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.

As of December 7, 2016, Chembio Diagnostics, Inc. (“Chembio”),
Avijit Roy and Magentiren Vajuram (the “Sellers”), and RVR
Diagnostics Sdn Bhd, a Malaysia corporation (“RVR”), entered
into the Amended And Restated Stock Purchase Agreement (the
“Amended SPA”), which amended and restated in its entirety the
Stock Purchase Agreement (the “Original SPA”), dated as of
November 4, 2016 between and among the same parties. The original
SPA was reported in Chembio’s Form 8-K filed with the SEC on
November 9, 2016. Both the Original SPA and the Amended SPA
provide for Chembio to acquire all the stock and any other equity
interests in RVR from the Sellers. The following were the primary
changes resulting from the Amended SPA:
Closing of the transaction will involve the issuance of
restricted common stock of Chembio, with restrictive
legends to the Securities Act of 1933 printed on the
stock certificates. Closing of the transaction will not
require the prior filing of a registration statement, and
will occur shortly after the other closing conditions
have been satisfied. A registration statement registering
the resale by Messrs. Roy and Vajurem of the Chembio
restricted shares received in the transaction will be
filed with the SEC as soon as practicable after closing.
(The Original SPA required that a registration statement
registering the issuance of the shares to Messrs. Roy and
Vajurem become effective with the SEC prior to closing.);
The purchase price for the Chembio shares shall be
calculated as the volume weighted average trading price
(“VWAP”) for the 15-day trading period ending three
business days prior to the signing of the Amended SPA.
This 15-day period ending three business days prior to
the December 7, 2016 signing of the Amended SPA has
expired, and the 15-day VWAP is $6.87.
Chembio and RVR also are parties to agreements entered into in
2013 and 2014 that grant exclusive distribution rights to RVR in
certain countries in Asia and that enable RVR to manufacture
certain Chembio products.


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 6.65 with 10,961 shares trading hands.

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