S-1 1 ny20005230x1_s1.htm S-1

As filed with the Securities and Exchange Commission on September 7, 2022

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CHEMBIO DIAGNOSTICS, INC.

(Exact name of registrant as specified in its charter)

Nevada			6282			88-0425691
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

555 Wireless Blvd., Hauppauge, New York 11788

(631) 924-1135

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Richard L. Eberly

Chief Executive Officer and President

Chembio Diagnostics, Inc.

555 Wireless Blvd., Hauppauge, New York 11788

(631) 924-1135

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sean M. Jones

K&L Gates LLP

300 South Tryon St, Suite 1000

Charlotte, NC 28202

(704) 331-7406

Robert F. Charron

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

(212) 370-1300

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☑

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 (the “Securities Act”) or until the registration statement shall become effective on such date as the Securities and Exchange Commission (the “SEC”), acting pursuant to said Section 8(a), may determine.

	Per Share and Warrant⁽¹⁾	Per Pre-Funded Warrant and Warrant⁽¹⁾	Total
Public offering price	$	$	$
Underwriting discounts and commissions⁽²⁾	$	$	$
Proceeds, before expenses, to us⁽³⁾	$	$	$

			PAGE
ABOUT THIS PROSPECTUS			ii
FORWARD-LOOKING STATEMENTS			iii
PROSPECTUS SUMMARY			1
THE OFFERING			6
RISK FACTORS			8
USE OF PROCEEDS			43
CAPITALIZATION			44
DILUTION			46
DESCRIPTION OF SECURITIES			47
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS			53
UNDERWRITING			60
LEGAL MATTERS			63
EXPERTS			63
WHERE YOU CAN FIND MORE INFORMATION			63
INCORPORATION BY REFERENCE			64

Product	U.S.	International
DPP COVID-19 IgM/IgG System		✔
DPP SARS-CoV-2 IgM/IgG System		✔
DPP SARS-CoV-2 Antigen		✔
DPP HIV 1/2 Assay	✔	✔
DPP HIV-Syphilis System	✔	✔
DPP Syphilis Screen & Confirm Assay		✔
DPP ZCD IgM/IgG System		✔
DPP Dengue NS1 Antigen System		✔
DPP Dengue IgM/IgG System		✔
DPP Zika IgM System	✔	✔
DPP Zika IgM/IgG System		✔
DPP Chikungunya System		✔

	As of June 30, 2022
	Actual	Pro Forma⁽¹⁾
	(in thousands, except share data)
Cash and cash equivalents	$22,837	$

Current portion of long-term debt	3,000
Finance lease liabilities	74
Long-term finance lease liabilities	116
Long-term debt, net	16,127

Stockholders’ equity
Preferred stock - 10,000,000 shares authorized; none outstanding	—
Common Stock, $0.01 par value per share; 100,000,000 shares authorized, actual and pro forma; 30,224,606 shares issued and outstanding at June 30, 2022 actual and shares issued and outstanding pro forma	303
Additional paid-in capital	167,041
Accumulated deficit	(146,747)
Treasury Stock, 48.057 shares at cost, at June 30, 2022, actual and pro forma	(207)
Accumulated other comprehensive loss	(486)

Total stockholders’ equity	$19,905	$

Total liabilities and stockholders’ equity	$56,056	$

Assumed public offering price per share of common stock and accompanying warrants		$
Net tangible book value per share as of June 30, 2022	$0.66
Pro Forma increase in net tangible book value per share attributable to investors purchasing in this offering	$

As adjusted net tangible book value per share as of June 30, 2022 after this offering		$

Dilution per share to new investors purchasing in this offering		$

Underwriter			Number of Shares of Common Stock			Number of Pre-Funded Warrants			Number of Warrants
Craig-Hallum Capital Group LLC

SEC registration fee
FINRA filing fee
Accounting fees and expenses
Legal fees and expenses
Printing expenses
Transfer agent fees and expenses
Miscellaneous
Total

EXHIBIT NO.			DESCRIPTION
1.1+			Form of Underwriting Agreement
3.1			Articles of Incorporation, as amended, of Chembio Diagnostics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on July 29, 2010)
3.2			Amended and Restated Bylaws of Chembio Diagnostics, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed with the SEC on September 17, 2018)
3.3			Amendment No. 1 to Amended and Restated Bylaws of Chembio Diagnostics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2021)
4.4+			Form of Warrant
4.5+			Form of Pre-Funded Warrant
4.6+			Form of Warrant Agency Agreement
5.1+			Opinion of Ballard Spahr LLP
5.2+			Opinion of K&L Gates LLP

EXHIBIT NO.			DESCRIPTION
23.1†			Consent of Ernst & Young LLP
23.2+			Consent of Ballard Spahr LLP (included in Exhibit 5.1)
23.3+			Consent of K&L Gates LLP (included in Exhibit 5.2)
24.1			Powers of Attorney (included on the signature page)
107†			Filing Fee Table

Signature	Title	Date

/s/ Richard L. Eberly	Chief Executive Officer and President (Principal Executive Officer)	September 7, 2022
Richard L. Eberly

/s/ Lawrence J. Steenvoorden	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	September 7, 2022
Lawrence J. Steenvoorden

/s/ David W.K. Acheson	Director	September 7, 2022
David W.K. Acheson

/s/ David W. Bespalko	Director	September 7, 2022
David W. Bespalko

/s/ Katherine A. Davis	Chair of the Board	September 7, 2022
Katherine A. Davis

/s/ John G. Potthoff	Director	September 7, 2022
John G. Potthoff

/s/ Leslie Teso-Lichtman	Director	September 7, 2022
Leslie Teso-Lichtman

CHEMBIO DIAGNOSTICS, INC.

/s/ Richard L. Eberly

Richard L. Eberly

Chief Executive Officer and President

SEC Form S-1 filed by Chembio Diagnostics Inc.