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): ~~March~~June 723, 2022

AMERICAN BIO MEDICA CORPORATION (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

New York

0-28666

14-1702188

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification

Number)

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

122 Smith Road, Kinderhook, NY 12106

122 Smith Road, Kinderhook, NY		12106
(Address of principal executive offices)		(Zip Code)

(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))

☐ 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~~Item 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders

OnThe ~~March 7, 2022,~~ American Bio Medica Corporation (the “Company”) ~~entered~~Annual ~~into~~Meeting ~~a Financial Advisory Agreement~~ (the “~~Agreement”)~~Annual ~~with Landmark Pegasus, Inc. (‘Landmark~~Meeting”). ~~The~~was ~~Agreement~~held ~~provides that Landmark will provide certain financial advisory services for a minimum period of 3 months (which period commenced~~ on ~~February~~June 2823, 2022), ~~and~~at ~~as consideration for these services,~~ the Company’s ~~will~~corporate ~~pay~~offices ~~Landmark~~in ~~(a)~~Kinderhook, aNew ~~retainer~~York. ~~fee consisting of 500~~24,~~000~~930,930 ~~restricted~~ shares of common stock, ~~and~~or ~~a warrant to purchase 2~~51.7583% ~~million shares~~ of the ~~Company’s~~total ~~common~~shares of stock atoutstanding aas ~~strike~~of ~~price equal to~~ the ~~average~~record ~~closing~~date ~~price~~ of ~~the~~April ~~Company’s common shares for the 30 days preceding the Agreement~~26, ~~or $0.035 per share~~2022, ~~resulting~~were inpresent ~~gross~~at ~~proceeds to~~ the ~~Company~~Annual Meeting in ~~the~~person ~~amount of $96,250.00. The warrant will vest upon the closing of a transaction involving Landmark~~ or ~~upon~~by ~~the~~proxy ~~invocation~~constituting of a ~~“Breakup Fee”~~quorum.

~~The~~At ~~Breakup Fee will be invoked upon~~ the ~~generation~~Annual ofMeeting, astockholders ~~specific~~voted ~~transaction~~on ~~to ABMC which meets certain criteria agreed upon by both~~ the ~~Company~~following ~~and~~proposals ~~Landmark; which transaction is then rejected by the Company. The Company will also pay to Landmark a “Success Fee” for the consummation of a transaction closing during the term of the Agreement~~ and ~~for~~cast 12their ~~months~~vote ~~thereafter,~~as ~~between the Company and any party first introduced to the Company by Landmark, or with any party the Company has specifically requested Landmark’s assistance with the transaction.~~follows:

~~Upon~~PROPOSAL ~~invocation~~NUMBER of1 ~~the~~– ~~Breakup~~RATIFICATION ~~Fee~~OF ~~or payment of the Success Fee, the Company will also issue an additional 250,000 restricted shares of the Company’s common stock.~~AUDITORS

In the event that the Company consummates a transaction involving the provision of services to any party introduced to the Company by Landmark or with any party the Company has specifically requested Landmark’s assistance with, the Company will pay Landmark 10% of any revenues received from the transaction, unless this percentage is modified by both the Company and Landmark in writing.

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

~~There~~PROPOSAL isNUMBER no2 ~~material~~– approval ~~relationship~~of ~~between~~a ~~the~~non-binding ~~Company~~advisory ~~and~~resolution ~~Landmark,~~regarding ~~other~~the ~~than~~compensation ~~with~~of ~~respect~~the toCompany’s ~~the~~Named ~~Agreement.~~Executive Officer

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

~~SIGNATURES~~A description of the proposals can be found in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 28, 2022.

~~Pursuant~~There towere ~~the~~no ~~requirements~~nominees offor ~~the~~election ~~Securities~~to ~~Exchange~~the ~~Act~~Board of ~~1934,~~Directors due to the ~~registrant~~number ~~has~~of ~~duly~~directors ~~caused~~and ~~this~~their ~~report~~staggered toterms. beAll ~~signed~~directors oncontinued ~~its~~their ~~behalf~~terms byof ~~the~~office ~~undersigned~~after ~~hereunto~~the ~~duly~~Annual ~~authorized~~Meeting.

	AMERICAN BIO MEDICA CORPORATION (Registrant)
Dated: March 11, 2022	By:	/s/ Melissa A. Waterhouse
		Melissa A. Waterhouse
		Chief Executive Officer (Principal Executive Officer)
		Principal Financial Officer

There were no other matters voted upon or discussed at the Annual Meeting other than the Proposals noted above.

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: June 29, 2022	By:	/s/ Melissa A. Waterhouse
		Melissa A. Waterhouse
		Chief Executive Officer (Principal Executive Officer)
		Principal Financial Officer

Filing Compare · AMERICAN BIO MEDICA CORP