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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): February 25,
2019
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))
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 1.01 Entry into a Material Definitive
Agreement
On
February 25, 2019 (the “Closing Date”), American Bio
Medica Corporation (the “Company”) completed a
transaction related to a one-year Extension Agreement dated
February 13, 2019 (the “Agreement”) with Cherokee
Financial, LLC (“Cherokee”) under which Cherokee will
provide the Company with a loan in the amount of $200,000. The
Agreement extends the Company’s current Loan Agreement and
Promissory Note with Cherokee in the amount of $150,000 and
provides the Company with an additional $50,000 in gross proceeds;
$48,000 in net proceeds after Cherokee’s legal fees in
connection with the financing. The Company utilized the net
proceeds to pay a portion of the $75,000 principal reduction
payment under the Company’s Mortgage Loan with Cherokee (with
the remaining $27,000 being paid with cash on hand).
The
annual interest rate under the Agreement (and accompanying
promissory note) is 18% paid quarterly in arrears with the first
interest payment being due on May 15, 2019. The loan is required to
be paid in full on February 15, 2020 unless paid off earlier (with
no penalty) at the Company’s sole discretion. In connection
with the Loan Agreement, the Company is required to issue 200,000
restricted shares of common stock to Cherokee within sixty (60)
days of the Closing Date.
In the
event of default, this includes, but is not limited to, the
Company’s inability to make any payments due under the
Agreement, Cherokee has the right to increase the interest rate on
the financing to 20% and Cherokee would automatically add a
delinquent payment penalty of $20,000 to the outstanding
principal.
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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Dated: March 1,
2019
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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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