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): February 9, 2022
CHEMBIO DIAGNOSTICS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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0-30379
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88-0425691
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(State or Other Jurisdiction of Incorporation or
Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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555 Wireless Blvd.
Hauppauge, NY 11788
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (631) 924-1135
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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol
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Name of
each exchange on which registered
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Common
Stock, $0.01 par value
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CEMI
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The
NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
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Item 1.01 |
Entry
Into a Material Definitive Agreement.
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On February 9, 2022, we entered into an amendment of our existing
employment agreement with Richard L. Eberly, our President and
Chief Executive Officer. The principal terms of the amendment are
described in Item 5.02 below, which description is incorporated by
reference into this Item 1.01.
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On February 9, 2022, we entered into an amendment of our existing
employment agreement with Richard L. Eberly, our President and
Chief Executive Officer. The principal terms of the original
employment agreement were summarized in a Current Report on Form
8-K that we filed with the Securities and Exchange Commission on
March 20, 2020.
Under Mr. Eberly’s original employment agreement, if Mr. Eberly’s employment were terminated or
not renewed by us without Cause or by Mr. Eberly for Good Reason
(each such capitalized term as defined in the employment
agreement), we were required to pay to Mr. Eberly an amount equal
to his base salary and a pro rata bonus amount, each with respect
to the year in which the termination occurs. The amendment modifies
this provision such that if Mr. Eberly’s employment is terminated
or not renewed by us without Cause or by Mr. Eberly for Good Reason
within twelve months of a Change in Control (as defined in the
employment agreement), we will be required to pay Mr. Eberly
an amount equal to twice his base salary with respect to the year
in which the termination occurs, in addition to the pro rata bonus
amount.
The amendment further provides that if Mr. Eberly’s employment is
terminated or not renewed by us without Cause or by Mr. Eberly for
Good Reason within twelve months following a Change in Control,
then Mr. Eberly, subject to his execution of a release of claims,
will be entitled to receive accelerated vesting in full of each
outstanding equity award agreement executed by us and Mr. Eberly,
to the extent such vesting is based solely on Mr. Eberly’s
continued service over a period of time (rather than any
performance-related metric).
The foregoing description of the amendment to Mr. Eberly’s
employment agreement does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the
amendment, which is included as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
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Item 9.01 |
Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
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Description
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Amendment No. 1
dated February 9, 2022 between Chembio Diagnostics, Inc. and
Richard L. Eberly, amending the Employment Agreement dated March 4,
2020
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104
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Cover Page
Interactive Data File (embedded within the XBRL document)
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*
Management contract or compensatory plan or
arrangement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be filed on its
behalf by the undersigned hereunto duly authorized.
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Chembio Diagnostics, Inc.
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Dated: February 14, 2022
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By:
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/s/
Lawrence J. Steenvoorden
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Executive
Vice President and Chief Financial Officer
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