CHEMBIO DIAGNOSTICS, INC. (NASDAQ:CEMI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 27, 2017, Chembio Diagnostics, Inc. (the “Company”)
entered into a Controlled Equity OfferingSM
Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald
Co., as sales agent (“Cantor Fitzgerald”), to which the Company
may offer and sell, from time to time, through Cantor Fitzgerald,
shares of the Company’s common stock, par value $0.01 per share,
having an aggregate offering price of up to $21.2 million. The
shares will be offered and sold to the Company’s effective shelf
registration statement on Form S-3 (File No. 333-210003).
The Company is not obligated to sell any shares under the Sales
Agreement. Subject to the terms and conditions of the Sales
Agreement, Cantor Fitzgerald will use commercially reasonable
efforts, consistent with its normal trading and sales practices,
applicable state and federal laws rules and regulations, and the
rules of The NASDAQ Stock Market, to sell shares from time to
time based upon the Company’s instructions, including any price,
time or size limits specified by the Company. Under the Sales
Agreement, Cantor Fitzgerald may sell the Company’s common stock
by any method permitted by law deemed to be an “at the market
offering” as defined in Rule 415(a)(4) of the Securities Act of
1933, as amended, including sales made directly on or through the
Nasdaq Capital Market or any other existing trade market for the
Company’s common stock, in negotiated transactions at market
prices prevailing at the time of sale or at prices related to
prevailing market prices, or any other method permitted by law.
The Company will pay Cantor Fitzgerald a commission of 3.0% of
the aggregate gross proceeds from each sale of shares, reimburse
up to $50,000 in legal fees and disbursements and provide Cantor
Fitzgerald with customary indemnification and contribution
rights. The Sales Agreement may be terminated by Cantor
Fitzgerald or the Company at any time upon ten days’ prior
notice to the other party, or by Cantor Fitzgerald at any time in
certain circumstances, including the occurrence of a material and
adverse change in the Company’s business or financial condition
that makes it impractical or inadvisable to market the shares or
to enforce contracts for the sale of the shares.
The foregoing description of the Sales Agreement does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Sales Agreement, a copy of which is filed as
Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated by reference herein. The legal opinion of the
Company’s special Nevada counsel relating to the shares of
common stock being offered to the Sales Agreement is filed as
Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy any shares under the
Sales Agreement nor shall there be any sale of such shares in any
state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws
of any such state.
On June 27, 2017, the Company issued a press release entitled
“Chembio Diagnostics Announces At-The-Market Program.” A copy
of the press release is furnished herewith as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the
information furnished to Item 7.01 (including the information in
Exhibit 99.1) shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Controlled Equity OfferingSM Sales Agreement, dated as of June 27, 2017, by
and between Chembio Diagnostics, Inc. and Cantor Fitzgerald
Opinion of Ballard Spahr LLP.
Consent of Ballard Spahr LLP (included in Exhibit 5.1).
Press release issued by Chembio Diagnostics, Inc., dated
June 27, 2017.
CHEMBIO DIAGNOSTICS, INC. ExhibitEX-1.1 2 ex1_1.htm EXHIBIT 1.1 CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT Exhibit 1.1 CHEMBIO DIAGNOSTICS,…To view the full exhibit click
here About CHEMBIO DIAGNOSTICS, INC. (NASDAQ:CEMI)
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.