Item 1.01. Entry into a Material Definitive Agreement.

On April 30, 2009, the Registrant and its subsidiary Reagents Applications, Inc. entered into a Seventh Modification and Amendment Agreement with Bay National Bank (the "Amendment"). The Amendment renews effective March 31, 2009 the obligations of the parties to the Loan and Security Agreement dated September 26, 2002 through March 2010 subject to the renewal or recapitalization of the Registrant's bond indebtedness due September 30, 2009. The Amendment also adjusts a minimum tangible net worth covenant and the interest rate on terms and conditions set forth in the exhibit filed herewith and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in Item 1.01 above is incorporated by reference herein as if fully set forth herein.

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

(e) On April 30, 2009, at the Registrant's Annual Meeting of Stockholders, the Registrant's stockholders approved an amendment to its 2007 Stock Incentive Plan (as amended and restated, the "Plan") to increase the number of shares authorized to be issued under such Plan from 1,500,000 to 3,000,000. The amendment to the Plan, as recommended by the Compensation Committee and approved by the Board of Directors, was attached as Annex A to the proxy statement filed with the Securities and Exchange Commission on April 1, 2009. A summary of the Plan's terms was provided in such proxy statement and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Seventh Modification and Amendment Agreement between Hemagen Diagnostics, Inc., Reagents Applications, Inc. and Bay National Bank dated April 30, 2009.

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