Statement of Changes in Beneficial Ownership (4)
01 Mayo 2023 - 3:11PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Perceptive Credit Advisors, LLC |
2. Issuer Name and Ticker or Trading Symbol
CHEMBIO DIAGNOSTICS, INC.
[
CEMI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former 10% Owner |
(Last)
(First)
(Middle)
51 ASTOR PLACE, 10TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/27/2023 |
(Street)
NEW YORK, NY 10003 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/27/2023 | | U(1) | | 5162782 | D | $.45 | 0 | I | See Footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The disposition of common stock reported herein in the tender offer and subsequent acquisition of the Issuer completed on April 27, 2023 pursuant to the Agreement and Plan of Merger, dated as of January 31, 2023 with Biosynex SA and Project Merci Merger Sub, Inc., may have been matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 1,344,846 of the shares purchased by the reporting persons between April 4, 2023 and April 25, 2023. The Reporting Persons have agreed to pay to the Issuer $302.20, representing the full amount of the profit realized in connection with the transactions, representing the sales proceeds net of transaction costs. |
(2) | The securities are directly held by Perceptive Credit Holdings II, L.P. (the "Credit Fund"). Perceptive Credit Opportunities GP, LLC is the general partner of the Credit Fund, and Perceptive Credit Advisors LLC ("Credit Advisor") serves as the investment manager of the Credit Fund and as a relying advisor under Perceptive Advisors LLC (the "Advisor"). Joseph Edelman is the managing member of Credit Advisor and the Advisor. The Credit Advisor, the Advisor, and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its or his indirect pecuniary interest therein, and this report shall not be deemed an admission that the Credit Advisor or Mr. Edelman is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Perceptive Credit Advisors, LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 |
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| Former 10% Owner |
PERCEPTIVE ADVISORS LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 |
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| Former 10% Owner |
EDELMAN JOSEPH 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 |
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| Former 10% Owner |
Signatures
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/s/ Joseph Edelman - for Perceptive Credit Advisors LLC, By: Joseph Edelman, its managing member | | 5/1/2023 |
**Signature of Reporting Person | Date |
/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member | | 5/1/2023 |
**Signature of Reporting Person | Date |
/s/ Joseph Edelman | | 5/1/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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