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): November 19, 2007 (November
13, 2007)
CHEMBIO
DIAGNOSTICS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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0-30379
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88-0425691
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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||
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of
Incorporation)
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Identification
Number)
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|||
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3661
Horseblock Road
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Medford,
NY 11763
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(Address
of principal executive offices)
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631-924-1135
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(Registrant’s
Telephone Number)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
3.02. Unregistered Sales of Equity Securities
On
November 13, 2007, as payment of dividends on the Series A Preferred Stock,
Chembio Diagnostics, Inc. (the “Company”) issued 237,010 shares of common stock
to holders of the series A preferred stock. No cash was exchanged in
this issuance.
The
dividends were issued in connection with the Company’s sale of Series A
Preferred Stock in May 2004, which was exempt from registration under the
Securities Act of 1933, as amended (the “Securities Act”) and applicable state
laws pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation
D. These issuances qualified for exemption from registration because
(i) the securities were purchased by accredited investors only; (ii) the Company
did not engage in any general solicitation or advertising to market the
securities; (iii) each purchaser was provided the opportunity to ask questions
and receive answers from the Company regarding the offering; and (iv) the
purchasers received “restricted securities.”
ITEM
7.01. Regulation FD Disclosure
The
date
for the voting period has been extended, from November 20, 2007 to
December 12, 2007, on the proposed amendments to the governing documents
for the Series A, B and C preferred stock and for certain warrants and
options. A description of these proposed amendments was previously
reported on the Form 8-K that was filed on October 19,
2007.
* * * * *
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K shall not be deemed “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing. This Current Report on Form
8-K does not constitute a determination of whether any information included
herein is material.
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.
Date: November
19,
2007 Chembio
Diagnostics, Inc.
By: /s/
Lawrence A.
Siebert
Lawrence
A. Siebert
Chief
Executive Officer