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): ~~June~~December 2319, 2022

AMERICAN BIO MEDICA CORPORATION

(Exact name of registrant as specified in its charter)

New York	0-28666	14-1702188
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS Employer IdentificationNumber)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

122 Smith Road, Kinderhook, NY 12106

(Address of principal executive offices) (Zip Code)

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		Trading Symbol(s)		Name of each exchange on which registered
Common		ABMC		OTC

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 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement

~~The~~On December 19, 2022, American Bio Medica Corporation (the “Company”) ~~Annual~~entered ~~Meeting~~into an Asset Purchase Agreement (the “~~Annual~~Asset ~~Meeting~~Purchase Agreement”) ~~was~~with ~~held~~Healgen onScientific ~~June~~Limited 23Liability Company, ~~2022~~a atTexas ~~the~~limited ~~Company’s~~liability ~~corporate~~company ~~offices~~(the ~~in Kinderhook~~“Buyer”), ~~New~~pursuant ~~York.~~to ~~24,930,930~~which ~~shares~~the ofCompany ~~common stock~~agreed, orsubject ~~51.83%~~to the approval of the ~~total~~Company’s ~~shares~~shareholders, ofto ~~stock~~sell ~~outstanding~~substantially asall of the ~~record~~operating ~~date~~assets of ~~April~~ABMC ~~26,~~(excluding ~~2022~~the Company’s cash, ~~were~~accounts ~~present~~receivables atarising prior to the ~~Annual~~closing ~~Meeting~~date, inand ~~person~~certain orother byassets) ~~proxy~~to ~~constituting~~the aBuyer ~~quorum~~(the “Sale”).

AtThe Company believes the ~~Annual~~losses ~~Meeting,~~it ~~stockholders~~has ~~voted~~reported onover the ~~following~~last ~~proposals~~several years and ~~cast~~most ~~their~~recently ~~vote~~the significant loss reported for the nine months ended September 30, 2022 will continue as ~~follows:~~(i) its primary business (onsite drugs of abuse tests) has become a commoditized market where price is the primary consideration for purchase and the Company cannot compete with the low pricing offered by its competitors who manufacture outside of the United States when the Company manufactures its drug testing products completely in the United Stated and (ii) the Company has not been able to obtain new business to replace the significant loss of business (which began in late 2021) from its largest customer and was exacerbated by the continuing impact of the Covid-19 pandemic.

~~PROPOSAL~~Part ~~NUMBER~~of 1this –inability ~~RATIFICATION~~to OFattain ~~AUDITORS~~new customers is due to expense reductions the Company has undertaken over the last several years to combat losses. Many of these expense reductions, such as reduced selling and marketing and research and development expenditures, along with reduced and deferred salaries of a number of employees, are incompatible with growing the Company’s business both in the short and the long term. In addition, the Company’s cash position has deteriorated, and continues to deteriorate, due to operating losses and payments required under its debt facilities.

For	Percent	Against	Percent	Abstain	Percent	Broker Non-Votes
24,426,215	97.97%	478,214	1.92%	26,501	0.11%	0

The Company has made efforts to obtain additional financing, and seek out other strategic alternatives and retained a financial consultant in early 2022 to assist with these efforts. However, with the current financial condition of the Company, the Company cannot obtain additional financing and, apart from the Sale in accordance with the Asset Purchase Agreement, the Company has not been able to find any suitable alternative.

~~PROPOSAL~~After ~~NUMBER~~carefully 2weighing ~~– approval~~the facts and circumstances associated with the Sale to the Buyer, as well as alternative courses of aaction, ~~non-binding~~the ~~advisory~~Company’s ~~resolution~~Board ~~regarding~~of Directors has unanimously concluded that the ~~compensation~~proposed sale of substantially all of the Company’s ~~Named~~assets ~~Executive~~is ~~Officer~~the best available alternative to maximize value for shareholders.

For	Percent	Against	Percent	Abstain	Percent	Broker Non-Votes
6,796,726	76.32%	1,512,621	16.99%	596,083	6.69%	16,025,500

Under the New York Business Corporation Law, the Sale requires approval by the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of common stock. Accordingly, the Company will be submitting the Sale to a shareholder vote via a proxy statement expected to be filed within the five business days following the filing date of this Current Report on Form 8-K. The Closing of the Sale would occur when/if the required number of affirmative shareholder votes is received and customary closing conditions are satisfied.

AThe ~~description~~total ofconsideration for the ~~proposals~~Sale ~~can~~is be$3 ~~found~~million in cash (the ~~Company’s~~“Purchase ~~definitive~~Price”), ~~proxy~~plus ~~statement~~the ~~for~~assumption by the ~~Annual~~Buyer ~~Meeting~~of ~~filed~~certain ~~with~~limited liabilities relating to the Ubusiness.S $300,000 of the Purchase Price will be held back in a retention fund to cover potential indemnification claims during the six months following Closing. ~~Securities~~The ~~and~~amount ~~Exchange~~of ~~Commission~~consideration onpaid ~~April~~in ~~28,~~connection ~~2022~~with the Sale was determined in arm’s-length negotiations between the Company and the Buyer.

~~There~~The ~~were~~Buyer nohas ~~nominees~~already ~~for~~advanced ~~election~~$715,000 of the Purchase Price to the ~~Board~~Company in the form of ~~Directors~~loans. ~~due~~Provided tothe Sale is completed, at the ~~number~~Closing, ofthe ~~directors~~Buyer ~~and~~will ~~their~~waive ~~staggered~~any ~~terms~~interest that may be due on the loans. ~~All~~Therefore, ~~directors~~excluding ~~continued~~the ~~their~~hold ~~terms~~back, the remaining $2.7 million of ~~office~~the ~~after~~Purchase Price, less the ~~Annual~~loans ~~Meeting~~advanced (or $1,985,000), will be paid to the Company at Closing.

~~There~~The ~~were~~Board nobelieves ~~other~~the ~~matters~~Company’s ~~voted~~status ~~upon~~as ora ~~discussed~~fully atreporting public company is an asset which may be sufficiently attractive to induce others to enter into business combinations with the ~~Annual~~Company. ~~Meeting~~The ~~other~~Company ~~than~~is exploring strategic transactions which may result in the ~~Proposals~~Company ~~noted~~entering ~~above~~into a new line of business (subject to specific competitive limitations under the Asset Purchase Agreement). The Company believes strategic acquisitions using the Company’s publicly traded stock as transaction consideration could enhance shareholder value. Nonetheless, the Board may later determine to dissolve the Company and distribute its remaining assets to the Company’s shareholders if the Company is unable to make any strategic acquisitions.

~~SIGNATURES~~In connection with the Sale, Melissa A. Waterhouse, the Chief Executive Officer of the Company, has agreed to enter into an employment agreement with the Buyer prior to the closing date.

~~Pursuant~~For toa more complete description of the ~~requirements~~terms of the ~~Securities~~Sale, ~~Exchange~~reference ~~Act~~is ofmade ~~1934,~~to the ~~registrant~~Asset ~~has~~Purchase ~~duly~~Agreement, ~~caused~~which ~~this~~is ~~report~~incorporated by reference as Exhibit 2.1 to bethis ~~signed~~Current Report on ~~its~~Form ~~behalf~~8-K byas ~~the~~indicated ~~undersigned~~in ~~hereunto~~Item ~~duly~~9.01 ~~authorized~~below.

	AMERICAN BIO MEDICA CORPORATION (Registrant)
Dated: June 29, 2022	By:	/s/ Melissa A. Waterhouse
		Melissa A. Waterhouse
		Chief Executive Officer (Principal Executive Officer)
		Principal Financial Officer

Item 9.01 Exhibits

3(d) Exhibits

2.1		Asset Purchase Agreement, dated December 19, 2022, between the Company and Healgen Scientific Limited Liability Company*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Asset Purchase Agreement have been omitted from this Report and will be furnished supplementally to the Securities and Exchange Commission upon request by the Commission.

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: December 20, 2022	By:	/s/ Melissa A. Waterhouse
		Melissa A. Waterhouse Chief Executive Officer

Filing Compare · AMERICAN BIO MEDICA CORP