Statement of Beneficial Ownership (sc 13d)
2021年6月2日 - 6:29AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. ________)*
AMERICAN
BIO MEDICA CORPORATION
(Name
of Issuer)
Common
Stock, $ .01 par value
(Title
of Class of Securities)
024600
10 8
(CUSIP
Number)
James
G. Dodrill II, Esq.
Law
Office of James G. Dodrill II, P.A.
5800
Hamilton Way
Boca
Raton, FL 33496
(561)
862-0529
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May
19, 2021
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
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CUSIP
No. 024600 10 8
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13D
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Page
2 of 4 Pages
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John
J. Moroney
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[ ]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE
VOTING POWER
2,418,608
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8.
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SHARED
VOTING POWER
0
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9.
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SOLE
DISPOSITIVE POWER
2,418,608
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10.
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SHARED
DISPOSITIVE POWER
0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,418,608
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
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14.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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CUSIP
No. 024600 10 8
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13D
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Page
3 of 4 Pages
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Preamble:
This
Schedule 13D supersedes the Schedule 13G as last amended by an amendment filed on April 27, 2020 by John J. Moroney (the “Filer”),
relating to the shares of Common Stock of American Bio Medica Corporation. This Schedule 13D is being filed because the Filer may no
longer qualify to file on Schedule 13G. See Item 4 below.
Item
1. Security and Issuer.
Name
of Issuer: American Bio Medica Corporation
Address
of Issuer’s Principal Executive Offices:
122
Smith Road
Kinderhook,
New York 12106
Title
and Class of Security:
Common
Stock, $.01 par value
Item
2. Identity and Background.
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(a)
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John
J. Moroney
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(b)
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118
Pegasus Drive, Jupiter, FL 33477
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(c)
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President,
Landmark Pegasus Inc., 118 Pegasus Drive, Jupiter, FL 33477. Landmark is a corporate finance advisory and strategic consulting firm
in the life-science and healthcare industries, established in 1983.
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(d)
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None
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(e)
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None
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(f)
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U.S.A.
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Item
3. Source or Amount of Funds or Other Consideration.
All
shares were acquired as compensation pursuant to various consulting contracts between the issuer and the Filer’s wholly owned corporation,
Landmark Pegasus Inc.
Item
4. Purpose of Transaction.
The
Filer acquired the shares as compensation pursuant to various consulting contracts between the issuer and the Filer’s wholly owned
corporation, Landmark Pegasus Inc. The last of these contracts terminated on March 1, 2019 and no services have been provided since
that time. Filer has historically been a passive investor who acquired and held the shares in the belief that they were undervalued.
Filer
has recently come to believe that the issuer’s management’s interests are not aligned with the shareholders and that the
issuer would be better served by modifying management. The issuer currently has one individual, Melissa A. Waterhouse, who serves as
its Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and, to Filer’s knowledge, Chief
Compliance Officer and EVP of Regulatory Affairs. This individual has served in some or all of these capacities since October 2013.
This individual does not own, and to Filer’s knowledge has not owned any shares of issuer’s stock during at least the
preceding nine years. The issuer is undercapitalized and during the past seven years annual sales at the issuer have decreased from
approximately $7.3 million to approximately $4.1 million, while net worth declined from $970,000 to approximately negative $1.3
million.
The
Filer intends to have conversations or communications with issuer’s management, members of its board of directors and other shareholders
to discuss the Filer’s thoughts and ideas. The Filer believes that the issuer’s shareholders would be better served if the
issuer: (a) reduces Ms. Waterhouse’s duties to a more manageable level by supplementing management with a more experienced
executive, (b) replaces Ms. Waterhouse with an individual to serve as the issuer’s Chief Financial Officer, (c) increases
the size of the issuer’s board of directors and fill such positions with industry experienced individuals who hopefully will own
or acquire shares of issuer’s common stock and have interests better aligned with the issuer’s shareholders and (d) secures
additional, long term capital in order to provide the issuer with a better opportunity for long term growth.
Item
5. Interest in Securities of the Issuer.
Filer
is the sole beneficial owner of all shares reflected on Filer’s cover page, 2,418,608 shares of issuer’s common stock. These
shares constitute 6.2% of issuer’s issued and outstanding shares. Filer has sole power to vote and direct the vote and sole power
to dispose and direct the disposition of these shares. Filer has not engaged in any transactions with respect to the issuer’s securities
since prior to the filing of Filer’s Schedule 13G/A on April 27, 2020.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item
7. Material to Be Filed as Exhibits.
None.
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CUSIP
No. 024600 10 8
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13D
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Page
4 of 4 Pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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6/1/21
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Date
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/s/
John J. Moroney
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Signature
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John
J. Moroney
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Name/Title
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American Bio Medica (CE) (USOTC:ABMC)
過去 株価チャート
から 11 2024 まで 12 2024
American Bio Medica (CE) (USOTC:ABMC)
過去 株価チャート
から 12 2023 まで 12 2024