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 5.07 Submission of Matters to a Vote of Security Holders
On February 15, 2023, American Bio Medica Corporation (the “Company”) held the 2023 Special Meeting of Shareholders (the “Special Meeting”) at the Company’s corporate offices in Kinderhook, New York, at which a quorum (27,863,899 shares of common stock of the 47,098,476 shares of common stock outstanding) was present in person or represented by proxy. The following is a brief description and vote count of all proposals voted on at the Special Meeting. The proposals voted on at the Special Meeting were described in detail in the Definitive Proxy Statement filed by the Company in connection with the Special Meeting.
Proposal No. 1 – To consider and vote upon a proposal to approve the Asset Purchase Agreement, dated as of December 19, 2022, between the Company and Healgen Scientific Limited Liability Company for the Asset Sale of substantially all of ABMC’s assets (the “Asset Sale”). The shareholders approved the Asset Sale, voting as follows:
For | Percent of Outstanding | Percent of Voted |
26,381,832 | 54.84% | 94.70 |
Against | Percent of Outstanding | Percent of Voted |
1,476,077 | 3.06% | 5.29% |
Withheld | Percent of Outstanding | Percent of Voted |
5,990 | 0.01% | 0.02% |
There were no Broker Non-Votes regarding Proposal No. 1.
The approval of the Asset Sale required the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock (par value $0.01) that were present in person or represented by proxy at the Special Meeting.
Proposal No. 2 - To grant authority to the Board of Directors of the Company (the “Board”) to adjourn the Special Meeting, even if a quorum is present, if necessary or appropriate in the sole discretion of the Board, including to solicit additional proxies in the event that there are insufficient shares present in person or by proxy voting in favor of the Asset Sale. The shareholders voted as follows:
For | Percent of Outstanding | Percent of Voted |
22,884,882 | 47.57% | 82.25% |
Against | Percent of Outstanding | Percent of Voted |
4,969,877 | 10.33% | 17.84% |
Withheld | Percent of Outstanding | Percent of Voted |
9,140 | 0.01% | 0.03% |
There were no Broker Non-Votes regarding Proposal No. 2.
There were no other matters voted upon or discussed at the Special Meeting other than the Proposals noted above.
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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: February 17, 2023 | 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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Cover |
Feb. 15, 2023 |
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| Cover [Abstract] | |
| Entity Registrant Name | AMERICAN BIO MEDICA CORPORATION |
| Entity Central Index Key | 0000896747 |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Emerging Growth Company | false |
| Document Period End Date | Feb. 15, 2023 |
| Entity Incorporation State Country Code | NY |
| Entity Tax Identification Number | 14-1702188 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Address State Or Province | NY |
| Entity File Number | 0-28666 |
| Entity Address Address Line 1 | 122 Smith Road |
| Entity Address City Or Town | Kinderhook |
| Entity Address Postal Zip Code | 12106 |
| City Area Code | 518 |
| Local Phone Number | 758-8158 |
| Security 12b Title | Common |
| Trading Symbol | ABMC |