0001140361-23-022232.txt : 20230501 0001140361-23-022232.hdr.sgml : 20230501 20230501210322 ACCESSION NUMBER: 0001140361-23-022232 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230427 FILED AS OF DATE: 20230501 DATE AS OF CHANGE: 20230501 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Teso-Lichtman Leslie CENTRAL INDEX KEY: 0001925067 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35569 FILM NUMBER: 23876240 MAIL ADDRESS: STREET 1: C/O CHEMBIO DIAGNOSTICS, INC. STREET 2: 555 WIRELESS BOULEVARD CITY: HAUPPAUGE STATE: NY ZIP: 11788 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMBIO DIAGNOSTICS, INC. CENTRAL INDEX KEY: 0001092662 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 880425691 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 555 WIRELESS BLVD. CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: (631) 924-1135 MAIL ADDRESS: STREET 1: 555 WIRELESS BLVD. CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: Chembio Diagnostics Inc. DATE OF NAME CHANGE: 20040607 FORMER COMPANY: FORMER CONFORMED NAME: TRADING SOLUTIONS COM INC DATE OF NAME CHANGE: 19990805 4 1 form4.xml X0407 4 2023-04-27 true 0001092662 CHEMBIO DIAGNOSTICS, INC. CEMI 0001925067 Teso-Lichtman Leslie C/O CHEMBIO DIAGNOSTICS, INC. 3661 HORSEBLOCK ROAD MEDFORD NY 11763 true false Restricted stock units 2023-04-27 4 D 0 96000 D Common stock 96000 0 D Nonqualified stock options 1.25 2023-04-27 4 D 0 41143 D 2032-05-23 Common stock 41143 0 D Nonqualified stock options 1.25 2023-04-27 4 D 0 82286 D 2032-06-26 Common stock 82286 0 D Each restricted stock unit represents a contingent right to receive one share of common stock. Reflects disposition of Issuer securities in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated January 31, 2023 (the "Merger Agreement"), by and among the Issuer, Biosynex SA ("Parent"), and Project Merci Merger Sub, Inc. ("Purchaser"), including the completion on April 26, 2023 of a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $0.45 per share in cash, without interest (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Purchaser on April 27, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the right to receive an amount equal to the Offer Price. Each Company RSU (as defined in the Merger Agreement) that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the total number of Shares (as defined the Merger Agreement) issuable in settlement of such Company RSU immediately prior to the Effective Time without regard to vesting multiplied by (b) the Merger Consideration (as defined in the Merger Agreement). As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Issuer, each option which had a per share exercise price that is equal to or more than the Offer Price (each, an "Out of the Money Option") that was then outstanding and unexercised as of immediately before the Effective Time was cancelled at the Effective Time without any consideration payable therefor. /s/ Leslie Teso-Lichtman 2023-05-01