UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )1)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 28, 2022

January 11, 2023

Dear ABMC Shareholder:

We invite youYou are cordially invited to attend a special meeting of the 2022 Annual Meeting of Shareholdersshareholders of American Bio Medica Corporation (the “Company”("ABMC") on Thursday, June 23, 2022,Wednesday, February 15, 2023 at 10:11:00 a.m., Eastern Time, at the Company’sABMC’s corporate offices located at 122 Smith Road, Kinderhook, New York 12106 (the “2022 Annual Meeting”“2023 Special Meeting of Shareholders”).

In additionAs described in more detail in the enclosed proxy statement (the “Proxy Statement”), on December 19, 2022, ABMC entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Healgen Scientific Limited Liability Company, a Texas limited liability company (“Healgen”), pursuant to which ABMC agreed, subject to the formal itemsapproval of businessABMC Shareholders, to be conducted at the Annual Meeting, management will report on the operations and activitiessell substantially all of the Companyoperating assets of ABMC (excluding ABMC’s cash, receivables and certain other assets) to Healgen (the “Asset Sale”).

At the 2023 Special Meeting of Shareholders, you will havebe asked to consider and vote on a proposal to approve the Asset Sale. ABMC’s Board of Directors (the “Board”) believes shareholders will be more likely to realize greater value through the Asset Sale than through ABMC’s continued operation of manufacturing and distribution of lateral flow testing products (primarily for the detection of drugs of abuse).

After carefully weighing the facts and circumstances associated with the Asset Sale to Healgen as well as alternative courses of action, the Board has unanimously concluded that the proposed Asset Sale is the best available alternative to maximize value for shareholders.

The Board believes ABMC’s status as a public company is an opportunityasset which may be sufficiently attractive to ask questions. Directorsinduce others to enter into business combinations with ABMC. ABMC is exploring strategic transactions which may result in ABMC entering a new line of business.

The Board has carefully reviewed the Asset Purchase Agreement, as well as other relevant materials and officershas unanimously concluded that the Asset Sale, pursuant to the Asset Purchase Agreement, in its opinion, is advisable and fair to and in the best interests of ABMC and its Shareholders, and should be presented to the Shareholders for approval.

The affirmative vote of the Companyholders of a majority of the issued and outstanding shares of common stock will be presentrequired to respond to any questions you may have.complete the Asset Sale. Your participation is extremely important, and your early response will be greatly appreciated.

It is important that your stock be represented atThe Proxy Statement sets forth information about the meeting. Whether or not you plan to attendbackground and details of the meeting in person, we hopeAsset Sale and the 2023 Special Meeting of Shareholders. The Board recommends that you will vote on mattersconsider the enclosed materials carefully. The Proxy Statement additionally requests Shareholder approval of, and contains information with respect to, be considered. You may vote your proxy via the Internet or by telephone. If you received a printed copygrant of your proxy materials, you may also vote by mail by signing, dating and returning your proxy card in the envelope provided.

On behalfauthority of the Board to adjourn the Meeting, even if a quorum is present, if necessary or appropriate in the sole discretion of Directors and the employeesBoard, including to solicit additional proxies in the event that there are insufficient shares present in person or by proxy voting in favor of American Bio Medica Corporation, I thank you for your continued support and look forward to seeing you at the Annual Meeting.Asset Sale.

The Board unanimously recommends that Shareholders vote in favor of both proposals.

NOTICE OF ANNUALTHE 2023 SPECIAL MEETING OF SHAREHOLDERS & NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALSREGARDING THE ASSET SALE

At our 2022 Annualthe 2023 Special Meeting of Shareholders, the following business will be conducted:

1. RatifyTo consider and vote upon a proposal to approve the selection by the Company’s Audit CommitteeAsset Purchase Agreement, dated as of RosenfieldDecember 19, 2022, between American Bio Medica Corporation (“ABMC”) and Co., PLLC as the Company’s independent registered public accounting firmHealgen Scientific Limited Liability Company for the year ended December 31, 2022; andAsset Sale of substantially all of ABMC’s assets (the “Asset Sale”).

2. HoldTo grant authority to the Board of Directors of ABMC (the “Board”) to adjourn the 2023 Special Meeting of Shareholders, even if a non-binding advisory votequorum is present, if necessary or appropriate in the sole discretion of the Board, including to approve executive compensation; andsolicit additional proxies in the event that there are insufficient shares present in person or by proxy voting in favor of the Asset Sale (the “Adjournment Proposal”).

3. Transact any other business as may properly come before the Annual Meeting.

You may vote at the Annual Meeting if you were a shareholderOnly shareholders of American Bio Medica CorporationABMC who owned ABMC’s common stock at the close of business on April 26,December 22, 2022 (the “Record Date”) can vote at the 2023 Special Meeting of Shareholders, or any adjournment or postponement of the 2023 Special Meeting of Shareholders.

All shareholders of ABMC are cordially invited to attend the 2023 Special Meeting of Shareholders in person. To assure your representation at the 2023 Special Meeting of Shareholders, however, you are urged to mark, sign and return the enclosed proxy as promptly as possible in the postage-prepaid envelope for that purpose, or vote via telephonic or electronic means provided. If you later desire to revoke your proxy for any reason, you may do so in the manner provided in the accompanying proxy statement. Your shares of ABMC’s common stock will be voted in accordance with the instructions you have given in the proxy. You will find more instructions on how to vote in the accompanying proxy statement.

Accompanying this Notice of the 2023 Special Meeting of Shareholders are (a) a proxy statement and attached annexes and (b) a form of proxy (or a voting instruction form if you hold shares of common stock through a broker or other intermediary).

The enclosed materials require ABMC’s shareholders to make important decisions with respect to ABMC. Please read carefully the accompanying proxy statement and its annexes, as these documents contain detailed information relating to, among other things, the Asset Sale. If you are in doubt as to how to make these decisions, please consult your financial, legal or other professional advisors.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER

2023 SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 23, 2022FEBRUARY 15, 2023

OurThe Notice of the 2023 Special Meeting of Shareholders and the Proxy Statement are available on American Bio Medica Corporation’s website, at: https://abmc.com/investor/2023specialproxy.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE PROPOSED ASSET SALE

Q. WHAT PROPOSALS WILL I BE VOTING ON AT THE ANNUAL MEETING?

A. You are being asked to consider and vote upon a proposal to approve the Asset Sale for $3 million in cash pursuant to the Asset Purchase Agreement, dated as of December 19, 2022, between ABMC and Healgen Scientific Limited Liability Company. A copy of the Asset Purchase Agreement is attached to this proxy statement as Annex A. You are also being asked to approve a proposal granting authority to the Board of Directors of ABMC (the “Board”) to adjourn the 2023 Special Meeting of Shareholders, even if a quorum is present, if necessary or appropriate in the sole discretion of the Board, including to solicit additional proxies in the event that there are insufficient shares present in person or by proxy voting in favor of the Asset Sale (the “Adjournment Proposal”).

Q. HOW DOES THE BOARD RECOMMEND I VOTE?

A. The Board recommends a vote “FOR” both proposals set forth above.

Q. CAN I STILL SELL MY SHARES?

A. Yes. Neither the Asset Sale nor the Asset Purchase Agreement will affect your right to sell or otherwise transfer your shares of ABMC’s common stock.

Q. WHY IS SHAREHOLDER APPROVAL BEING SOUGHT FOR THE ASSET SALE?

A. Under the New York Business Corporation Law, the Asset Sale requires approval by the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of common stock on the record date. Accordingly, ABMC is submitting the Asset Sale to a shareholder vote.

Q. HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?

A. A quorum is necessary to hold the Meeting and conduct business. The presence, either in person or represented by proxy, of shareholders who can direct the vote of at least a majority of the outstanding shares of Common Stock as of the Record Date is considered a quorum. A shareholder will be counted present at the Meeting if:

the Shareholder is present and votes in person at the Meeting; or

the Shareholder has submitted a proxy properly.

Shares of Common Stock that are not voted by the broker who is the record holder of the shares because the broker is not instructed to vote and does not have discretionary authority to vote (i.e., broker non-votes), and shares that are not voted in other circumstances in which proxy authority is defective or has been withheld, will be counted for purposes of establishing a quorum.

If a quorum is not present, the Meeting will be adjourned until a quorum is obtained.

In addition, even if a quorum is present, the Board may hold a vote on the Adjournment Proposal, if in its sole discretion, it determines that it is necessary or appropriate for any reason to adjourn the Meeting to a later date, including seeking more votes in favor of the Asset Sale. See “Proposal No. 2 –Adjournment Proposal”.

Q. WHO IS ENTITLED TO VOTE ON THE ASSET SALE?

A. Only holders of record of ABMC common stock as of the close of business on December 22, 2022 will be entitled to notice of and to vote at the annual meeting to approve the Asset Sale.

Q. WHEN AND WHERE IS THE ANNUAL MEETING?

A. The annual meeting will be held on February 15, 2023, at 11:00 a.m., Eastern Time, at the corporate office of ABMC located at 122 Smith Road, Kinderhook, NY 12106.

Q. IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MY SHARES FOR ME?

A. Your broker will only vote your shares if you have provided them with instructions on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Call your broker today with instructions to execute the proxy.

Q. MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

A. Yes. Just send in a written revocation or a later dated, signed proxy card before the annual meeting or attend the annual meeting and vote in person.

Q. WHAT DO I NEED TO DO NOW?

A. PLEASE VOTE YOUR SHARES AS SOON AS POSSIBLE, SO THAT YOUR SHARES MAY BE REPRESENTED AT THE ANNUAL MEETING. You may vote by signing your proxy card and mailing it in the enclosed return envelope, or you may vote electronically or telephonically as indicated in the Proxy you received, or you may vote in person at the Meeting. Because a vote of a majority of the outstanding ABMC shares is required to approve the Asset Sale, your failure to vote is the same as if you voted against the Asset Sale.

Q. WHOM SHOULD I CALL IF I HAVE QUESTIONS?

A. If you have questions about the Asset Sale or the Asset Purchase Agreement, you may call Melissa A. Waterhouse, Chief Executive Officer, at 800-227-1243 or send an email to IR@abmc.com.

Q. WHY DID THE CORPORATION ENTER INTO THE ASSET PURCHASE AGREEMENT?

A. Entering into the Asset Purchase Agreement is the result of an extensive review by the Board of various strategic alternatives available to ABMC. The Board determined that the proposed Asset Sale would maximize value for the shareholders and eliminate future business risk. See “Proposal No. 1 – Sale” below.

Q. WHAT WILL HAPPEN IF THE ASSET SALE IS APPROVED BY SHAREHOLDERS?

A. If the holders of at least a majority of all of the outstanding shares of Common Stock approve the Asset Sale, and the conditions to closing the Asset Sale as set forth in the Asset Purchase Agreement are satisfied or waived, ABMC will sell substantially all of their assets to the Buyer for cash. As soon as practicable after the closing of the Asset Sale, ABMC plans to use net proceeds from the Asset Sale to address the outstanding liabilities of ABMC and continue to seek strategic acquisitions using ABMC’s publicly traded stock as transaction consideration. Such strategic acquisitions would result in ABMC entering a new line of business.

Q. WHAT WILL HAPPEN IF THE ASSET SALE IS NOT APPROVED BY SHAREHOLDERS?

A. If ABMC fails to obtain approval of the shareholder of the Asset Sale, the Asset Sale will not occur and the loans from the Buyer would become due and payable (see “Loan from Buyer”). Given ABMC’s current financial condition, it is unlikely ABMC could make the required payments. This inability could result in the Buyer taking possession of the assets collateralizing the loan thereby making it impossible for ABMC to continue operations.

Q. HOW WAS THE PURCHASE PRICE DETERMINED?

A. The purchase price was determined using factors such as the value, condition and othermarketability of the assets being sold. In the case of the real estate being purchased, the depreciated value (book value) along with market value (using appraisals) was considered. In the case of machinery and equipment (“M&E”), the book value, age and marketability (due to its specialized nature) of the M&E was considered. In the case of the value of the business, market conditions and marketability of ABMC’s products was considered.

Q. WHEN IS THE CLOSING OF THE ASSET SALE EXPECTED TO OCCUR?

A. If the Asset Sale is approved by shareholders and all conditions to completing the Asset Sale are satisfied or waived, the Asset Sale is expected to occur as soon as practicable after the Meeting on February 15, 2023 but, in no case later than February 28, 2023.

SUMMARY TERM SHEET

The following is a summary of certain information contained elsewhere in this Proxy Statement or in its annexes. This information is containednot, and is not intended to be, complete. This is a summary only and is qualified in our Annual Report on Form 10-K for the year ended December 31, 2021. Pursuant to rules promulgatedits entirety by the United States Securitiesmore detailed information appearing elsewhere in this Proxy Statement and Exchange Commission, we have electedthe annexes hereto. Shareholders are urged to provide access by notifying youreview carefully the entirety of this Proxy Statement and all annexes hereto.

The Parties

The Seller under the availabilityAsset Purchase Agreement is ABMC. ABMC develops, manufactures and distributes accurate, cost-effective immunoassay test kits; primarily onsite tests for drugs of our proxy materials onabuse. ABMC also provides contract manufacturing services related to certain infectious diseases; such as malaria and RSV and, distributes rapid tests to detect infectious diseases. ABMC’s principal executive office is located at 122 Smith Road, Kinderhook, NY 12106, and its website is: https://www.abmc.com.

The Buyer under the Internet. Asset Purchase Agreement is Healgen Scientific Limited Liability Company (“Healgen”). Healgen has more than 15 years’ experience developing, manufacturing and commercializing in-vitro diagnostic test systems worldwide. Healgen’s product portfolio spans multiple testing categories and analytes to meet various clinical and laboratory needs. Healgen’s testing platforms include rapid testing, molecular diagnostics, and multiplex flow cytometry. Healgen’s corporate address is 3818 Fuqua Street, Houston, TX 77047 and its website is https://www.healgen.com.

Prior to entering into the Asset Purchase Agreement, ABMC did distribute Healgen’s toxicology products and rapid tests for Covid-19. Apart from this distribution relationship, there was no other business of a material nature between ABMC and Healgen.

The Asset Sale

This section summarizes selected information about the proposed Asset Sale from this proxy statement and our Form 10-K formay not contain all of the year ended December 31, 2021, are available at our web site at https://abmc.com/investor/proxy2022/.information that is important to you. To understand the Asset Sale fully, we encourage you to read carefully this entire proxy statement. We have included a copy of the Asset Purchase Agreement in this proxy statement as Annex A.

Following is a summary of the principal terms of the Asset Purchase Agreement:

Principal Conditions to the Asset Sale

The obligations of ABMC and Healgen to complete the Asset Sale are subject to several conditions. All of which are included in the Asset Purchase Agreement. These obligations include, but are not limited to:

Termination of Asset Purchase Agreement

ABMC and Healgen may mutually agree to terminate the Asset Purchase Agreement at any time before Closing. In addition, either company may terminate the Asset Purchase Agreement if specified events described in the Asset Purchase Agreement occur, including if the Closing has not occurred by February 28, 2023.

Certain United States Federal Income Tax Consequences of the Asset Sale

The Asset Sale will be treated as a taxable transaction for U.S. federal and state income tax purposes. Any gain resulting from the Asset Sale will be offset by ABMC’s net operating losses and accordingly ABMC does not expect any federal or state income tax liabilities resulting from the Asset Sale. There will be no direct federal or state income tax consequences to the holders of ABMC’s Common Stock resulting from the Asset Sale.

122 Smith Road

Kinderhook, New York 12106

PROXY STATEMENT

FOR THE 2023 SPECIAL MEETING OF SHAREHOLDERS

To be held on February 15, 2023

GeneralIntroduction

This Proxy Statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies from the holders of shares of the issued and outstanding common stock (“Common Stock”) of American Bio Medica Corporation is a New York corporation(“ABMC”) to be voted at the 2023 Special Meeting of Shareholders to be held on February 15, 2023 at 11:00 a.m., Eastern Time (the “Company”“Meeting”). The term “Annual Meeting”, as used in this Proxy Statement, includes any adjournment or postponement of such meeting.

We have sent you this Proxy Statement andThe enclosed proxy card becauseis solicited by the Board of Directors is soliciting yourof ABMC (the “Board”). These proxy materials have been prepared for the Board by ABMC’s management. This Proxy Statement and the proxy card are first being mailed to the holders of Common Stock entitled to vote at the Annual Meeting. This Proxy Statement summarizes the information you will need to know to cast an informed vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. You may simply cast your vote via telephone or Internet, or complete, sign and return the enclosed proxy card to vote. This process is described below in the section titled “Voting”.

We began mailing this Proxy Statement, the Notice of Annual Meeting and the enclosed proxy card(“Shareholders”) on or about May 13, 2022January 16, 2023.

The mailing address of ABMC’s principal executive office is 122 Smith Road, Kinderhook, New York 12106.

The terms “we,” ”our,” or “us” refer to all shareholders entitled to vote. In this mailing, we are also including our Annual Report on Form 10-K for the year ended December 31, 2021; however, the Annual Report is not part of the proxy solicitation material.ABMC, American Bio Medica Corporation.

Shareholders entitled to vote; Record Date

If youa shareholder owned common stock of the CompanyABMC at the close of business on April 26,December 22, 2022, (the “Record Date”), you arethe shareholder is entitled to vote at the Annual Meeting, or any adjournments or postponements thereof. On the Record Date, the CompanyABMC had one class of voting shares outstanding – common shares, $.01 par value per share (“common shares”) and there were 48,098,476 shares of common stock outstanding and no shares of preferred stock outstanding.

Procedure for Submitting Shareholder ProposalsQuorum

In orderA quorum is necessary to be includedhold the Meeting and conduct business. The presence, either in person or represented by proxy, of shareholders who can direct the Company’s proxy statement for the 2023 Annual Meeting, shareholder nominations for directors and/or shareholder proposals for the next Annual Meetingvote of Shareholders must be received (in writing) by the Company’s Corporate Secretary at its Corporate Offices located at 122 Smith Road, Kinderhook, New York 12106, on or before December 29, 2022 and must otherwise comply with the requirements of Rule 14a-8 adopted pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). However, if the dateleast a majority of the 2023 annual meetingoutstanding shares of stockholders is changed by more than 30 days from the dateCommon Stock as of the previous year’sRecord Date is considered a quorum. A shareholder is counted present at the Meeting if (a) the shareholder is present and votes in person at the meeting thenor (b) the deadline isshareholder has properly submitted a reasonable time before we begin to print and send our proxy statement for the 2023 annual meeting of stockholders.proxy.

With respectEven if a quorum is present, the Board may hold a vote on the Adjournment Proposal, if in its sole discretion, it determines that it is necessary or appropriate for any reason to shareholder proposals and director nominations submitted foradjourn the 2023 Annual Meeting of Shareholders that are outside the process of Rule 14a-8, these proposals must be received by the Company at its Corporate Offices no earlier than January 28, 2023 and noto a later than March 4, 2023.date. See “Proposal No. 2 –Adjournment Proposal.”

Shareholder proposals received outside of these time framesIf a quorum is not present, the Meeting will be considered untimely for consideration at the 2023 Annual Meeting.

The Company has not received any shareholder proposals or shareholder nominations for directors for this Annual Meeting.adjourned until a quorum is obtained.

Voting

You areEach shareholder is entitled to one vote at the Annual Meeting for each common share of the CompanyABMC that youis owned as of the Record Date. The number of shares you ownowned (and that may vote)be voted) is listed on yourthe proxy card. YouShareholders can vote your shares using one of the following methods:

Voting by attending the meeting. A shareholder may vote his or hertheir shares in person at the Annual Meeting. A shareholder planning to attend the meetingMeeting should bring proof of identification for entrance to the meeting.Meeting. If yourthe shares are not registered in your own name, you will need appropriate documentation to confirm your ownership toso you may vote at the Annual Meeting. Examples of such documentation include a broker’s statement, letter or other document that will confirm your ownership of shares of the Company.ABMC shares.

Submitting Proxies Via the Internet or by Telephone. Many shareholders who hold their shares through a broker or bank have the option to submit their proxies or voting instructions via the Internet or by telephone. If your shares are held in “street name”, you shouldplease check the voting instruction card that has been provided to you by your broker and follow the instructions that have been provided for Internet or telephone voting on that card.

Voting by proxy card. All shares entitled to vote and represented by properly executed proxy cards received prior to the Annual Meeting and not revoked, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxy cards. If no instructions are indicated on a properly executed proxy card, the shares represented by that proxy card will be voted as recommended by the Board of Directors.Board. If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting (see “Proposal No. 2”) to another time or place (including, without limitation, for the purpose of soliciting additional proxies)proxies and/or to solicit more votes in favor of the Asset Sale), the persons named in the enclosed proxy card and acting thereunder generally will have discretion to vote on those matters in accordance with their best judgment. The CompanyABMC does not currently anticipate that any other matters will be raised at the Annual Meeting.

YouShareholders are invited to attend the meeting;Meeting; however, to ensure your representation at the meeting, youMeeting, shareholders 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 meetingMeeting may vote in person even if he or she hasthey have 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.

There are no current members of the Board of Directors that are up for election in 2022 so there is no proposal related to the election of director in this Proxy Statement. However, if there were suchIf a proposal, the nominee(s) who received the most votes would be elected to the available seat(s) on the Board (i.e. by a plurality of votes cast). If you returnshareholder returns a signed proxy form indicating your abstention or attendattends the Annual Meeting but, choosechooses to abstain from voting on any proposal (revoking yourthe proxy), youthe shareholder 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 fromBecause a vote of a majority of votes present at the Annual Meeting,outstanding ABMC shares is required to approve the fact that you are abstaining and notAsset Sale, a shareholder’s failure to vote or abstention from voting in favor of a proposal will haveis the same effect as if you hadthe shareholder voted against the proposal.Asset Sale.

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

Effect of Broker Non-Votes

Certain shareholder nominees (such as brokers, banks and other nominees) have the discretion to vote on routine matters, such as the ratification of the selection of our independent registered public accounting firm, unless you instruct otherwise; but they do not have authority to vote on the matters being considered at the Meeting as they are non-routine matters, such as the election of directors.

A “broker non-vote” occurs when your broker submitsmatters. Therefore, a proxy for your shares but does not indicate a vote for a particular proposal because the broker does not have authority to vote on that proposal and has not received voting instructions from you. “Broker non-votes” are not counted as votes for or against the proposal in question or as abstentions, and are not counted to determine the number of votes present for the particular proposal.

If your broker holds shares in your name and delivers this proxy statement to you, the broker is entitled to vote your shares on Proposal 1; Ratification of Independent Registered Public Accounting Firm, even if the broker does not receive voting instructions from you. Without your instructions, the broker is not entitled to vote your shares on Proposal 2: Holding a non-binding advisory vote to approve executive compensation. We encourageeither of the proposals being considered at the Meeting unless you have provided them with voting instructions. ABMC encourages you to provide instructions to your broker, bank or other nominee. This ensures your shares will be voted at the meeting.Meeting.

Quorum

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.

Revocability of Proxy/Dissenter’s Right of AppraisalRights

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,ABMC, 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 CompanyABMC 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 CompanyABMC 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 whichShareholders are entitled to dissenters' rights under the lawsNY BSC in connection with the Asset Sale; provided shareholders comply with the procedures prescribed by the NY BSC. For a description of the State of New York, our Certificate of Incorporation and/or our Bylaws, as amended from time to time, provide a right ofprocedures a shareholder wishing to obtain appraisal of or payment for such shareholder’s shares.exercise dissenters' rights are required to follow, see "The Asset Sale--Dissenters' Rights."

Solicitation of Proxies

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

The CompanyABMC 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 CompanyABMC held of record by such persons; and the CompanyABMC 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 $5,000$7,000, not including distribution costs and other costs and expenses.

Householding of Proxy Materials

Some banks, brokers, and other intermediaries may participate in the practice of “householding” proxy statements, annual reports and related notices. This rule allows usABMC to send a single copy of this proxy statement to any household at which two (2) or more of our shareholders reside, if we believeABMC believes that the shareholders are members of the same family. This rule benefits both the CompanyABMC and its shareholders as it reduces the volume of duplicate information received at a shareholder’s house and helps reduce ourABMC’s 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.

Note Regarding Forward-Looking Statements

This Proxy Statement contains or incorporates by reference statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact made in this Proxy Statement are forward-looking. In particular, statements regarding ABMC’s future financial condition, cash flows, financing plans, business strategy, and operations after the proposed Asset Sale of substantially all of ABMC’s assets are forward-looking statements. Words such as "anticipate," "estimate," "expect," "project," "intend," and similar expressions are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements are subject to risks, uncertainties and assumptions. All of these forward-looking statements are based on estimates and assumptions made by ABMC’s management and Board which, although believed by ABMC’s management and Board to be reasonable, are inherently uncertain. Shareholders are cautioned that these forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various considerations, including the considerations described in this Proxy Statement.

DISCUSSION OF PROPOSALS RECOMMENDED BY BOARD

Proposal No. 1 – The Asset Sale

Ratification of Independent Registered Public Accounting Firm

On December 16, 2021,At the Company was notified that UHY, LLP (“UHY”) would cease servicesMeeting, ABMC's shareholders will be asked to vote on a proposal to approve the Asset Purchase Agreement and the Asset Sale. Attached to this Proxy Statement as the Company’s independent accountants effective December 16, 2021. On December 17, 2021, the Company engaged Rosenfield and Company, PLLC (“Rosenfield”) as its independent registered public accounting firm for the year ended December 31, 2021. The decision to engage Rosenfield was approved by the Audit CommitteeAnnex A is a copy of the Board of DirectorsAsset Purchase Agreement. The summary description of the Company. Prior to Rosenfield’s engagement, the Company did not consult with Rosenfield or receive either written or oral advice from Rosenfield that was an important factor consideredAsset Purchase Agreement is qualified in its entirety by the Company in reaching a decision asreference 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 Rosenfield 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. We have engaged Rosenfield for the audit of our financial statements for the year ending December 31, 2022.

The Company is asking its shareholders to ratify the selection of Rosenfield as its 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 Rosenfield 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 interestsfull text of the Company and its shareholders. If the appointment of Rosenfield 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 Rosenfield may attend the 2022 Annual Meeting and have an opportunity to make a statement and/or to respond to appropriate questions from shareholders.

Audit Fees

Year Ended December 31, 2021

The aggregate audit fees billed by Rosenfield for professional services rendered for the annual audit of the Company’s financial statements for the year ended December 31, 2021 were $50,000Asset Purchase Agreement as of the date of this report; however given the base audit fee in our engagement letter with Rosenfield is $70,000, we do expect additional amounts to be invoiced by UHY related to the audit for the year ended December 31, 2021. There were no fees billed by Rosenfield for review of interim financial information included in the Company’s Form 10-Q for the year ended December 31, 2021 as they were engaged on December 17, 2021.

The aggregate fees billed by UHY for review of interim financial information included in each of the Company’s Form 10-Q’s for the year ended December 31, 2021 and consent procedures related to a S-1 Registration Statement filed by the Company were $36,000.

Year Ended December 31, 2020

There were no audit fees billed by Rosenfield for professional services rendered for the audit of the Company’s financial statements for the year ended December 31, 2020 or for the review of interim financial information included in the Company’s Form 10-Q’s for the year ended December 31, 2020 (as they were not engaged by the Company until December 17, 2021).

The aggregate audit fees billed for UHY professional services rendered for the annual audit of the Company’s financial statements for the year ended December 31, 2020 were $99,000. The aggregate fees billed for review of interim financial information included in each of the Company’s Form 10-Q’s for the year ended December 31, 2020 were $34,000.

Audit Related Fees

There were no audit related fees billed by Rosenfield to the Company for the year ended December 31, 2021 or December 31, 2020 (as they were not engaged by the Company until December 17, 2021).

There were no audit related fees billed by UHY to the Company in the year ended December 31, 2021 or December 31, 2020.

Tax Fees

We are utilizing RBSM, LLP for tax engagement for the year ended December 31, 2021 at a cost of $5,000.

We utilized RBSM, LLP for tax engagement for the year ended December 31, 2020 at a cost of $5,000.

All Other Fees

There were no other fees billed by Rosenfield to the Company for the years ended December 31, 2021 or December 31, 2020 (as they were not engaged by the Company until December 17, 2021).

There were no other fees billed by UHY to the Company for the years ended December 31, 2021 or December 31, 2020.attached hereto.

There were no other fees billed by Rosenfield or UHY 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 Rosenfield prior to Rosenfield rendering audit or non-audit services. 100% of the services performed by Rosenfield were also approved.

Proposal No. 2    ABMC History

ABMC develops, manufactures and distributes accurate, cost-effective immunoassay test kits; primarily point of collection tests for drugs of abuse. ABMC also provides contract manufacturing services related to certain infectious diseases; such as malaria and RSV and, distributes rapid tests to detect infectious diseases.

Approve, onWith a Non-Binding Advisory Basis, the Compensationfew exceptions, ABMC sales have been declining year over year since 2008. The start of the Company’s Named Executive Officerdecline was due to the global economic crisis in the latter part of 2008 and this negative impact continued for several years. In addition, in 2009 ABMC received a warning letter from the U.S. Food and Drug Administration (“FDA”) related to the sale of its oral fluid drug test in the workplace testing market. The warning letter indicated that ABMC was marketing its point of collection oral fluid drug test, OralStat®, in workplace settings without marketing clearance or approval. ABMC communicated to the FDA its belief (based on legal opinion) that marketing clearance was not required in non-clinical markets. FDA continued to disagree with ABMC’s interpretation, and the FDA continued to assert jurisdiction over drug testing performed in the workplace.

In 2010, sales increased slightly as there was some sporadic improvement in drug test sales along with improved contract manufacturing sales of a product ABMC was manufacturing (since 2006) to detect fetal amniotic rupture. In December 2010, ABMC filed a complaint against two senior-management employees and two other unrelated companies. The compensationcomplaint indicated that the two employees were performing illegal, competitive, employment-related services for the two unrelated companies during their employment with ABMC, and using ABMC resources to perform such services.

In 2011, sales decreased again due to lower drug test sales; a portion of our Chief Executive Officer/Principal Financial Officer Melissa A. Waterhouse (“Named Executive Officer”which was due to a temporary and voluntary cessation of marketing and selling OralStat in the workplace market but, this decline was partially offset by increased contract manufacturing sales (the same fetal amniotic rupture product). It was also in 2011 that ABMC started to see an increased number of less expensive, foreign manufactured competitive products on the market. The costs to make ABMC’s 100% “U.S. Made” drug tests are significantly higher than the cost to make the same drugs tests outside the U.S.

Sales in 2012 were relatively flat; drug test sales declined as the number of less expensive, foreign manufactured drug tests in the market continued to increase. Contract manufacturing sales increased enough to almost entirely offset the declines.

During these years, ABMC made efforts to decrease operating expenses wherever possible and even with increased legal fees due to the FDA jurisdictional issue and the complaint ABMC filed in 2010, expenses declined in 2009 through 2011. Unfortunately, legal fees associated with the FDA jurisdictional issue and the legal complaint filed in December 2010 did result in increased expenses in 2012.

In November 2013, ABMC was informed that the FDA determined that OralStat was not substantially equivalent to the predicate market device. This meant that ABMC had to immediately cease marketing and selling OralStat to the workplace market. This, along with increasing price competition in ABMC markets, resulted in lower drug test sales. Contract manufacturing sales also declined in 2013 (although the decrease in contract manufacturing sales was due to an unexpected delay earlier in 2013 that resulted in decreased shipments to one of ABMC’s customers). In August 2013, ABMC settled the complaint filed in December 2010. Operating expenses in 2013 increased even though more severe actions were taken in the latter part of 2013 after ABMC received the notice from the FDA. The increased expenses were primarily a result of costs associated with filing a 510(k) marketing application for OralStat with the FDA and higher bank service fees associated with debt financings. In August 2013 a salary and commission deferral program (the “Deferral Program”) is described under the heading “Executive Compensation”. Ms. Waterhouse serves aswas put in place to improve cash flow. The Deferral Program consisted of a 20% salary deferral for our sole executive officer. It is highly recommended that shareholders review the “Executive Compensation”officer CEO Melissa Waterhouse (“Waterhouse”), and a non-executive VP Operations, as well as the “Narrative Disclosure Related to Summary Compensation”,a 20% commission deferral for a sales consultant, and the “Compensation Committee Report”; alla 25% commission deferral of which are set forth later within this Proxy Statement. (Note: The “Narrative Disclosure Related to Summary Compensation” includes information related to change in control and severance provisions in the Named Executive Officer’s employment contracts). In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the adopted changes to Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are providing the Company’s shareholders with an opportunity to vote, on a non-binding advisory basis, to approve the compensation of our sole Named Executive Officer. At the Company’s Annual Meeting of Shareholders held on June 20, 2013, it was approved by shareholder vote that this Proposal with respect to an advisory vote on Named Executive Officer compensation be submitted in the Proxy Statement for shareholder vote every three years.

This proposal, commonly known as a “Say-on-Pay” proposal, gives you, as a shareholder, the opportunity to provide an advisory vote on the Company’s executive compensation as disclosed in this Proxy Statement through the following resolution:

“RESOLVED, that the Shareholders of American Bio Medica Corporation (the “Company”) approve, on an advisory basis, the overall compensation of the Company’s Named Executive Officer, as described under the heading “Executive Compensation” set forth later in this Proxy Statement.”

This advisory vote is non-binding on the Company and our Board of Directors. However, the Board of Directors values open dialogue with the Company’s shareholders on the issue of executive compensation and other corporate governance issues. The Company and its Board of Directors encourages all shareholders to vote on this matter.

Required Vote: Approval of this resolution requires the affirmative vote of a majority of the votes cast at the 2022 Annual Meeting. While this vote is required by law, it will not be binding on the Company or our Board of Directors, nor will it create or imply any changes in the fiduciary duties of, or impose any additional fiduciary duties on the Company or our Board of Directors. The Compensation Committee of the Board of Directors will however, take into account the outcome of the vote when considering future executive compensation. Unless otherwise instructed, validly executed proxies will be voted “FOR” this resolution.employee sales commissions.

INFORMATION ABOUT THE BOARD OF DIRECTORS

Current MembersIn 2014, ABMC lost OralStat workplace sales (which typically amounted to 15% of ABMC’s annual sales), the loss of a government account, and continued price pressures from foreign competitors all negatively impacted drug test sales. Increased contract manufacturing sales were not enough to offset the lower drug test sales. The cost reductions implemented in the latter part of 2013 did result in significantly reduced operating expenses in 2014. One of the cost reductions involved consolidation of our Board of DirectorsNew Jersey facility in in December 2014; the facility was downsized from three units to one unit, and certain operations were moved up to ABMC’s (owned) New York facility. The Deferral Program continued throughout 2014.

A former memberIn the first quarter of our Board, Chaim Davis2015, ABMC launched a urine-based, all-inclusive drug test (Rapid TOX Cup® II) that contained multiple drugs on one test strip in efforts to compete with the less expensive, foreign manufactured drug tests (that contained one test on each single test trip). With a term expiringnumber of customers, the time between initial contact and the receipt of an order can be quite long so this launch did not have a positive impact on 2015 drug test sales. Contract manufacturing sales declined slightly in June 2022, resigned2015 so, even with the new product, sales continued to decline in 2015. ABMC applied to the FDA in late 2015 for a marketing clearance to sell Rapid TOX Cup II to customers requiring a CLIA waived product (thereby increasing the product’s marketability). Even with reduced sales, operating results improved in 2015 due to the cost containment actions taken in 2013 and 2014. ABMC also refinanced substantially all of its debt to reduce interest costs. The Deferral Program continued throughout 2015 (although the deferral of employee commissions was reduced from our Board50% to 25% in July 2015).

Even with the introduction of Directorsthe Rapid TOX Cup II, ABMC’s ability to maintain and/or increase sales continued to be negatively impacted by a very cost-competitive market dominated by less expensive products made outside of the U.S. At the end of 2016, ABMC was still in the process of applying to the FDA for marketing clearance to sell Rapid TOX Cup II to customers requiring a CLIA waived product. In September 2016, contract manufacturing sales began to decrease. The customer contracting with ABMC to manufacture their fetal amniotic rupture product was acquired. The acquirer was a much larger company and informed ABMC that they planned to manufacture the product going forward. However, ABMC was paid a tech transfer fee in the amount of $300,000. Operating expenses did decline in 2015 even though there were increased costs related to the 510(k) application. The Deferral Program continued throughout 2016; 20% salary deferral for Waterhouse, and non-executive VP Operations, as well as a 20% commission deferral for a sales consultant (the sales employee deferrals were discontinued in January 2016). In efforts to diversify the ABMC revenue stream, late in the first quarter of 2016, ABMC signed an independent agent agreement with an entity that would allow ABMC to sell a toxicology management service to its customers. In addition, later in 2016, ABMC entered into an agreement to offer an additional testing product, a breath analyzer. Waterhouse continued making efforts to identify and secure new contract work and possible additional diversification alternatives.

As expected, the loss of the contract manufacturing customer in September 2016 resulted in further declining sales in 2017. ABMC also lost two government drug test accounts; one in early 2017 and one in the latter part of 2017. The loss of these two accounts resulted in litigation filed by ABMC in February 2021. The vacancy created by Mr. Davis’s resignation was2017 against a number of parties, including but not filledlimited to, a former VP, Sales & Marketing/Sales Consultant of ABMC. Over the course of 2017, ABMC reorganized and the Board was subsequently set to consist of three (3) members. Because of this, there are no directors up for nomination in this Proxy Statement. The three (3) current board members, and their principal occupation and business experience during at least the last five (5) years is as follows:

Jean Neff was appointed to our Board of Directors in February 2008 and, until her retirement in early 2014, she was the Sr. Vice President Mid-Atlantic Region of Solstas Lab Partners. She served as the Sr. Vice President of New Business Development of the Occupational Testing Services division of Laboratory Corporation of America, from 1991 until 2007. She received her B.S. in Biology from Mercer University. Ms. Neff provides decades of experience in administration,restructured its sales and management making her well qualifiedmarketing department. More sales diversification alternatives were also secured in 2017; products for the detection of alcohol, alternative sample options for drug testing (such as lab based oral fluid testing and hair testing). In 2017, ABMC also started offering customers lower-cost, foreign manufactured drug tests via a memberdistribution relationship with Healgen Scientific Limited Liability Company (“Healgen”; the Buyer in the Asset Sale). ABMC also received FDA marketing clearance for the Rapid TOX Cup II in August 2017. Operating expenses decreased once again in 2017 but, gross profit margins continued to erode as sales continued to decline; most of the Board.which was due to manufacturing inefficiencies. The majority of ABMC overhead costs are fixed and when absorbed over fewer testing strips/products produced (due to decreased sales) ABMC’s cost of goods increases. The Deferral Program continued throughout 2017 for Waterhouse and a non-executive VP Operations.

Peter Jerome was appointedIn January 2018, ABMC retained an individual to our Boardact as its Director of Directors in January 2018. Since January 2020, Mr. Jerome has served as the Interim Chief Financial Officer of Taconic Biosciences, Inc. (“Taconic”), a company that develops and produces animal research models for pharmaceutical and biotechnology companies worldwide. From February 2016 until his appointmentClinical Sales to interim Chief Financial Officer, Mr. Jerome served as Taconic’s Senior Director, Finance. Mr. Jerome received his B.S in accounting and computer information systems from Manhattan College and has been a certified public accountant since 1994.

Melissa A. Waterhouse joined the Company in 1997. Since that time she has held various management positions in Investor Relations, Marketing, Public Relations and Corporate Compliance. She served as our Corporate Secretary from September 2003 until her interim appointment as Chief Executive Officer and Chief Financial Officer in October 2013. In June 2014, Ms. Waterhouse was appointed as Chief Executive Officer, Principal Financial Officer and was appointed to the Board of Directors.

Former Director:

Chaim Davis was appointed to our Board of Director in June 2017 and was appointed as Chairmanspearhead marketing efforts of the Board of DirectorsRapid TOX Cup II in Marchclinical markets since the appropriate marketing clearance was received in August 2017. Unfortunately, ABMC sales did not improve in 2018 until his resignationdespite the efforts that were undertaken in February 2021. Since July 2005, Mr. Davis has beenprior years and into 2018. Although the Managing Member of Revach Group, LLC,lower cost products ABMC was distributing did result in new sales for ABMC, the general partner of Revach Fund L.P., a sector-specific life science fund focusing on micro to mid-cap companies, which he founded in 2005.

COMPENSATION OF DIRECTORS

1) There were no Non-Equity Incentive Plan Compensation, or Non-Qualified Deferred Compensation Earnings issued or earned by membersfull negative impact of the Board of Directorsaccount lost in the year ended December 31, 2021. These columns have been omitted. 

2) Actual fees paidlatter part of 2017 was felt in 2018. Gross profit margin continued to decline as a result of decreased sales. Operating expenses continued to decline as more expense reductions were made, including personnel reductions. The Deferral Program continued throughout 2018 for telephonic attendance at five (5) regularly scheduled meetings of the Board of Directors. 

3) Actual fees paid for telephonic attendance of four (4) regularly scheduled meetings of the Board of DirectorsWaterhouse and in person attendance at one (1) regularly scheduled meeting of the Board of Directors. a non-executive VP Operations.

NOTES: Chaim Davis resignedThe account lost in 2018 continued to impact sales in 2019. Drug tests; more specifically urine drug tests which were the bulk of ABMC sales; were being considered commodities with price being the primary factor when deciding what drug test to buy; especially in sales to government entities. Apart from the Board of Directors on February 5, 2021 andlower cost drug test ABMC was offering via distribution, the new offerings did not receive any compensation from the Companypositively impact sales. However, in the year ended December 31, 2021.

Melissa A. Waterhouse does not receive any compensation for her services as a member2019, ABMC did obtain two new contract manufacturing customers and there were some sales generated by both of the Board of Directors, or her attendance at meetings of the Board of Directors.

Narrative to Director Compensation Table

Directors who are not employees (“Non-Employee Directors”) receive a cash fee of $2,500 per meeting for attending meetings of the Board of Directorsthese new customers in person and are reimbursed for out-of-pocket expenses submitted in connection with attending such meetings. Members who attended in person meetings of the Board of Directors telephonically receive 50% of this compensation, or $1,250. Partially2019. Once again, gross profit margin declined due to manufacturing inefficiencies as well as certain situations where pricing was lowered to retain sales. Operating expenses declined due to continued expense cuts to offset the Covid-19 pandemic, in the year ended December 31, 2021, four (4) of the five (5) meetings of the Board of Directors were held telephonically. Non-Employee board members are not paid for their attendance at Committee meetings of the Board of Directors; however, Non-Employee Directors are reimbursed for any out of pocket expenses they may incur in attending meetings of the Board of Directors or meetings of the Committees of the Board of Directors.

We offer a compensation structure that consists of payment in cash only, restricted stock or a combination of both, solely at the option of the Non-Employee director. If a director opts to receive restricted shares in lieu of cash, the fee isdeclining sales despite increased to 1.3x the normal fee considering the restricted nature of the shares issued. In the year ended December 31, 2021, all independent members were paid cash for their board meeting attendance fees; however, the independent members waived the attendance fee for two (2) out of the five (5) meetings of the Board of Directors held in the year ended December 31, 2021; therefore, no payments were made for two (2) of the meetings.

Four (4) out of the (5) meetings in the year ended December 31, 2021 were held telephonically. The board also informally met telephonically several times throughout the year ended December 31, 2021. No member of the Board of Directors has a compensation arrangement that differs from those of other members of the Board of Directors.

Information Related to Non-Employee Director Stock Options Outstanding as of December 31, 2021

CORPORATE GOVERNANCE

General Information related to the Board of Directors & Attendance at Meetings

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 typically 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 also regularly communicates with executive management via teleconference.

The Board of Directors held five (5) regular meetings during the year ended December 31, 2021 (not including the Annual Meeting of Shareholders). Each director attended 100% of the meetings of the Board of Directors in the year ended December 31, 2021.

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.

Board Leadership Structure and Role in Risk Oversight

Board Leadership Structure

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 February 5, 2021, Chaim Davis served as our Chairman of the Board. As of the date of this report, given the small size of our board of directors, the position of Chairman of the Board remains vacant.

Role in Risk Oversight

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 this information 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.

Independent Directors

As of December 3, 2020, our common shares began trading on the “middle tier” of the OTC Markets; the OTCQB Venture Market. To be eligible for OTCQB, companies must be current in their financial reporting, undergo an annual verification and management certification process, and have a bid price of at least $0.01.

Companies that trade on the OTCQB Venture Market must have a Board of Directors that includes at least two independent directors and must have an audit committee that consists of a majority of independent members. From a corporate governance standpoint, we strive to comply with NASDAQ’s listing standards (whenever possible) to determine the independence of our directors.

Under the rules of the national securities exchanges (like NASDAQ), a majority of a listed company’s board of directors must be comprised of independent directors, and each member of a listed company’s audit, compensation, and nominating and corporate governance committees must be independent as well. Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross revenues.

The Board of Directors has determined that Jean Neff, Peter Jerome (and Chaim Davis up until his resignation on February 5, 2021) are/were independent directors under NASDAQ’s listing standards. As of the date of this report, the majority of the Board of Directors is independent as there are currently three members on the Board of Directors and two members are independent members. In accordance with NASDAQ’s listing standards, independent directors meet in executive session when required in conjunction with regularly scheduled meetings of the Board of Directors, outside of the presence of non-independent directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than ten percent (10%) of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than ten percent (10%) shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of Forms 3, 4 and 5 (including any amendments to such Forms) filed electronically with the SEC during the year ended December 31, 2021, all executive officers and directors complied with all Section 16(a) requirements during the year ended December 31, 2021.

Based solely on review of Forms 3, 4 and 5 (including any amendments to such Forms) and review of Schedules 13G and 13D filed electronically with the SEC during the year ended December 31, 2021, all ten percent (10%) or greater beneficial holders of our common stock have complied with Section 16(a) requirements during the year ended December 31, 2021.

Code Of Ethics

The Company has adopted a Code of Ethics that applies to all employees, including but not limited to the principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions. The Board of Directors will review the Code of Ethics on a regular basis and propose or adopt additions or amendments to the Code of Ethics as appropriate. A copy of the Company’s Code of Ethics can be found on its website located at www.abmc.com, under the section title “Investor Relations”, subsection titled “Governance”. A copy of the Code of Ethics may also be obtained free of charge by sending a written request to American Bio Medica Corporation, Attention: Corporate Secretary, 122 Smith Road, Kinderhook, New York 12106.

Committees of the Board of Directors

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

Nominating Committee

Throughout most of the year ended December 31, 2021, the Nominating Committee consisted of two (2) members, Jean Neff and Peter Jerome. Prior to his resignation on February 5, 2021, Chaim Davis also served on the Nominating Committee. Given the small composition of the Nominating Committee, there was/is no chairperson. As of the date of this report, the Nominating Committee still consists of two (2) members, Jean Neff and Peter Jerome.

The Nominating Committee is governed by a charter it has adopted. A copy of the Nominating Committee charter can be found on the Company’s website at www.abmc.com, under the section title “Investor Relations” and the subsection titled “Governance”. A copy can also be obtained free of charge by sending a written request to American Bio Medica Corporation, Attn: Corporate Secretary, 122 Smith Road, Kinderhook, New York 12106. There have been no material changes to the Nominating Committee Charter since it was last filed as an exhibit to the Company’s Proxy Statement filed on May 12, 2004.

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, our 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. The Nominating Committee, under its Charter, does have the responsibility to consider any director candidates recommended by security holders that are submitted in accordance with the “Procedure for Submitting Shareholder Proposals” found in the beginning of this Proxy Statement.

Additionally, in determining whether to recommend a director for re-election, our 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. Our Nominating Committee has no stated specific, minimum qualifications that must be met by a candidate for a position on our Board of Directors. Our Nominating Committee does, however, believe it appropriate for at least one 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 the OTCQB Venture Market. Our Nominating Committee met one time in the year ended December 31, 2021. All members of the Nominating Committee attended this meeting.

Audit Committee

The OTCQB Venture Market requires its listed companies to have an audit committee that consists of a majority of independent members. Throughout most of the year ended December 31, 2021, the Audit Committee consisted of two (2) members, Peter Jerome and Jean Neff; both of which the Board has determined are independent directors (as independence is defined in NASDAQ Rule 5605(a)(2) of the NASDAQ listing standards, as applicable). Prior to his resignation on February 5, 2021, Chaim Davis also served on the Audit Committee. As of the date of this report, the Audit Committee still consists of two (2) members, Jean Neff and Peter Jerome. Peter Jerome serves as the Chairman of the Audit Committee.

The Board of Directors has adopted an Audit Committee charter. A copy of the Audit Committee Charter can be found on the Company’s website at www.abmc.com, under the section title “Investor Relations” and the subsection titled “Governance”. A copy can also be obtained free of charge by sending a written request to American Bio Medica Corporation, Attn: Corporate Secretary, 122 Smith Road, Kinderhook, New York 12106. There have been no material changes to the Audit Committee Charter since it was last filed as an exhibit to the Company’s Proxy Statement filed on May 12, 2004.

This Committee makes recommendations to the Board of Directors with respect to the Company’s financial statements and the appointment of independent auditors, reviews significant audit and accounting policies and practices, meets with the Company’s independent public accountants concerning, among other things, the scope of audits and reports, and reviews the performance of the overall accounting and financial controls of the Company. The Audit Committee formally met four (4) times and informally met several times in the year ended December 31, 2021. The Audit Committee charter requires four (4) Audit Committee meetings per year. In the year ended December 31, 2021, Peter Jerome and Jean Neff attended 100% of the formal meetings.

Audit Committee Financial Expert

At least one member of the Audit Committee must be financially sophisticated, in that he or she has past employment experience in finance or accounting, requisite certification in accounting, or other comparable experience or background which results in the individual’s financial sophistication, including but not limited to being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. The individual must have an understanding of generally accepted accounting principles and financial statements, the ability to assess the general application of such principlesfees in connection with the accountinglitigation ABMC filed in 2017. As a result of the continuing sales declines and working capital, ABMC did agree to settle the 2017 litigation (including the counterclaim that was filed under which deferred compensation was claimed). The Deferral Program continued throughout 2019 for estimates, accrualsWaterhouse but, the non-executive VP retired in November 2019 and reserves, experience in preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues comparable to those issues raised by the Company’s financial statements, an understanding of internal control over financial reporting, and an understanding of audit committee functions. Such attributes would be acquired through education and experience as a principal accounting or financial officer, controller, public accountant or auditor or experience actively supervising such positions, or experience overseeing or assessing the performance of companies or public accountants with respectresult, ABMC was required to the preparation, auditing, or evaluation of financial statements. Peter Jerome meets the requirements of a financial expert. Peter Jerome serves as the Chairman of the Audit Committee as of the date of this report.

Audit Committee Report

The Audit Committee reviews the Company’s financial reporting process on behalf of the Company’s Board of Directors. Management has the primary responsibility for the Company’s financial statementspay back their deferred compensation over time and the reporting process. The Company’s independent registered public accountants are responsible for expressing an opinion on the conformity of the Company’s audited financial statements to generally accepted accounting principlesthose payments began upon completion of their audit.retirement.

In this context,March 2020, the Audit Committee reviewedWorld Health Organization declared Covid-19 a pandemic. That same month, ABMC signed a distribution agreement with Healgen that enabled ABMC to market and discussedsell Healgen’s rapid Covid-19 antibody test in accordance with management and the independent public accountants the Company’s audited financial statementsan EUA granted to Healgen. In December 2020, ABMC also started offering a rapid antigen test for the year ended December 31, 2021 (the “Audited Financial Statements”)Covid-19 (which was also from Healgen). The Audit Committee has discussed with the independent registered public accountants the matters required to be discussed by statement of Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol.1. AU section 380), as adoptedUnfortunately, drug test sales were negatively impacted by the Public Company Accounting Oversight Board in Rule 3200T. In addition,pandemic and sales to the Audit Committee has receivednew contract manufacturing customers also ceased due to the written disclosures and the letter from the independent registered public accountants required by applicable requirementspandemic. Sales of the Public Company Accounting Oversight Board regardingCovid-19 rapid tests were greater than the independent registered public accountant’s communications withdeclines and ABMC was able to report increased sales in 2020. Gross profit still declined because although net sales increased, the audit committee concerning independence,increase was a result of products ABMC distributed and has discussed with the independent registered public accountant the independent registered public accountant’s independence.

Based on reviews and discussions with the independent registered public accountants, the Audit Committee recommendedsales of products ABMC manufactured declined further which, resulted in continued manufacturing inefficiencies. Operating expenses did increase in 2020 due to increased commission expenses (due to the Board of Directors that the Audited Financial Statements be includedCovid-19 rapid test sales) and increased costs associated with debt. The Deferral Program continued for Waterhouse until it ceased in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the SEC.

The Audit Committee members do not serve as professional accountants or auditors and their functions are not intended to duplicate or to certify the activities of management and the independent auditors. The Committee serves a board-level oversight role where it receives information from, consults with and provides its views and directions to, management and the independent public accountants on the basis of the information it receives and the experience of its members in business, financial and accounting matters.

Compensation and Option Committees

The Compensation Committee makes recommendations to the Board of Directors relating to salaries, bonuses and other compensation and benefits of executive officers, and reviews and advises management regarding benefits and other terms and conditions of compensation of management. The Compensation Committee is also responsible for reviewing the outcome of the shareholder advisory vote on executive compensation. The Company’s Option Committee is a sub-committee of the Compensation Committee and administers the Company’s stock option plans. The Compensation Committee does not have a charter. The Compensation Committee formally met one (1) time in the year ended December 31, 2021. All members attended the formal meeting.

Throughout most of the year ended December 31, 2021, the Compensation Committee consisted of two members, Jean Neff and Peter Jerome. Prior to his resignation on February 5, 2021, Chaim Davis also served on the Compensation Committee. As of the date of this report, the Compensation Committee still consists of two members (Jean Neff and Peter Jerome), both of which the Board has determined are independent directors (as independence is defined in NASDAQ Rule 5605(a)(2) of the NASDAQ listing standards, as applicable). Jean Neff serves as the Chairperson of the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during the year ended December 31, 2021 served as an officer or employee of the Company or had any relationship requiring disclosure by the Company.

Compensation Committee Report

The compensation of the Company’s sole executive officer; its chief financial officer/principal financial officer, is recommended for determination to the Board of Directors by the Compensation Committee. In addition to recommending the executive salaries and bonus arrangements, the Compensation Committee recommends policies and guidelines for the determination of other benefits by the Board of Directors. In the year ended December 31, 2021, because the Compensation Committee is comprised of the two (2) independent members of the Board of Directors (Jean Neff and Peter Jerome) and the other board member is the sole executive officer (Melissa A. Waterhouse) who cannot and does not vote on her own compensation, the recommendations of the Compensation Committee do not require a formal board vote and are final recommendations.

General. Compensation of the Company’s executive officers is intended to attract, retain and reward persons who are essential to the corporate enterprise. The fundamental policy of the Company’s executive compensation program is to offer competitive compensation to executive officers that appropriately reward the individual executive officer’s contribution to corporate performance. Compensation is determined primarily by reference to compensation packages for similarly situated executive officers of companies of similar size or in comparable lines of business with which the Company expects to compete for executive officer talent and with reference to the revenues, gross profits and other financial criteria of the Company. In establishing base salaries, the Committee also assesses subjective qualitative factors to discern a particular executive officer’s relative value to the corporate enterprise. The Compensation Committee utilizes subjective criteria for evaluation of individual performance and relies substantially on the executive officers in doing so. The Committee focuses on two primary components of the Company’s executive officer compensation program, each of which is intended to reflect individual and corporate performance: base salary compensation and bonus program based upon profitability of the Company.

Cash Compensation. Executive officers’ base salaries are determined primarily by reference to compensation packages for similarly situated executive officers of companies of similar size or in comparable lines of business with which the Company expects to compete for executive officer talent and with reference to the revenues, gross profits and other financial criteria of the Company as well as the different functions being performed by the executive officer. In accordance with these criteria, the salary of the Chief Executive Officer/Principal Financial Officer was established in her employment agreement. The employment agreement of the Chief Executive Officer/Principal Financial Officer was filed as an exhibit to the Current Report on Form 8-K filed with the SEC on June 24, 2014. Ms. Waterhouse currently fills two (2) executive officer positions, serves as the corporation’s President and directly manages a number of departments within the Company.

Bonus Programs. The Company does not currently have any bonus programs in place. In the past, the Company has implemented bonus programs in which executive officers, senior management and certain mid-level managers were eligible to participate. There have not been bonuses paid to anyone in the Company under any bonus plans, including the named executive officer for more than 10 years. The Company continues to evaluate additional bonus programs to compensate its executive officers, senior management and mid-level managers. Any future bonus programs are expected to be based upon the Company’s sales and profitability and/or the market value of the Company’s securities. The Company may also adopt other ad hoc bonus programs as appropriate to provide incentives for particular officers or management employees to meet specific goals.

Stock Options. The Company does utilize stock options as a form of long-term incentive compensation. The Company has no plans to widely issue stock options but, will reserve the issuance of stock options for special circumstances.

In reviewing and approving the Chief Executive Officer’s compensation for the year ended December 31, 2021, the Board did not retain a compensation consultant. The Board of Directors considered the same criteria detailed herein with respect to executive officers in general as well as the number of positions held and work performed by Ms. Waterhouse and determined Melissa A. Waterhouse’s compensation, which has remained unchanged since the date of her employment contract.

Communications with Directors and Committees

Shareholders may communicate with members of the Company’s Board of Directors and its Committees by writing to American Bio Medica Corporation, 122 Smith Road, Kinderhook, New York 12106, Attn: Corporate Secretary. The Corporate Secretary will disseminate the communication(s) to the appropriate individual(s).

EXECUTIVES

Executive Officer

As of the date of this report and throughout the year ended December 31, 2021, our sole executive officer is Melissa A. Waterhouse. Ms. Waterhouse also serves as a member of our Board of Directors and her biography can be found under “Information about our Board of Directors”.

Additional Senior Management

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

Lawrence Ferringo was appointed to this position in November 2019. Mr. Ferringo joined the Company in 2006 and until his appointment to Vice President he served as our Director of Manufacturing and Research. Mr. Ferringo received his B.S. in Biology from Rowan University.

EXECUTIVE COMPENSATION

The following table sets forth for the years ended December 31, 2021 and December 31, 2020, 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 the years ended December 31, 2021 and December 31, 2020. 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, 2021.

1) There were no amounts paid to the named executive officer related to Bonuses, Option Awards, Stock Awards, Non-Equity Incentive Plan Compensation or Nonqualified Deferred Compensation Earnings; therefore, these columns of the table have been omitted.

2) Ms. Waterhouse’s annual salary for the year ended December 31, 2021 was $160,000 under her employment contract.

3) Consists of 1) $32,739 in payments on deferred compensation owed to Ms. Waterhouse, 2) 25,755 for health insurance premiums and 3) $148 for premiums paid by the Company, for Ms. Waterhouse’s benefit, for long-term disability and life insurance, both of which are provided to all employees of the Company. The payments for deferred compensation started in June 2021 (when deferred compensation owed to a former member of senior management was paid in full). As of December 31, 2021, the Company owed Ms. Waterhouse approximately $74,000.

4) Ms. Waterhouse’s annual salary for the year ended December 31, 2020 was $160,000 under her employment contract; however, during the year ended December 31, 2020, 10% of Ms. Waterhouse’s salary was deferred until early June 2020 when the deferral ceased, givenconsidering the length of time the deferral was in place for Waterhouse (almost 7 years) and the increasing balance owed. At December 31, 2020, we owed Ms. Waterhouse approximately $106,000 in deferred compensation. This amount was cumulative since the third quarter of the year ended December 31, 2013 when Ms. Waterhouse implemented the deferral program and also considers some payments that werePayments continued to be made on the deferred compensation in the years prior to the year endedretired non-executive VP in 2020 with the expectation that the total amount owed would be paid by May 2021. In April 2020, ABMC received proceeds ($332,000) from a loan under the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”). The PPP loan was unsecured, with an interest rate of 1.00% per annum, with principal and interest payments deferred for the first six months, and maturity in two years. In December 31, 2018. There2020, ABMC signed a purchase agreement for an equity line of credit with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Proceeds from sales under the Lincoln Park purchase agreement were no deferral payments madeused for working capital and to Ms. Waterhouse duringsupport growth initiatives. In 2020, ABMC raised $125,000 through the year ended December 31, 2020.sale of ABMC securities to Lincoln Park.

5) ConsistsThroughout 2021, drug test sales continued to be impacted by the pandemic and the commoditization of $26,371urine drug test products. Covid-19 testing turned from antibody testing (the tests ABMC sold in 2020 that contributed $1.6M to sales) to rapid antigen testing. ABMC did secure distribution of the Healgen rapid Covid-19 antigen test in December 2020 and was able to generate sales in the same month. However, in early 2021 Healgen informed ABMC that ABMC could no longer offer the rapid Covid-19 antigen test for health insurance premiums, $8,562sale in the U.S. Although ABMC did secure another distribution relationship for rapid Covid-19 antigen tests in May 2021, ABMC lost Covid-19 test sales (and customers) due to the several months test sales were disrupted. These events led to a significant decline in sales commissionsin 2021 (even when compared to the pre-pandemic year of 2019). Gross profit margin continued to decline; due to the same manufacturing inefficiencies and $148 for premiums paid byincreased costs of manufacturing (material and labor costs associated with manufacturing). ABMC did implement a price increase in July 2021 to improve the company, for Ms. Waterhouse’s benefit, for long-term disabilitygross profit margin; however, raising prices on commoditized products can lead to lost customers or lower sales to customers. Operating expenses declined again in 2021 and, life insurance, both of which are provided to all employeesa large portion of the company.

Narrative Disclosure Relateddecline was due to Summary Compensation

Melissa A. Waterhouse, Chief Executive Officer (PEO)/Principal Financial Officer

Ms. Waterhouse entered intoless sales employees due to terminations (for lack of performance). After ABMC paid all deferred compensation to the former non-executive VP in May 2021, ABMC began making deferred compensation payments to Waterhouse. In 2021, ABMC was able to raise an employment agreement withadditional $639,000 through the Company on June 19, 2014. The employment agreement provides for an annual salarysale 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 equaling 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,ABMC securities under the employment agreement, Ms. Waterhouse may resign her positionLincoln Park purchase agreement. In June 2021, ABMC applied for forgiveness of the PPP loan in the amount of $332,000 under PPP guidelines and elect to exercise the severance provision at her optionPPP loan (and all accrued interest) was forgiven in August 2021. During the first, second and third quarters of 2021, ABMC qualified for refunds under the following circumstances:

1) If she is required to relocate by the Company orEmployee Retention Credit (“ERC”) program. In 2021, ABMC (through its Board of Directors more than 50 miles from the Company’s New York corporate facility as a condition of continued employment; or

2) If there is a substantial changepayroll provider) sought refunds for these three quarters in the responsibilities normally assumed by a Chief Executive Officer or Principal Financial Officer at the directionamounts of the Board of Directors.

In addition, the Company provides Ms. Waterhouse with the same benefits offered to other employees, including long-term disability$202,000 (Q1 2021), $198,000 (Q2 2021) and life insurance, at the Company’s expense. Ms. Waterhouse’s employment agreement also contains a change$137,000 (Q3 2021). ABMC received its refund for Q3 2021 in control provision 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.December 2021.

In February 2022, ABMC’s largest customer informed ABMC that they were purchasing drug tests from another supplier for one of their market segments (a rather large market segment that ABMC previously supplied on an exclusive basis). The customer indicated that ABMC would continue to supply the other market segment. Although the customer indicated that ABMC would still receive orders for the larger market segment, the customer did not submit any further orders. This resulted in another significant decline in sales. In the nine months ended September 30, 2022 (ABMC’s most recent financial report available), ABMC reported a gross loss (this was after a gross loss reported in the second quarter of 2022 for the first time in ABMC history). High costs of manufacturing in the U.S. and price competition played a part in the gross loss, along with the loss of the largest customer. The larger market segment that ABMC was supplying exclusively to this customer was a higher margin market while the secondary market ABMC did retain was a very low margin market. Previously the higher margin market, when blended with the low margin, produced an acceptable gross profit margin. Without the higher margin sales to this customer, the gross margin is now at a very low profit. Operating expenses decreased in the nine months ended September 30, 2022 as ABMC continued to reduce costs. In April 2022, Waterhouse voluntarily deferred her salary once again along with another member of senior management. Due to a depressed stock price, ABMC was not able to raise any money under the Lincoln Park purchase agreement in 2022. ABMC did receive the ERC refund ($198,000) for Q2 2021 in June 2022. As of the date of this Proxy Statement, ABMC has not received the ERC refund for Q1 2021 ($202,000).

Outstanding Equity Awards at Fiscal Year-EndRationale Behind the Asset Sale

ABMC believes the losses it has reported over the last several years and most recently the significant loss reported for the nine months ended September 30, 2022 will continue as (i) its primary business (onsite drugs of abuse tests) has become a commoditized market where price is the primary consideration for purchase and ABMC cannot compete with the low pricing offered by its competitors who manufacture outside of the U.S. when ABMC manufactures its drug testing products completely in the U.S. and (ii) ABMC has not been able to obtain new business to replace the significant loss of business (which began in late 2021) from its largest customer. These two issues are further exacerbated by the continuing impact of the Covid-19 pandemic.

Part of the inability to attain new customers is due to expense reductions that ABMC has undertaken over the last several years to combat losses. Many of these expense reductions, such as reduced selling and marketing and research and development expenditures, along with reduced and deferred salaries of a number of employees, are incompatible with growing or even maintaining ABMC’s business both in the short and the long term. In addition, ABMC’s cash position has deteriorated, and continues to deteriorate, due to operating losses and payments required under its debt facilities.

Over the last several years, ABMC has been able to access loans from shareholders and raise funds via private equity financings. As time goes on and the financial results continue to deteriorate, these options are no longer available to ABMC. Waterhouse has also extended loans to ABMC and in addition to salary deferral, Waterhouse is owed currently salary.

Over the last several years, ABMC has retained financial consultants to seek out alternative solutions; most recently in early 2022. The consultants were seeking solutions including but not limited to potential mergers, acquisitions, investment in ABMC, and strategic relationships. Simultaneously, ABMC management was seeking alternative solutions and began discussions with the Buyer. With the current financial condition of ABMC, ABMC was not able to find a suitable alternative apart from the Asset Sale.

After carefully weighing the facts and circumstances associated with the Asset Sale to the Buyer, as well as alternative courses of action, ABMC’s Board has unanimously concluded that the proposed sale of substantially all of ABMC’s assets is the best available alternative to maximize value for shareholders.

The following table sets forth information concerningBoard believes ABMC’s status as a fully reporting public company is an asset which may be sufficiently attractive to induce others to enter into business combinations with ABMC. ABMC is exploring strategic transactions which may result in ABMC entering into a new line of business (subject to specific competitive limitations under the outstanding equity awardsAsset Purchase Agreement; found in Section 4.1of the Asset Purchase Agreement). ABMC believes strategic acquisitions using ABMC’s publicly traded stock as transaction consideration could enhance shareholder value. Nonetheless, the Board may later determine to dissolve ABMC and distribute its remaining assets to ABMC shareholders if ABMC is unable to make any strategic acquisitions.

The business being acquired by the Buyer is the only area of operations in which ABMC is engaged. If the Asset Sale is approved by the shareholders and the sale of the Named Executive Officer at year-end December 31, 2021:business is completed, ABMC will no longer engage in the development, manufacturing and selling of point of collection diagnostic products, including onsite drug test products and instead intends to pursue opportunities in other areas. Upon the consummation of the Asset Sale, ABMC will no longer engage in the business, which accounted for all of ABMC’s revenues, costs and expenses, and earnings for all fiscal years prior to January 1, 2022 and for the nine months September 30, 2022.

(1) No Stock Awards were outstanding forIn this Proxy Statement under Annex D, ABMC has included audited historical financial statements of ABMC; or in the Named Executive Officer incase of the most recent interim period, historical financial statements that have been reviewed by ABMC’s auditors, and unaudited pro forma financial statements showing the effect of the Asset Sale on ABMC. The unaudited pro forma financial statements are derived from the historical financial statements of ABMC as of and for the year ended December 31, 2021 and therefore the Stock Awards portionnine months ended September 30, 2022. The unaudited pro forma financial statements are presented to reflect adjustments to ABMC’s financial statements as if the Asset Sale were completed at the beginning of the tablemost recent full fiscal year and subsequent interim period.

Board approval; Third-Party Valuation

The Board of Directors has unanimously determined that the terms of the Asset Sale are advisable, fair to and in the best interests of the ABMC shareholders and, accordingly, recommends that shareholders as of the Record Date vote “FOR” the proposal to approve the Asset Sale.

Over the last several years, although efforts have been omitted. Furthermore,made by both management and financial advisory firms ABMC has retained, no firm offers have been made to ABMC with respect to any merger or consolidation, the sale or other transfer of all or any substantial part of our assets or the purchase of a controlling share of our securities. The Board of Directors did not believe this fact was relevant to its consideration of the fairness of the Asset Sale.

The Board of Directors did not obtain a valuation from a third party because it determined that the expense associated with obtaining such valuation was not justified in light of the current financial condition of ABMC, including, but not limited to the lack of cash flow to obtain the third party valuation as well as the fact that the bulk of the purchase price (more than 50%) was real estate, M&E and inventory. All of these assets can be readily valued using past appraisals and current market conditions (in the case of the Real Estate) along with the recorded book value of the assets (in the case of M&E and inventory).

Past Contracts, Transactions and Negotiations

Loans from Buyer: Buyer has extended loans to ABMC in the amount of $715,000; such loans to be paid back to Buyer in full at Closing with all interest waived by Buyer. The loan is secured by a first security interest in all ABMC assets with the exception of those assets already encumbered by the loan with Cherokee Financial, LLC (i.e. the real property and machinery and equipment). If shareholders do not approve the Asset Sale on February 15, 2023, ABMC will be required to make the first of three payments under the loan agreement with the Buyer. The first payment is in the amount of $251,000 with payments of the same amount due on March 15, 2023 and April 15, 2023. See Annex C – Loan Promissory Note and Security Agreement, as amended.

Distribution Relationship: Prior to entering into the Asset Purchase Agreement, ABMC did distribute Buyer’s toxicology products and rapid tests for Covid-19. Apart from this distribution relationship and the recent loans against the Purchase Price, there was no other business of a material nature between ABMC and Healgen.

Negotiations Related to Asset Sale: On July 11, 2022, the Buyer and ABMC began discussions related to the Asset Sale after Buyer informed ABMC that Buyer was interested in acquiring the Assets. From July 2022 through September 2022, a number of site visits were no Equity Incentive Plan Awards outstanding forperformed by Buyer and information related to the NamedAssets was provided to the Buyer by ABMC (under the terms of a confidentiality agreement). After these visits and other information was exchanged, ABMC and the Buyer negotiated the terms of a non-binding Letter of Intent to Purchase Assets (“LOI”), which was approved by the Board on September 27, 2022 and fully executed on October 3, 2022, along with a Loan Promissory Note and Security Agreement (see Annex C). The negotiation of the terms and conditions of the LOI were performed on an arm’s-length basis between ABMC and the Buyer. Thereafter, ABMC and the Buyer participated jointly, along with their respective attorneys, in the negotiation and drafting of the Asset Purchase Agreement. Negotiations were related to a number of terms within the Asset Purchase Agreement, including but not limited to, the term and amount of the escrow, indemnity provisions, liability provisions, and ABMC’s responsibilities and obligations after the Closing Date. There were a series of drafts of the Asset Purchase Agreement exchanged between ABMC and the Buyer through their respective attorneys. The Board approved the Asset Purchase Agreement and authorized ABMC Chief Executive Officer this columnMelissa Waterhouse to execute the Asset Purchase Agreement on December 19, 2022 and the Asset Purchase Agreement was omitted as well.

(2) Includes options that are exercisable within 60 days of April 28, 2022, or as of June 27,signed on December 19, 2022.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSRisk Factors

For a description of certain risk factors in respect of the business of ABMC, see the risk factors set forth in ABMC’s Annual Report on Form 10-K for the year ended December 31, 2021 and in subsequent periodic reports filed with the U.S. Securities and Exchange Commission (“SEC”).

The Company, through its Board of Directors, attempts to review all related party transactions to ensure fairnessOther risks more specific to the CompanyAsset Sale include, but are not limited to:

Dissenters’ Rights

The management and board of directors of ABMC believe that the Asset Sale is in the best interest of, and represents a fair value to, the shareholders. Shareholders who are entitled to vote on the Asset Purchase Agreement and who object to its terms, however, may be entitled to certain rights under the NY BSC provided that they comply with the conditions of Sections 623 and 910 of the NY BSC. Shareholders who vote for the Asset Sale will be waiving their rights to dissent from the Asset Sale.

Sections 623 and 910 of the NY BSC are reprinted in their entirety as Annex B of this Proxy Statement. The following discussion is not a complete statement of the law regarding dissenters’ rights and is qualified in its entirety by reference to Annex B. This discussion and Annex B should be reviewed carefully by any shareholder who wishes to exercise statutory dissenters’ rights or who wishes to preserve the right to do so. Failure to comply with the procedures set forth in Section 623 and 910 of the NY BSC will result in the loss of dissenters’ rights

Generally, the NY BSC provides that shareholders of a corporation that sells substantially all of its assets to another corporation who are entitled to dissent from the sale and who have perfected their dissenters' rights may require purchase of their shares for cash based on the fair value of those shares in lieu of retaining their shares of ABMC’s common stock. The fair value will be determined as of the day prior to the closing of the Asset Sale, and this determination will exclude any appreciation or depreciation in anticipation of the Asset Sale.

A holder of ABMC's common stock who properly follows the procedure for exercising dissenters' rights for his or her shares pursuant to Section 623 of the NY BCS may be entitled to receive in cash the "fair value" of his or her shares in lieu of retaining those shares of ABMC’s common stock. The "fair value" of a dissenting shareholder's shares will be the value of those shares on the close of business on the day prior to the shareholders' authorization date, excluding any appreciation or depreciation in anticipation of the Asset Sale, unless exclusion would be inequitable. The "fair value" could be more than, equal to or less than the market value of ABMC's common stock on close of business on the day prior to the shareholders' authorization date. In the event the dissenting shareholder and ABMC cannot agree on the "fair value" of the dissenter's common stock, "fair value" may ultimately be determined by the supreme court in the judicial district in which the State of New York.

To properly exercise dissenters' rights with respect to the Asset Sale and to be entitled to payment under Section 623 of the NY BCS, a holder of ABMC's common stock must, among other things, (i) prior to the Meeting or at the Meeting but before the vote is taken, deliver to ABMC, written notice of the shareholder's intent to demand payment for his or her shares if the Asset Sale is approved; (ii) not vote his or her shares in favor of the Asset Sale; and (iii) upon receipt of a dissenters' notice from ABMC (as described below), timely deliver a demand for payment and timely deposit the shareholder's certificates in accordance with the terms of the dissenters' notice.

Thus, any holder of ABMC's common stock who wishes to dissent and who executes and returns a proxy on one of the accompanying forms must specify that the holder's shares are to be voted against the Asset Sale or that the proxy holder should abstain from voting the holder's shares in favor of the Asset Sale. A vote against the Asset Sale is a proper disclosure under SEC rules. Additionally,exercise of dissenters' rights. If the Boardshareholder returns a proxy without voting instructions, or with instructions to vote in favor of Directors conducts annual reviewsthe Asset Sale, the holder's shares will automatically be voted in favor of the Asset Sale, and the shareholder will lose any dissenters' rights.

A beneficial shareholder may assert dissenters' rights as to shares held on the beneficial shareholder's behalf only if (i) the beneficial shareholder submits to ABMC the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights and (ii) the beneficial shareholder does so with respect to all shares of which the shareholder is the beneficial shareholder or over which the shareholder has power to direct the vote.

Within 10 days after the shareholders' authorization date, ABMC will send a written dissenters' notice to each directorholder of ABMC's common stock who satisfied the requirements of clauses (i) and (ii) above giving written notice of such authorization or consent to each shareholder who filed written objection.

Within 15 days after the expiration of the period within which shareholders may file their notices of election to dissent, or 15 days after the shareholders' authorization date, whichever is later (but in no case later than 90 days from the shareholders' authorization date), ABMC will make a written offer to each shareholder who has filed such notice of election to pay for the shares at a specified price which ABMC considers to be their fair value. Such offer shall be accompanied by a statement setting forth the aggregate number of shares with respect to which notices of election to dissent have been received and the aggregate number of holders of such shares. If the corporate action has been consummated, the offer shall also be accompanied by (1) advance payment, if the shareholder has already submitted their certificates representing the shares to ABMC, of an amount equal to eighty percent of the amount of such offer, or (2) if the shareholder has not yet submitted the certificates, a statement that advance payment to them in an amount equal to eighty percent of the amount of such offer will be made by ABMC promptly upon submission of the certificates.

If the corporate action has not been consummated at the time of the making of the written offer, the advance payment or statement as to advance payment will be sent to each shareholder entitled upon consummation of the corporate action. Every advance payment or statement as to advance payment will include advice to the shareholder that acceptance of such payment does not constitute a waiver of their dissenters' rights. If the corporate action has not been consummated upon the expiration of the 90 day period after the shareholders' authorization date, the offer may be conditioned upon the consummation of such action. The offer will be made at the same price per share to all dissenting shareholders and shall be accompanied by an ABMC balance sheet as of the latest available date, which will not be earlier than 12 months before ABMC made the written offer, and an income statement for not less than a 12 month period ended on the date of the balance sheet. If within thirty (30) days after the making of such offer, ABMC and any shareholder agree upon the price, payment shall be made within 60 days after the making of such offer or the consummation of the proposed corporate action, whichever is later, upon the surrender of the certificates representing the shares.

If ABMC fails to make an offer within the required time period, or if any dissenting shareholder or shareholders disagree with the offer and they fail to agree within 30 days after the offer, ABMC will institute a special proceeding in the supreme court in the judicial district in New York State to determine such director’s independence. We also require our executive officersthe rights of dissenting shareholders and directors to completefix the fair value of their shares. If ABMC does not institute the proceeding within the required time frame, any dissenting shareholder may institute the proceeding within a questionnairerequired time frame (which would result in all dissenting shareholders being parties to the proceeding). Any failure to do so would result in all dissenters’ right being lost, unless the court directs otherwise. Within the proceeding, the court shall make determinations including the fair value of the shares and any interest that is intendedthe court determines to identify transactions or potential transactions that require disclosure under SEC rules or create a potential conflict of interest. Furthermore, our Code of Ethics contains provisionsbe fair and equitable. ABMC and dissenting shareholders would each bear their own costs and expenses related to actualsuch a proceeding unless the court, in its discretion, determines otherwise. ABMC would be required to pay each dissenting shareholder the amount determined by the court upon surrender of any certificate representing the shares.

No payment would be required to be made to a dissenting shareholder at a time when ABMC is insolvent or apparent conflicts of interest between personal and professional relationships. A copywhen such payment would make ABMC insolvent. In such event, the dissenting shareholder has specific options under Section 623(j) of the Company’s CodeNY BCS.

Vote required to Approve the Asset Sale

Under section 909 of Ethics can be foundthe New York Business Corporation Law (NY BSC), the Asset Sale requires approval by the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of common stock on its website located at www.abmc.com as noted under “Codethe record date. Accordingly, ABMC is submitting the Asset Sale to a shareholder vote.

Each share of Ethics”.ABMC common stock is entitled to one vote. IF A SHAREHOLDER DOES NOT VOTE AT THE MEETING, EITHER IN PERSON OR BY PROXY, IT WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE ASSET SALE.

ABMC Recommendation to Shareholders

THE ABMC BOARD OF DIRECTORS BELIEVES THE TERMS OF THE ASSET SALE ARE FAIR TO AND IN THE BEST INTERESTS OF ABMC AND ITS SHAREHOLDERS AND RECOMMENDS THAT YOU VOTE FOR THE ASSET SALE.

No Regulatory Approval

There are no federal or state regulatory requirements that must be complied with or approval must be obtained from in connection with the Asset Sale.

Proposal 2 – The Adjournment Proposal

General

If necessary, including if, at the Meeting, the number of shares of ABMC common stock, present or represented by proxy and voting in favor of the approval of the Asset Sale is insufficient to approve such proposal under the New York Business Corporation Law, ABMC intends to move to adjourn the Meeting in order to enable the Board to solicit additional proxies in respect of the approval of the Asset Sale. In that event, ABMC will ask ABMC shareholders to vote only upon the Adjournment Proposal, and not upon the other proposal to be acted on at the Meeting.

In the Adjournment Proposal, ABMC is asking you to authorize the holder of any proxy solicited by the Board to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the Meeting to another time and place for the purpose of soliciting additional proxies. If shareholders approve the Adjournment Proposal, ABMC could adjourn the Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from shareholders that have previously voted.

Vote Required to Approve the Adjournment Proposal

The affirmative vote of a majority of the outstanding shares of ABMC’s common stock present in person or by proxy at the Meeting is required to approve the Adjournment Proposal. This means that, of the shares present in person or by proxy at the Meeting, a majority must vote in favor of the Adjournment Proposal in order for the Adjournment Proposal to be approved.

Abstentions will have the effect of a vote against, but broker non-votes will have no effect on the determination of this proposal.

ABMC Recommendation to Shareholders

The Board believes that if the number of shares of ABMC’s common stock present or represented by proxy at the Meeting and voting in favor of the Asset Sale is insufficient to approve such proposal, it is in the best interests of ABMC’s shareholders to enable ABMC to continue to seek to obtain a sufficient number of additional votes to bring about the approval of the Asset Sale.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of April 26,December 22, 2022, there were 48,098,476 common shares outstanding. The following table sets forth, as of April 26,December 22, 2022, the beneficial ownership of the Company’sABMC's common shares by (i) each director, (ii) each nominee for director,the ABMC CEO/PFO (ABMC’s only executive officer), (iii) the Named Executive Officer, (iv) all directors and the executive officersofficer of the CompanyABMC as a group, and (v)(iv) each shareholder, known to management of the Company,ABMC, 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”),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)60 days after April 26,December 22, 2022 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.

___________

OTHER MATTERSInterests of Certain Persons in Matters to be Acted Upon

ABMC is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director, executive officer or any associate or affiliate of any of the foregoing in any matter, to be acted upon at the Meeting.

Procedure for Submitting Shareholder Proposals

This is not a regularly scheduled Meeting. Therefore, in order for a proposal to be included in this Proxy Statement, the proposal must be received by ABMC in a reasonable time before ABMC beings to print and send its proxy materials to shareholders.

The deadline for submitting proposals for ABMC’s Annual Meeting of Shareholder later in 2023 can be found in the Proxy Statement filed with the SEC on April 28, 2022.

Where you can find Additional Information/Incorporation by Reference

ABMC is subject to the reporting and information requirements of the Exchange Act and, as a result, file, or will file, periodic reports, proxy statements and other information with the SEC. These periodic reports and other information are available for inspection and copying at the SEC’s public reference room and the website of the SEC, in each case, referred to below. ABMC also maintains a website at http://www.abmc.com and makes available free of charge through this website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act. ABMC makes these reports available through its website as soon as reasonably practicable after ABMC electronically files such reports with, or furnish such reports to, the SEC. The information contained on, or that can be accessed through, ABMC’s website is not a part of this prospectus. The reference to the ABMC web address does not constitute incorporation by reference of the information contained in, or that can be accessed through, the ABMC website. These documents are also available without charge by writing to: Corporate Secretary, American Bio Medica Corporation, 122 Smith Road, Kinderhook, NY 12106.

ABMC incorporates by reference in this Proxy Statement any future filings that ABMC may make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Proxy Statement and before the date of the Meeting. Such documents are considered to be a part of this Proxy Statement, effective as of the date such documents are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.

If you have questions about the Meeting, the Asset Sale or the Adjournment Proposal or if you would like additional copies of this Proxy Statement or the proxy card, you should contact our Corporate Secretary by writing to 122 Smith Road, Kinderhook, NY 12106.

You should rely only on the information contained in this Proxy Statement. ABMC has not authorized anyone to provide you with information that is different from or that adds to what is contained in this Proxy Statement. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date indicated on the cover of this document, unless the information specifically indicates that another date applies. The mailing of this Proxy Statement to ABMC shareholders does not create any implication to the contrary.

Other Matters

The Board of Directors is not aware of any matter to be presented for action at the Annual Meeting other than the matters set forth herein. Should any other matter requiring a vote of shareholders arise, the proxies confer upon the person or persons entitled to vote the shares represented by such proxies the authority to vote the proxies in their discretion.

PROXY

 ANNUAL MEETING OF SHAREHOLDERSAnnex A

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2022, by and between American Bio Medica Corporation (“Seller”) and Healgen Scientific Limited Liability Company (“Buyer”).

RECITALS

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Article I. PURCHASE AND SALE OF ASSETS.

Section 1.1. Purchase and Sale of Assets. Upon the terms and subject to the conditions set forth in this Agreement, Seller hereby sells, transfers, assigns, conveys, and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, all of the Seller’s right, title and interest in, to and under the Acquired Assets, free and clear of all Liens except Permitted Liens. “Acquired Assets” means all of the tangible and intangible assets, properties and rights of every kind and nature and wherever located (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business, which assets, properties and rights include, without limitation, the following:

Section 1.2. Excluded Assets. “Excluded Assets” means:

Section 1.3. Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer agrees to assume and become responsible for the Assumed Liabilities as of the Closing. Buyer shall not assume or have any responsibility with respect to any liability of Seller that is not an Assumed Liability. “Assumed Liabilities” means obligations of Seller arising from and after Closing directly relating to the Acquired Assets, and specifically limited to the following:

Section 1.4. Retained Liabilities. Notwithstanding anything to the contrary contained in Section 1.3 or elsewhere in this Agreement, Seller shall maintain sole responsibility of, and solely shall retain, pay, perform, any Liabilities other than the Assumed Liabilities (collectively, the “Retained Liabilities”), including, but not limited to:

Section 1.5. Purchase Price. The aggregate purchase price for the Acquired Assets (the “Purchase Price”) shall be equal to Three Million Dollars ($3,000,000).

Section 1.6. Debt Repayment Amount. At the Closing, Buyer shall deliver to the creditors of the Seller set forth in Section 1.6 of the Disclosure Schedule, by wire transfer of immediately available funds, all amounts necessary to repay in full all indebtedness for borrowed money (including, in each case, the principal and accrued interest and all other costs, expenses and charges of indebtedness due to such creditors)and unpaid tax liens (collectively, the “Debt Repayment Amount”), as set forth in Section 1.6 of the Disclosure Schedule. As a condition precedent to the Closing, the Seller will obtain a payoff letter and termination and release document from each creditor who shall receive a portion of the Debt Repayment Amount. In addition, the Buyer shall deposit Three Hundred Thousand Dollars in a Retention Fund as set forth in 5.4(e).

Section 1.7. Allocation. The parties agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and Tax purposes) in accordance with the allocation set forth on Section 1.7 of the Disclosure Schedule, which was arrived at in arm’s length negotiations between the parties. Buyer shall prepare and deliver IRS Form 8594 to Seller within 45 days after the Closing Date to be filed with the IRS. In any Proceeding related to the determination of any Tax, neither Buyer nor Seller shall contend or represent that such allocation is not a correct allocation.

Section 1.8. Insurance Tail Policy. Seller will obtain a tail policy for products liability insurance for products sold or manufactured by Seller on or before Closing, such policy reasonably satisfactory to Seller and to last for a period of twenty four (24) months after the Closing.

Section 1.9 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., local time, on two business days subsequent to approval by the stockholders of Seller holding sufficient shares of capital stock of Seller to approve the transaction in accordance with the New York Business Corporation Law (Shareholder Approval”) by the remote exchange of electronic copies of documents and signatures, or at another time and place, or on another date, as the parties may mutually agree. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

Section 1.10 Closing Obligations.

Article II. REPRESENTATIONS AND WARRANTIES OF SELLER.

Seller hereby represents and warrants to Buyer as follows, as of the date of this Agreement:

Section 2.1. Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all corporate power and authority necessary to own or lease its properties and assets and to carry on the Business as currently conducted, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority when taken together with all other such failures, has not, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller is duly qualified or licensed to do business and is in good standing in each of the jurisdictions in which the character of the properties owned or held under lease by it or the nature of the Business makes such qualification necessary, except where the failure to be so qualified or in good standing when taken together with all other such failures, has not, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 2.2. Authority. Seller has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution, delivery and performance by Seller of this Agreement, and the consummation by Seller of the transactions contemplated hereby, have been duly and validly authorized by Seller’s board and shareholders and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Seller and, assuming this Agreement constitutes the legal, valid and binding agreement of Buyer, constitutes a legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity. Upon the execution and delivery by Seller of any other document to which Seller is a party in connection with this Agreement, other than this Agreement and the Disclosure Schedule, each of such other documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights generally and by general principles of equity.

Section 2.3. Non-Contravention; Filings and Consents.

except, in the cases of clauses (2) and (3) above, where the violation, breach, conflict, default, termination, vesting, amendment, acceleration, cancellation or failure to give notice or obtain consent, would not have an effect deemed by Buyer to be material.

Section 2.4. Financial Statements.

Section 2.5. Absence of Certain Changes. Since September 30, 2022 through the date of this Agreement, (a) there has not been a Material Adverse Effect, (b) Seller has conducted its business only in the ordinary course of business consistent with past practice, except for actions taken in respect of this Agreement.

Section 2.6. Employee Benefit Plans.For the past three (3) years, the Seller has not maintained, established, sponsored, participated in or contributed to any employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Section 2.7. Labor and Employment Matters.

Section 2.8. Litigation.

Section 2.9. Tax Matters.

Section 2.10. Compliance with Laws; Permits.

Section 2.11. Environmental Matters.

For purposes of this Agreement, “Environmental Law” means any federal, state or local statute, Law, or Order relating to: (i) the protection of health and safety or the environment or (ii) the handling, use, transportation, disposal, release or threatened release of any Hazardous Substance; and “Hazardous Substance” means any substance that is: (i) listed, classified, regulated or defined pursuant to any Environmental Law or (ii) any petroleum product or byproduct, asbestos-containing material, polychlorinated biphenyls or radioactive material.

Section 2.12. Intellectual Property.

Section 2.13. Properties.

Section 2.14. Material Contracts.

Section 2.15. Anticorruption. Seller, including its employees, directors, agents or other Persons acting on their behalf, have not, directly or indirectly, taken any action that would cause Seller to be in violation of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any other anticorruption or anti-bribery Laws applicable to Seller (collectively with the FCPA, the “Anticorruption Laws”). Seller, including its employees, directors, agents or other persons acting on their behalf, have not, directly or indirectly, corruptly given, loaned, paid, promised, offered or authorized payment of money or anything of value to any “foreign official” as defined in the FCPA or, in violation of Law, to any other government official, to secure any improper advantage or to obtain or retain business for any Person or to achieve any other purpose prohibited by the Anticorruption Laws. Seller has established and implemented reasonable internal controls and procedures intended to ensure compliance with the Anticorruption Laws.

Section 2.16. Insurance. Seller maintains policies of insurance, including property, fire, workers’ compensation, products liability, directors’ and officers’ liability and other casualty and liability insurance, that is in form and amount as customary for the Business and as may be additionally required under the terms of any contract or agreement. There is no claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed. There is no threatened termination of, or pending material premium increase with respect to, any such policies or bonds.

Section 2.17. Brokers; Certain Expenses. No agent, broker, investment banker, financial advisor or other firm or Person, is or shall be entitled to receive any brokerage, finder’s, financial advisors, transaction or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon agreements made by or on behalf of Seller.

Section 2.18. Adequacy of Acquired Assets; Title to Assets.

Section 2.19. Intentionally Omitted.

Section 2.20. Intentionally Omitted.

Section 2.21. Relationships With Related Persons. Seller does not own, or since the last three fiscal years has not owned, of record or as a beneficial owner, an equity interest or any other financial or profit interest in any Person that has (a) had business dealings or a material financial interest in any transaction with Seller or (b) engaged in any business in competition with Seller, except for ownership of less than one percent (1%) of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market.

Section 2.22. Solvency. For a period of six (6) months following the Closing Date, Seller shall have sufficient assets to pay its Liabilities (including its indemnification obligations under Article V) as they become due in the ordinary course of business and will have sufficient liquidity of assets, taking into account all Liabilities, to satisfy all of its indemnification obligations under Article V as they become due and owing.

Section 2.23. Books and Records. The books of account and other financial records of Seller, all of which have been made available to Buyer are materially complete and correct and represent actual, bona fide transactions and have been maintained materially in accordance with sound business practices. All of the minute books of Seller have been made available to Buyers, and contain materially accurate records of all meetings held of, and corporate action taken by, the shareholders, the board of directors and committees of the board of directors of Seller, and no meeting of any such shareholders, board of directors or committee has been held for which minutes have not been prepared or are not contained in such minute books.

Section 2.24. Correctness of Representations. No representation or warranty of Seller in this Agreement, or the Disclosure Schedule, or otherwise in connection with the transactions contemplated hereunder, contains any untrue statement of material fact or omits to state any fact necessary in order to make the statements contained therein not misleading in any material respect. Seller does not have Knowledge of any fact that has specific application to Buyer (other than general economic or industry conditions) and that may materially adversely affect the assets, business, prospects, financial condition or results of operations of Seller that has not been set forth in this Agreement or the Disclosure Schedule.

Section 2.25. Independent Investigation; Non-reliance. Seller represents that no representations or warranties have been made to Buyer other than the representations and warranties contained in this Agreement and that, in entering into the transactions contemplated by this Agreement, Seller is not relying upon any information other than that contained in this Agreement and the results of its own independent investigation.

Article III. REPRESENTATIONS AND WARRANTIES OF BUYER.

Buyer represents and warrants to Seller as follows:

Section 3.1. Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power to carry on its business as now conducted.

Section 3.2. Authority. Buyer has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Buyer and, assuming due authorization, execution and delivery of this Agreement by Seller, constitutes a legal, valid and binding agreement of Buyer, enforceable in accordance with its terms against Buyer, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and by general principles of equity.

Section 3.3. Consents and Approvals. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby require no consent, approval, authorization or filing with or notice to any Governmental Authority other than any actions or filings the absence of which are not reasonably likely to prevent, materially delay or materially impair the ability of Buyer to consummate the transactions contemplated by this Agreement.

Section 3.4. Non-Contravention. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated by this Agreement do not and will not (with or without notice or lapse of time or both) (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of Buyer; (ii) assuming compliance with the matters referred to in Section 3.3, contravene, conflict with or result in a violation or breach of any Law or Order; or (iii) require any consent or approval under, violate, conflict with, result in any breach of any loss of any benefit under, or constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract to which Buyer is a party, or by which its properties or assets may be bound or affected, with such exceptions, in the case of each of clauses (ii) and (iii) of this section, as would not reasonably be expected to prevent, materially delay or materially impair the ability of Buyer to consummate the transactions contemplated by this Agreement.

Section 3.5. Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Section 3.6. Brokers; Certain Expenses. No agent, broker, investment banker, financial advisor or other firm or Person, is or shall be entitled to receive any brokerage, finder’s, financial advisors, transaction or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon agreements made by or on behalf of Buyer.

Section 3.7. Correctness of Representations. No representation or warranty of Buyer in this Agreement, or the Disclosure Schedule, or otherwise in connection with the transactions contemplated hereunder, contains any untrue statement of material fact or omits to state any fact necessary in order to make the statements contained therein not misleading in any material respect. Buyer does not have Knowledge of any fact that has specific application to Seller (other than general economic or industry conditions) and that may materially adversely affect the assets, business, prospects, financial condition or results of operations of Seller that has not been set forth in this Agreement or the Disclosure Schedule.

Section 3.8. Independent Investigation; Non-reliance. Buyer represents that no representations or warranties have been made to Seller other than the representations and warranties contained in this Agreement and that, in entering into the transactions contemplated by this Agreement, Buyer is not relying upon any information other than that contained in this Agreement and the results of its own independent investigation.

Article IV. COVENANTS.

Section 4.1. Non-Competition and Non-Solicitation.

Section 4.2. Press Releases. Buyer and Seller shall consult with each other before issuing any press release or making any other public statement with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or make any such other public statement without the consent of the other party, which shall not be unreasonably withheld, except as such release or statement may be required by Law or any listing agreement with or rule of any national securities exchange, in which case the party required to make the release or statement shall consult with the other party about, and allow the other party reasonable time (to the extent permitted by the circumstances) to comment on, such release or statement in advance of such issuance, and the party will consider such comments in good faith.

Section 4.3. Employment of Active Employees by Buyer.

Section 4.4. Salaries and Benefits.

Section 4.5. Certain Taxes. Except as set forth in Section 4.6 and Section 4.13, payment of All Taxes Resulting From Sale of Assets by Seller. Seller shall pay in a timely manner all Taxes resulting from or payable in connection with the sale of the Acquired Assets pursuant to this Agreement, regardless of the Person on whom such Taxes are imposed by Laws. Under no circumstances shall this Section 4.5. be interpreted to (a) obligate Seller to pay the income Taxes of any of its stockholders or (b) create any rights, as a third party beneficiary or otherwise, in favor of any Person other than Buyer or Seller

Section 4.6. Transfer Taxes. All transfer, sales, use, registration, documentary, stamp, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement, if any, shall be borne and paid by Buyer when due. Buyer shall, at its own expense, timely file any tax return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

Section 4.7. Payment of Other Retained Liabilities. In addition to payment of Taxes pursuant to Section 4.5., Seller shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities.

Section 4.8. Removing Excluded Assets. Seller shall use its best efforts to remove all Excluded Assets from all facilities of the Business to be occupied by Buyer after the Closing. Such removal shall be done in such manner as to avoid any damage to such facilities and other properties to be occupied by Buyer and any disruption of the business operations to be conducted by Buyer after the Closing. Any damage to the Acquired Assets or to such facilities resulting from such removal shall be paid by Seller at the Closing. Should Seller fail to remove the Excluded Assets as required by this provision, Buyer shall have the right, but not the obligation, (a) to remove the Excluded Assets at Seller’s sole cost and expense; or (b) to store the Excluded Assets and to charge Seller all storage costs associated therewith. Seller promptly shall reimburse Buyer for all costs and expenses incurred by Buyer in connection with any Excluded Assets not removed by Seller on or before the Closing Date. No breach of this Section 4.8 shall be deemed a breach of this Agreement.

Section 4.9. Reports and Returns. After the Closing, Seller and Buyer promptly shall cooperate with one another to prepare and file all reports and returns required by Laws relating to the business of Seller as conducted using the Acquired Assets, to and including the Closing.

Section 4.10. Customer and Other Business Relationships. After the Closing, Seller will reasonably cooperate with Buyer in its efforts to continue and maintain for the benefit of Buyer those business relationships of Seller existing prior to the Closing and relating to the Business, including relationships with employees, regulatory authorities, licensors, customers, suppliers and others, and Seller will satisfy the Retained Liabilities in a manner that is not detrimental to any of such relationships. Seller will refer to Buyer all inquiries relating to the Business. Seller shall not, and shall use its commercially reasonable efforts to be sure that none of its officers, employees, agents or stockholders, take any action that would tend to diminish the value of the Acquired Assets after the Closing or that would interfere with the Business, including disparaging the name of the Business.

Section 4.11. Retention of and Access to Records. After the Closing Date, Buyer shall retain for a period consistent with Buyer’s record-retention policies and practices those records of Seller delivered to Buyer. Seller shall have the right to retain copies of any and all such records for all legitimate purposes of Seller, including preparation of financial statements and tax returns. Buyer also shall provide reasonable access thereto, during normal business hours and on at least three days’ prior written notice, to enable them to prepare financial statements or tax returns or deal with tax audits. After the Closing Date, Seller shall provide Buyer reasonable access to records that are Excluded Assets, during normal business hours and on at least three days’ prior written notice, for any reasonable business purpose specified by Buyer in such notice. Prior to the destruction of any records of Seller delivered to Buyer, Buyer shall notify Seller of such proposed destruction and shall offer Seller the option, exercisable within thirty (30) days after Seller’s receipt of such notice, to retake possession and ownership of any such Records.

Section 4.12. Restrictions on Seller Dissolutions or Distributions. Seller shall not dissolve, or make any distribution of the proceeds received pursuant to this Agreement, until Seller’s payment, or adequate provision for the payment, of all of its obligations pursuant to Sections 4.5 and 4.6. As used in this Section 4.12, “adequate provision for payment” shall include any agreement by one or more stockholders of Seller to assume and agree to pay, discharge, and satisfy such obligations as they become due.

Section 4.13. Bulk Sales. Buyer covenants to pay in a timely manner any bulk sales Tax as a result of the transactions contemplated hereunder.

Section 4.14. Effect of Investigation. Either party’s right to indemnification or other remedy based on the representations, warranties, and covenants of the other party contained herein will not be affected by any investigation conducted by either party with respect to, or any knowledge acquired by such party at any time, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, or covenant.

Section 4.15. Conduct of Business. From and after the Effective Date of this Agreement until the Closing, Seller (i) shall operate its business and maintain Acquired Assets in the ordinary course consistent with past practice, (ii) shall not sell or otherwise dispose of, transfer or agree to sell, transfer or dispose of any of the Acquired Assets, except in the ordinary course of business consistent with past practices; and (iii) shall promptly advise Buyer before entering into or modifying in any material respect any Material Contracts or incurring any material obligations outside of the ordinary course of business consistent with past practices.

Article V. INDEMNIFICATION.

Section 5.1. Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer and its respective directors, officers, employees and agents (collectively, the “Buyer Indemnitees”) from and against any and all losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, Buyer Indemnitees based upon, arising out of or in connection, with respect to or by reason of:

Section 5.2. Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller and its respective directors, officers, employees and agents (collectively, the “Seller Indemnitees”) from and against any and all Losses, incurred or sustained by, or imposed upon, Seller Indemnitees based upon, arising out of, with respect to or by reason of:

Section 5.3. Survival of Representations and Warranties. All representations. warranties, and covenants made in this Agreement or in connection with the transactions contemplated in this Agreement shall survive the Closing until the twenty four (24) month anniversary of the Closing Date; provided, however, that the representations and warranties in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.17 (Brokers), Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.6 (Brokers) (collectively, the “Fundamental Representations”), shall survive until 60 days after the expiration of the applicable statute of limitations. All covenants and agreements of the parties contained herein that by their nature are to be satisfied, performed or fulfilled from and after the Closing, shall survive the period of time explicitly specified therein and, if not explicitly specified, indefinitely.

Section 5.4. Certain Limitations.

Section 5.5. Indemnification Procedure.

Article VI. CONDITIONS TO CLOSING

Section 6.1. Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority (collectively, a “Governmental Order”) which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

Section 6.2. Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer's waiver, at or prior to the Closing, of each of the following conditions:

Section 6.3. Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller's waiver, at or prior to the Closing, of each of the following conditions:

Article VII. TERMINATION

Section 7.1. Termination. This Agreement may be terminated at any time prior to the Closing:

Section 7.2. Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:

Article VIII. MISCELLANEOUS.

Section 8.1. Entire Agreement; Assignment; Amendments. This Agreement (including the Disclosure Schedule and the exhibits to this Agreement) and the Confidentiality Agreement constitute the entire agreement and supersede all oral agreements and understandings and all written agreements prior to the date hereof between or on behalf of the parties with respect to the subject matter hereof. This Agreement shall not be assigned by any party by operation of law or otherwise without the prior written consent of the other parties hereto. This Agreement may be amended only by a writing signed by each of the parties, and any amendment shall be effective only to the extent specifically set forth in that writing.

Section 8.2. Severability; Expenses; Further Assurances. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible. Except as otherwise specifically provided in this Agreement, each party shall be responsible for the expenses it may incur in connection with the negotiation, preparation, execution, delivery, performance and enforcement of this Agreement. The parties shall from time to time do and perform any additional acts and execute and deliver any additional documents and instruments that may be required by Law or reasonably requested by any party to establish, maintain or protect its rights and remedies under, or to effect the intents and purposes of, this Agreement.

Section 8.3. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) upon confirmation of receipt by the addressee, if such notice or communication is delivered via facsimile or e-mail to the facsimile telephone number or e-mail address, as applicable, specified in this Section 8.3 or (b) upon receipt at address of the addressee specified in this Section 8.3, if such notice or communication is delivered by U.S. mail, courier or other physical delivery service. The addresses for such notices and communications shall be as follows: