Current Report Filing (8-k)
April 17 2020 - 6:03AM
Edgar (US Regulatory)
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): April 15,
2020
AMERICAN BIO MEDICA
CORPORATION
(Exact name of
registrant as specified in its charter)
New
York
|
0-28666
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14-1702188
|
(State or other
jurisdiction of incorporation)
|
(Commission File
Number)
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(IRS Employer
Identification Number)
|
122 Smith Road,
Kinderhook, NY
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12106
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(Address of
principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: 518-758-8158
Not applicable
(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))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each
class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common
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ABMC
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Over-the-counter-Pink
Sheets
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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
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
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. ☐
On
March 4, 2020, the U.S. Securities and Exchange Commission (the
“SEC”) issued an order under Section 36 (Release No.
34-88318) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”), granting exemptions from specified
provisions of the Exchange Act and certain rules thereunder. On
March 25, 2020, the order was modified and superseded by a new SEC
order (Release No. 34-88465), which provides conditional relief to
public companies that are unable to timely comply with their filing
obligations as a result of the novel coronavirus
(“COVID-19”) outbreak (the “SEC Order”).
The SEC Order provides that a registrant subject to the reporting
requirements of Exchange Act Section 13(a) or 15(d), and any person
required to make any filings with respect to such registrant, is
exempt from any requirement to file or furnish materials with the
Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a),
14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except
for those provisions mandating the filing of Schedule 13D or
amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act
Rules 13f-1, and 14f-1, as applicable, if certain conditions are
satisfied.
Although American
Bio Medica Corporation (the “Registrant”) cannot
predict at this time whether COVID-19 will have a material impact
on our future financial condition and results of operations, we are
not able to complete and file our Annual Report on Form 10-K for
the year ended December 31, 2019 (the “2019 Form
10-K”). On March 30, 2020, the Registrant filed a Form 12b-25
related to this inability to file the 2019 Form 10-K and indicated
within that filing that the registrant, its consultants and
advisors are being impacted by government imposed restrictions due
to the COVID-19 outbreak. In addition to this disclosure, the
Registrant is a smaller reporting company with limited personnel
and financial resources and is therefore unable to timely file the
2019 Form 10-K without undue hardship.
As
indicated in the Form 12b-25, the Registrant reasonably believes
that it will be able to complete and file its 2019 Form 10-K within
the prescribed, extended extension period, on or prior to May 14,
2020.
Cautionary Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains statements that are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements relate to expectations or forecasts for future events,
including, without limitation, our future financial or business
performance or strategies, results of operations or financial
condition. These statements may be preceded by, followed by or
include the words “may,” “might,”
“should,” “estimate,” “plan,”
“project,” “forecast,”
“intend,” “expect,”
“anticipate,” “believe,”
“seek,” “continue,” “target” or
similar expressions. These forward-looking statements are based on
information available to us as of the date they were made and
involve a number of risks and uncertainties which may cause them to
turn out to be wrong. Accordingly, forward-looking statements
should not be relied upon as representing our views as of any
subsequent date, and we do not undertake any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. As a result of a number of known and
unknown risks and uncertainties (which are further disclosed in our
periodic reports), as well as the possible impact of the COVID-19
pandemic on our business, employees, consultants, service
providers, shareholders, investors and creditors, our actual
results or performance may be materially different from those
expressed or implied by these forward-looking
statements.
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 hereunto duly authorized.
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AMERICAN BIO MEDICA
CORPORATION (Registrant)
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|
|
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Dated:
April
17, 2020
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By:
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/s/ Melissa A.
Waterhouse
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Melissa A.
Waterhouse
|
|
|
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Chief Executive
Officer
(Principal Executive
Officer)
Principal Financial
Officer
|
|
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