SEC Comment Letter 0000000000-23-000011 to AMERICAN BIO MEDICA CORP (ABMC) (CIK 0000896747)
AMERICAN BIO MEDICA CORP (ABMC) (CIK 0000896747)
Date: Jan. 3, 2023 · CIK: 0000896747 · Accession: 0000000000-23-000011
AI Filing Summary & Sentiment
File numbers found in text: 000-28666
Letter
United States securities and exchange commission logo January 3, 2023 Melissa Waterhouse Chief Executive Officer American Bio Medica Corporation 122 Smith Road Kinderhook, NY 12106 Re:American Bio Medica Corporation Preliminary Proxy Statement on Schedule 14A Filed December 22, 2022 File No. 000-28666 Dear Melissa Waterhouse: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Summary Term Sheet Principal Conditions to the Asset Sale, page 4 1.We note your disclosures regarding employment agreements between Healgen and Melissa A. Waterhouse and Lawrence Ferringo, respectively. Please revise here or elsewhere in your proxy statement, as appropriate, to disclose the material terms of these employment agreements. Discussion of Proposals Recommended by Board Past Contracts, Transactions and Negotiations, page 12 2.We note that there appears to be no disclosure describing the negotiations between you and Healgen regarding the proposed asset sale. Please revise your disclosure to describe the negotiations between you and Healgen preceding your entry into the Asset Purchase Agreement. Refer to Item 1005(b)(6) of Regulation M-A.
FirstName LastNameMelissa Waterhouse Comapany NameAmerican Bio Medica Corporation January 3, 2023 Page 2 FirstName LastName Melissa Waterhouse American Bio Medica Corporation January 3, 2023 Page 2 General 3.We note that there are no financial statements included in your proxy statement. The proposed transaction appears to involve the sale of substantially all of your operating assets. Please tell us why you did not provide financial statements consistent with Item 14(a)(4) of Schedule 14A. For additional guidance, please refer to the Division of Corporation Finance Financial Reporting Manual, sections 1140.6 and 2120.2. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jimmy McNamara at 202-551-7349 or Alan Campbell at 202-551- 4224 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Spencer G. Feldman
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United States securities and exchange commission logo
January 3, 2023
Melissa Waterhouse
Chief Executive Officer
American Bio Medica Corporation
122 Smith Road
Kinderhook, NY 12106
Re:American Bio Medica Corporation
Preliminary Proxy Statement on Schedule 14A
Filed December 22, 2022
File No. 000-28666
Dear Melissa Waterhouse:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Summary Term Sheet
Principal Conditions to the Asset Sale, page 4
1.We note your disclosures regarding employment agreements between Healgen and
Melissa A. Waterhouse and Lawrence Ferringo, respectively. Please revise here or
elsewhere in your proxy statement, as appropriate, to disclose the material terms of these
employment agreements.
Discussion of Proposals Recommended by Board
Past Contracts, Transactions and Negotiations, page 12
2.We note that there appears to be no disclosure describing the negotiations between you
and Healgen regarding the proposed asset sale. Please revise your disclosure to describe
the negotiations between you and Healgen preceding your entry into the Asset Purchase
Agreement. Refer to Item 1005(b)(6) of Regulation M-A.
FirstName LastNameMelissa Waterhouse
Comapany NameAmerican Bio Medica Corporation
January 3, 2023 Page 2
FirstName LastName
Melissa Waterhouse
American Bio Medica Corporation
January 3, 2023
Page 2
General
3.We note that there are no financial statements included in your proxy statement. The
proposed transaction appears to involve the sale of substantially all of your operating
assets. Please tell us why you did not provide financial statements consistent with Item
14(a)(4) of Schedule 14A. For additional guidance, please refer to the Division of
Corporation Finance Financial Reporting Manual, sections 1140.6 and 2120.2.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Jimmy McNamara at 202-551-7349 or Alan Campbell at 202-551-
4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Spencer G. Feldman