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): November 15, 2006 (November 14,
2006)
CHEMBIO
DIAGNOSTICS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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0-30379
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88-0425691
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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3661
Horseblock Road
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Medford,
NY 11763
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(Address
of principal executive offices)
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631-924-1135
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(Registrant’s
Telephone Number)
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N/A
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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
2.02. Results of Operations and Financial Condition
To
the
extent applicable, the information disclosed under Item 7.01 is
incorporated herein by reference.
ITEM
3.02. Unregistered Sales of Equity Securities
On
October 31, 2006, Chembio Diagnostics, Inc, (the “Company”) issued to Investor
Relations Group, Inc., in payment for consulting services, warrants to purchase
8,334 shares, of the Company’s Common Stock having an exercise price of $0.70
per share and 8,334 shares of the Company’s Common Stock. The warrants are
exercisable immediately and expire five years from the date of issue. The
Company relied on Section 4(2) of the Securities Act of 1933 as the basis
for its exemption from registration of this issuance. The sole investor in
the
issuance was an accredited investor.
On
November 15, 2006, the Company issued 144,047 shares of common stock as payment
of dividends on the Company’s series A preferred stock. No cash was exchanged in
this issuance. The Company relied on Section 4(2) of the Securities Act of
1933
as the basis for its exemption from registration of this issuance. The investors
in the issuance were accredited investors of the Company.
No
commissions or underwriting fees were paid in either of the foregoing
issuances.
ITEM
7.01. Regulation FD Disclosures.
On
November 14, 2006, the Company issued the press release titled “Chembio
Diagnostics Announces Third Quarter Results” included herein as Exhibit
99.1.
On
November 14, 2006, the Company issued the press release titled “CORRECTING and
REPLACING Chembio Diagnostics Announces Third Quarter Results” included herein
as Exhibit 99.2.
ITEM
9.01. Financial Statements and Exhibits
Exhibits.
| 99.1 |
Press
Release
titled “Chembio
Diagnostics Announces Third Quarter Results”
issued November 14, 2006.
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| 99.2 |
Press
Release
titled “CORRECTING
and REPLACING Chembio Diagnostics Announces Third Quarter
Results”
issued November 14, 2006.
|
In
accordance with General Instruction B.2 of Form 8-K, the information disclosed
in Items 2.02 and 7.01 of, and Exhibits 99.1 and 99.2 attached to, this Current
Report on Form 8-K shall not be deemed “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by
reference in any filing. This Current Report on Form 8-K does not constitute
a
determination of whether any information included herein is
material.
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 thereunto
duly authorized.
Date:
November 15, 2006 Chembio
Diagnostics, Inc.
By: /s/
Lawrence A. Siebert
Lawrence
A. Siebert
Chief
Executive Officer