abmc_8k
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): May 14, 2020
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))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each
class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Common
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ABMC
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Over-the-counter-Pink
Sheets
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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 8.01 OTHER
EVENTS
As
previously disclosed, American Bio Medica Corporation (the
“Company”) relied on the order (the “SEC
Order”) issued by the Securities and Exchange Commission (the
“SEC”) on March 25, 2020 (Release No. 34-88465)
pursuant to the SEC’s authority under Section 36 of the
Securities Exchange Act of 1934 (the “Exchange Act”)
granting exemptions from certain provisions of the Exchange Act and
the rules thereunder related to the reporting requirements for
certain public companies, subject to the satisfaction of certain
conditions, to delay the filing of its Annual Report on Form 10-K
for the year ended December 31, 2019 (the “Form 10-K”).
As indicated in a Form 12b-25 filed with the U.S. Securities and
Exchange Commission (“the Commission”) today, the
Company expects to file its Form 10-K by May 29, 2020.
The
Company is therefore relying on the same SEC order to delay the
filing of its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2020 (the “Form 10-Q”).
Until
the Company finalizes the Form 10-K, it will be unable to file the
Form 10-Q without unreasonable effort and expense. The impact of
COVID-19 on the Company’s future financial condition and
results of operations is still uncertain, but, the Company, its
consultants and advisors are being impacted by restrictions imposed
due to COVID-19; specifically as a smaller reporting company, the
Company already has limited financial and personnel resources. The
Company’s limited management personnel are involved in other
tasks and this is diverting management resources from completing
the tasks necessary to file the 10-K and the 10-Q by the original
due dates.
In
reliance on the SEC Order, the Company believes it will be able to
file the Form 10-Q on or by June 29, 2020, which is within the
45-day extension period allowed by the SEC Order.
Cautionary Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains statements that are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements relate to expectations or forecasts for future events,
including, without limitation, our future financial or business
performance or strategies, results of operations or financial
condition. These statements may be preceded by, followed by or
include the words “may,” “might,”
“should,” “estimate,” “plan,”
“project,” “forecast,”
“intend,” “expect,”
“anticipate,” “believe,”
“seek,” “continue,” “target” or
similar expressions. These forward-looking statements are based on
information available to us as of the date they were made and
involve a number of risks and uncertainties which may cause them to
turn out to be wrong. Accordingly, forward-looking statements
should not be relied upon as representing our views as of any
subsequent date, and we do not undertake any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. As a result of a number of known and
unknown risks and uncertainties (which are further disclosed in our
periodic reports), as well as the possible impact of the COVID-19
pandemic on our business, employees, consultants, service
providers, shareholders, investors and creditors, our actual
results or performance may be materially different from those
expressed or implied by these forward-looking
statements.
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:
May 14, 2020
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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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