8-K

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):  April 6, 2017 (March 31, 2017)

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

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

Item 1.01.Entry into a Material Definitive Agreement.

On March 31, 2017, Chembio Diagnostics, Inc. (the "Company") entered into an employment agreement (the "Employment Agreement"), effective March 13, 2017, with Mr. John J. Sperzel III to continue to serve as Chief Executive Officer of the Company, effective as of March 13, 2017 through March 13, 2020.  This Employment Agreement is described in Item 5.02, which description is incorporated by reference into this Item 1.01.

Item 5.02(b) and (c). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2017, effective as of March 13, 2017 (the "Effective Date"), the Company entered into an Employment Agreement with Mr. John J. Sperzel III to continue to serve as the Company's CEO for an additional  term of three years.  Mr. Sperzel has served as the Company's Chief Executive Officer since March 13, 2014.  Under the recently-signed March 13, 2017 Employment Agreement, the Company will pay Mr. Sperzel an annual base salary of $425,000, with the possibility of a discretionary, performance-based annual cash bonus of up to 50% of his base salary.  The Employment Agreement also provides for a grant of 20,000 options to purchase shares of the Company's common stock at an exercise price of $5.3666 per share, 18,633 of which will be incentive stock options under the Company's 2014 Stock Incentive Plan (the "Plan"), and 1,367 of which will be non-qualified stock options. The options will become exercisable on the third anniversary of the Effective Date.  In the event Mr. Sperzel's employment is terminated by reason of disability or for "cause," as defined in the Employment Agreement, all compensation, including his base salary, his right to receive a performance bonus, and the vesting of any unvested options, will cease as of his termination date, and Mr. Sperzel will receive no severance benefits.  If the Company terminates Mr. Sperzel's employment without cause or Mr. Sperzel terminates his employment for a reasonable basis, as defined in the Employment Agreement (which includes involuntary termination within a six-month period upon a "Change of Control"), or if the Company and Mr. Sperzel do not enter into a new employment agreement prior to expiration of this Employment Agreement, then the Company will pay Mr. Sperzel his base salary for a period of twelve months as severance and all of his unvested stock options shall immediately become vested.  The Employment Agreement also contains provisions prohibiting Mr. Sperzel from (i) soliciting the Company's employees for a period of 24 months following his termination, (ii) soliciting the Company's customers, agents, or other sources of distribution of the Company's business for a period of twelve months following his termination, and (iii) except where termination is involuntary upon a "Change in Control," engaging or participating in any business that directly competes with the business activities of the Company in any market in which the Company is in business or plans to do business during the period in which he is entitled to severance, or for a period of six months if he is not entitled to severance payments under the Employment Agreement.  The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement.

Mr. Sperzel currently serves as a member of the Company's Board of Directors.

Mr. Sperzel has served as President and CEO of the Company since he joined the Company on March 13, 2014.  Prior to joining the Company, Mr. Sperzel, age 50, was the President and CEO of International Technidyne Corporation (ITC) from September 2011 to December 2013.  Mr. Sperzel served as President at Axis-Shield from September 2004 to September 2011.  He also has held senior leadership positions at Bayer Diagnostics (Siemens Dx), Instrumentation Laboratory, and Boehringer Mannheim Diagnostics (Roche Dx). Mr. Sperzel graduated from Plymouth State College in New Hampshire, with a B.S. in Business Administration/Management.  From June 2015 to June 2016, Mr. Sperzel was a member of the Board of Directors of Diadexus, Inc., the common stock of which is registered under or subject to the requirements of the Securities Exchange Act of 1934. 

Item 7.01.Regulation FD Disclosure.

On April 4, 2017, the Company issued a press release entitled "Chembio and FIND Collaborate to Develop Point-of-Care Multiplex Test for Acute Febrile Illnesses in Asia Pacific".  A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 7.01 of this Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section.  The information in this Item 7.01 of this Form 8-K also shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.

Item 9.01.                          Financial Statements and Exhibits.

Exhibit No. Description

99.1Press Release dated April 4, 2017.

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.

Date:  April 6, 2017Chembio Diagnostics, Inc.

By:  /s/  Richard J. Larkin

Chief Financial Officer

Executive Vice President

EX-99.1

Chembio and FIND Collaborate to Develop Point-of-Care Multiplex Test for Acute Febrile Illnesses in Asia Pacific

MEDFORD, N.Y.; Geneva, Switzerland – April 4, 2017 – Chembio Diagnostics, Inc. (Nasdaq:CEMI), a leader in point-of-care (POC) diagnostic tests for infectious diseases, is collaborating with FIND to develop a POC test that can identify multiple life-threatening acute febrile illnesses common in the Asia Pacific region. Over the next twelve months, Chembio and FIND will endeavor to develop a simple, rapid, and cost-effective test based on Chembio's proprietary DPP^® technology platform to detect multiple diseases simultaneously.

Currently available POC diagnostic tests lack the ability to simultaneously detect multiple acute febrile illnesses. Diagnosis based on clinical criteria is difficult because many illnesses have similar clinical symptoms, such as fever, headache, chills or muscle and joint pain. In malaria-endemic countries, patients with fever who test negative for malaria are often prescribed broad-spectrum antibiotics in the absence of a confirmed diagnosis. In the Asia Pacific region, some of the most common causes of fever do not respond to antibiotics of any kind. The result is often inappropriate treatment, which can result in worsening illness and even death for very ill patients, and contribute to the development of antimicrobial resistance.

The availability of a simple multiplex test able to quickly identify the common causes of fever would support both the clinical management of patients and safeguard public health. Chembio's DPP^® Fever Panel Assay will be designed to include a quality control and nine tests aimed at parasitic, viral and bacterial pathogens commonly responsible for fever symptoms in the Asia Pacific region, including malaria (four Plasmodium species, using pLDH and HRP2), dengue virus, Zika virus, chikungunya virus, leptospirosis, Rickettsia typhi, Burkholderia pseudomallei, and Orientia tsutsugamushi.

John Sperzel, Chembio's CEO, commented, "We are pleased to collaborate with FIND toward the development of an Asia Pacific fever panel, based on our patented DPP^® technology. We believe our platform offers the ability to develop rapid diagnostic tests that are simple, cost-effective and capable of testing for multiple pathogens simultaneously. Developing such a test, to address the most common causes of fever in Asia Pacific, is aligned with our growth strategy and supports our recent decision to acquire Malaysia-based RVR Diagnostics."

"The rise in antimicrobial resistance, including as a result of the inappropriate use of antibiotics and other medicines, is rapidly becoming a dominant global health issue with alarming statistics on the number of related deaths," said Dr Catharina Boehme, FIND CEO. "An affordable, rapid, multi-pathogen test would guide the appropriate use of medicines through the accurate diagnosis of the most common causes of fever in the Asia Pacific region. We urgently need tests like this to ensure effective treatment and care for patients, as well as for the responsible stewardship of antibiotics and other medicines."

In launching this new program in collaboration with FIND, Chembio affirms its commitment to the development of new and innovative POC diagnostic tests for life threatening febrile illnesses. Chembio recently completed the development of a fever panel for four diseases with outbreak potential, including Ebola and Marburg, and has initiated field testing in Africa and South America, also in collaboration with FIND.

About Chembio Diagnostics

Chembio Diagnostics, Inc. develops, manufactures, licenses and markets proprietary rapid diagnostic tests in the growing $8.0 billion point-of-care testing market. Chembio markets each of its DPP^® HIV 1/2 Assay, HIV 1/2 STAT-PAK^® Assay, and SURE CHECK^® HIV 1/2 Assay, with these Chembio brand names, in the U.S. and internationally both directly and through third-party distributors.  The Company's SURE CHECK^® HIV 1/2 Assay previously has been exclusively sold in the U.S. as Clearview^® Complete HIV 1/2 Assay.

Chembio has developed a patented point-of-care (POC) test platform technology, the Dual Path Platform (DPP^®) technology, which has significant advantages over lateral-flow technologies. This technology is providing Chembio with a significant pipeline of business opportunities for the development and manufacture of new products.

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. Chembio Diagnostic Systems, Inc. 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.

About FIND

FIND was established in 2003 as a global non-profit dedicated to accelerating the development, evaluation and delivery of high-quality, affordable diagnostic tests for poverty-related diseases, including tuberculosis, malaria, HIV/AIDS, Ebola, sleeping sickness, hepatitis C, leishmaniasis, Chagas disease and Buruli ulcer, as well as for fighting antimicrobial resistance and supporting outbreak preparedness. Over the last decade, FIND has partnered in the delivery of 20 new diagnostic tools, including ten for tuberculosis, and created an enabling environment for numerous others through the provision of specimen banks, reagent development and better market visibility. FIND also supports better access to new diagnostics through price negotiations, implementation, quality assurance and lab strengthening work. FIND has over 100 partners globally, including research institutes and laboratories, health ministries and national disease control programmes, commercial partners, bilateral and multilateral organizations, especially WHO, and clinical trial sites.

Media contacts:

Chembio Diagnostics Susan Norcott Tel. +1 (631) 924-1135, ext. 125 Email snorcott@chembio.com   FIND Julie Archer Tel. +41 22 749 29 33/+41 79 830 63 64 Email Julie.Archer@finddx.org