UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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ITEM 1.01 Entry into a Material Definitive Agreement
PRIVATE PLACEMENT
On October 18, 2021, American Bio Medica Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a non-affiliated, accredited investor (the “Investor”), pursuant to which the Company has agreed to issue and sell to the Investor in a private placement (the “Private Placement”), 2,500,000 shares of the Company’s common stock, par value $0.01 per share (“Common Share”), at a price per Common Share of $0.04 (the “Purchase Price”) for gross proceeds of $100,000.
The Company received net proceeds of $100,000 from the Private Placement as there were no expenses related to the Private Placement. The Company did not utilize a placement agent for the Private Placement. The Company will use the proceeds for working capital and general corporate purposes.
The Company does not intend to register the Common Shares issued under the Private Placement; rather the Common Shares issued will be subject to the holding period requirements and other conditions of Rule 144.
The Purchase Agreement contains customary representations, warranties and covenants made solely for the benefit of the parties to the Purchase Agreement. The Purchase Agreement is incorporated herein, but only to provide information regarding the terms of the Purchase Agreement and not to provide any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
The foregoing description of the material terms of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 4.28 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d) | Exhibits |
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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.
AMERICAN BIO MEDICA CORPORATION (Registrant) | |||
| Dated: October 22, 2021 | By: | /s/ Melissa A. Waterhouse | |
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| Melissa A. Waterhouse | |
Chief Executive Officer (Principal Executive Officer) | |||
Principal Financial Officer | |||
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