UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report:

(Date of earliest event reported)

~~January~~March 31, 2017

BIO-AMD, INC.

(Exact name of registrant as specified in charter)

NEVADA

(State or other Jurisdiction of Incorporation or Organization)

000-52601	Sci-Tech Daresbury, Keckwick Lane, Daresbury, WA4 4FS, UK	20-5242826
(Commission File Number)	(Address of Principal Executive Offices and zip code)	(IRS Employer Identification No.)

+44(0)8445-861910

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐ 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))

~~ITEM~~Item 18.01 ~~ENTRY~~ ~~INTO~~Other ~~A MATERIAL AGREEMENT~~Events

~~Amendment~~Inability to ~~MML~~periodically ~~Subscription and Shareholders’ Agreement~~file

~~On January 31, 2017,~~ Bio-AMD, Inc. (“the “ Company”, “we”), ~~entered~~is ~~into~~currently anunable ~~amendment~~to (file its annual report on Form 10-K for the “year ~~Amendment”)~~ended toDecember 31, 2016, because of a ~~Subscription~~lack ~~and~~of ~~Shareholders’~~funds. ~~Agreement~~While the lack of funds continues, ~~dated~~the ~~June~~Company 20anticipates that it will not be able to file future SEC reports as well. Compliance costs are considerable, ~~2016~~including accounting fees, aslegal ~~amended~~review onfees, ~~September~~Edgarization 29fees, ~~2016~~XBRL compliance costs and ~~December~~web 6,posting ~~2016~~expenses. The ~~(the~~Company ~~“MIDS~~also ~~Agreement”),~~will ~~relating~~not be able to pay the ~~Company’s~~OTCMarkets ~~Joint~~QB ~~Venture~~listing ~~vehicle~~fee due in April 2017, ~~MIDS~~and ~~Medical~~therefore ~~Limited~~we (“expect ~~MML”~~that )shares will lose their OTCQB trading status, and we will become an OTCPK Pink Open Market issuer by virtue of the Company’s limited disclosure.

The MIDS Agreement as amended provided for a series of payments (the “Phase 1 Payments”) from the Company’s Joint Venture partner to MML for an aggregate amount of $650,000 to fund a planned development timeline.Operations

~~MML~~For ~~is exploring a potential enhancement to~~ the ~~MIDS~~foreseeable ~~nanoparticle~~future ~~detection method by~~ the ~~development~~Company ofwill acontinue ~~“Magnetic~~its ~~Bridge”~~bio-medical ~~technique based on the MIDS~~ technology. Ondevelopment ~~January 18~~operations, ~~2017,~~particularly ~~MML~~its ~~submitted~~MIDS aMedical patent application for this new detection method. This work is ongoing in accordance with a revised development schedule and the cash requirements during February and March have not yet been finalised. Currently MML has a surplus of development cash on account and there is no immediate requirement for additional funding of MML (“~~Funding~~MML”). ~~Accordingly,~~joint ~~the~~venture ~~balance of the outstanding Phase 1 Payments has been amended to be payable in the following amounts on these dates: (a) on or before March 15~~subsidiary, ~~2017,~~which ais ~~payment~~developing ofour ~~$130,000;~~MIDS ~~(b) on or before April 15~~technology, ~~2017,~~funded aby ~~payment~~our ofjoint ~~$152,500;~~venture ~~and (d) on or before May 15, 2017, a payment of $75,000~~partner. ~~MML~~Our ~~has~~key ~~the~~scientists ~~right~~continue to ~~draw~~be ~~down~~paid ~~all or part of the earliest of any undrawn Phase 1 Payments~~ in ~~advance~~full ~~of the payment due date, with 14 days advance notice to the Company. All other provisions~~ and ~~terms~~our oflaboratory ~~the~~at ~~MIDS~~Sci-Tech ~~Agreement~~Daresbury asremains ~~previously~~in ~~amended and the aggregate amount of the Phase 1 Payments remain the same~~use.

The Company will also continue to seek licensing deals for its COAG and DSR technologies, for which we have some interest, although there can be no certainty that any deal can be concluded.

Our lossmaking WOCU Limited financial derivative operation has been divested for a nominal sum and a deferred payment conditional on WL achieving value, as we could no longer obtain the continued goodwill of a key technical contractor, or support the full WL overhead and compliance burden. The only alternative was to close WL down at a total loss.

Finance

The Directors will continue to partly or wholly forgo fees from the Company in favor of the Company’s business priorities, as the situation requires.

The Company sees little prospect of gaining investment at a decent valuation or on acceptable terms at this point. The Company believes that it may be able to raise funds at a reasonable valuation once more progress with the MIDS development has been achieved, and/or is able to conclude an agreement with an industry partner for its COAG and/or DSR technologies.

The Company is also exploring funding options that may enable it to separately finance its COAG technology to initial production and approval, which may make it more attractive to partners.

Compliance

The Company will continue with its accounting process, so that it can file with state and local authorities and internally draft its Form 10-K and 10-Q fillings. These will be prepared, ready for review and audit, in anticipation of catch-up filings being made at a future date to bring the Company into compliance with its SEC periodic reporting, should the funds become available.

The Company will continue to file current reports on Form 8-K as appropriate to update shareholders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	Bio-AMD, Inc. (Registrant)
Date: February 6, 2017	By:	/s/ Thomas Barr
Date: March 31, 2017	By:	/s/ Thomas Barr
		Name: Thomas Barr
		Title: Chief Executive Officer

Filing Compare · Bio-AMD Inc.