UNITED
STATES
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): June
26, 2006
|
Chembio
Diagnostics, Inc.
|
(Exact
name of registrant as specified in its charter)
|
Nevada
|
333-85787
|
88-0425691
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
3661
Horseblock Road, Medford, NY 11763
(Address
of principal executive offices)
(Zip
Code)
Registrant's
telephone number, including area code (631)
924-1135
|
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 (see General Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
ITEM
1.01. Entry into a Material Definitive Agreement
On
June
29, 2006, Chembio Diagnostics, Inc. (the Company)
entered into a Securities
Purchase Agreement (the “Agreement”) and ancillary agreements with various
purchasers.
Pursuant
to the terms of the Agreement, the Company
sold to the purchasers $1,300,000 in Secured Debentures
due 90 days from
issuance with interest at 0.667% per month. The
Secured Debentures are secured
by the assets of the Company and its wholly owned
subsidiary, Chembio
Diagnostics Systems, Inc., pursuant to a Security
Agreement and Subsidiary
Guarantee. Each purchaser will also receive a Warrant
to purchase up to 400
shares of the Company’s Common Stock for each $1,000 loaned to the Company,
with
an exercise price of $.75 per share and an exercise
term of 5 years.
The
purchasers of the Secured Debentures will have
the right to participate in a
subsequent financing up to an amount equal to the
lesser of $2,000,000 or 40% of
the amount of the subsequent financing. This
participation would be at a price that is 12.5%
less than the price paid by the
other investors.
The
Company has agreed to file a registration statement
under the Securities Act of
1933, as amended (the “Securities Act”) to register the resale of the Common
Stock underlying the Warrants.
The
proceeds from the sale of the Secured Debentures
will be used primarily
for
working capital purposes including for sales and
marketing, royalties and
accounts payable.
The
Company relied on Section 4(2) of the Securities
Act and Rule 506 promulgated
thereunder as the basis for its exemption from
registration of this issuance. It
is the Company’s understanding that each purchaser is an accredited
investor as
defined under Rule 501 promulgated under the Securities
Act. The Company did not
engage in any public advertising or general solicitation
in connection with the
issuances of these securities.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
To
the
extent applicable, the contents of Item 1.01 above
are incorporated into this
Item 3.02 by reference.
ITEM
7.01. REGULATION FD DISCLOSURES
On
June
26, 2006 the Registrant issued the press release
titled “Chembio Receives
Purchase Order from Nigeria for 200,000 HIV 1/2 STAT-PAKTM
Rapid
Tests” included herein as Exhibit 99.1.
On
June
27, 2006 the Registrant issued the press release
titled “On
National HIV Testing Day, Rapid Test Company Chembio
Praises District of
Columbia's Support For Routine HIV Testing” included herein as Exhibit
99.2
On
July
3, 2006 the Registrant issued the press release
titled “Chembio
Closes Bridge Financing”
included
herein as Exhibit 99.3.
On
June 28, 2006 the Registrant issued the press release
titled "Chembio Recognized in Congresstional Record Statement"
included
herein as Exhibit 99.4
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
|
(c)
|
Exhibits.
|
4.13
Form
of Warrant, dated June 29, 2006
|
10.14
|
Securities
Purchase Agreement, dated June 29,
2006, among the Company and purchasers
of the Company’s Secured
Debentures
|
10.15
Registration
Rights Agreement, dated June 29,
2006
10.16
Form
of Secured Debenture, dated June 29,
2006
|
10.17
|
Security
Agreement , dated June 29, 2006, among
the Company, Chembio Diagnostic Systems,
Inc., and purchasers of the
Company’s Secured Debentures
|
|
10.18
|
Subsidiary
Guarantee, dated June 29, 2006, made
by Chembio Diagnostic Systems, Inc.,
in favor of Purchasers of the
Company’s Secured Debentures.
|
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, 2006 CHEMBIO
DIAGNOSTICS, INC.
By: /s/
Lawrence A. Siebert
Lawrence
A. Siebert
Chief
Executive Officer