UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A





(Amendment
No. 1)





[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934





For the
fiscal year ended December 31,
2019





[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934





For the
transition period -------------- to
-------------------





Commission
File Number: 0-28666





American Bio
Medica Corporation


(Exact name of registrant as
specified in its charter)





New
York
14-1702188(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification
No.)





122 Smith
Road
Kinderhook, New
York
12106(Address of principal executive
offices)
(Zip Code)





Registrant’s telephone number
(including area code): (518)
758-8158





Securities registered pursuant to
Section 12(b) of the Act:





Title of each
class
Trading
Symbol(s)
Name of each
exchange on which registeredCommon Stock
ABMC
OTC Markets
Pink





Securities registered pursuant to
Section 12(g) of the Act: None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.  ☐ Yes  ☒ 
No





Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13
or Section 15(d) of the Act. ☐ Yes  ☒
No





Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
☒ Yes ☐
No





Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File
required to be submitted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit
such files). ☒ Yes ☐ No





Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K (§ 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ☒





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company, or an
emerging growth company. See the definitions of “large
accelerated filer”, “accelerated filer” and
“smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange
Act.





Large accelerated
filer
☐
Accelerated
filer
☐Non-accelerated
filer
☐
Smaller reporting
company
☒Emerging growth
company
☐





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2of the
Act). ☐
Yes ☒ No





The aggregate market value of
24,745,572 voting Common Shares held by non-affiliates of the
registrant was approximately $1,732,000 based on the last sale
price of the registrant’s Common Shares, $.01 par value, as
reported on the OTC Pink Open Marketplace on June 30,
2019.





As of
July 24, 2020 the registrant had outstanding 35,953,476 Common
Shares, $.01 par value.




















EXPLANATORY NOTE





This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends
the Annual Report on Form 10-K for the year ended December 31, 2019
(the “2019 Form 10-K”) of American Bio Medica
Corporation (the “Company”) as filed with the
Securities and Exchange Commission (the “SEC”) on June
26, 2020. We are filing this Amendment to amend Part III of the
2019 Form 10-K to include the information required by and not
included in Part III of the 2019 Form 10-K because our definitive
proxy statement has not been filed within 120 days of the end of
the 2019 Fiscal Year.





In
addition, the Exhibit Index in Item 15 of Part IV of the 2019 Form
10-K is hereby amended and restated in its entirety and currently
dated certifications required under Section 302 of the
Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment.
Because no financial statements are contained within this
Amendment, we are not filing currently dated certifications
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.





Except
as described above, no other changes have been made to the 2019
Form 10-K. The 2019 Form 10-K continues to speak as of the date of
the 2019 Form 10-K, and we have not updated the disclosures
contained therein to reflect any events which occurred at a date
subsequent to the filing of the 2019 Form 10-K other than as
expressly indicated in this Amendment











2





American Bio Medica Corporation





Index to Annual Report on Form 10-K


For the year ended December 31, 2019





PART III
PAGEItem
10.
Directors,
Executive Officers, and Corporate Governance
4Item
11.
Executive
Compensation
9Item
12.
Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters
12Item
13.
Certain
Relationships and Related Transactions, and Director
Independence
15Item
14.
Principal
Accounting Fees and Services
16PART IVItem
15.
Exhibits, Financial
Statement Schedules
17Item
16.
Form 10-K
SummarySIGNATURES

19





3


PART III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE





The
current bylaws of the Company allow for a classified or staggered
board. The Company’s Board of Directors is divided into three
classes serving staggered terms. During the year ended December 31,
2019, the Company’s Board of Directors was fixed at five (5)
members. On January 10, 2020, Diane Generous resigned from her
position on the Board of Directors. Ms. Generous served as a Class
II director and her term was set to expire in 2020. Upon Ms.
Generous’s resignation, the Company’s Board of
Directors was fixed at four (4) members.





Name
Age
Position(s) held
Director SinceJean
Neff
77
Director and
Corporate Secretary
2008Melissa
A. Waterhouse
49
Chief
Executive Officer, Principal Financial Officer and
Director
2014Chaim
Davis
42
Director and
Chairman of the Board
2017Peter
Jerome
51
Director
2018





The
principal occupation and business experience during at least the
last five years of the four current directors and Diane Generous (a
member of the Board of Directors until January 10, 2010) is set
forth below.





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, sales and management making her well qualified as a
member of the Board.





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.





Chaim Davis was
appointed to our Board of Director in June 2017 and was appointed
as Chairman of the Board of Directors in March 2018. Since July
2005, Mr. Davis has been the Managing Member of Revach Group, LLC
and general partner of Revach Fund L.P. (“Revach”), a
sector-specific life science fund focusing on micro to mid cap
companies, which he founded in 2005. He has also served as a
consultant to other hedge funds including Gem Partners, KOM Capital
Management and Maot Group. From 2013 until 2018, Mr. Davis served
on the Board of Directors of Entera Bio (ENTX), a clinical stage
biopharmaceutical company. Mr. Davis received his B.A. from
Columbia University.





Peter Jerome was
appointed to our Board of Directors in January 2018. Since February
2016, Mr. Jerome has been the Senior Director, Finance of Taconic
Biosciences, Inc., a company that develops and produces animal
research models for pharmaceutical and biotechnology companies
worldwide. Prior to his position with Taconic Biosciences, Inc.,
Mr. Jeromeserved as the Chief Financial Officer for CMP Pharma,
Inc., a niche pharmaceutical company and Chief Financial Officer
for Tyratech, Inc., a life science company. Mr. Jerome received his
B.S in accounting and computer information systems from Manhattan
College and has been a certified public accountant since
1994.





Diane J. Generous
was appointed to our Board of Directors in December 2014. Ms.
Generous is the daughter of Edmund Jaskiewicz, our President and
Chairman Emeritus. Ms. Generous is an attorney with over 25 years
in strategic fundraising, development and advocacy communications.
She received her JD from George Washington University and her BA in
Economics from Duke University. Since January 2005, she has been a
principal of Generous Associates, a consulting firm that provides
political and non-profit strategies and fundraising services. Ms.
Generous resigned from the Board of Directors on January 10,
2020.





4


Executive Officer





As of
the date of this report and throughout the year ended December 31,
2019, our sole executive officer is Melissa A. Waterhouse. Edmund
Jaskiewicz continues to serve as the President of the corporation,
however, he is not in charge of any principal business unit,
division or function within the company, and he does not perform
any policy making function. Ms. Waterhouse also serves as a member
of our Board of Directors and her biography can be found under the
previous disclosure regarding director biographies.





Additional Senior Management





In
addition to Ms. Waterhouse, the following table sets forth the
names, ages, positions/offices held, the term of the
positions/offices held of additional senior management. Douglas
Casterlin retired from his position of Vice President, Operations
in November 2019.





Name
Age
Position(s) held
SinceScott
D. Hutton, Ph.D.
63
Vice
President, Sales & Marketing
2014Lawrence
Ferringo
44
Vice
President, Manufacturing and Research
2019





Scott D. Hutton, Ph.D. re-joined us in
2014; however, he has over 10 years of service with ABMC. He was
appointed as Director of Sales & Marketing in November 2014 and
as Vice President of Sales and Marketing in November 2016. Dr.
Hutton has 20 years of experience in the drug testing industry, and
has negotiated numerous state contracts as well as contracts with
Fortune 500 Companies. Prior to being in the drug testing industry,
Dr. Hutton had over 15 years of law enforcement and corrections
management experience.





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.





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 three regular meetings during the year
ended December 31, 2019. Each director attended 100% of the
meetings of the Board of Directors in the year ended December 31,
2019.





Directors are
expected to prepare themselves for and attend all meetings of the
Board of Directors, Annual Meetings of Shareholders and the
meetings of the committees on which they serve, with the
understanding that on occasion a director may be unable to attend a
meeting. Jean Neff was unable to attend our Annual Meeting of
Shareholders held in June 2018.





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 Chaim Davis serves as our Chairman
of the Board.





5





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 on the discussion to the full Board of
Directors. This enables the Board of Directors and its committees
to coordinate the risk oversight role and consult with management
about implementation of appropriate risk management and mitigation
measures. Our Board of Directors also administers its risk
oversight function through the required approval by the Board (or a
committee of the Board) of significant transactions and other
material decisions, and regular periodic reports from the
Company’s independent registered public accounting firm and
other outside consultants regarding various areas of potential
risk, including, among others, those relating to our internal
controls and financial reporting.





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 the copies of such forms furnished to the
Company as of the date of this report, all executive officers and
directors complied with all Section 16(a) requirements during the
year ended December 31, 2019. We are unable to confirm that all ten
percent (10%) beneficial holders complied with all Section 16(a)
requirements during the year ended December 31, 2019.





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 “Corporate” and the 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





The
Nominating Committee currently consists of three members, all of
which the Board has determined are independent as defined by NASDAQ
listing requirements and SEC rules and regulations. Throughout the
year ended December 31, 2019, the Nominating Committee consisted of
three members, Diane Generous, Jean Neff and Chaim Davis. Until her
resignation on January 10, 2020, Ms. Generous served as the
Committee Chair. As of the date of this report, the Nominating
Committee consists of two (2) members, Jean Neff and Chaim Davis;
neither Jean Neff nor Chaim Davis serves as the Chair given the
small size of the committee.





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 “Corporate” 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.





6





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





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





The
Nominating Committee’s methods for identifying candidates for
election to the Board of Directors (other than those proposed by
the Company’s shareholders, as discussed below) include the
solicitation of ideas for possible candidates from a number of
sources, including: members of the Board of Directors, the
Company’s executives, individuals personally known to the
members of the Board of Directors and other research. The
Nominating Committee also has authority to select and compensate a
third-party search firm to help identify candidates, if it deems it
advisable to do so. The Nominating Committee met one (1) time in
the year ended December 31, 2019. All members of the Nominating
Committee attended this meeting.





Audit Committee





The OTC Pink Marketplace does not have
requirements related to audit committee composition or audit
committee charters. Throughout the year ended December 31, 2019,
the Audit Committee consisted of four (4) members, Peter Jerome,
Diane Generous, Jean Neff and Chaim Davis. Upon the resignation of
Diane Generous in January 2020 and as of the date of this report,
the Audit Committee consists of three (3) members, all 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).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 “Corporate” 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 times and informally met several times
in the year ended December 31, 2019. The Audit Committee charter
requires four (4) Audit Committee meetings per year. In the year
ended December 31, 2019, Jean Neff attended 50% of the formal
meetings and Diane Generous, Chaim Davis and Peter Jerome 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 principles in
connection with the accounting for estimates, accruals 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 respect 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.





7





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 statements 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
principles upon completion of their audit.





In this
context, the Audit Committee reviewed and discussed with management
and the independent public accountants the Company’s audited
financial statements for the year ended December 31, 2019 (the
“Audited Financial Statements”). 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 adopted by the Public Company Accounting
Oversight Board in Rule 3200T. In addition, the Audit Committee has
received the written disclosures and the letter from the
independent registered public accountants required by applicable
requirements of the Public Company Accounting Oversight Board
regarding the independent registered public accountant’s
communications with the audit committee concerning independence,
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 recommended to the Board of
Directors that the Audited Financial Statements be included in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2019, 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.





The
Audit Committee





Peter
Jerome, Chairman


Jean
Neff


Diane
J. Generous*


Chaim
Davis





*Ms.
Generous served on the Audit Committee until her resignation from
the Board of Directors on January 10, 2020.





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).





8





ITEM
11. EXECUTIVE COMPENSATION





EXECUTIVE COMPENSATION





The
following table sets forth for the years ended December 31, 2019
and December 31, 2018, the compensation paid by the Company to its
principal executive officer (“PEO”) and also the
“Named Executive Officer”. Ms. Waterhouse was the sole
executive officer in both the years ended December 31, 2019 and
December 31, 2018. 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, 2019.





Name
and principal position
Year
Ended
Salary
($)
All
Other Compensation ($)
Total
($)Melissa A.
Waterhouse
12/31/19
$144,000(2)
$25,475(3)
$169,475Chief Executive
Officer/Principal Financial Officer
12/31/18
$138,855(4)
$25,235(5)
$164,090





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 salary in the year ended December 31, 2019 was
$160,000 under her employment contract; however in the year ended
December 31, 2019, 10% of Ms. Waterhouse’s salary was
deferred through December 31, 2019. As of December 31, 2019, the
Company owed Ms. Waterhouse approximately $99,000 in deferred
compensation. This amount is 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 were
made on the deferred compensation in years prior to the year ended
December 31, 2018.





3)
 Consists of $25,328
for health insurance premiums and $147 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.





4)
 Ms.
Waterhouse’s salary in the year ended December 31, 2018 was
$160,000 under her employment contract; however in the year ended
December 31, 2018, 20% of Ms. Waterhouse’s salary was
deferred through September 30, 2018 and 10% of her salary was
deferred from October 1, 2018 through December 31, 2018. As
December 31, 2018, the Company owed Ms. Waterhouse approximately
$83,000 in deferred compensation.





5)
 Consists of $25,087
for health insurance premiums and $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.





Narrative Disclosure Related to Summary Compensation





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





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





1)
 If she is required
to relocate by the Company or its Board of Directors more than 50
miles from the Company’s New York corporate facility as a
condition of continued employment; or





9





2)
 If there is a
substantial change in the responsibilities normally assumed by a
Chief Executive Officer or Principal Financial Officer at the
direction of the Board of Directors.





In
addition, the Company provides Ms. Waterhouse with the same
benefits offered to other employees, including long-term disability
and life insurance, at the Company’s expense. Ms.
Waterhouse’s employment agreement also contains a change 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.





COMPENSATION OF DIRECTORS





DIRECTOR COMPENSATION(1)





Name
Fees
Earned or
Paid
in Cash
($)(2)
Option
Awards
($)
Stock
Awards
($)
All
Other Compensation ($)
Total
($)Diane J.
Generous
$5,000(3)
$1,165(4)
$3,250(5)
$0
$9,415Jean
Neff
$2,500(6)
$1,165(4)
$2,000(7)
$0
$5,665Chaim
Davis
$0(8)
$1,165(4)
$8,500(9)
$0
$9,665Peter
Jerome
$5,000(3)
$1,165(4)
$3,250(5)
$0
$9,415





1)
 There were no
Non-Equity Incentive Plan Compensation, or Non-Qualified Deferred
Compensation Earnings issued or earned by members of the Board of
Directors in the year ended December 31, 2018. These columns have
been omitted.





2)
 This figure does
not include any reimbursed out-of-pocket expenses related to a
Director’s attendance at a meeting of the Board of Directors
or committee of the Board of Directors.





3)
 Includes fees paid
in cash for attendance of two regularly scheduled, in person
meetings of the Board of Directors.





4)
 The aggregate grant
date fair value of an option to purchase 20,000 common shares,
computed in accordance with Financial Accounting Standards Board
(“FASB”) ASC Topic 718 was $0.0582, and the value of
the options totaled $1,165. The fair value of the stock option
grant issued was estimated utilizing the Black-Scholes
option-pricing model using the following weighted average
assumptions: dividend yield of 0%; risk-free interest rate of
2.01%; expected life of 10 years; and stock price volatility of
84.7%.





5)
 Payment in
restricted stock in lieu of cash for attendance at one regularly
scheduled, in-person meeting of the Board of Directors. The fair
value of the restricted shares was computed in accordance with FASB
ASC Topic 718 as full value awards using the volume weighted
average price (VWAP) for the ten days preceding the meeting date to
determine the value of the shares issued.





6)
 Includes fees paid
in cash for telephonic attendance of two regularly scheduled, in
person meetings of the Board of Directors.





7)
 Payment in
restricted stock in lieu of cash for telephonic attendance at one
regularly scheduled, in-person meeting of the Board of Directors.
The fair value of the restricted shares was computed in accordance
with FASB ASC Topic 718 as full value awards using the volume
weighted average price (VWAP) for the ten days preceding the
meeting date to determine the value of the shares
issued.





8)
 Mr. Davis received
all of his board meeting attendance fees in restricted common
shares in lieu of cash.





9)
 Payment in
restricted stock in lieu of cash for attendance at three regularly
scheduled, in-person meeting of the Board of Directors; one of
which was attended telephonically by Mr. Davis. The fair value of
the restricted shares was computed in accordance with FASB ASC
Topic 718 as full value awards using the volume weighted average
price (VWAP) for the ten days preceding each meeting date to
determine the value of the shares issued.








10





NOTE:
Melissa A. Waterhouse does not receive any compensation for her
services as a member of the Board of Directors, or her attendance
at meetings of the Board of Directors.





Narrative to Director Compensation Table





Throughout the year
ended December 31, 2019, directors who are not employees
(“Non-Employee Directors”) of the Company received a
fee of $2,500 per meeting for attending meetings of the Board of
Directors in person and were 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 received 50% of this compensation, or $1,250. Three
regular in-person meetings were held during the year ended December
31, 2019. However, the board informally met telephonically several
times throughout the year ended December 31, 2019.





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 telephonic meetings of the Board of Directors or meetings
of the Committees of the Board of Directors.





On
March 22, 2018, the Non-Employee Directors agreed, and the Board of
Directors therefore resolved, to offer a director compensation
structure for attendance at meetings of the Board of Directors that
would consist of payment in cash only, restricted common shares of
Company stock or a combination of both; solely at the option of the
Non-Employee director. On October 10, 2019, all members of the
Board of Directors agreed to only be paid restricted shares in lieu
of cash for the following twelve months. In the year ended December
31, 2019, Chaim Davis was paid all of this board meeting attendance
fees in shares of restricted stock in lieu of cash. Members Jean
Neff and Peter Jerome (along with Diane Generous until her
resignation on January 10, 2020) were paid for attendance of two
board meetings in cash and the final meeting in the year ended
December 31, 2019 in restricted shares of common stock in lieu of
cash.





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





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 time in
the year ended December 31, 2019. All members attended the formal
meeting.





Throughout
the year ended December 31, 2019, the Compensation Committee
consisted of three members, Diane Generous, Jean Neff and Chaim
Davis. Upon the resignation of Diane Generous in January 2020 and
as of the date of this report, the Compensation Committee consists
of two members, 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, 2019 served as an officer or employee of the Company
or had any relationship requiring disclosure by the Company (except
that Diane J. Generous is the daughter of the former Chairman of
our Board of Directors and President of the Corporation, Edmund
Jaskiewicz).





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.





11





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 rewards 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. 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.





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, 2019, 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 and determined Melissa A.
Waterhouse’s compensation.





THE
COMPENSATION COMMITTEEJean
Neff, ChairDiane
J. Generous*Chaim
Davis


*Ms.
Generous served on the Compensation Committee until her resignation
from the Board of Directors on January 10, 2020.





ITEM
12.
 SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS





Certain
information required by this item is contained within Part II, Item
5.Market for
Registrant’s Common Equity, Related Stockholders Matters and
Issuer Purchases of Equity Securities in the Annual Report on Form
10-K filed with the SEC on June 26, 2020.





12





Outstanding Equity Awards at Fiscal Year-End





The
following table sets forth information concerning the outstanding
equity awards of the Named Executive Officer at year-end December
31, 2019:





OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
AWARDS(1)Name
Number
of Securities
Underlying
Unexercised
Options
(#)
Exercisable(2)
Number
of Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Option
Exercise Price
($)
Option
Expiration
DateMelissa A.
Waterhouse
25,000
0
$0.09
12/31/20Chief Executive
Officer (PEO)
25,000
0
$0.26
02/21/23Principal Financial
Officer
200,000
0
$0.14
06/25/23250,000
0
$0.12
06/29/25750,000
0
$0.11
01/29/26





1)
 No Stock Awards
were outstanding for the Named Executive Officer in the year ended
December 31, 2019, and therefore the Stock Awards portion of the
table has been omitted. Furthermore, because there were no Equity
Incentive Plan Awards outstanding for the Named Executive Officer,
this column was omitted as well.





2)
 Includes options
that are exercisable within 60 days of July 24, 2020.





Information Related to Non-Employee Director Stock Options
Outstanding as of December 31, 2019





Name
Number of Securities Underlying Unexercised Options (#)
Exercisable(1)
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
Option
Exercise Price($)
Option
Expiration DateDiane J.
Generous
20,000
0
$0.12
06/19/2520,000
0
$0.15
06/24/2620,000
0
$0.13
06/15/2720,000
0
$0.10
06/21/2820,000
0
$0.07
06/20/29Jean
Neff
20,000
0
$0.12
06/19/2420,000
0
$0.12
06/19/2520,000
0
$0.15
06/24/2620,000
0
$0.13
06/15/2720,000
0
$0.10
06/21/2820,000
0
$0.07
06/20/29Chaim
Davis
50,000(2)
0
$0.18
04/23/2320,000
0
$0.10
06/21/2820,000
0
$0.07
06/20/29Peter
Jerome
20,000
0
$0.10
06/21/2820,000
0
$0.07
06/20/29





1)
 Includes options
exercisable within 60 days of July 24, 2020, or as of September 24,
2020.





2)
 The option grant
issued to Mr. Davis was granted on April 26, 2013 (prior to his
appointment to the Board of Directors) in connection with
consulting services provided to the Company. The option vested over
2 years in equal installments and was fully vested as of April 26,
2015.








13


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT





As of
July 24, 2020 there were 35,953,476 common shares outstanding. The
following table sets forth, as of July 24, 2020, the beneficial
ownership of the Company's common shares by (i) each director, (ii)
each nominee for director, (iii) the Named Executive Officer, (iv)
all directors and executive officers of the Company as a group, and
(v) each shareholder, known to management of the Company, to
beneficially own more than five percent (5%) of the outstanding
common shares.





The
number and percentage of shares beneficially owned is determined
under the rules of the United States Securities and Exchange
Commission (“SEC”), and the information is not
necessarily indicative of beneficial ownership for any other
purpose. Under such rules, beneficial ownership includes any shares
as to which the individual has sole or shared voting power or
investment power and also any shares which the individual has the
right to acquire within sixty (60) days after July 24, 2020 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.





Title
of Class
Name
and Address
of
Beneficial Owner
Amount
and Nature
of
Beneficial Ownership
Percent
of ClassCommon
Chaim
Davis
3,309,047(1)
9.18%Common
Melissa A.
Waterhouse
1,250,000(2)
3.36%Common
Jean
Neff
186,226(3)
*Common
Peter
Jerome
120,610(4)
*Common
Directors and
Executive Officers as a group (5 persons)
4,865,883(5)
12.99%Common
MP Biomedicals
LLC
4,738,601(6)
13.18%Common
John J.
Moroney
2,481,608(7)
6.90%Common
Stuart
Sternberg
2,428,671(8)
6.76%


*
 Less than one
percent (1%).





(1)  Includes 215,838
shares issued to Chaim Davis in connection with his attendance at
meetings of our Board of Directors in the years ended December 31,
2018 and December 31, 2019 and meetings of our Board of Directors
(as of the date of this report) held in the year ending December
31, 2020, as well as 2,978,486 shares in the name of Revach Fund,
LP. (Chaim Davis is a managing member of Revach Group, LLC which
operates as the general partner of the Revach Fund, LP). Also
includes 24,723 shares held by Mr. Davis directly prior to his
appointment to our Board of Directors and 90,000 common shares
subject to stock options exercisable within 60 days of July 24,
2020.





(2)  Includes 1,250,000
common shares subject to stock options exercisable within 60 days
of July 24, 2020.





(3)  Includes 66,226
shares issued to Jean Neff in connection with her attendance at
meetings of our Board of Directors in the year ended December 31,
2019 and meetings of our Board of Directors (as of the date of this
report) held in the year ending December 31, 2020, as well as
120,000 common shares subject to stock options exercisable within
60 days of July 24, 2020.





(4)  Includes 80,610
shares issued to Peter Jerome in connection with his attendance at
meetings of our Board of Directors in the year ended December 31,
2019 and meetings of our Board of Directors (as of the date of this
report) held in the year ending December 31, 2020, as well as
40,000 common shares subject to stock options exercisable within 60
days of July 24, 2020.








14





(5)  Includes an
aggregate of 1,500,000 common shares subject to stock options
exercisable within 60 days of July 24, 2020.





(6)  Information based
on the last Section 16(a) filing made by MP Biomedicals LLC on
December 22, 2015.The last known address
for MP Biomedical LLC is 3 Hutton Centre Drive, Suite 100, Santa
Ana, California 92707.





(7)  Information based
on last Schedule 13G/A filed by John J. Moroney, a principal of
Landmark Pegasus, Inc. on April 27, 2020. The address for Mr.
Moroney (indicated on the Schedule 13G/A) is 118 Pegasus Drive,
Jupiter, FL 33477.





(8)  Information based
on the last Schedule 16G filed by Stuart Sternberg on June 24,
2020. The address for Mr. Sternberg (indicated on the Schedule 13G)
is 85 Bellevue Avenue, Rye NY 10580.





Note:
Diane Generous resigned from the Board of Directors on January 10,
2020. Given this, the Company cannot confirm the beneficial
ownership of Ms. Generous as of the date of this
report.





ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE





The
Company, through its Board of Directors, attempts to review all
related party transactions to ensure fairness to the Company and
proper disclosure under SEC rules. Additionally, the Board of
Directors conducts annual reviews of each director to determine
such director’s independence. We also require our executive
officers and directors to complete a questionnaire that is intended
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 provisions
related to actual or apparent conflicts of interest between
personal and professional relationships. A copy of the
Company’s Code of Ethics can be found on its website located
at www.abmc.com as
noted under “Code of Ethics”.





Independent Directors





Our
common shares are currently trading on the OTC Markets, Inc., under
their OTC Pink Open Marketplace. The OTC Pink Marketplace offers
trading in a wide range of equities through any broker. Through the
year ended December 31, 2019, were classified as an OTC Pink
company with “current information”. Companies with this
designation follow the International Reporting Standard and make
their filings publicly.





Due to
the global Covid-19 pandemic, we were late in filing our Annual
Report on Form 10-K for the year ended December 31, 2019 (it was
filed on June 26, 2020) and we are also late in filing our Form
10-Q for the period ended March 31, 2020 (it has not yet been filed
as of the date of this report). We are making every effort to
become current with our periodic reporting requirements so we can
once again attain the designation of being “current” in
our reporting requirements.





Although the OTC
Pink Marketplace does not have requirements related to director
independence, we use NASDAQ’s listing standards and SEC rules
and regulations to determine the independence of our
directors.





For a
director to be independent under NASDAQ listing standards, the
director must be a person other than an executive officer or
employee of the company or its subsidiaries or any other individual
having a relationship, which, in the opinion of the Company's Board
of Directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. Under
NASDAQ’s listing standards, a “Family Member”
means a person’s spouse, parents, children and siblings,
whether by blood, marriage or adoption, or anyone residing in such
person’s home. The following persons cannot be considered
independent:





●
 a director who is,
or at any time during the past three (3) years was, employed by the
Company;


●
 a director who
accepted or who has a Family Member who accepted any compensation
from the Company in excess of $120,000 during any period of twelve
(12) consecutive months within the three (3) years preceding the
determination of independence, other than the following: (i)
compensation for board or board committee service; (ii)
compensation paid to a Family Member who is an employee (other than
an executive officer) of the Company; or (iii) benefits under a
tax-qualified retirement plan, or non-discretionary
compensation.





15





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





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


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


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


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





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





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


●
 be an affiliated
person of the Company.





The
Board of Directors has determined that Jean Neff Chaim Davis, Peter
Jerome (and Diane Generous up until her resignation on January 10,
2020) 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 four members on
the Board of Directors. 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.





ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES





On
January 6, 2016, the Company engaged UHY, LLP (“UHY”)
as its independent registered public accounting firm to perform
audit services in connection with the Company’s year ended
December 31, 2015, and UHY has continued as the Company’s
independent registered public accounting firm since that
engagement. On April 27, 2020, the Company re-engaged UHY, LLP
(“UHY”) as its independent registered public accounting
firm to perform audit services for the year ended December 31, 2019
and to conduct reviews of unaudited quarterly financial information
through the quarter ending September 30, 2020. The decision to
engage UHY was approved by the Audit Committee of the Board of
Directors. Prior to UHY’s engagement, the Company did not
consult with UHY and receive either written or oral advice from UHY
that was an important factor considered by the Company in reaching
a decision as to the application of accounting principles to a
specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on the Company’s
financial statements. In addition, the Company had not consulted
with UHY concerning any matter that was the subject of a
disagreement or a reportable event, each as described in Item
304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K.





Audit Fees





Year Ended December 31, 2019





The
audit engagement fee for the year ended December 31, 2019 (pursuant
to our engagement letter) was $70,000 which included up to 480
audit hours. Any additional time required to complete the audit was
billed at an hourly rate up to $150/hr. As of the date of this
report, we have been billed $84,000 in connection with the audit of
the year ended December 31, 2019.





16





The
fees for review of interim financial information included in each
of the Company’s Form 10-Q’s for the year ended
December 31, 2019 (pursuant to our engagement letter) were $27,000
which included 65 review hours per quarter. Any additional time
required to complete the reviews were billed at an hourly rate of
$145. In the year ended December 31, 2019, we were billed $35,000
in connection with UHY’s review of our quarterly financial
information.





Year Ended December 31, 2018





The
audit engagement fee for the year ended December 31, 2018 (pursuant
to our engagement letter) was $66,000 which included up to 500
audit hours. Any additional time required to complete the audit
will be billed at an agreed upon hourly rate. As of the date of
this report, we have been billed $63,000 in connection with the
audit of the year ended December 31, 2018.





The
fees for the review of interim financial information included in
each of the Company’s Form 10-Q’s for the year ended
December 31, 2018 (pursuant to our engagement letter) were $27,000
which included 65 review hours. Any additional time required to
complete the reviews were billed at an agreed upon hourly rate. In
the year ended December 31, 2018, we were billed $37,000 in
connection with UHY’s review of our quarterly financial
information.





Audit Related Fees





There
were no audit related fees billed by UHY to the Company in the year
ended December 31, 2019 or December 31, 2018.





Tax Fees





We
utilized RBSM, LLP for tax engagement for the year ended December
31, 2019 at a cost of $5,000.





The tax
engagement fee from UHY for the year ended December 31, 2018 was
$9,000.





All Other Fees





There
were no other fees billed by UHY to the Company for the years ended
December 31, 2019 or December 31, 2018.





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





PART
IV





ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES





(a)           The
following documents are filed as part of this Annual Report on Form
10-K:





(1)           Our
financial statements





PAGEReport
of Independent Registered Public Accounting Firm – UHY
LLP
F-2Balance
Sheets
F-3Statements of
Operations
F-4Statements of
Changes in Stockholders’ Deficit
F-5Statements of Cash
Flows
F-6Notes
to Financial Statements
F-7





(2)           Financial
Statement Schedule





As a
smaller reporting company, we are only required to provide
financial statements required by Article 8 of Regulation S-X in
lieu of financial statements that may be required under Part II,
Item 8 of this Annual Report on Form 10-K, and these financial
statements are noted under Item 15(a)(1).








17








(b)
 Exhibits





Number

Description of
Exhibits3.5

Amended
and Restated Bylaws (1)3.51

Amended
and Restated Bylaws (2)3.7

Sixth
amendment to the Certificate of Incorporation (1)4.17

Fiscal
2001 Nonstatutory Stock Option Plan (filed as part of the
Company’s Proxy Statement for its Fiscal 2002 Annual Meeting
and incorporated herein by reference) (a)4.25

2013
Equity Compensation Plan (filed as Appendix A to the
Company’s Proxy Statement for its fiscal year ended December
31, 2012 and incorporated herein by reference)(a)4.26

Securities Purchase
Agreement(6)10.8

Lease
dated August 1, 1999/New Jersey facility (3)10.40

Employment Contract
between the Company and Melissa A. Waterhouse(4)10.43

Amendment No. 11 to
New Jersey facility lease, dated November 20, 2017(5)10.44

Amendment No. 12 to
New Jersey facility lease, dated December 24, 2019(7)31.1 &
31.2

Rule
13a-14(a)/15d-14(a) Certification of the Chief Executive
Officer/Chief Financial Officer32.1
& 32.2

Section
1350 Certification of the Chief Executive Officer/Chief Financial
Officer101

The
following materials from our Annual Report on Form 10-K for the
year ended December 31, 2019, formatted in XBRL (Extensible
Business Reporting Language): (i) Balance Sheet, (ii) Statements of
Income (iii) Statements of Cash Flows, (iv) Statements of Changes
in Stockholders’ Equity and (v) Notes to Financial
Statements.





(a)
 Indicates an
employee benefits plan, management contract or compensatory plan or
arrangement in which a named executive officer
participates.


(1)
 Filed
as the exhibit number listed to the Company’s Form 10-KSB
filed on April 15, 2002 and incorporated herein by
reference.


(2)
 Filed as the
exhibit number listed to the Company’s Current Report on Form
8-K filed on October 18, 2007 and incorporated herein by
reference.


(3)
 Filed as the
exhibit number listed to the Company’s Form 10-KSB filed on
August 11, 2000 and incorporated herein by reference.


(4)
 Filed as the
exhibit number listed to the Company’s Current Report on Form
8-K filed with the Commission on June 24, 2014.


(5)
 Filed as the
exhibit number listed to the Company’s Form 10-K filed on
April 12, 2018 and incorporated herein by reference.


(6)
 Filed as the
exhibit number listed to the Company’ Current Report on Form
8-K filed on December 26, 2018 and incorporated herein by
reference.


(7)
 Filed as the
exhibit number listed to this Annual Report on Form
10-K.





(c)
 Not
applicable.


18


SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





AMERICAN BIO MEDICA
CORPORATIONBy:
/s/ Melissa A.
WaterhouseMelissa A.
WaterhouseChief Executive
Officer (Principal Executive Officer)Principal Financial
OfficerPrincipal
Accounting Officer





Date:
July 24, 2020





In
accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the
capacities indicated on June 26, 2020:








/s/ Melissa A.
Waterhouse

Chief Executive
Officer (Principal Executive Officer)Melissa A.
Waterhouse

Principal Financial
OfficerPrincipal
Accounting Officer/s/ Chaim
Davis

Chairman of the
BoardChaim
Davis/s/ Peter
Jerome

DirectorPeter
Jerome/s/ Jean
Neff

Director and
Corporate SecretaryJean
Neff








19