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 5, 2022
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (631 ) 924-1135
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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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 or Rule 12b-2 of
the Securities Exchange Act of 1934. 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 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On April 5, 2022, we received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market, or Nasdaq, notifying us
that, for the last thirty consecutive business days, the bid price for shares of our common stock had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing
Rule 5550(a)(2), which we refer to as the Bid Price Requirement.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided a period of 180 calendar days, or until October 3, 2022, to regain
compliance with the Bid Price Requirement. If, at any time before October 3, 2022, the closing bid price for our common stock closes at or above $1.00 for a minimum of ten consecutive business days (which number days may be extended by Nasdaq in
its discretion to generally no more than twenty consecutive business days), Nasdaq will notify us that we have regained compliance with the Bid Price Requirement and the matter would be considered resolved.
The deficiency letter also indicated that if we do not regain compliance with the Bid Price Requirement by October 3, 2022, we may be
eligible for an additional 180 calendar days to regain compliance. To qualify, we would need to meet the continued listing requirement for the market value of publicly held shares and all other initial listing standards for The Nasdaq Capital
Market, with the exception of the Bid Price Requirement, and we would need to provide written notice of our intention to cure the deficiency during the additional compliance period, by effecting a reverse stock split, if necessary. If we meet
these requirements, Nasdaq will inform us that we have been granted an additional 180 calendar days to regain compliance. Otherwise, including if it appears to the staff of Nasdaq that we will not be able to cure the deficiency or if we are not
otherwise eligible, Nasdaq will notify us that our common stock will be subject to delisting. At that time, we may appeal Nasdaq’s delisting determination to a Nasdaq hearings panel. There can be no assurance that such appeal would be successful.
We intend to monitor the closing bid price of our common stock and consider available options to regain compliance with the Bid Price Requirement,
which could include seeking to effect a reverse stock split. There can be no assurance that we will be able to regain compliance with the Bid Price Requirement.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits.
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the
undersigned hereunto duly authorized.
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Chembio Diagnostics, Inc.
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Dated: April 7, 2022
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By:
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/s/ Richard L. Eberly
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Chief Executive Officer and President
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