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): ~~December~~February 1915, ~~2022~~2023

AMERICAN BIO MEDICA CORPORATION

(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)

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))

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

On ~~December~~February 1915, ~~2022~~2023, American Bio Medica Corporation (the “Company”) ~~entered~~held ~~into~~the an2023 ~~Asset~~Special ~~Purchase~~Meeting ~~Agreement~~of Shareholders (the “~~Asset~~Special ~~Purchase Agreement~~Meeting”) ~~with~~at ~~Healgen~~the ~~Scientific~~Company’s ~~Limited~~corporate ~~Liability~~offices ~~Company~~in Kinderhook, aNew ~~Texas~~York, ~~limited~~at ~~liability~~which ~~company~~a quorum (27,863,899 shares of common stock of the ~~“Buyer”)~~47,098,476 ~~pursuant~~shares toof ~~which~~common ~~the~~stock ~~Company~~outstanding) ~~agreed,~~was ~~subject~~present toin ~~the~~person ~~approval~~or ofrepresented ~~the~~by ~~Company’s~~proxy. ~~shareholders,~~The tofollowing ~~sell~~is ~~substantially~~a ~~all~~brief ofdescription ~~the~~and ~~operating~~vote ~~assets~~count of ~~ABMC~~all ~~(excluding~~proposals voted on at the ~~Company’s~~Special ~~cash,~~Meeting. ~~accounts~~The ~~receivables~~proposals ~~arising~~voted ~~prior~~on toat the ~~closing~~Special ~~date,~~Meeting ~~and~~were ~~certain~~described ~~other~~in ~~assets)~~detail toin the ~~Buyer~~Definitive (Proxy Statement filed by the ~~“Sale”)~~Company in connection with the Special Meeting.

~~The~~Proposal ~~Company~~No. ~~believes~~1 ~~the~~– ~~losses~~To itconsider ~~has reported over the last several years~~ and ~~most~~vote ~~recently~~upon ~~the~~a ~~significant~~proposal ~~loss~~to ~~reported~~approve ~~for~~ the ~~nine~~Asset ~~months~~Purchase ~~ended September 30~~Agreement, ~~2022~~dated ~~will continue~~ as ~~(i) its primary business (onsite drugs~~ of ~~abuse~~December ~~tests)~~19, ~~has~~2022, ~~become~~between ~~a commoditized market where price is~~ the ~~primary~~Company ~~consideration~~and ~~for~~Healgen ~~purchase~~Scientific ~~and~~Limited ~~the~~Liability Company ~~cannot~~for ~~compete with~~ the ~~low~~Asset ~~pricing~~Sale ~~offered~~of bysubstantially ~~its~~all ~~competitors who manufacture outside~~ of ~~the~~ABMC’s ~~United~~assets ~~States when the Company manufactures its drug testing products completely in the United Stated and~~ (~~ii)~~ the ~~Company~~“Asset ~~has not been able to obtain new business to replace the significant loss of business (which began in late 2021~~Sale”). ~~from~~The ~~its~~shareholders ~~largest~~approved ~~customer and was exacerbated by~~ the ~~continuing~~Asset ~~impact~~Sale, ofvoting ~~the~~as ~~Covid-19 pandemic.~~follows:

Part of this inability to attain 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 of Outstanding	Percent of Voted
26,381,832	54.84%	94.70

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.

Against	Percent of Outstanding	Percent of Voted
1,476,077	3.06%	5.29%

After carefully weighing the facts and circumstances associated with the Sale to the Buyer, as well as alternative courses of action, the Company’s Board of Directors has unanimously concluded that the proposed sale of substantially all of the Company’s assets is the best available alternative to maximize value for shareholders.

Withheld	Percent of Outstanding	Percent of Voted
5,990	0.01%	0.02%

~~Under~~There ~~the~~were ~~New~~no ~~York~~Broker ~~Business~~Non-Votes ~~Corporation~~regarding ~~Law,~~Proposal ~~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~~No. 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-K1. ~~The Closing of the Sale would occur when/if the required number of affirmative shareholder votes is received and customary closing conditions are satisfied.~~

The ~~total~~approval ~~consideration~~of ~~for~~ the Asset Sale isrequired ~~$3 million in cash (~~the ~~“Purchase~~affirmative ~~Price”),~~vote ~~plus~~of the ~~assumption~~holders byof ~~the~~a ~~Buyer~~majority of ~~certain limited liabilities relating to~~ the ~~business.~~outstanding ~~$300,000~~shares of the ~~Purchase~~Company’s ~~Price~~common ~~will~~stock be(par ~~held~~value ~~back in a retention fund to cover potential indemnification claims during the six months following Closing~~$0.01) ~~The~~that ~~amount~~were ofpresent ~~consideration paid~~ in ~~connection~~person ~~with~~or ~~the~~represented ~~Sale~~by ~~was~~proxy ~~determined~~at ~~in arm’s-length negotiations between~~ the ~~Company~~Special ~~and the Buyer~~Meeting.

~~The~~Proposal ~~Buyer~~No. ~~has~~2 ~~already~~- ~~advanced~~To ~~$715,000~~grant ofauthority ~~the Purchase Price~~ to the ~~Company~~Board inof ~~the~~Directors ~~form~~ of ~~loans.~~the ~~Provided~~Company (the ~~Sale~~“Board”) isto ~~completed,~~adjourn at the ~~Closing~~Special Meeting, ~~the~~even ~~Buyer~~if ~~will~~a ~~waive~~quorum ~~any~~is ~~interest~~present, ~~that~~if ~~may~~necessary beor ~~due~~appropriate onin the ~~loans.~~sole ~~Therefore,~~discretion ~~excluding~~of the ~~hold back~~Board, ~~the~~including ~~remaining~~to ~~$2.7~~solicit ~~million~~additional ofproxies in the ~~Purchase~~event ~~Price,~~that ~~less~~there ~~the~~are ~~loans~~insufficient ~~advanced~~shares (present in person or ~~$1,985,000),~~by ~~will~~proxy bevoting ~~paid~~in tofavor of the ~~Company~~Asset ~~at Closing~~Sale. The shareholders voted as follows:

The Board believes the Company’s status as a fully reporting public company is an asset which may be sufficiently attractive to induce others to enter into business combinations with the Company. The Company is exploring strategic transactions which may result in the Company entering 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.

For	Percent of Outstanding	Percent of Voted
22,884,882	47.57%	82.25%

Against	Percent of Outstanding	Percent of Voted
4,969,877	10.33%	17.84%

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.

Withheld	Percent of Outstanding	Percent of Voted
9,140	0.01%	0.03%

~~For~~There awere ~~more~~no ~~complete~~Broker ~~description of the terms of the Sale, reference is made to the Asset Purchase Agreement, which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8~~Non-KVotes asregarding ~~indicated~~Proposal ~~in Item 9~~No.01 ~~below~~2.

~~Item~~There ~~9.01~~were ~~Exhibits~~no other matters voted upon or discussed at the Special Meeting other than the Proposals noted above.

~~(d) Exhibits~~2

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).

SIGNATURES

*Pursuant to ~~Item~~the ~~601(b)(2)~~requirements of ~~Regulation S-K,~~ the ~~schedules~~Securities toExchange ~~the~~Act ~~Asset~~of ~~Purchase~~1934, ~~Agreement~~the ~~have~~registrant ~~been~~has ~~omitted~~duly ~~from~~caused this ~~Report~~report ~~and~~to ~~will~~ be ~~furnished~~signed ~~supplementally~~on toits ~~the~~behalf ~~Securities~~by ~~and~~the ~~Exchange~~undersigned ~~Commission~~hereunto ~~upon~~duly ~~request by the Commission~~authorized.

	AMERICAN BIO MEDICA CORPORATION (Registrant)

Dated: February 17, 2023	By:	/s/ Melissa A. Waterhouse
		Melissa A. Waterhouse
		Chief Executive Officer (Principal Executive Officer)
		Principal Financial Officer

~~SIGNATURES~~3

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. WaterhouseChief Executive Officer

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