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~~June 2014, 2016

BIO-AMD, INC.

(Exact name of registrant as specified in charter)

NEVADA

(State or other Jurisdiction of Incorporation or Organization)

000-52601	~~Daresbury~~Sci-Tech ~~Innovation Centre~~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:

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

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

o☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ITEM 41.01 ENTRY ~~– Changes~~INTO inA ~~Registrant’s~~MATERIAL ~~Certifying Accountant.~~AGREEMENT

OnThe ~~April~~following ~~20,~~item ~~2016,~~relates ~~the Company notified RBSM LLP (“RBSM”), the independent registered public accounting firm~~ to ~~the~~a ~~Company,~~restructuring ~~that~~of the ~~Company~~UK ~~had~~medical ~~dismissed~~device ~~RBSM~~development ~~because~~subsidiary ~~the~~operations ~~Company desired to engage the services~~ of ~~another~~Bio- ~~accounting~~AMD ~~firm~~Inc. As (“the Company ~~does not have an audit committee, the decision to change principal accountants was approved by the Company's Board of Directors and was made so as to reduce costs~~”).

~~The~~On ~~reports~~June ~~issued~~17, by2016 ~~RBSM~~the ~~with~~Company ~~respect~~entered tointo ~~the~~a ~~Company~~Subscription and Shareholders’s ~~consolidated~~Agreement ~~balance~~with ~~sheets~~Bio-AMD asUK ofHoldings ~~December~~Limited 31(“UKH”), ~~2015~~a ~~and~~United ~~2014~~Kingdom company, and the ~~related~~managers ~~consolidated~~of ~~statements~~UKH, ofunder ~~operations~~which ~~and~~we ~~comprehensive~~acquired ~~loss,~~a ~~equity~~70% ~~and~~interest ~~cash~~in ~~flows~~UKH in exchange for ~~each~~the introduction of all of the ~~two~~assets ~~years~~formerly inowned ~~the~~by ~~period~~our ~~ended~~63% ~~December~~subsidiary ~~31,~~Bio ~~2015~~AMD Holdings Limited and its 100% owned subsidiary Bio Alternative Medical Devices Limited (together, ~~did~~“Holdings”). ~~not~~These ~~contain~~assets ancomprise ~~adverse~~the ~~opinion~~Intellectual orProperty ~~disclaimer~~relating ofto ~~opinion~~the Company’s DSR, ~~except~~COAG ~~that~~and MIDS projects (the ~~reports~~“IP”) ~~stated~~and ~~that~~depreciated ~~substantial~~physical ~~doubt~~equipment ~~was~~assets ~~raised~~(together ~~about~~the “Assets”) currently valued in the Company’s ~~ability~~books toat ~~continue~~a asdepreciated acost ~~going~~of ~~concern~~approximately as£122,000 (approximately $173,000) the “Purchase Price”). The Assets were taken from the control of ~~December~~Holdings 31into the full control of the Company on June 1, ~~2014~~2016 ~~and~~as a result of a Registered Charge put in place by the Company during 2015.

~~During~~UKH is a development stage company, formed in May 2009 by the Company’s ~~years~~two ~~ended~~principal ~~December~~and ~~31,~~key ~~2015~~scientists ~~and~~formerly ~~2014,~~contracted ~~and~~to ~~through~~Holdings, ~~April~~Dr. ~~20,~~Nasser ~~2016,~~Djennati ~~preceding~~and ~~the~~Dr. ~~dismissal~~Andrew ofMitchell. ~~RBSM,~~UKH ~~there~~was ~~were~~formerly nodormant ~~disagreements~~and ~~between~~has ~~the~~never ~~Company~~traded. ~~and~~Immediately ~~RBSM~~prior onto ~~any~~the ~~matter~~transaction ofUKH ~~accounting~~formed ~~principles~~a ornew ~~practices~~subsidiary, ~~financial~~MIDS ~~statement~~Medical ~~disclosure,~~Limited or(“MML”) ~~auditing~~as ~~scope~~a ordedicated ~~procedure,~~vehicle ~~which~~to ~~disagreements,~~develop ifour ~~not~~MIDS ~~resolved~~universal toimmunoassay ~~the~~detection ~~satisfaction~~technology ofin ~~RBSM,~~a ~~would~~joint ~~have~~venture, ~~caused~~further ~~RBSM~~described tobelow. ~~make~~UKH awill ~~reference~~essentially totake over the ~~subject~~operations ~~matter~~ of ~~the~~Holdings, ~~disagreements~~which are further described in ~~connection~~our ~~with~~10-K ~~their~~filing ~~reports~~dated March 30, 2016.

~~During~~The 30% of UKH not owned by the ~~years~~Company ~~ended~~is ~~December~~owned ~~31,~~by ~~2015~~Dr. Nasser Djennati (15%) and ~~2014~~Dr. Andrew Mitchell (15%), whose experience and ~~through~~qualifications ~~April~~were ~~20,~~reported ~~2016,~~on ~~preceding~~Form ~~the~~8K ~~dismissal~~filed ofon ~~RBSM~~March 3, ~~there~~2010. ~~were~~The noboard ~~reportable~~of ~~events~~directors ~~(as~~of ~~described~~both ~~under~~UKH ~~Item~~and ~~304(a)(1)(v)~~MML presently consist of ~~Regulation~~Drs. ~~S-K)~~Djennati and Mitchell, and Mr Barr, the Company’s CEO.

The ~~Company~~effect ~~has~~of ~~provided~~this ~~RBSM~~restructuring ~~with~~is ato ~~copy~~beneficially ofincrease the ~~disclosure~~Company’s ~~made~~interest in ~~response~~its toUK ~~this~~operations ~~Item~~from ~~4.01~~63% ~~and~~to ~~requested~~70%, ~~that RBSM furnish the Company with a letter addressed~~ to ~~the~~simplify ~~Securities~~ and ~~Exchange~~gain ~~Commission~~better ~~(the~~voting ~~“SEC”)~~control ~~stating whether it agrees or disagrees with the statements. A copy~~ of ~~RBSM’s~~its ~~letter~~UK ~~to the SEC~~subsidiaries, ~~dated~~and ~~April~~to ~~21,~~eliminate ~~2016,~~two isprofit ~~filed~~share asarrangements ~~Exhibit~~previously ~~16.1~~reported toon ~~this~~Form ~~Current~~8K ~~Report~~filed on ~~Form~~March ~~8-K~~3, 2010.

OnITEM April 20, 2016, the Company engaged Saturna Group Chartered Professional Accountants LLP (“Saturna”), of 1066 West Hastings Street, Suite 1250, Vancouver, BC Canada V6E 3X1, as its new independent registered public accounting firm1.01 ENTRY ~~The~~INTO ~~engagement~~A ofMATERIAL ~~Saturna was approved by the Company’s board of directors on April 20, 2016.~~AGREEMENT

~~During~~On ~~the~~June ~~Company’s~~20, ~~two~~2016 ~~most~~the ~~recent~~Company ~~fiscal~~and ~~years~~its ~~ended~~UKH ~~December 31, 2014~~ and ~~2015~~MML ~~and~~subsidiaries ~~through~~entered ~~April~~into ~~20,~~a ~~2016,~~joint ~~neither~~venture ~~the~~by ~~Company~~way ~~nor~~of ~~anyone~~a ~~acting~~Subscription onand ~~its~~Shareholders’ ~~behalf~~Agreement ~~consulted~~(“Agreement”) with ~~Saturna~~a ~~regarding~~third ~~either~~party ~~(i)~~medical ~~the~~detection ~~application~~device ofdeveloper ~~accounting~~(“Partner”) ~~principles to~~ a ~~specific~~Nevada ~~transaction~~Corporation, ~~either~~under ~~completed~~which orthe ~~proposed;~~Partner orwill ~~the~~own ~~type~~a of40% ~~audit~~interest ~~opinion~~in ~~that~~MML ~~might~~to be ~~rendered~~awarded on ~~the~~July ~~Company’s~~1, ~~financial statements~~2016, ~~and~~in noexchange ~~written~~for ~~report~~its ~~was~~participation ~~provided~~and funding to ~~the~~support ~~Company~~MML orduring ~~oral~~a ~~advice~~Phase ~~was~~1 ~~provided~~development, ~~that~~and ~~Saturna~~prospectively ~~concluded~~to ~~was~~fund ana ~~important~~Phase ~~factor~~2 ~~considered~~development byof ~~the~~our ~~Company~~MIDS inuniversal ~~reaching~~immunoassay adetection ~~decision~~technology aswithin tothe MML vehicle. MML will have the ~~accounting,~~right ~~auditing~~to oruse ~~financial~~the ~~reporting~~MIDS ~~issue;~~Intellectual orProperty (ii“MIDS IP”) ~~any~~under ~~matter~~license ~~that~~during ~~was~~ the ~~subject~~development ofand ~~either~~the aMIDS ~~disagreement~~IP ~~(as~~will ~~defined~~be intransferred ~~Item~~to ~~304(a)(1)(iv)~~MML ofin ~~Regulation~~the ~~S-K)~~event orMML concludes a ~~reportable~~commercial ~~event~~deal ~~(as~~for ~~described~~MIDS inwith ~~Item 304(~~a~~)(1)(v)~~ ofthird ~~Regulation S-K~~party.

AThe ~~copy~~Agreement provides for a series of payments (“Phase 1 Payments”) in an aggregate amount of £450,500 (approximately $650,000 based on the ~~letter~~current ~~from~~rate ~~RBSM~~of exchange). The Partner is ~~attached~~due ~~hereto~~to send the first Phase 1 Payment to the Company as ~~Exhibit~~Escrow 16Agent, to be utilized by MML, of $130,000 (the “First Payment”) following the execution of the Agreement. Subsequent Phase 1 Payments are expected to be received as follows; (a) on or before September 20, 2016, a payment of £198,950 minus the Pounds Sterling equivalent of the First Payment; (b) on or before November 20, 2016, a payment of £100,640; (c) on or before January 20, 2017 a payment of £100,640; and (d) on or before March 20, 2016 a payment of £50,320.

~~Item~~The ~~9.01~~Agreement –also ~~Financial~~provides ~~Statements~~for ~~and~~a ~~Exhibits~~contingency funding (“Contingency”) to be made available by the Partner after March 31, 2017 in an aggregate amount of up to £45,000 (approximately $64,000) to be paid by the Partner within 20 days of receiving a written notice from MML.

The parties to the Agreement envisage a second phase of development (b“Phase 2”) ~~Exhibits~~to follow Phase 1. This is expected to be broadly over a similar timeframe and at a similar cost. MML may independently obtain funding for Phase 2 at MML’s option, or invite the Partner to fund.

16The Agreement contains various provisions to govern the funding obligations of the Partner: if any Phase 1 Payment is not made within 14 days of it falling due (“Default”), the Partner’s shareholding in MML may be reduced to zero; if no Contingency is drawn during Phase 1 UKH will be awarded an enduring 2.5% profit after tax right in MML (“Override”) which will increase to a 15% Override if the Partner declines to fund Stage 2; if the Partner declines to fund Phase 2 and any Contingency has been drawn, UKH will be awarded a 15% Override decreased by 0.5% for each £7,500 tranche of Contingency drawn down during Phase 1. Any Override will convert pro rata into ordinary shares in the event of a sale of MML.

~~Letter~~Provided ~~from~~that ~~RBSM~~each ~~dated~~Phase ~~April~~1 21Payment is made within 14 days of falling due the Partner also has additional control rights over MML, ~~2016~~ including representation on the MML board of directors, rights over the appointment and employment of senior management persons, indebtedness, major transactions, budget approval rights, accounting practices and general operational management supervisory rights.

As a condition of the Agreement, MML has entered into Supply of Services Agreements under which it receives the services of Drs. Djennati and Mitchell, being key personnel related to the MIDS development.

The Company has agreed, pursuant to a letter agreement (the “Warrant Agreement”), to prospectively issue 3,000,000 cash or cashless exercise five year warrants in the Company exercisable at $0.10, to certain third parties (or their nominees) who have introduced the Partner to the Company (“Introducer Warrants”). The Warrant Agreement provides for the Introducer Warrants to be issued at the discretion of the Company at any time up to MML receiving the final Phase 1 Payment, and may not be exercised prior to June 15, 2017. In the event the Phase 1 Payments are not made in full, the Company will have the right to cancel the sale of the Introducer Warrants, or to negotiate revised terms, at the Company’s sole option. No other fees have been paid in regard to the Agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors or Certain Officers

On June 14, 2016, Mr Robert Galvin was removed as Principal Financial Officer, Treasurer and director of the Company for cause, based on his not explaining certain expenses charged to the Company’s subsidiary Bio-Alternative Medical Devices Limited (“Bio”) over a two year period.

The registrant has conducted a preliminary investigation into Mr Galvin causing Bio to pay a rental in 2014 and 2015 ostensibly for Bio’s use of Mr Galvin’s ARM Partnership (“ARM”) offices located at 14, South Molton Street, London (“Rental”). The Company believes that (a) the Rental was not required by Bio as it had and has far more appropriate offices at its operational headquarters; (b) Mr Galvin is unable to name any meetings that took place that would have required the Rental; (c) the ARM offices were not wheelchair accessible to one of Bio’s directors; (d) the Rental appears to have been paid from two unsecured loans sought by Mr Galvin on behalf of Bio and loaned down from the Company for business purposes such as equipment, contracted design work and to aid the closing of commercial contracts; and (e) Mr Galvin was already contracted by Bio to work from the ARM offices. The Company seeks to discover if the Rental was a means by which Mr Galvin was supplementing his income as paid through ARM, which was not intended in his employment arrangement.

Mr Galvin also caused Bio to change his day rate consultancy contract with Bio to a monthly salary regardless of days worked, which is believed in breach of a Subscription and Shareholders’ Agreement entered into by the Company, Mr Galvin and others, and otherwise not economically justified on the basis of the workload.

Mr Galvin’s and ARM’s position taken in respect of the investigations and questions raised by the foregoing is that the board of directors of Bio agreed to the actions and payments were approved from time to time. The Company disagrees, and does not believe responsibility can simply be shifted to other directors who contend that they were deliberately misled, or that responsibility is mitigated by time passing and repeated payments.

Appointment of Certain Officers

On June 14, 2016 our President and director, Mr David Miller, who is responsible for the management of our periodic filings, was appointed as Principal Financial Officer and Treasurer for the time being, supported by our UK and US accountants.

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: ~~April~~June 2220, 2016 By: /s/ Thomas Barr

Name: Thomas Barr

Title: Chief Executive Officer

Filing Compare · Bio-AMD Inc.