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Share Name | Share Symbol | Market | Type |
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Chembio Diagnostics Inc | NASDAQ:CEMI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.455 | 0.44 | 0.46 | 0 | 01:00:00 |
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1,867,045 shares issuable upon the exercise of options with a weighted-average exercise price of $4.40 per share;
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802,947 shares underlying restricted stock units; and
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2,502,911 shares reserved for future issuance under our 2019 Omnibus Incentive Plan.
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our limited cash position and sources of liquidity, including constraints on the availability of resources for introduction and
marketing of our products;
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the COVID-19 pandemic or other health pandemics and epidemics;
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our ability to obtain or maintain necessary regulatory approvals for some of our products;
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our ability to attract and retain key employees;
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the timely development of competitive new products and services, and the acceptance of those products and services by new and
existing customers;
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the lack of availability of alternative third-party suppliers for certain important product components;
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the timely development of competitive new products and services, and the acceptance of these products and services by new and
existing customers;
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the willingness of users to substitute competitors’ products and services for our products and services;
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new developments in health treatments or new non-diagnostic products that reduce or eliminate the demand for our products;
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changes in consumer spending and savings habits;
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the strength of the U.S. economy in general and the strength of the local economies in which we operate;
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geopolitical conditions, including acts or threats of terrorism, actions taken by the United States or other governments in
response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad;
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the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies;
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inflation, interest rate, market and monetary fluctuations;
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technological changes;
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continued funding of, and our ability to participate in, large testing programs in the United States and worldwide;
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uncertainty as to our future profitability;
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the impact of changes in financial services policies, laws and regulations, including those concerning taxes, banking,
securities and insurance, and the application thereof by regulatory bodies;
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the effect of acquisitions we may make, including the failure to achieve expected revenue growth or expense savings;
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the growth and profitability of non-interest or fee income being less than expected; and
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unanticipated regulatory or judicial proceedings.
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third parties lose confidence in our ability to continue to operate in the ordinary course, which could impact our ability to
execute on our business strategy;
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it may become more difficult to attract, retain or replace employees;
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employees could be distracted from performance of their duties;
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we could lose some or a significant portion of our liquidity, either due to stricter credit terms from vendors, or, in the
event we undertake a Chapter 11 proceeding and conclude that we need to procure debtor-in-possession financing, an inability to obtain any needed debtor-in-possession financing or to provide adequate protection to certain secured lenders
to permit us to access some or all of our cash; and
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our vendors and service providers could seek to renegotiate the terms of our arrangements, terminate their relationships with
us or require financial assurances from us.
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Assumed public offering price per share
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$2.41
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Net tangible book value per share as of March 31, 2021
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$0.70
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Increase in net tangible book value per share attributable to this offering
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0.88
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As-adjusted net tangible book value per share as of March 31, 2021,
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after giving effect to this offering
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1.58
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Dilution per share to new investors in this offering
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$0.83
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1,867,045 shares issuable upon the exercise of options with a weighted-average exercise price of $4.40 per share;
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802,947 shares underlying restricted stock units; and
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2,502,911 shares reserved for future issuance under our 2019 Omnibus Incentive Plan.
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20,296,231 shares of common stock held by approximately 114 stockholders of record;
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stock options exercisable, upon vesting, to acquire 1,867,045 shares of common stock; and
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802,947 shares of common stock underlying restricted stock units.
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 11, 2021, as amended by Amendment No. 1 thereto filed with the SEC on April 30, 2021;
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our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 filed with the SEC on May 6, 2021; and
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our Current Reports on Form 8-K filed with the SEC on March 8, 2021, March 11,
2021, May 6, 2021, June 10, 2021, June 25,
2021 and July 19, 2021.
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our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 11, 2021;
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the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020
from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2021; and
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our Current Reports on Form 8-K filed with the SEC on March, 8, 2021 and March 11,
2021.
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the fact of the common directorship, office or financial interest is known to the board of directors or a committee of the
board and a majority of disinterested directors on the board (or the committee) authorize, approve or ratify the transaction;
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the fact of the common directorship, office or financial interest is known to the stockholders and disinterested stockholders
holding a majority of the shares held by disinterested stockholders authorize, approve or ratify the transaction;
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the fact of the common directorship, office or financial interest is not known to the director or officer at the time the
transaction is brought to the board for action; or
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the transaction was fair to us at the time it is authorized or approved.
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the title and type of the debt securities;
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whether the debt securities will be senior or subordinated debt securities, and, with respect to any subordinated debt
securities the terms on which they are subordinated;
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the initial aggregate principal amount of the debt securities;
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the price or prices at which we will sell the debt securities;
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the maturity date or dates of the debt securities and the right, if any, to extend such date or dates;
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the rate or rates, if any, at which the debt securities will bear interest, or the method of determining such rate or rates;
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the date or dates from which such interest will accrue, the interest payment dates on which such interest will be payable or
the method of determination of such dates;
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the right, if any, to extend the interest payment periods and the duration of that extension;
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the manner of paying principal and interest and the place or places where principal and interest will be payable;
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provisions for a sinking fund, purchase fund or other analogous fund, if any;
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any redemption dates, prices, obligations and restrictions on the debt securities;
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the currency, currencies or currency units in which the debt securities will be denominated and the currency, currencies or
currency units in which principal and interest, if any, on the debt securities may be payable;
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any conversion or exchange features of the debt securities;
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whether the debt securities will be subject to the defeasance provisions in the indenture;
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whether the debt securities will be issued in definitive or global form or in definitive form only upon satisfaction of certain
conditions;
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whether the debt securities will be guaranteed as to payment or performance;
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any special tax implications of the debt securities;
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any events of default or covenants in addition to or in lieu of those set forth in the indenture; and
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any other material terms of the debt securities.
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the successor entity, if any, is a U.S. corporation, limited liability company, partnership or trust;
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the successor entity assumes our obligations on the senior debt securities and under the senior indenture;
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immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and
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we have delivered to the senior trustee an officer’s certificate and an opinion of counsel, each stating that the
consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the senior indenture and all conditions precedent provided for
in the senior indenture relating to such transaction have been complied with.
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failure to pay interest on any senior debt securities of such series when due and payable, if that default continues for a
period of 30 days (or such other period as may be specified for such series);
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failure to pay principal on the senior debt securities of such series when due and payable whether at maturity, upon
redemption, by declaration or otherwise (and, if specified for such series, the continuance of such failure for a specified period);
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default in the performance of or breach of any of our covenants or agreements in the senior indenture applicable to senior debt
securities of such series, other than a covenant breach that is specifically dealt with elsewhere in the senior indenture, and that default or breach continues for a period of 90 days after we receive written notice from the trustee or
from the holders of 25% or more in aggregate principal amount of the senior debt securities of such series;
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certain events of bankruptcy or insolvency, whether or not voluntary; and
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any other event of default provided for in such series of senior debt securities as may be specified in the applicable
prospectus supplement.
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the holder gives the trustee written notice of a continuing event of default;
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the holders of at least 25% in aggregate principal amount of such series of senior debt securities make a written request to
the trustee to pursue the remedy in respect of such event of default;
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the requesting holder or holders offer the trustee indemnity satisfactory to the trustee against any costs, liability or
expense;
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the trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and
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during such 60-day period, the holders of a majority in aggregate principal amount of such series of senior debt securities do
not give the trustee a direction that is inconsistent with the request.
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we have paid or caused to be paid the principal of and interest on all senior debt securities of such series (with certain
limited exceptions) when due and payable; or
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we deliver to the senior trustee for cancellation all senior debt securities of such series theretofore authenticated under the
senior indenture (with certain limited exceptions); or
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all senior debt securities of such series have become due and payable or will become due and payable within one year (or are to
be called for redemption within one year under arrangements satisfactory to the senior trustee) and we deposit in trust an amount of cash or a combination of cash and U.S. government or U.S. government agency obligations (or in the case
of senior debt securities denominated in a foreign currency, foreign government securities or foreign government agency securities) sufficient to make interest, principal and any other payments on the debt securities of that series on
their various due dates; or
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and if, in any such case, we also pay or cause to be paid all other sums payable under the senior indenture, as and when the
same shall be due and payable, and we deliver to the senior trustee an officer’s certificate and an opinion of counsel, each stating that these conditions have been satisfied.
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We deposit in trust for your benefit and the benefit of all other direct holders of the debt securities of the same series cash
or a combination of cash and U.S. government or U.S. government agency obligations (or, in the case of senior debt securities denominated in a foreign currency, foreign government or foreign government agency obligations) that will
generate enough cash to make interest, principal and any other payments on the debt securities of that series on their various due dates.
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There is a change in current U.S. federal income tax law or an IRS ruling that lets us make the above deposit without causing
you to be taxed on the debt securities any differently than if we did not make the deposit and instead repaid the debt securities ourselves when due. Under current U.S. federal income tax law, the deposit and our legal release from the
debt securities would be treated as though we took back your debt securities and gave you your share of the cash and debt securities or bonds deposited in trust. In that event, you could recognize gain or loss on the debt securities you
give back to us.
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We deliver to the trustee a legal opinion of our counsel confirming the tax law change or ruling described above.
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We must deposit in trust for your benefit and the benefit of all other direct holders of the debt securities of the same series
cash or a combination of cash and U.S. government or U.S. government agency
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We must deliver to the trustee a legal opinion of our counsel confirming that under current U.S. federal income tax law we may
make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and instead repaid the debt securities ourselves when due.
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convey, transfer, assign, mortgage or pledge any assets as security for the senior debt securities of one or more series;
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evidence the succession of a corporation, limited liability company, partnership or trust to us, and the assumption by such
successor of our covenants, agreements and obligations under the senior indenture or to otherwise comply with the covenant relating to mergers, consolidations and sales of assets;
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comply with requirements of the SEC in order to effect or maintain the qualification of the senior indenture under the Trust
Indenture Act of 1939;
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add to our covenants such new covenants, restrictions, conditions or provisions for the protection of the holders, and to make
the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default;
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cure any ambiguity, defect or inconsistency in the senior indenture or in any supplemental indenture or to conform the senior
indenture or the senior debt securities to the description of senior debt securities of such series set forth in this prospectus or any applicable prospectus supplement;
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provide for or add guarantors with respect to the senior debt securities of any series;
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establish the forms or terms of the senior debt securities as permitted by the senior indenture;
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evidence and provide for the acceptance of appointment under the senior indenture by a successor trustee, or to make such
changes as shall be necessary to provide for or facilitate the administration of the trusts in the senior indenture by more than one trustee;
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add to, change or eliminate any of the provisions of the senior indenture in respect of one or more series of senior debt
securities, provided that any such addition, change or elimination shall (a) neither (1) apply to any senior debt security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (2) modify the rights of the holder of any such senior debt security with respect to such provision or (b) become effective only when there is no senior debt security described
in the preceding clause (a)(1) outstanding;
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make any change to the senior debt securities of any series so long as no senior debt securities of such series are
outstanding; or
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make any change that does not adversely affect the rights of any holder in any material respect.
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extends the final maturity of any senior debt securities of such series;
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reduces the principal amount of any senior debt securities of such series;
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reduces the rate, or extends the time for payment of, interest on any senior debt securities of such series;
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reduces the amount payable upon the redemption of any senior debt securities of such series;
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changes the currency of payment of principal of or interest on any senior debt securities of such series;
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reduces the principal amount of original issue discount securities payable upon acceleration of maturity or the amount provable
in bankruptcy;
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waives a continuing default in the payment of principal of or interest on the senior debt securities (other than any such
default in payment resulting solely from an acceleration of the senior debt securities);
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changes the provisions relating to the waiver of past defaults or impairs the right of holders to receive payment or to
institute suit for the enforcement of any payment or conversion of any senior debt securities of such series on or after the due date therefor;
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modifies any of the provisions of these restrictions on amendments and modifications, except to increase any required
percentage or to provide that certain other provisions cannot be modified or waived without the consent of the holder of each senior debt security of such series affected by the modification;
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adversely affects the right to convert or exchange senior debt securities into common stock or other property in accordance
with the terms of the senior debt securities; or
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reduces the above-stated percentage of outstanding senior debt securities of such series whose holders must consent to a
supplemental indenture or modifies or amends or waives certain provisions of or defaults under the senior indenture.
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all of the indebtedness of that person for money borrowed;
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all of the indebtedness of that person evidenced by notes, debentures, bonds or other securities sold by that person for money;
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all of the lease obligations that are capitalized on the books of that person in accordance with generally accepted accounting
principles;
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all indebtedness of others of the kinds described in the first two bullet points above and all lease obligations of others of
the kind described in the third bullet point above that the person, in any manner, assumes or guarantees or that the person in effect guarantees through an agreement to purchase, whether that agreement is contingent or otherwise; and
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all renewals, extensions or refunding of indebtedness of the kinds described in the first, second or fourth bullet point above
and all renewals or extensions of leases of the kinds described in the third or fourth bullet point above;
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the number of shares of common stock or preferred stock purchasable upon the exercise of warrants to purchase such shares and
the price at which such number of shares may be purchased upon such exercise;
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the designation, stated value and terms (including liquidation, dividend, conversion and voting rights) of the series of
preferred stock purchasable upon exercise of warrants to purchase preferred stock;
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the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the
warrants, which may be payable in cash, securities or other property;
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the date, if any, on and after which the warrants and the related debt securities, preferred stock or common stock will be
separately transferable;
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the terms of any rights to redeem or call the warrants;
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the date on which the right to exercise the warrants will commence and the date on which the right will expire;
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U.S. federal income tax consequences applicable to the warrants; and
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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange, exercise and
settlement of the warrants.
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vote, consent or receive dividends;
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receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other
matter; or
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exercise any rights as stockholders of Sienna.
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the title of the series of units;
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identification and description of the separate constituent securities comprising the units;
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the price or prices at which the units will be issued;
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the date, if any, on and after which the constituent securities comprising the units will be separately transferable;
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a discussion of certain U.S. federal income tax considerations applicable to the units; and
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any other terms of the units and their constituent securities.
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a limited-purpose trust company organized under the New York Banking Law;
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a “banking organization” within the meaning of the New York Banking Law;
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a member of the Federal Reserve System;
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a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
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a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
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DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing
such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of
our becoming aware of DTC’s ceasing to be so registered, as the case may be;
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we determine, in our sole discretion, not to have such securities represented by one or more global securities; or
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an Event of Default has occurred and is continuing with respect to such series of securities,
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at fixed prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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at negotiated prices.
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1 Year Chembio Diagnostics Chart |
1 Month Chembio Diagnostics Chart |
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