Current Report Filing (8-k)
July 31 2020 - 4:07PM
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): July 31,
2020
AMERICAN BIO MEDICA CORPORATION
(Exact
name of registrant as specified in its charter)
New
York
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0-28666
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14-1702188
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(State or other
jurisdiction of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification Number)
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122
Smith Road, Kinderhook, NY
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12106
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(Address of
principal executive offices)
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(Zip
Code)
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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. ☐
ITEM 2.02
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July
31, 2020 American Bio Medica Corporation (the "Company") announced
financial results for the quarter ended March 31, 2020. A copy of
the press release announcing the Company’s results (the
"Press Release") is attached hereto as Exhibit 99.1 and is
incorporated by reference in this Item 2.02. The Press Release is
available on the Company’s website. The information provided
in Item 2.02 of this report, including Exhibit 99.1, shall be
deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended.
As
previously disclosed, the Company relied on the order (the
“SEC Order”) issued by the Securities and Exchange
Commission (the “SEC”) on March 25, 2020 (Release No.
34-88465) pursuant to the SEC’s authority under Section 36 of
the Securities Exchange Act of 1934 (the “Exchange
Act”) granting exemptions from certain provisions of the
Exchange Act and the rules thereunder related to the reporting
requirements for certain public companies, subject to the
satisfaction of certain conditions, to delay the filing of its
Annual Report on Form 10-K for the year ended December 31, 2019
(the “Form 10-K”). The Company filed its Form 10-K on
June 26, 2020.
The
Company relied on the same SEC order to delay the filing of its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020
(the “Form 10-Q”) which afforded the Company until July
6, 2020 (which included a 5 day filing extension under Form 12b-25
filed on June 29, 2020). Unfortunately, the Company was not able to
timely file the Form 10-Q for the period ended March 31, 2020
without unreasonable effort and expense.
The
Company will immediately begin the quarterly review process for the
period ended June 30, 2020. Under normal circumstances, the Form
10-Q for the period ended June 30, 2020 would be due by August 14,
2020 or by August 21, 2020 if using the five day extension afforded
by the SEC.
The
Company is a smaller reporting company that has been impacted by
current global conditions. This has put additional strain on the
already limited resources of most small public companies. The
Company is unsure if it will be able to file the Form 10-Q for the
period ended June 30, 2020 by August 14, 2020 or by August 21, 2020
but, will take every effort to do so. The Company has a long track
record of compliance and is doing everything possible to get back
in compliance with its financial filings.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
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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Date: July 31,
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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