UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

_________________________________

Date of Report

~~May~~June 817, 2020

(Date of earliest event reported)

ERBA Diagnostics, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	1-14798 (Commission File Number)	11-3500746 (IRS Employer Identification No.)
Delaware	1-14798	11-3500746
14100 NW 57th Court Miami Lakes, Florida (Address of principal executive offices)		33014 (Zip Code)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
14100 NW 57th Court Miami Lakes, Florida		33014
(Address of principal executive offices)		(Zip Code)

(305) 324-2300

(Registrant’s telephone number, including area code)

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 13e4(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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On ~~May~~June 817, 2020, ~~Diamedix~~the ~~Corporation,~~Compensation aCommittee ~~wholly-owned~~of ~~subsidiary~~the Board of Directors of ERBA Diagnostics, Inc. (the “~~Diamedix~~Company”), ~~consummated~~as ~~the~~well ~~transactions~~as ~~contemplated~~the byindependent ~~that~~directors ~~certain~~on ~~Purchase~~the ~~and~~Board ~~Sale~~of ~~Agreement,~~Directors ~~dated~~of ~~June~~the 17Company, ~~2019,~~approved bya ~~and~~one-time ~~between~~payment ~~Diamedix,~~to asDavid ~~seller~~Barka, ~~and~~the ~~PRH~~Company’s ~~Investments,~~Interim ~~LLC~~Chief ~~(“Buyer”)~~Executive Officer, asin ~~amended~~the byamount ~~that certain First Amendment dated as~~ of ~~July~~one 1,hundred ~~2019~~fifty ~~(the~~thousand ~~“First~~dollars ~~Amendment”~~($150,000), aspayable ~~further~~June ~~amended by that certain Second Amendment dated as of September~~ 18, ~~2019~~2020, ~~and~~for asthe ~~further~~services ~~amended~~he byhas ~~that~~provided ~~certain Third Amendment dated~~ as ofthe ~~May~~Company’s 8,Interim ~~2020~~Chief ~~(collectively,~~Executive ~~the~~Officer ~~“Purchase~~and ~~Agreement”),~~approved ~~pursuant~~a toone-time ~~which~~retainer ~~Buyer~~for ~~purchased~~Mr. ~~that~~Barka ~~certain~~in ~~real~~the ~~property~~amount ~~owned~~of byone ~~Diamedix~~hundred ~~located~~fifty atthousand ~~2115,~~dollars ~~2127~~($150, ~~2140~~000), ~~2141,~~payable ~~2150,~~July ~~2160 North Miami Avenue~~2, ~~2155 NW Miami Court and 38 NW 22nd Street~~2020, infor ~~Miami,~~his ~~Florida,~~continued ~~and~~services ~~all~~as ~~improvements thereon (collectively,~~ the ~~“Property”)~~Company’s ~~for~~Interim ~~the~~Chief ~~aggregate~~Executive ~~purchase price of $18,500,000~~Officer.

~~Immediately~~As ~~prior~~previously ~~to the consummation of the transactions contemplated by the Purchase Agreement~~reported, ~~Diamedix~~since ~~and Buyer entered into a Third Amendment to Purchase and Sale Agreement (the “Third Amendment”)~~Mr. ~~Pursuant~~Barka’s toappointment ~~the~~as ~~Third Amendment: (a)~~ the ~~purchase~~Company’s ~~price~~Interim ~~for~~Chief ~~the~~Executive ~~Property~~Officer ~~was~~in ~~reduced~~July ~~from $21~~2017,~~750,000~~ ~~to $18,500,000; (b)~~ the ~~purchase~~Company ~~price~~has ~~credit~~not ~~from~~paid ~~the~~Mr. ~~First~~Barka ~~Amendment~~any ~~was~~compensation ~~rendered~~for ~~null~~his ~~and~~services ~~void~~as ~~and~~ the ~~corresponding~~Company’s ~~section~~Interim ~~reflecting~~Chief ~~such~~Executive ~~credit~~Officer, ~~deleted; (c) in connection with the purchase price reduction~~because, ~~the SEC Assemblage Demolition (as such term is defined~~ in ~~the~~addition ~~Purchase Agreement) condition~~ to ~~closing~~serving ~~was removed and Buyer assumed the obligation to complete the SEC Assemblage Demolition following Closing (~~as ~~such term is defined in~~ the ~~Purchase~~Company’s ~~Agreement);~~Interim ~~and~~Chief ~~(d)~~Executive ~~the closing date for the purchase and sale of the Property was set as May 8~~Officer, ~~2020~~Mr. ~~The~~Barka ~~purchase~~has ~~price~~also ~~is (i) subject to a holdback in the amount of $150~~served,~~000~~ and ~~(ii)~~continues ~~reduced~~to ~~by fees~~serve, ~~costs and expenses paid at closing such~~ as ~~any~~President ~~outstanding~~of ~~taxes~~Calbiotech, ~~code violations~~Inc., ~~real~~President ~~estate~~of ~~closing~~Calbiotech ~~costs~~Veterinary Diagnostics, ~~service provider fees~~ and ~~other~~President ~~similar~~of ~~matters.~~Microplate ~~In connection with the SEC Assemblage Demolition~~Dispensers, ~~Diamedix~~Inc. ~~also entered into~~ d/b/a ~~reciprocal~~Moduline ~~access~~Systems, ~~agreement~~all ~~(the “Access Agreement”) with the tenant~~ of ~~the~~which ~~neighboring~~are ~~real~~direct ~~property~~or toindirect ~~permit~~subsidiaries ~~reciprocal~~of ~~access~~Erba ~~rights~~Diagnostics asMannheim ~~required~~GmbH, ~~in connection with~~ the ~~SEC~~majority ~~Assemblage~~stockholder ~~Demolition. As part~~ of the ~~Third~~Company ~~Amendment,~~(“Erba ~~Buyer is required to assume the Access Agreement at Closing~~Mannheim”).

~~The~~Mr. ~~foregoing~~Barka ~~description~~continues ofto serve as the ~~Third~~Company’s ~~Amendment~~Interim ~~set~~Chief ~~forth~~Executive ~~under~~Officer ~~this~~and ~~Item~~oversees 1the business and operations of the Company and its wholly owned subsidiaries.01 ~~does~~As ~~not~~the ~~purport~~Company’s toInterim beChief ~~complete~~Executive Officer, Mr. ~~Such~~Barka’s ~~description~~continuing role is ~~only~~also aexpected ~~summary~~to ~~and~~include, isamong ~~qualified~~other things, assisting the Company in its ~~entirety~~efforts byto ~~reference~~find and train a permanent successor to the ~~full~~role ~~text~~ of the ~~Amendment,~~Company’s ~~which~~Chief isExecutive ~~filed~~Officer. asMr. ~~Exhibit~~Barka’s ~~10.1~~employment towith ~~this~~the ~~Current~~Company ~~Report~~continues onto ~~Form~~be 8at-Kwill and ismay ~~incorporated~~be ~~into~~terminated ~~this~~by ~~Item~~the 1Company or by Mr.01 inBarka ~~its~~at ~~entirety~~any time for any reason or for no reason.

~~Item~~As 9previously reported, Erba Mannheim beneficially owns, directly or indirectly, approximately 83.013% ~~Financial~~of ~~Statements~~the outstanding shares of the Company’s common stock. As also previously reported, the Company and ~~Exhibits~~its wholly owned subsidiaries, on the one hand, and Erba Mannheim and its affiliates, on the other hand, have engaged in and are currently engaged in a number of commercial transactions.

~~(d) Exhibit 10.1 – Third Amendment to Purchase and Sale Agreement, dated as of May 8, 2020, by and between Diamedix Corporation and PRH Investments, LLC.~~SIGNATURES

~~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.

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.

	ERBA DIAGNOSTICS, INC.



Dated: June 17, 2020	By:	/s/ David Barka
		David Barka,
		Interim Chief Executive Officer

	ERBA DIAGNOSTICS, INC.
Dated: May 8, 2020	By:	/s/ David Barka
		David Barka,
		Interim Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description
10.1	Third Amendment to Purchase and Sale Agreement, dated as of May 8, 2020, by and between Diamedix Corporation and PRH Investments, LLC.

Filing Compare · ERBA Diagnostics, Inc.