Item 1.02 Termination of a Material Definitive Agreement

On April 27, 2023, effective as of the closing of the Merger, Chembio terminated that certain Credit Agreement and Guaranty, dated as of September 3, 2019, by and among Chembio, the Guarantors from time to time party thereto, and Perceptive Credit Holdings II, LP and its successors and assigns party thereto, and concurrently repaid all advances and other obligations outstanding thereunder. The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosure set forth in the "Explanatory Note" above is incorporated into this Item 2.01 by reference.

The Merger was effected pursuant to NRS 92A.133, which permits completion of a merger without a stockholder vote as soon as practicable following the successful consummation of an offer for all of the outstanding stock of a corporation that has a class of stock listed on a national securities exchange.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to Chembio's Current Report on Form 8-K, filed with SEC on January 31, 2023 and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or

Standard; Transfer of Listing

The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On April 27, 2023, Chembio (i) notified The Nasdaq Stock Market LLC ("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq suspend trading of the Shares and, following the Effective Time, file with the SEC a Form 25 Notification of Removal from Listing and/or Registration, to delist all of the Shares from Nasdaq and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Chembio common stock ceased trading on Nasdaq following the close of trading on April 27, 2023. Chembio also intends to file a Certification and Notice of Termination of Registration on Form 15 with the SEC requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of Chembio's reporting obligations under Section 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders

The information set forth in the Explanatory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Change in Control of Registrant

As a result of the consummation of the Offer and the consummation of the Merger in accordance with NRS 92A.133 on April 27, 2023, a change in control of Chembio occurred. At the Effective Time, Chembio became a wholly-owned and indirect subsidiary of Biosynex. The Transaction Consideration was funded through cash on the balance sheet of Biosynex. The information contained in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In accordance with the terms of the Merger Agreement, each officer of Merger Sub immediately prior to the Effective Time became an officer of Chembio effective as of the Effective Time. The officers of Merger Sub immediately prior to the Effective Time were Larry Abensur and Thierry Paper. In addition, in accordance with the terms of the Merger Agreement, the sole member of Merger Sub's board of directors immediately prior to the Effective Time became a member of Chembio's board of directors effective as of the Effective Time. The member of Merger Sub's board of directors immediately prior to the Effective Time was Larry Abensur. Effective immediately following completion of the Merger, all of the incumbent officers and directors of Chembio, as of immediately prior to the effectiveness of the Merger, were removed as officers or directors of Chembio. Biographical and other information with respect to Larry Abensur and Thierry Paper is set forth in Schedule I to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Parent on February 14, 2023 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year

Pursuant to the Merger Agreement, at the Effective Time, the articles of incorporation of Chembio (the "Articles of Incorporation") were amended and restated in their entirety. The Articles of Incorporation are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference. In addition, pursuant to the Merger Agreement, at the Effective Time, Chembio's by-laws ("By-Laws") were amended and restated in their entirety. The By-Laws are attached hereto as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On April 27, 2023, Biosynex issued a press release announcing the completion of the Merger. A copy of the press release is furnished herewith under the Securities Exchange Act of 1934, as amended, as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Chembio under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits





Exhibit
  No.                                       Description

  2.1*        Agreement and Plan of Merger, dated as of January 31, 2023, by and among
              Biosynex SA, Project Merci Merger Sub, Inc. and Chembio Diagnostic, Inc.
              (incorporated by reference to the copy included as Exhibit 2.1 to
              Chembio's Current Report on Form 8-K, filed on January 31, 2023).

  3.1         Amended and Restated Articles of Incorporation of Chembio Diagnostics,
              Inc.

  3.2         Amended and Restated By-laws of Chembio Diagnostics, Inc.

  99.1        Press Release dated April 27, 2023

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

* Schedules and Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Chembio hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or exhibit to the Agreement and Plan of Merger.

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