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
ON
NATIONAL HIV TESTING DAY, CHEMBIO ANTICIPATES RECORD HIV TEST REVENUES FOR
FIRST
HALF OF 2007
MEDFORD,
N.Y. – June 27, 2007 - Chembio Diagnostics Inc. (OTCBB: CEMI) announced today,
on National HIV Testing Day, that it expects to report revenues of at least
$2.2
million for the second quarter. When added to the $2.0 million of revenues
reported in the first quarter of 2007, this would result in revenues for
the
first half of 2007 of approximately $4.2 million, as compared with approximately
$2.9 million reported for the first half of 2006, representing an increase
of
approximately 46%. The $2.2 million for the second quarter of 2007
would represent an increase of approximately 34% over $1.6 million for the
second quarter of 2006.
Chembio
expects approximately $3.7 of the $4.2 million in the first half of 2007
to
consist of revenues from the sale of the Company’s HIV tests compared with $1.4
million of the $2.9 million in the first half of 2006, a 164%
increase. This increase has been primarily driven by increased sales
to the Supply Chain Management System (SCMS) operating under the United States
President’s Emergency Plan for AIDS Relief (PEPFAR), sales to Chembio’s
distributor in Mexico, Bio-Rad Laboratories, Inc. in connection with a
successful ongoing nationwide screening program in Mexico, and sales to
Chembio’s U.S. marketing partner Inverness Medical Innovations, Inc. for sales
through Inverness’ distribution network which serves the public
health, hospital, and physicians office market segments in the United States.
The Company began shipments to Mexico in late 2006 and to the United States
in
the first quarter of 2007.
“2007
is
on course so far to be another year of strong revenue growth for Chembio.
We
have broadened our sources of revenues beyond the developing world and
Brazil to now include Mexico and the United States. These and
other new markets, together with the anticipated CLIA waiver for our
HIV barrel product before the end of this year, are anticipated
to produce higher margin revenues”, commented Lawrence Siebert, Chembio's Chief
Executive Officer. “The recommendations for routine screening for HIV made last
year by the United States Centers for Disease Control and earlier
this month by the World Health Organization and UNAIDS reflect the growing
realization that this epidemic cannot be slowed until people know their status
and can then be counseled appropriately. In this regard, we support
the President’s proposal to double the 5-year PEPFAR funding from its current
$15 billion level to $30 billion when it is up for reauthorization in 2008.
”
ABOUT
CHEMBIO
Chembio
Diagnostics, Inc., a developer and manufacturer of rapid diagnostic tests
for
infectious diseases, is on the frontlines of the global battle against the
AIDS
pandemic. The Company has received marketing approval from the FDA for its
SURE
CHECK® HIV 1/2 and HIV 1/2 STAT-PAK® rapid tests, marketed in the United States
by Inverness Medical Innovations. The Company also manufactures rapid tests
for
veterinary Tuberculosis and Chagas Disease. In March 2007 Chembio was
issued a United States patent for the Dual Path Platform (DPP(TM)), a next
generation lateral flow platform. DPP has demonstrated significant advantages
over currently available lateral flow methods, including increased sensitivity,
sample flexibility, and multiplexing capabilities.
For
further information please visit www.chembio.com.
FORWARD-LOOKING
STATEMENTS
Statements
contained herein that are not historical facts may be forward-looking statements
within the meaning of the Securities Act of 1933, as amended. Forward-looking
statements include statements regarding the intent, belief or current
expectations of the Company and its management. Such statements are
estimates only, as the Company has not completed the preparation of its
financial statements for those periods, nor has its auditor completed the
audit
of those results. Actual revenue may differ materially from those anticipated
in
this press release. Such statements reflect management's current views, are
based on certain assumptions and involve risks and uncertainties. Actual
results, events, or performance may differ materially from the above
forward-looking statements due to a number of important factors, and will
be
dependent upon a variety of factors, including, but not limited to, Chembio's
ability to obtain additional financing, to obtain regulatory approvals in
a
timely manner, and the demand for Chembio's products. Chembio undertakes
no
obligation to publicly update these forward-looking statements to reflect
events
or circumstances that occur after the date hereof or to reflect any change
in
Chembio's expectations with regard to these forward-looking statements or
the
occurrence of unanticipated events. Factors that may impact Chembio's success
are more fully disclosed in Chembio's most recent public filings with the
U.S.
Securities and Exchange Commission.
Contact:
Matty
Arce - 631-924-1135 ext 123.