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): August 13, 2018 (August 7, 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 5.02.
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On August 7, 2018, the Board of Directors (the “Board”) of the Company appointed Mary Lake Polan, M.D., Ph.D., M.P.H to the Board.

There were no arrangements or understandings between Dr. Polan and any other persons, pursuant to which Dr. Polan was selected as a director.

Dr. Polan will be compensated in accordance with the Company’s previously disclosed compensation arrangement for non-employee directors, which will be applied specifically to the timing of her situation as follows:


·
She will be paid a $25,000 annual fee (the “Annual Fee”) in semi-annual payments, beginning on August 7, 2018 and continuing on each subsequent January 1 and July 1 on which she is still serving as a director, with the first payment prorated for the period from August 7 through December 31.

·
She will receive a $1,000 fee for each Board meeting attended in person and a $500 fee for each Board meeting attended telephonically .

·
She will receive a $500 fee for attendance at each meeting of each Board committee of which she is a member. Committee memberships have not been determined for Dr. Polan at this time.

·
On August 7, 2018 (the date on which she became a director), she received stock options to acquire, subject to vesting, 46,875 shares of the Company’s common stock, with an exercise price equal to the “Close/Last” price as reported by NASDAQ on August 7, 2018. Stock options to acquire 9,375 shares became exercisable on August 7, 2017, and stock options to acquire an additional 9,375 shares become exercisable on August 7 of each of the following four succeeding years if and to the extent she is still a director on such vesting date.

Dr. Polan was appointed by the Board to serve until the next meeting of the Company's stockholders at which directors will be elected by the stockholders, and will be eligible for nomination and election at that time.

ITEM 8.01.
OTHER EVENTS.

On August 8, 2018, the Company issued a press release titled “Chembio Diagnostics Appoints Dr. Mary Lake Polan 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 August 8, 2018, titled “Chembio Diagnostics Appoints Dr. Mary Lake Polan 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.

August 13, 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 August 8, 2018, titled “Chembio Diagnostics Appoints Dr. Mary Lake Polan to its Board of Directors”.




Exhibit 99.1
 
 
Chembio Diagnostics Appoints Dr. Mary Lake Polan to its Board of Directors

MEDFORD, N.Y., August 8, 2018 -- Chembio Diagnostics, Inc. (Nasdaq: CEMI), a leader in point-of-care ("POC") diagnostic testing, today announced that Mary Lake Polan, M.D., Ph.D., M.P.H., has been appointed to its Board of Directors.

Dr. Mary Lake Polan is a Professor of Clinical Obstetrics, Gynecology and Reproductive Sciences at the Yale University School of Medicine where her work focuses on reproductive health for women. She is a renowned women’s health researcher.  Her work on ovarian function, reproductive endocrinology and infertility has been published and cited with regularity throughout the scientific community.  Dr. Polan has significant experience in leadership roles at several medical schools, and prior to Yale she served as an Adjunct Professor in the Obstetrics and Gynecology department at Columbia University School of Medicine.  Previously Dr. Polan spent 15 years as the Chair of the Department of Obstetrics and Gynecology at Stanford University School of Medicine.

“It is with great honor that we welcome Dr. Polan to our Board of Directors.  She is an influential thought leader in women’s health with global experience and expertise,” stated Katherine L. Davis, Chair of Chembio's Board of Directors. “We are looking forward to her contribution to our Board, as her insight will be extremely valuable as the company continues to advance the sexually transmitted disease point-of-care testing market and broaden product offerings through technology collaborations.”

“Chembio’s proprietary point-of-care technology platform is a powerful tool which has shown the ability to improve the diagnosis of disease around the world,” added Dr. Mary Lake Polan. “I am excited to contribute to the proliferation of the technology and continued success of the company as a member of its Board of Directors.”

Dr. Polan also currently serves on the board of Quidel Corp, and Motif BioSciences, Inc. and is the Chair of the Proctor & Gamble Scientific Advisory Board on Women’s Health and Hygiene.  She received her Ph.D. and M.D. from Yale University, and M.P.H. from University of California at Berkeley.

About Chembio Diagnostics

Chembio is a leading point-of-care diagnostics company focused on detecting and diagnosing infectious diseases. The company’s patented DPP® technology platform, which uses a small drop of blood from the fingertip, provides high-quality, cost-effective results in 15-20 minutes. Coupled with Chembio’s extensive scientific expertise, its novel DPP® technology offers broad market applications beyond infectious disease, a number of which are under active development with collaboration partners. Chembio’s products are sold globally, directly and through distributors, to hospitals and clinics, physician offices, clinical laboratories, public health organizations, government agencies, and consumers. Learn more at 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