You are invited to attend the meeting; however, to ensure your representation at the meeting, you are urged to vote via the Internet or telephone, or mark, sign, date and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope enclosed for that purpose. Any shareholder of record attending the meeting may vote in person even if he or she has voted via the Internet or telephone, or returned a proxy card. By voting in person, you automatically revoke any prior proxy given by Internet, telephone or proxy card.

For the election of directors, the nominees who receive the most votes will be elected to the two (2) available seats on the Board (i.e. by a plurality of votes cast). If you return a signed proxy form indicating your abstention or attend the Annual Meeting but choose to abstain from voting on any proposal (revoking your proxy), you will be considered present at the Annual Meeting and not voting in favor of the proposal. Since most proposals pass only if they receive favorable votes from a majority of votes present at the Annual Meeting, the fact that you are abstaining and not voting in favor of a proposal will have the same effect as if you had voted against the proposal.

Holders of common shares are not entitled to cumulative voting rights.

A quorum of shareholders is necessary to hold a valid meeting. If the holders of at least a majority of the total number of the outstanding shares of common stock entitled to vote are represented in person or by proxy at the Annual Meeting, a quorum will exist. Abstentions and broker non-votes will be considered present for purposes of determining the presence of a quorum.

Any proxy card given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. A proxy card may be revoked (1) by filing with the Corporate Secretary of the Company, at or before the taking of the vote at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated no later than the prior proxy card relating to the same shares, or (2) by attending the Annual Meeting and voting or abstaining in person (although attendance at the Annual Meeting will not of itself revoke a proxy). Any written notice of revocation or subsequent proxy card must be received by the Corporate Secretary of the Company prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to the Corporate Secretary of the Company or should be sent so as to be delivered to American Bio Medica Corporation, 122 Smith Road, Kinderhook, New York 12106, Attention: Corporate Secretary.

The Board is not proposing any action for which the laws of the State of New York, our Certificate of Incorporation and/or our Bylaws, as amended from time to time, provide a right of a shareholder to obtain appraisal of or payment for such shareholder’s shares.

The Company will pay the costs of soliciting proxies from its shareholders. Directors, officers or employees of the Company may solicit proxies by mail, telephone, and other electronic forms of communication or in person without additional compensation.

The Company will also reimburse banks, brokers, nominees and other fiduciaries for the expenses they incur in forwarding the proxy materials to you. Arrangements may also be made with brokerage firms or other custodians, nominees or fiduciaries for the forwarding of soliciting material to the beneficial owners of common shares of the Company held of record by such persons; and the Company will reimburse such respective banks, brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by them. Broadridge Financial Solutions, Inc. has been retained to assist in soliciting proxies at a fee of approximately $4,000 including distribution costs and other costs and expenses.

Some banks, brokers, and other intermediaries may participate in the practice of “householding” proxy statements, annual reports and related notices. This rule allows us to send a single copy of this proxy statement to any household at which two (2) or more of our shareholders reside, if we believe that the shareholders are members of the same family. This rule benefits both the Company and its shareholders as it reduces the volume of duplicate information received at a shareholder’s house and helps reduce our expenses. Each shareholder, however, will continue to receive individual proxy cards or voting instructions forms. Shareholders that have previously received a single set of disclosure documents may request their own copy by contacting their bank, broker or other intermediary. We will also deliver a separate copy of this proxy statement to any shareholder upon written request to American Bio Medica Corporation, Attn: Corporate Secretary, 122 Smith Road, Kinderhook, New York 12106.

The current bylaws of the Company allow for a classified or staggered board. The Company’s Board of Directors is divided into three classes serving staggered terms. During the year ended December 31, 2016,2017, the Company’s Board of Directors was fixed at five (5) members.

The directors with terms expiring at this Annual Meeting are Jean NeffMelissa A. Waterhouse (our Chief Executive Officer/Principal Financial Officer) and Diane J. Generous.Peter Jerome; both Class III directors. On April 6, 2017 Richard P. Koskey (a Class III director) and Carl A. Florio (a Class I director) resigned from their positions on the Board of Directors. Mr. Koskey served as a Class II director and his termChaim Davis was setappointed to expire in 2018.the Board of Directors on June 26, 2017 to fill the vacancy created by the resignation of Mr. Florio served as a Class III director and, his servedMr. Peter Jerome was setappointed to expire in 2019.the Board of Directors on January 5, 2018 to fill the vacancy created by the resignation of Mr. Koskey. As of the date of this report, there is only onethe other membermembers of the Board of Directors Company Chief Executive Officer/Principal Financial Officer Melissa A. Waterhouse. Ms. Waterhouse is aare Jean Neff (a Class II director with her term expiring in June 2020) and Diane J. Generous (a Class II director with her current term expiresexpiring in 2018.

June 2020). On March 20, 2018, Mr. Davis was appointed as Chairman of the Board of Directors.

The Board of Directors, upon the recommendation of the Nominating Committee has nominated Jean NeffMelissa A. Waterhouse and Diane J. GenerousPeter Jerome to serve as directors until the 20202021 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. It is the intention of the persons named as proxies in the accompanying proxy, unless instructed otherwise, to vote for Jean NeffMelissa A. Waterhouse and Diane J. Generous.Peter Jerome. If either Jean NeffMelissa A. Waterhouse or Diane J. GenerousPeter Jerome should become unavailable to serve, the proxy may be voted for the election of a substitute nominee as may be designated by the Board of Directors. The Board of Directors has no reason to believe that either Jean NeffMelissa A. Waterhouse or Diane J. GenerousPeter Jerome will be unable to serve if elected.

Name		Age		Term Expires		Position(s) held		Director Since
Jean Neff		74		2017		Director and Corporate Secretary		2008
Diane J. Generous		57		2017		Director		2014

The principal occupation and business experience of Jean NeffMelissa A. Waterhouse and Diane J. GenerousPeter Jerome during at least the last five (5) years is set forth below.

Throughout the year ended December 31, 2017, directors who are not employees (“Non-Employee Directors”) of the Company receivereceived a fee of $2,500 per meeting for attending meetings of the Board of Directors in person and arewere reimbursed for out-of-pocket expenses incurredsubmitted in connection with attending such meetings. Members who attended in person meetings of the Board of Directors telephonically received 50% of this compensation, or $1,250. Four (4) regular in-person meetings and one (1) telephonic meeting of the Board of Directors were held during the year ended December 31, 2016.

The 2017.

Non-Employee Directors agreed, and the Board of Directors therefore resolved, to waive all fees related to theboard members are not paid for their attendance ofat Committee meetings of the Board of Directors and telephonic board meetings of the Board of Directors in the year ended December 31, 2016,Directors; however, Non-Employee Directors are reimbursed for any out of pocket expenses they may incur in attending telephonic meetings of the Board of Directors or meetings of the Committees of the Board of Directors.

In addition,

On March 22, 2018, the Non-Employee Directors agreed, and the Board of Directors therefore resolved, to defer 50%offer a director compensation structure for attendance at meetings of the Board of Directors that would consist of payment forin cash only, restricted common shares of Company stock or a combination of both; solely at the attendance fee for a board meeting in December 2013. Asoption of the year ended December 31, 2016 these deferred amounts (totaling $2,500) remain unpaid.

Non-Employee director.

No member of the Board of Directors has a compensation arrangement that differs from those of other members of the Board of Directors.

On January 5,6, 2016, the Company dismissed Liggett, Vogt and Webb, P.A. (“LVW”) as its independent registered public accounting firm and engaged UHY, LLP (“UHY”) as its independent registered public accounting firm to perform audit services in connection with the Company’s year ended December 31, 2015, and UHY has continued as the Company’s independent registered public accounting firm since that engagement. On December 31, 2017, the Company re-engaged UHY, LLP (“UHY”) as its independent registered public accounting firm to perform audit services for the year ended December 31, 2015.2017 and to conduct reviews of unaudited quarterly financial information through the quarter ending September 30, 2018. The decision to appointengage UHY was approved by the Audit Committee of the Board of Directors of the Company.Directors. Prior to UHY’s engagement, the Company did not consult with UHY and receive either written or oral advice from UHY that was an important factor considered by the Company in reaching a decision as to the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements. In addition, the Company had not consulted with UHY concerning any matter that was the subject of a disagreement or a reportable event, each as described in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K. The Audit Committee selected UHY to continue to be the Company’s principal independent registered public accounting firm for the year ending December 31, 2017.

The Company is asking its shareholders to ratify the selection of UHY, LLP as its principal independent registered public accounting firm. Although ratification is not required by the Company’s By-laws or otherwise, the Company’s Board of Directors is submitting the Audit Committee’s selection of UHY to our shareholders for ratification as a matter of good corporate practice. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different principal registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. If the appointment of UHY is not ratified, the Audit Committee will evaluate the basis for the shareholders’ vote when determining whether to continue the firm’s engagement.

Representatives of UHY will attend the Annual Meeting and will have an opportunity to make a statement and/or to respond to appropriate questions from shareholders.

The aggregate fees billed by UHY to the Company for the year ended December 31, 2016 for the audit of financial statements iswas $62,000. (Note: These amounts were billed to the Company in the year ending December 31, 2017,2017; however, the amounts billed were for the audit of financial information for the year ended December 31, 2016).

The aggregate fees billed by UHY to the Company for the year ended December 31, 2016 for the review of interim financial information included in the Company’s Form 10Q’s, or for services that were normally provided by UHY in connection with statutory or regulatory filings or engagements was $15,000.

There were no fees billed by LVW to the Company for the year ended December 31, 2016.

Year Ended December 31, 2015:

The aggregate fees billed by UHY to the Company for the year ended December 31, 2015 for the audit of financial statements was $62,000 (Note: These amounts were billed to the Company in the year ending December 31, 2016, however, the amounts billed were for the audit of financial information for the year ended December 31, 2015).

The aggregate fees billed by LVW to the Company for the year ended December 31, 2015 for the review of interim financial information included in the Company’s Form 10Q’s, or for services that were normally provided by LVW in connection with statutory or regulatory filings or engagements was $14,000.

There were no audit related fees billed by UHY to the Company in the year ended December 31, 2016 or the year ended December 31, 2015.

There were no audit related fees billed by LVW to the Company in the years ended December 31, 20162017 or December 31, 2015.

2016.

The aggregate fees billed by UHY to the Company for the tax years ended December 31, 20162017 and December 31, 20152016 for professional services related to tax compliance, tax advice and tax planning was $8,000 and $8,000, respectively.

There were no tax related fees billed by LVW to the Companyare $9,000 for the tax year ended December 31, 2016 or December 31, 2015.

each fiscal year.

There were no other fees billed by either UHY or LVW to the Company for the years ended December 31, 20162017 or December 31, 2015.

2016.

There were no other fees billed by UHY or LVW for services rendered to the Company other than the services described herein and the Audit Committee has considered whether the provision of these services is compatible with maintaining the independence of our public accountants.

Pursuant to SEC Rule 210.2-01I(7)(i), the Company’s Audit Committee approved the engagement of UHY prior to UHY rendering audit or non-audit services. 100% of the services performed by UHY were also approved.

As of the date of this report and throughout the year ended December 31, 2016,2017, our sole executive officer is Melissa A. Waterhouse. Although Mr. Jaskiewicz continues to serve as the President of the corporation, he is not in charge of any principal business unit, division or function within the company, and he does not perform any policy making function. Ms. Waterhouse also serves as a member of our Board of Directors and her biography can be foundunder “Information about our Board of Directors”.

In addition to Ms. Waterhouse, the following table sets forth the names, ages, positions/offices held, the term of the positions/offices held of additional senior management.

Name		Age		Position(s) held		Since
Douglas Casterlin		69		Vice President, Operations		2012
Scott D. Hutton, Ph.D.		60		Vice President, Sales & Marketing		2014

The following table sets forth for the years ended December 31, 20162017 and December 31, 2015,2016, the compensation paid by the Company to its principal executive officer (“PEO”) and also the “Named Executive Officer”. Ms. Waterhouse was the sole executive officer in both the years ended December 31, 20162017 and December 31, 2015.2016. There were no additional individuals for whom disclosure would have been provided but for the fact that the individuals were not serving as executive officers of the Company at year end December 31, 2016.

SUMMARY COMPENSATION TABLE(1)
Name and principal position		Year Ended		Salary ($)				Option Awards ($)				All Other Compensation ($)				Total ($)
Melissa A. Waterhouse
Chief Executive Officer (PEO)		12/31/16		$	158,000	(2)		$	63,000	(3)		$	19,808	(4)		$	240,808
Principal Financial Officer		12/31/15		$	152,453	(5)		$	30,000	(6)		$	18,054	(7)		$	200,507

2017.

Ms. Waterhouse entered into a newan employment agreement with the Company on June 19, 2014 providing for an annual salary of $160,000, health and dental benefits and participation in any management bonus program adopted by the Company. Ms. Waterhouse’s employment agreement has severance and change in control provisions. Under the agreement, termination from the Company for any reason other than cause results in severance being paid to Ms. Waterhouse. Such severance equals twelve (12) months of Ms. Waterhouse’s base salary at the time of separation, with continuation of all medical benefits during the twelve-month period at the Company’s expense. Additionally, under the employment agreement, Ms. Waterhouse may resign her position and elect to exercise the severance provision at her option under the following circumstances:

In addition, the Company provides Ms. Waterhouse with the same benefits offered to other employees, including long-term disability and life insurance, at the Company’s expense. Ms. Waterhouse’s employment agreement also contains change in control provisions which gives Ms. Waterhouse the option to resign and receive a lump sum severance payment equal to two (2) times her annual base salary at the time of the change in control, which option must be exercised within ten (10) days following the change in control.

As of April 26,20, 2017 there were 29,297,33329,932,770 common shares outstanding of which 29,297,33329,932,770 common shares are entitled to vote at the Annual Meeting. The following table sets forth, as of April 26, 2017,20, 2018, the beneficial ownership of the Company's common shares by (i) each director, (ii) each nominee for director, (iii) each of the Named Executive Officers, (iv) all directors and executive officers of the Company as a group, and (v) each shareholder, known to management of the Company, to beneficially own more than five percent (5%) of the outstanding common shares.

The number and percentage of shares beneficially owned is determined under the rules of the United States Securities and Exchange Commission (“SEC”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within sixty (60) days after April 26, 201720, 2018 through the exercise of any stock option, exchange of exchangeable shares or other right. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficially owned. Unless otherwise noted, the address of each person is c/o American Bio Medica Corporation, 122 Smith Road, Kinderhook, New York 12106.

The Board of Directors oversees our business and monitors the performance of our management. The Board of Directors does not involve itself in the day-to-day operations of the Company. Our executive officer and management oversee our day-to-day operations. Our directors fulfill their duties and responsibilities by attending regular meetings of the Board, which are currently held on a quarterly basis. Special meetings may be held from time to time to consider matters for which approval of the Board of Directors is desirable or is required by law. Our directors also discuss business and other matters with our key executive and our principal external advisors (legal counsel, independent auditors, and other consultants) when necessary.

The Board of Directors held four (4) regular meetings during the year ended December 31, 2016.2017 and one (1) special telephonic meeting. Each director attended 100% of the meetings of the Board of Directors in the year ended December 31, 2016.

2017. In the case of Chaim Davis, he attended 100% of the meetings held after he was appointed to the Board of Directors.

Directors are expected to prepare themselves for and attend all meetings of the Board of Directors, Annual Meetings of Shareholders and the meetings of the committees on which they serve, with the understanding that on occasion a director may be unable to attend a meeting. Jean Neff was unable to attend our Annual Meeting of Shareholders held in June 2016,2017; however, ourMelissa A. Waterhouse and Diane J. Generous (the two other four (4) board members of the Board of Directors at the time of the Annual Meeting) did attend.

Over the last several years, the Company has had different individuals holding the positions of Chairman of the Board and Chief Executive Officer. The Board of Directors believes this structure is appropriate for the Company because it provides the Board of Directors with capable leadership and allows the Chief Executive Officer to focus on the day-to-day business of running the Company while the Chairman leads the Board of Directors. The independent directors meet in executive sessions in connection with regular meetings of the Board of Directors. Melissa Waterhouse serves as our Chief Executive Officer, and until his resignation on April 6, 2017, Richard P. Koskey served as our Chairman of the Board. As of the date of this report and until a new Chairman has beenChaim Davis was appointed Ms. Waterhouse has assumed the responsibilities ofas Chairman of the Board under the Company’s Bylaws.

in March 2018.

The role of our Board of Directors in our Company’s risk oversight process includes receiving regular reports from management on areas of material risk to our Company, including operational, financial, legal and regulatory, and strategic risks. The full Board of Directors (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives these reports from either the Chief Executive Officer or from the member of management responsible for the function from which the risk arises so that it can understand and assess the Company’s ongoing risk identification, risk management and risk mitigation strategies. When a committee receives a report regarding a previously unidentified risk, the chairman of the relevant committee reports on the discussion to the full Board of Directors. This enables the Board of Directors and its committees to coordinate the risk oversight role and consult with management about implementation of appropriate risk management and mitigation measures. Our Board of Directors also administers its risk oversight function through the required approval by the Board (or a committee of the Board) of significant transactions and other material decisions, and regular periodic reports from the Company’s independent registered public accounting firm and other outside consultants regarding various areas of potential risk, including, among others, those relating to our internal controls and financial reporting.

Our common shares are currently trading on the OTC Markets, Inc., under their OTC Pink Open Marketplace. The OTC Pink Marketplace offers trading in a wide range of equities through any broker. We are classified as an OTC Pink company with “current information”. Companies with this designation follow the International Reporting Standard and make their filings publicly. In our case, we are current in all of our reporting requirements. Although the OTC Pink Marketplace does not have requirements related to director independence, we use NASDAQ’s listing standards and SEC rules and regulations to determine the independence of our directors.

In addition to the requirements stated above, audit committee members are also subject to additional, more stringent independence requirements under NASDAQ listing standards and SEC rules, which disqualify:

·

a director who is a Family Member of an individual who is, or at any time during the past three (3) years was, employed by the Company as an executive officer;

·

a director who is, or has a Family Member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three (3) fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the Company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs;

·

a director of the Company who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three (3) years any of the executive officers of the Company serve on the compensation committee of such other entity; or

·

a director who is, or has a Family Member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three (3) years.

Furthermore, in addition to the independence requirements discussed above, independent Audit Committee members may not, other than in their capacity as a member of the Audit Committee, the Board of Directors or any other board committee:

·

accept, directly or indirectly, any consulting, advisory, or other compensatory fees from the Company other than for services as a board member; or

·

be an affiliated person of the Company.

The Board of Directors of the Company has established the following committees:

The Nominating Committee currently consists of two (2)three (3) members, bothall of which the Board has determined are independent as defined by NASDAQ listing requirements and SEC rules and regulations. During the year ended December 31, 2016, the Nominating Committee consisted of directors Carl A. Florio, Richard P. Koskey, Jean Neff and Diane Generous. As of the date of this report, only Ms.the Nominating Committee consists of three (3) members, Jean Neff, Diane J. Generous and Ms. Neff serve on the Nominating Committee. Ms.Chaim Davis. Diane J. Generous serves as the Chairman of this Committee.

The purpose of the Nominating Committee is to review, and make recommendations related to, qualified candidates for election to the Board of Directors. In carrying out these functions, the Nominating Committee considers a candidate’s mix of skills, experience, character, commitment and diversity of background, all in the context of the requirements of the Board of Directors at that point in time. Each candidate should be prepared to participate fully in activities of the Board of Directors, including attendance at, and active participation in, meetings of the Board of Directors, and not have other personal or professional commitments that would, in the Nominating Committee’s judgment, interfere with or limit such candidate’s ability to do so.

Additionally, in determining whether to recommend a director for re-election, the Nominating Committee considers the director’s record of attendance at Board of Directors and Committee meetings and participation in and contributions to the activities of the Board of Directors. The Nominating Committee has no stated specific, minimum qualifications that must be met by a candidate for a position on our Board of Directors. The Nominating Committee does, however, believe it appropriate for at least one (1) member of the Board to meet the criteria for an “Audit Committee Financial Expert” as defined by SEC rules, and for a majority of the members of the Board to meet the definition of “independent director” within the meaning of applicable NASDAQ listing standards, even though such criteria may not be required by OTC Markets Group.

The Nominating Committee’s methods for identifying candidates for election to the Board of Directors (other than those proposed by the Company’s shareholders, as discussed below) include the solicitation of ideas for possible candidates from a number of sources, including: members of the Board of Directors, the Company’s executives, individuals personally known to the members of the Board of Directors and other research. The Nominating Committee also has authority to select and compensate a third-party search firm to help identify candidates, if it deems it advisable to do so.

The Nominating Committee will consider nominees recommended by its shareholders. Shareholders may submit nominations to the Nominating Committee in care of Corporate Secretary, American Bio Medica Corporation, 122 Smith Road, Kinderhook, New York 12106. To be timely for consideration at our next Annual Meeting of Shareholders, the Corporate Secretary must receive a shareholder’s nomination notice at the Company’s principal executive offices, at the address set forth above, no later than December 28, 2017.2018. The Nominating Committee will consider all candidates identified through the processes described above, whether identified by the committee or by a shareholder, and will evaluate each of them on the same basis. There have not been any material changes to the procedures by which shareholders may recommend nominees to the Company’s board of directors since our last disclosure related to this issue.

The Nominating Committee met one timefour (4) times in the year ended December 31, 20162017 and the slate of Directors was determined upon the recommendation of the Board’s non-management directors (other than the non-management directorsdirector that areis one of the nominees standing for re-election). All members of the Nominating Committee attended this meeting.