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CEMI > SEC Filings for CEMI > Form 8-K on 28-Mar-2013All Recent SEC Filings

Show all filings for CHEMBIO DIAGNOSTICS, INC. | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Other Events, Financial Sta

ITEM 1.01 Entry Into a Material Definitive Agreement.

On March 27, 2013, Chembio Diagnostics, Inc. (the "Company") and Craig-Hallum Capital Group, in its capacity as the representative of the underwriters named therein (the "Underwriters"), entered into a purchase agreement ("Underwriting Agreement") relating to the public offering (the "Offering") of 1,200,000 shares of the Company's common stock ("Common Stock") at a price of $5.00 per share. The net proceeds are expected to be approximately $5,450,000, after deducting the underwriting discounts and commissions. The Offering is expected to close on or about April 3, 2013, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. These representations, warranties and covenants are not factual information to investors about the Company.

Pursuant to the Underwriting Agreement, directors and executive officers of the Company entered into agreements in substantially the form included as an exhibit to the Underwriting Agreement providing for a 60-day "lock-up" period with respect to sales of specified securities, subject to certain exceptions.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

Item 8.01 Other Events.

On March 28, 2013, we issued a press release announcing the pricing of the offering. A copy of this press release is attached hereto as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits.


1.1 Underwriting Agreement, dated March 27, 2013.
99.1 Press Release, dated March 28, 2013.

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