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):  May 16, 2018 (May 10, 2018)


CHEMBIO DIAGNOSTICS, INC.
(Exact name of registrant as specified in its charter)

Nevada
0-30379
88-0425691
(State or other jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)

3661 Horseblock Road
Medford, NY 11763
(Address of principal executive offices)
631-924-1135
(Registrant’s Telephone Number)

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:

☐
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))

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 5.07.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company's annual stockholder meeting on May 10, 2018, stockholders elected the directors of the Company named below to serve until the next annual meeting of stockholders or until their respective successors are elected and qualified.  Stockholders also ratified the selection of BDO USA LLP as the Company's independent registered certified accountants to audit the Company's financial statements as of and for the year ending December 31, 2018, and approved, on an advisory basis, the compensation paid to the Company's named executive officers.  A tabulation of the matters voted on at this annual stockholder meeting is set forth below.

Proposal #1:– Election of
Directors
 
Kathy L. Davis
   
Gail S. Page
   
John Potthoff
   
John J. Sperzel
III
 
For
   
7,071,780
     
7,487,306
     
7,605,615
     
7,152,219
 
Withheld/Against
   
566,611
     
151,085
     
32,776
     
486,172
 
Broker non-votes
   
5,135,858
     
5,135,858
     
5,135,858
     
5,135,858
 

   
Proposal #2
   
Proposal #3
   
Proposal #4
   
Proposal #5
 
   
Ratifying BDO USA LLP
as the Company's
Independent Auditors for
the year ending
December 31, 2018
   
Approve
Compensation paid to
the Company's
Named Executive
Officers
   
Vote to Adjourn
or Postpone the
Meeting
   
Vote on Other
Business
 
For
   
12,760,979
     
7,040,831
     
12,078,316
     
3,994,554
 
Withheld/Against
   
11,334
     
589,484
     
683,866
     
1,600,931
 
Abstain
   
1,936
     
8,076
     
12,067
     
215,803
 
Broker non-votes
   
---
     
5,135,858
     
---
     
6,962,961
 
 
ITEM 7.01.
REGULATION FD DISCLOSURE.

On May 16, 2018, the Company issued a press release entitled “Chembio Diagnostics Names John Potthoff, Ph.D. to its Board of Directors”.  A copy of the press release is provided herewith as Exhibit 99.1.
 
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS

Exhibits.
  99.1
Press Release dated May 16, 2018, entitled “Chembio Diagnostics Names John Potthoff, Ph.D. to its Board of Directors”.
 
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.

May 16, 2018
Chembio Diagnostics, Inc.
     
 
By:
/s/ John J. Sperzel III
   
John J. Sperzel III
   
Chief Executive Officer
 
EXHIBIT INDEX
Exhibit
Number
Description
Press Release dated May 16, 2018, entitled “Chembio Diagnostics Names John Potthoff, Ph.D. to its Board of Directors”.
 
 
Exhibit 99.1
 
 
Chembio Diagnostics Names John Potthoff, Ph.D. to its Board of Directors

MEDFORD, N.Y., May 16, 2018 -- Chembio Diagnostics, Inc. (Nasdaq: CEMI), a leader in point-of-care (POC) diagnostic tests for infectious diseases, today announced that John Potthoff, Ph.D., has been appointed to its Board of Directors.
 
Dr. Potthoff has 25 years of experience in the clinical research services industry, with deep ties to diagnostics and pharmaceutical companies.  He is currently the CEO of Elligo Health Research, a clinical research company aimed at being the preeminent provider of clinical research infrastructure services and technologies .  Prior to Elligo, Dr. Potthoff was the CEO of Theorem Clinical Research, where he led the company through a period of significant growth and its acquisition by Chiltern International.  Previously, Dr. Potthoff was the CEO and founder of Tanistry, Inc., a contract research organization focused on the central nervous system.
 
“We are excited to add Dr. Potthoff to our Board of Directors.  His extensive experience leading high-growth companies focused on diagnostics and pharmaceuticals and prominent industry relationships make him a perfect addition,” stated Katherine L. Davis, Chair of Chembio's Board of Directors. “We look forward to John’s insights as we continue to build the company, with focus on expanding our sexually transmitted disease business, building a broad tropical and fever disease portfolio, and leveraging our DPP® platform and scientific expertise.”
 
“Chembio has made significant progress transforming the company and focusing on its proprietary point-of-care technology platform,” added Dr. John Potthoff. “I am delighted to join Chembio’s Board of Directors and excited to contribute to the continued growth and success of the Company.”
 
Dr. Potthoff also currently sits on the boards of Advarra and SynteractHCR and was previously a director at Chiltern until its acquisition by LabCorp in 2017.  He received his Ph.D. in Psychology from the University of Texas-Austin where he also received his Bachelor of Arts and Master of Arts, also in Psychology.
 
About Chembio Diagnostics
 
Chembio Diagnostics, Inc. develops, manufactures, licenses and markets rapid diagnostic tests in the growing $8.0 billion POC testing market. The Company markets its products directly and through third-party distributors under the brand names: DPP ® , STAT-PAK ® , SURE CHECK ® , and STAT-VIEW ® .
 
Chembio has developed and patented the DPP ® technology platform, which offers significant advantages over traditional POC lateral-flow technologies and provides the Company with a significant pipeline of business opportunities in the area of sexually transmitted disease, tropical and fever disease, and technology collaborations.
 
Headquartered in Medford, NY, Chembio is licensed by the U.S. Food and Drug Administration (FDA) as well as the U.S. Department of Agriculture (USDA), and is certified for the global market under the International Standards Organization (ISO) directive 13485. Each of Chembio Diagnostic Systems Inc. and Chembio Diagnostics Malaysia Sdn Bhd is a wholly-owned subsidiary of Chembio Diagnostics, Inc.  For more information, please visit: www.chembio.com.
 
Forward-Looking Statements
 
Statements contained herein that are not historical facts may be forward-looking statements within the meaning of the Securities Act of 1933, as amended.  Forward-looking statements include statements regarding the intent, belief or current expectations of the Company and its management.  Such statements, which are estimates only, reflect management's current views, are based on certain assumptions, and involve risks and uncertainties.  Actual results, events, or performance may differ materially from the above forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including, but not limited to Chembio's ability to obtain additional financing and to obtain regulatory approvals in a timely manner, as well as the demand for Chembio's products.  Chembio undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in Chembio's expectations with regard to these forward-looking statements or the occurrence of unanticipated events.  Factors that may impact Chembio's success are more fully disclosed in Chembio's most recent public filings with the U.S. Securities and Exchange Commission.

Contact:
Lynn Pieper Lewis
Gilmartin Group
(415) 937-5402
investor@chembio.com