UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
(Amendment
No. )*
Chembio
Diagnostics, Inc.
(Name
of
Issuer)
Common
Stock, $0.01 par value per share
(Title
of
Class of Securities)
163572100
(CUSIP
No.)
December
31, 2007
(Date
of
Event Which Requires Filing of This Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
|
x
|
Rule
13d-1(b)
|
|
o
|
Rule
13d-1(c)
|
|
o
|
Rule
13d-1(d)
|
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
| CUSIP No. | 163572100 |
|
1)
Name of Reporting Persons.
|
Vicis Capital LLC |
2)
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [
]
(b) [
]
3)
SEC
Use Only
|
4)
Citizenship or Place of
Organization
|
Delaware |
|
Number
of
Shares
Beneficially
Owned
by
Each
Report-
ing
Person
With
|
5)
Sole voting power
|
4,608,707
|
|
6)
Shared voting power
|
None
|
|
|
7)
Sole dispositive power
|
4,608,707
|
|
|
8)
Shared dispositive power
|
None
|
|
9)
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
4,608,707 |
10)
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
|
(See
Instructions) [ ]
|
|
11)
Percent of Class Represented by Amount in Row
(9)
|
7.61% |
|
12)
Type of reporting person.
|
IA |
2
SCHEDULE
13G
VICIS
CAPITAL LLC
CHEMBIO
DIAGNOSTICS, INC.
|
Item
1(a)
|
Name
of Issuer:
|
Chembio
Diagnostics, Inc.
|
Item
1(b)
|
Address
of Issuer’s Principal Executive
Offices:
|
3661
Horseblock Road
Medford,
NY 11763
|
Item
2(a)
|
Name
of Person Filing:
|
Vicis
Capital LLC
|
Item
2(b)
|
Address
of Principal Business Office or, if none,
Residence:
|
126
East
56th Street, Tower 56, Suite 700
New
York,
NY 10022
|
Item
2(c)
|
Citizenship:
|
Vicis
Capital LLC is a Delaware limited liability company
|
Item
2(d)
|
Title
of Class of Securities:
|
Common
Stock, $0.01 par value per share
|
Item
2(e)
|
CUSIP
Number:
|
163572100
3
Item
3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
|
(a)
|
[
]
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
|
(b)
|
[
]
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
(c)
|
[
]
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
(d)
|
[
]
|
Investment
company registered under section 8 of the Investment Company Act
(15
U.S.C. 80a-8).
|
|
(e)
|
[X]
|
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
[
]
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
[
]
|
A
parent holding company or control plan, in accordance with
§240.13d-1(b)(1)(ii)(G). (Note: See Item
7).
|
|
(h)
|
[
]
|
A
savings association as defined in section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
|
|
(i)
|
[
]
|
A
church plan that is excluded from the definition of an investment
company
under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3)
|
|
(j)
|
[
]
|
Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
|
Item
4. Ownership.
|
(a)
|
Amount
Beneficially Owned:
|
|
All
4,608,707 shares reported on this Schedule are
held directly by Vicis Capital Master Fund, for which Vicis Capital
LLC
acts as investment advisor. Vicis Capital LLC may be deemed to
beneficially own such 4,608,707
shares within the meaning of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended, by virtue of the voting and dispositive
power
over such shares granted by Vicis Capital Master Fund to Vicis Capital
LLC. The
voting and dispositive power granted to Vicis Capital LLC by Vicis
Capital
Master Fund may
be revoked at any time.
Vicis
Capital LLC disclaims beneficial ownership of any shares reported
on this
Schedule.
|
4
(b) Percent
of Class:
7.61%.
Based upon 60,537,534 issued and outstanding shares of Common Stock as disclosed
by Chembio Diagnostics, Inc. to the Reporting Person.
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote
4,608,707
shares.
(ii) Shared
power to vote or to direct the vote
None.
(iii) Sole
power to dispose or to direct the disposition of
4,608,707
shares.
(iv) Shared
power to dispose or to direct the disposition of
None.
Item
5.
Ownership of Five Percent or Less of a Class.
If
this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following: [ ]
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
Vicis
Capital Master Fund, a client of Vicis Capital LLC, a registered investment
adviser, owns all the shares included on this schedule and has the right to
receive or the power to direct the receipt of dividends and proceeds from the
sale of all the shares included on this Schedule.
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company or Control
Person.
|
Not
applicable.
Item
8. Identification and Classification of Members of the
Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
5
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as
a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date:
February 13, 2008.
VICIS
CAPITAL LLC
/s/
Keith W.
Hughes
Chief
Financial Officer
6