CHEMBIO DIAGNOSTICS, INC. (NASDAQ:CEMI) Files An 8-K Entry into a Material Definitive Agreement

CHEMBIO DIAGNOSTICS, INC. (NASDAQ:CEMI) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into a Material Definitive Agreement.

On March 31, 2017, Chembio Diagnostics, Inc. (the “Company”)
entered into an employment agreement (the “Employment
Agreement”), effective March 13, 2017, with Mr. John J. Sperzel
III to continue to serve as Chief Executive Officer of the
Company, effective as of March 13, 2017 through March 13, 2020.
This Employment Agreement is described in Item 5.02, which
description is incorporated by reference into this Item 1.01.
Item 5.02(b) and (c).
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On March 31, 2017, effective as of March 13, 2017 (the
“Effective Date”), the Company entered into an Employment
Agreement with Mr. John J. Sperzel III to continue to serve as
the Company’s CEO for an additional term of three years. Mr.
Sperzel has served as the Company’s Chief Executive Officer
since March 13, 2014. Under the recently-signed March 13, 2017
Employment Agreement, the Company will pay Mr. Sperzel an annual
base salary of $425,000, with the possibility of a discretionary,
performance-based annual cash bonus of up to 50% of his base
salary. The Employment Agreement also provides for a grant of
20,000 options to purchase shares of the Company’s common stock
at an exercise price of $5.3666 per share, 18,633 of which will
be incentive stock options under the Company’s 2014 Stock
Incentive Plan (the “Plan”), and 1,367 of which will be
non-qualified stock options. The options will become exercisable
on the third anniversary of the Effective Date. In the event Mr.
Sperzel’s employment is terminated by reason of disability or
for “cause,” as defined in the Employment Agreement, all
compensation, including his base salary, his right to receive a
performance bonus, and the vesting of any unvested options, will
cease as of his termination date, and Mr. Sperzel will receive no
severance benefits. If the Company terminates Mr. Sperzel’s
employment without cause or Mr. Sperzel terminates his employment
for a reasonable basis, as defined in the Employment Agreement
(which includes involuntary termination within a six-month period
upon a “Change of Control”), or if the Company and Mr. Sperzel
do not enter into a new employment agreement prior to expiration
of this Employment Agreement, then the Company will pay Mr.
Sperzel his base salary for a period of twelve months as
severance and all of his unvested stock options shall immediately
become vested. The Employment Agreement also contains provisions
prohibiting Mr. Sperzel from (i) soliciting the Company’s
employees for a period of 24 months following his termination,
(ii) soliciting the Company’s customers, agents, or other
sources of distribution of the Company’s business for a period
of twelve months following his termination, and (iii) except
where termination is involuntary upon a “Change in Control,”
engaging or participating in any business that directly competes
with the business activities of the Company in any market in
which the Company is in business or plans to do business during
the period in which he is entitled to severance, or for a period
of six months if he is not entitled to severance payments under
the Employment Agreement. The foregoing description of the
Employment Agreement is qualified in its entirety by reference to
the full text of the Employment Agreement.
Mr. Sperzel currently serves as a member of the Company’s Board
of Directors.
Mr. Sperzel has served as President and CEO of the Company since
he joined the Company on March 13, 2014. Prior to joining the
Company, Mr. Sperzel, age 50, was the President and CEO of
International Technidyne Corporation (ITC) from September 2011 to
December 2013. Mr. Sperzel served as President at Axis-Shield
from September 2004 to September 2011. He also has held senior
leadership positions at Bayer Diagnostics (Siemens Dx),
Instrumentation Laboratory, and Boehringer Mannheim Diagnostics
(Roche Dx). Mr. Sperzel graduated from Plymouth State College in
New Hampshire, with a B.S. in Business Administration/Management.
From June 2015 to June 2016, Mr. Sperzel was a member of the
Board of Directors of Diadexus, Inc., the common stock of which
is registered under or subject to the requirements of the
Securities Exchange Act of 1934.
Item 7.01. Regulation FD Disclosure.
On April 4, 2017, the Company issued a press release entitled
“Chembio and FIND Collaborate to Develop Point-of-Care Multiplex
Test for Acute Febrile Illnesses in Asia Pacific”. A copy of the
press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 of this Form 8-K is being
furnished and shall not be deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, or otherwise
subject to the liabilities of that Section. The information in
this Item 7.01 of this Form 8-K also shall not be deemed to be
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934,
except to the extent that the Company specifically incorporates
it by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release dated April 4, 2017.


Chembio Diagnostics, Inc. (Chembio), and its subsidiary, Chembio Diagnostic Systems, Inc., develop, manufacture, market and license rapid point-of-care diagnostic tests (POCTs) that detect infectious diseases. The Company’s products available are rapid tests for the detection of human immunodeficiency virus (HIV) 1/2 antibodies, and a multiplex rapid test for the detection of HIV and Syphilis antibodies. The HIV 1/2 rapid tests employ in-licensed and lateral flow technologies that are used with all blood matrices as samples, and are manufactured in a standard cassette format, a dipstick format and a barrel format. Its HIV 1/2 rapid antibody detection test incorporates the Dual Path Platform (DPP) POCT technology. The DPP HIV 1/2 Assay detects antibodies to HIV 1 and 2 in oral fluid samples, as well as in all blood matrices. The Company’s product pipeline includes a multiplex rapid test for earlier detection of HIV and a multiplex test that detects HIV and Syphilis specific antibodies.


CHEMBIO DIAGNOSTICS, INC. (NASDAQ:CEMI) closed its last trading session 00.00 at 5.30 with 9,652 shares trading hands.

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