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): January 21, 2019


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

Nevada
0-30379
88-0425691
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)

3661 Horseblock Road, Medford, New York 11763
(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:

☐
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 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.  ☐

Item 1.01
Entry into a Material Definitive Agreement

On January 21, 2019, we entered into an amendment of our existing employment agreement with Neil A. Goldman, our Executive Vice President and Chief Financial Officer.  The principal terms of the amendment are described in Item 5.02(c) below, which description is incorporated by reference into this Item 1.01.

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)

On January 21, 2019, we entered into an amendment of our existing employment agreement with Neil A. Goldman, our Executive Vice President and Chief Financial 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 December 20, 2018.

Our original employment agreement with Mr. Goldman extended for a term of one year.  Pursuant to the amendment, the employment agreement now continues through December 31, 2019.  The term of the employment agreement will extend automatically for an additional calendar year as of each January 1 commencing January 1, 2020, unless we deliver, by no later than October 1 of the preceding year, a written notice that the term will not be extended.

The foregoing description of the amendment to Mr. Goldman’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 10.01 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
 
Description
 
Amendment No. 1 dated January 21, 2019 between Chembio Diagnostics, Inc. and Neil A. Goldman, amending the Employment Agreement dated December 18, 2017

* 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.

 
CHEMBIO DIAGNOSTICS, INC.
     
Dated:  January 25, 2019
By:
/s/ John J. Sperzel III
   
John J. Sperzel III
   
Chief Executive Officer and President


Exhibit 10.01

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement dated January 21, 2019 (this “Amendment”), is entered into between Chembio Diagnostics, Inc., a Nevada corporation (the “Company”), and Neil A. Goldman (“Employee”), with respect to the Employment Agreement dated as of December 18, 2017 (the “Agreement”), between the Company and Employee.

The Company and Employee wish to amend the provisions of the Agreement with respect to the term of Employee’s employment by the Company, as set forth below. In consideration of the mutual covenants, promises and agreements herein contained, the Company and Employee hereby covenant, promise and agree to and with each other as follows:

1.            Term . Section 4(a) of the Agreement is amended and restated in its entirety as follows:

“(a)       Unless terminated earlier as provided for in this Agreement, the term of this Agreement (the “Term”) shall commence on the Effective Date and continue in effect through December 31, 2019, provided that commencing on January 1 , 2020 and each January 1 thereafter, the Term shall be automatically extended for one additional year unless the Company shall have delivered to Employee, at least three months prior to the scheduled expiration of the Term (or any extension thereof), written notice that the Term will not be extended.”

2.            Compensation . Section 5(b) of the Agreement is amended and restated in its entirety as follows:

“(b)       An annual bonus, in the discretion of the Compensation Committee or Board, of up to 40% of the Base Salary (subject to periodic review by the Board or the Compensation Committee), with criteria established by the Compensation Committee or the Board, to consist of financial, strategic, and other management goals. The bonus shall be paid between January 1 and March 15 of the year following the year to which the bonus applies.”

3.            Termination .

(a)      The second paragraph of Section 11(a) of the Agreement is amended and restated in its entirety as follows:

“If the Company delivers written notice to Employee pursuant to Section 4(a) of the Agreement to the effect that the Term will not be extended, then Employee’s employment shall be deemed to be terminated by the Company without Cause as of the end of the Term and (i) all the provisions of the preceding paragraph shall apply and (ii) Employee shall remain eligible for any annual bonus described in Section 5(b) of this Agreement with respect to the final year of the Term.”

(b)     The fourth (last) paragraph of Section 11(a) of the Agreement is amended and restated in its entirety as follows:

“In the event of any termination described in this Section 11(a), Employee shall be entitled to (i) all compensation earned (including pay for up to two weeks of unused vacation in accordance with Company carry-over vacation policy as set forth in the Company’s Employee Handbook, as in effect from time to time), (ii) any accrued unused vacation (calculated on a per diem proportionate basis) for the year of termination, and (iii) all benefits and reimbursements due through the effective date of termination. In the event of any such termination, Employee shall not be entitled to any cash compensation or other benefits that are not expressly provided in (A) this Agreement (including as provided in the preceding sentence and in Sections 6(d) and 11(a) of this Agreement) or (B) any other written agreement entered into between the Company and Employee prior to or after the date hereof.

4.            Miscellaneous . Except as set forth herein, the terms of the Agreement are unchanged and shall remain in full force and effect. This Amendment, and its validity, interpretation and enforcement, shall be governed by the laws of the State of New York, excluding conflict of laws principles. The headings in this Amendment are for convenience only, form no part of this Agreement and shall not affect the interpretation of this Amendment. This Amendment shall not be construed against either of the parties.

In Witness Whereof , each of the parties has executed, or caused to be executed, this Amendment as of the date first written above.

Neil A. Goldman
 
Chembio Diagnostics, Inc.
     
/s/ Neil A. Goldman
 
By:
/s/ John J. Sperzel III
   
Chief Executive Officer and President