124,961,514
|
||||||
Accumulated deficit
|
(110,670,879
|
)
|
(97,106,331
|
)
|
||||
Treasury stock 41,141 shares at cost as of March 31, 2021 and December 31, 2020, respectively
|
(190,093
|
)
|
(190,093
|
)
|
||||
Accumulated other comprehensive loss
|
(245,536
|
)
|
(90,916
|
)
|
||||
TOTAL STOCKHOLDERS’ EQUITY
|
15,103,253
|
27,776,409
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
49,576,617
|
$
|
64,892,014
|
June 30,
2021
|
June 30,
2020
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Cash received from customers and grants
|
$
|
14,493,073
|
$
|
16,993,648
|
||||
Cash paid to suppliers and employees
|
(28,559,938
|
)
|
(22,751,210
|
)
|
||||
Cash paid for operating leases
|
(696,188
|
)
|
(457,277
|
)
|
||||
Cash paid for finance leases
|
(10,312
|
)
|
(9,367
|
)
|
||||
Interest and taxes, net
|
(1,135,295
|
)
|
(1,106,778
|
)
|
||||
Net cash used in operating activities
|
(15,908,660
|
)
|
(7,330,984
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Acquisition of and deposits on fixed assets
|
(1,270,989
|
)
|
(2,351,160
|
)
|
||||
Patent Application Costs
|
(28,023
|
)
|
(98,186
|
)
|
||||
Net cash used in investing activities
|
(1,299,012
|
)
|
(2,449,346
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Issuance of stock, net
|
-
|
28,463,741
|
||||||
Stimulus package loan
|
-
|
2,978,315
|
||||||
Payment of stimulus package loan
|
-
|
(2,978,315
|
)
|
|||||
Payments on note payable
|
-
|
(104,542
|
)
|
|||||
Payments of tax withholdings on stock award
|
(119,513
|
)
|
(343,080
|
)
|
||||
Payments on finance lease
|
(29,820
|
)
|
(23,578
|
)
|
||||
Net cash provided by financing activities
|
(149,333
|
)
|
27,992,541
|
|||||
Effect of exchange rate changes on cash
|
(144,947
|
)
|
(29,095
|
)
|
||||
DECREASE IN CASH AND CASH EQUIVALENTS
|
(17,501,952
|
)
|
18,183,116
|
|||||
Cash and cash equivalents - beginning of the period
|
23,066,301
|
18,271,352
|
||||||
Cash and cash equivalents - end of the period
|
$
|
5,564,349
|
$
|
36,454,468
|
||||
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
|
||||||||
Net Loss
|
$
|
(13,564,548
|
)
|
$
|
(12,843,346
|
)
|
||
Adjustments:
|
||||||||
Depreciation and amortization
|
1,390,897
|
1,441,823
|
||||||
Share based compensation
|
1,165,632
|
347,141
|
||||||
Non-cash inventory changes
|
863,612
|
-
|
||||||
Benefit from deferred tax liability
|
(69,941
|
)
|
(216,000
|
)
|
||||
Impairment of long-lived assets
|
1,273,945
|
-
|
||||||
Provision (recovery) for doubtful accounts
|
(103,258
|
)
|
94,262
|
|||||
Changes in assets and liabilities, net of effects from acquisitions:
|
||||||||
Accounts receivable
|
503,563
|
1,050,738
|
||||||
Inventories
|
(4,067,502
|
)
|
(4,533,511
|
)
|
||||
Prepaid expenses and other current assets
|
(285,825
|
)
|
(49,894
|
)
|
||||
Deposits and other assets
|
138,698
|
113,655
|
||||||
Accounts payable and accrued liabilities
|
(1,951,422
|
)
|
3,291,993
|
|||||
Deferred revenue
|
(1,202,511
|
)
|
3,972,155
|
|||||
Net cash used in operating activities
|
$
|
(15,908,660
|
)
|
$
|
(7,330,984
|
)
|
||
Supplemental disclosures for non-cash investing and financing activities:
|
||||||||
Deposits on manufacturing equipment transferred to fixed assets
|
$
|
-
|
$
|
472,651
|