UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF

THE SECURITIES EXCHANGE ACT OF 1934

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BIOMERICA, INC.

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(Name of Registrant as Specified In Its Charter)

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BIOMERICA, INC.

17571 Von Karman Avenue

Irvine,, CA 92614

_____________________________

NOTICE OF 20222023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 7, 20222023

_____________________________

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of BIOMERICA, INC., a Delaware corporation (herein called the "Company"“Company” or “our”), will be held at the offices of the Company, 17571 Von Karman Avenue, Irvine, California 92614 on December 7, 20222023 at 10:00 a.m., Pacific Time (the “Annual Meeting”).

At the meeting, you will be asked to consider and vote upon the following matters:

You will be able to attend the Annual Meeting in person at the Company’s headquarters located at 17571 Von Karman Ave. Irvine, CA 92614. No virtual connection to the Annual Meeting will be available for off-site viewing or attendance.

In accordance with the provisions of our bylaws, the Board of Directors has fixed the close of business on October 14, 2022,2023, as the record date for the determination of the holders of our common stock, $0.08 par value, entitled to notice of and to vote at our Annual Meeting. To assureensure that your shares will be represented at the Annual Meeting, please complete, sign, date and promptly return the accompanying proxy card in the enclosed envelope. You may revoke your proxy at any time before it is voted. It is important that your shares be represented and voted at the Annual Meeting, whether or not you plan to attend the meeting.

By Order of the Board of Directors,

/S/ Zackary S. Irani                                                            

 ZACKARY S. IRANI, Chairperson of the Board and

Chief Executive Officer

Irvine, California

September 27, 20222023

Approximate Date of the Mailing of the Proxy Materials: October 28, 20222023

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BIOMERICA, INC.

17571 Von Karman Avenue

Irvine,, CA 92614

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

_____________________________

GENERAL INFORMATION

This Proxy Statement is furnished by the Board of Directors of BIOMERICA, INC.Biomerica, Inc., a Delaware corporation (the "Company"“Company” or “our”), in connection with the solicitation of proxies for use at the Company'sCompany’s Annual Meeting of Stockholders to be held at the offices of the Company, 17571 Von Karman Avenue, Irvine, California 92614 on December 7, 2022,2023, at 10:00 a.m., Pacific Time, and at any and all adjournments thereof (the "Annual Meeting"“Annual Meeting”). The Annual Meeting has been called for the purposes set forth in the accompanying Notice of the Annual Meeting of Stockholders (the "Notice"“Notice”). This Proxy Statement, and the Annual Report on Form 10-K of the Company for the fiscal year ended May 31, 2022,2023, will be mailed on or about October 28, 2022,2023, to each stockholder of record as of the close of business on October 14, 2022.2023.

RECORD DATE AND OUTSTANDING SHARES

The close of business on October 14, 2022,2023, has been set as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting (the "Record Date"“Record Date”). As of September 27, 2022,2023, there was outstanding and entitled to vote an aggregate of 13,411,90116,821,646 shares of the Company'sCompany’s common stock, $0.08 par value per share (the "Common Stock"“Common Stock”), held of record by approximately 800 stockholders. However, the actual number of shareholders is unknown as brokers and other institutions hold the majority of the Company'sCompany’s stock on behalf of other beneficial owners. The actual number of shares outstanding as of the Record Date may vary from the number of shares outstanding as of September 27, 2022.2023.

VOTING RIGHTS, QUORUM, & VOTES REQUIRED

The holder of each share of Common Stock is entitled to one vote for each share held as of the Record Date on each matter to be considered at the Annual Meeting.

The presence at the Annual Meeting, in-person or by proxy, of the holders of a majority of the issued and outstanding shares of Common Stock held of record on the Record Date and entitled to vote at the Annual Meeting is necessary towill constitute a quorum forat the purposes of electing directors and each other item of business.Annual Meeting. Shares represented by proxies pursuant to which votes contain one or more abstentions or broker "non-votes,"“non-votes,” are counted as present for purposes of determining the presence or absence of a quorum for the Annual Meeting.

Broker "non-votes"“non-votes” occur when a broker holding shares in "street name"“street name” votes on one proposal but does not vote on another proposal because the broker does not have discretionary voting power and has not received instructions from the beneficial owner of such shares. Usually, this would occur when brokers holding stock in "street name"“street name” have not received any instructions from clients, in which case the brokers (as holders of record) are generally permitted by the rules of the New York Stock Exchange to vote only on "discretionary"“discretionary” matters. Brokers are not permitted to vote shares for which they have not received voting instructions in favor of the proposed election of directors, on the proposals regarding the Company’s 20222023 Stock Incentive Plan the say-on-pay advisory vote or the say-on-pay frequency advisory vote. However, under such rules, the proposed ratification of the selection by the Audit Committee of Haskell & White LLP as the Company'sCompany’s independent public accounting firm for the fiscal year ending May 31, 2023, is a "discretionary" matter,2024 and the proposal to approve an adjournment of the Annual Meeting, are “discretionary” matters, and the Company believes brokers will therefore generally be able to vote shares held in "street name"“street name” on such matter without receiving instructions from the beneficial holders of such shares.

Directors shall be elected by a plurality of the votes cast in person or by proxy at the meetingAnnual Meeting and entitled to vote on the election of stockholdersdirectors (“Proposal No. 1”). This means that the fivesix director nominees with the most affirmative votes will be elected. The affirmative vote of a majority of the shares present, in person or by proxy at the Annual Meeting, and entitled to vote aton the Annual Meetingsubject matter is required (i) to approve, on an advisory basis, the Named Executive Officers’ compensation (“Proposal No. 2”), (ii) to approve, on an advisory basis, the frequency of future votes on the say-on-pay proposal (“Proposal No. 3”), (iii) to ratify the selection of Haskell & White LLP as the Company'sCompany’s independent public accounting firm for the fiscal year ending May 31, 20232024 (“Proposal No. 4”3”), and (iv)(iii) to approve the 20222023 Stock Incentive Plan (“Proposal No. 4”), and (iv) to approve an adjournment of the Annual Meeting (“Proposal No. 5”). “Withhold” votes, abstentionsStockholders may vote “FOR ALL,” “WITHHOLD ALL,” or “FOR ALL EXCEPT” with respect to Proposal 1. A withhold vote, broker non-vote, and broker “non-votes” areabstention will not considered votescount as a vote cast for Proposal No. 1, Proposal No. 2, Proposal No. 3, and Proposal No. 5, and will have no effect on the voting. Brokerage firms do not have authority to vote customers’ unvoted shares held byoutcome of the firms in street name for Proposal No. 1, Proposal No. 2, Proposal No. 3, or Proposal No. 5. As a result, any shares not voted by a beneficial owner will be treated as a broker “non-vote” for such proposals. However, brokers are permitted to vote on Proposal No.1. Stockholders may vote “FOR,” “AGAINST, or “ABSTAIN” with respect to Proposals 2, 3, 4, and 5. A broker non-vote will not count as shares entitled to vote and will have no effect on the outcome of the vote on Proposals 2 and, 4. Because a bank, broker, dealer, or other nominee may generally vote without instructions on Proposals 3 and 5, we do not expect any broker non-votes on Proposals 3 and 5. Abstentions will have the same effect as a vote “AGAINST” with respect to Proposals 2, 3, 4, and 5.

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All votes will be tabulated by the inspector of elections appointed for the meeting, who will separately tabulate, for each proposal, affirmative and negative votes, abstentions, and broker “non-votes.”

APPRAISAL RIGHTS

Under Delaware law, stockholders are not entitled to any appraisal rights with respect to the approval of any of the proposals described in this Proxy Statement.

PERSONS MAKING THE SOLICITATION

The Proxy accompanying this Proxy Statement is solicited on behalf of the Board of Directors of the Company for use at the Annual Meeting. The solicitation of proxies is being made by use of the mail and the cost of preparing, assembling, and mailing these proxy materials will be paid by the Company. Following the mailing of this Proxy Statement, directors, officers, and employees of the Company may solicit proxies by mail, telephone, or personal interview. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries, and custodians nominally holding shares of the Company'sCompany’s Common Stock, of record will be requested to forward proxy soliciting material to the beneficial owners of such shares. The Company will, upon request, reimburse such parties for their reasonable expenses in forwarding proxy materials to the beneficial owners.

TERMS OF THE PROXY

The enclosed Proxy indicates the matters to be acted upon at the Annual Meeting and provides boxes to be marked to indicate the manner in which the stockholder'sstockholder’s shares are to be voted with respect to such matters. By appropriately marking the boxes, a stockholder may specify whether the proxy shall vote for or against or shall be without authority to vote the shares represented by the Proxy. The Proxy also confers upon the proxy discretionary voting authority with respect to such other business as may properly come before the Annual Meeting.

If the Proxy is executed properly and is received by the Company prior to the Annual Meeting, the shares represented by the Proxy will be voted. Where a stockholder specifies a choice with respect to the matter to be acted upon, the shares will be voted in accordance with such specification. Any proxy which is executed in such a manner as not to withhold authority to vote for the election of the specified nominees as directors shall be deemed to confer such authority. A Proxy may be revoked at any time prior to its exercise (i) by resubmitting their vote online or (ii) by attending the Annual Meeting and electing to vote at the Annual Meeting.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 27, 20222023, certain information as to shares of Common Stock owned by (i) each person known to beneficially own more than 5% of the outstanding Common Stock, (ii) each director, including director nominees, for director, and each Named Executive Officer of the Company, and (iii) all executive officers and directors of the Company as a group. Unless otherwise indicated, each person listed has sole voting and investment power over the shares beneficially owned by him or her. Unless otherwise indicated, the address of each named beneficial owner is the same as that of the Company'sCompany’s principal executive offices located at 17571 Von Karman Avenue, Irvine, California 92614.

5% or Greater Stockholders

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Directors and Named Executive Officers

(1) Beneficial ownership is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934. Any shares of Common Stock that each named person and group has the right to acquire within 60 days pursuant to options, warrants, conversion privileges or other rights, are deemed outstanding for purposes of computing shares beneficially owned by and the percentage ownership of each such person and group. However, such shares are not deemed outstanding for purposes of computing the shares beneficially owned by or percentage ownership of any other person or group. Percentage ownership for each named beneficial owner, and the ownership of the directors and executive officers as a group, is based on 13,411,901 shares outstanding as of September 27, 20222023 plus the shares the named person and group has a right to acquire within 60 days thereafter pursuant to options, warrants, conversion privileges or other rights and privileges.

(2) Includes 474,654588,058 shares underlying options exercisable by Mr. Irani at or within 60 days of September 27, 2022.2023.

(3) Includes 220,000265,000 shares underlying options exercisable by Mr. Barbieri at or within 60 days of September 27, 2022.2023.

(4) Includes 165,000190,000 shares underlying options exercisable by Dr. Emerson at or within 60 days of September 27, 2022.2023.

(5) Includes 145,000 shares underlying options exercisable by Dr. Sirgo at or within 60 days of September 27, 2022.

(6) Includes 32,50063,750 shares underlying options exercisable by Ms. Coste at or within 60 days of September 27, 2022.2023.

(7)(6) Mr. Moatazedi is standing for election to become a new member ofjoined the Board at the Annual Meeting.

(8) Includes 31,250 shares underlyingin December 2022, and has no stock options that are exercisable by Mr. Sloan at or within 60 days of September 27, 2022.2023.

(7) Mr. Kenny joined the Board in August 2023 and has no stock options that are exercisable at or within 60 days of September 27, 2023.

(8) Mr. Lu joined the company and was appointed Chief Financial Officer in March 2023 and has no stock options that are exercisable at or within 60 days of September 27, 2023.

(9) Includes all information set forth in footnotes (2) through (8), above.

PROPOSAL NO. 1:  1

ELECTION OF DIRECTORS

DIRECTORS

The Company'sCompany’s bylaws give the Board of Directors of the Company (the “Board"“Board”) the power to set the number of directors at no less than three or more than nine. The size of the Company'sCompany’s Board is currently set at six directors and the following fivesix directors are nominated to be electedreelected at the Annual Meeting: Mr. Zackary Irani, Mr. Allen Barbieri, Dr. Jane Emerson, Ms. Catherine Coste, Mr. David Moatazedi, and Mr. David Moatazedi. Mr. Mark Sirgo will not be standing for re-election at the Annual Meeting and his service on our Board and committees will conclude at the Annual Meeting. Our Board would like to thank Mr. Sirgo for his years of dedicated service to the Company.Jack Kenny.

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The authorized number of directors will remain set at six directors following the Annual Meeting. However, aA proxy cannot be voted for a greater number of directors than the fivesix (6) nominees identified in this Proxy Statement. As such, the Board is expected to have one vacancy after the Annual Meeting. As of the date of the mailing of this Proxy Statement, our Nominating and Corporate Governance Committee had not yet completed its process for identifying qualified nominees to recommend to the Board to occupy such vacancy. Consequently, only five nominees are being presented for election at the Annual Meeting. Any vacancy in the Board may be filled by the remaining members of the Board in accordance with the provisions of our certificate of incorporation and bylaws, and if a qualified nominee is identified and appointed to fill such vacancy prior to the Annual Meeting, such nominee may be presented for election at the Annual Meeting and the Proxy will be voted for such nominee. Each director of the Company is elected annually and holds office for the ensuing year and until his or her successor has been elected and qualified. In the event that any of them should become unavailable prior to the Annual Meeting, the Proxy will be voted for a substitute nominee or nominees designated by the Board or the number of directors may be reduced accordingly.

The following table sets forth the name and current age of each director nominee, for director, the year he or she was first elected, a director and his or her position(s) with the Company. The Company does not pay a fee to any third party to identify potential nominees. The Board has not received recommended nominees from a stockholder and none of our directors or director nominees were selected pursuant to any arrangement or understanding, other than with our directors acting within their capacity as a director. There are no family relationships among any of our directors or executive officers.

(1) Mr Moatazedi is standing for electionOn August 25, 2023, the board of directors elected and appointed Mr. Jack Kenny to become a newserve as an independent member of the Board at the Annual Meeting.effectively immediately.

Background of Nominees

Zackary Irani

Mr. Zackary Irani has served as a Director, Chairperson of the Board and Chief Executive Officer of the Company since April 1997. Prior to that time, Mr. Irani served as the Company'sCompany’s Vice-President of Business Development. He has been an employee of the Company since 1986. During the fiscal years 2008 and 2009, Mr. Irani also served as Chairperson of the Board of Lancer Orthodontics, Inc. and served as Lancer'sLancer’s Chief Executive Officer from April 1997 until April 2004. Mr. Irani holds a BS degree and an MBA degree from the University of California, Irvine - The Paul Merage School of Business.

We believe Mr. Irani is qualified to serve on our Board because of his service as the CEOChief Executive Officer of the Company, his extensive knowledge of the Company’s business and operations, his financial expertise, his education, and his knowledge of the business sector in which the company competes.

Allen Barbieri

Mr. Allen Barbieri served as an outside Director of the Company from October 1999 to August 2020, and from August 2020 to present has served as a Director and Executive Vice Chairperson. Mr. Barbieri also serves asChairperson and Corporate Secretary of the Company.Company since August 2020. From October 1999 through August 2020, Mr. Barbieri also served as an outside independent Director of the Company From March 2015 to April 2022, Mr. Barbieri also served as a member of the board of directors of CareTrust REIT, Inc. (NYSE:CTRE), a large publicly traded real estate investment trust, where he served as ChairpersonChairman of the Corporate Governance and Nominating Committee and also served onas a member of the Audit and Compensation Committees. From January 2010 to March 2018, Mr. Barbieri served as the Chief Executive Officer of Biosynthetic Technologies, a privately held, renewable specialty chemicals company, with BP and Monsanto as primary owners. Prior to that, from April 2004 to September 2009, Mr. Barbieri served as the Chief Executive Officer of Lancer Orthodontics, Inc., a medical device company with manufacturing operations in the United StatesU.S. and Mexico. From 1998 to 1999, he served as President and Chief Financial Officer of BUY.COM, a major internet retailer and from 1994 to 1999 Mr. Barbieri was President and Chief Executive Officer of Pacific National Bank. Mr. Barbieri holds a M.B.A.an MBA from MIT University.Massachusetts Institute of Technology (MIT).

We believe Mr. Barbieri is qualified to serve on our Board due to his extensive knowledge of the Company’s business and operations, his financial expertise in investment banking and experience as a CFOChief Executive Officer and a CEOChief Financial Officer of public bankingand private institutions, his education, and his prior experience as a board member of numerous public and private companies.

Dr. Jane Emerson

Dr. Jane Emerson has served as a Director of the Company since April 2007. Since July 1, 2009, Dr. Emerson has served as Vice Chair for Clinical Programs and Chief of Clinical Pathology at the University of Southern California Keck School of Medicine, Los Angeles, California. From 1994 to 2009, Dr. Emerson was on the faculty of the University of California, Irvine School of Medicines where she served as Chief of Clinical Pathology, and from 2000 to 2009, alsoshe served as the Vice Chair for Clinical Programs, Department of Pathology, and Laboratory Medicine.

We believe Dr. Emerson is qualified to serve on our Board due to her extensive education, her industry leading experience in the clinical laboratory sector, her knowledge of clinical lab products and the process of attaining regulatory clearance for new lab-based diagnostic tests, and her 13 years of experience of service inon the Board of the Company.

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Catherine Coste

Ms. Catherine Coste has served as a Director of the Company since September 2020. Ms. Coste recently retired from Deloitte and Touche LLP in 2020, where she was a senior partner and served as one of Deloitte’s Life Sciences Industry Executive Leaders. She spent 32 years in both corporate and professional services positions leading global finance, internal audit and operations teams. During her career at Deloitte, Ms. Coste was directly involved with over 30 life science corporations, the majority of which were large-cap and medium-cap public corporations. Ms. Coste has served as an independent Director at Minerva Surgical, Inc. since February 2021, where she is Chair of the Audit Committee and a Member of the Compensation Committee. Ms. Coste has also served as an independent Director at Renalytix, plc, since June 2023, where she Chairs the Audit Committee and is also a Member of the Renumeration Committee. Ms. Coste spent 32 years in both corporate and professional services positions leading global finance, internal audit and operations teams. She has extensive experience in accounting, Sarbanes-Oxley compliance, corporate risk analysis and management, cyber risk assessment, fraud prevention, IT systems analysis and upgrades, internal controls, and corporate governance. Ms. Coste also has significant public company Board experience including her experiences at Deloitte and as the Audit Committee Chairperson of a medical device company. Ms. Coste is a Certified Public Accountant in California.

We believe Ms. Coste is qualified to serve on our Board due to her education, her extensive work experience as a partner at Deloitte and Touche, her 20+more than 20 years of experience advising life sciences companies in multiple areas of their operations including accounting and finance, and her other experience serving on the Boardboard of a public life science company.

David Moatazedi

Mr. David Moatazedi has served as a Director of the Company since September 2020. Mr. Moatazedi has served as the President and Chief Executive Officer, and as a member of the of Boardboard of Directorsdirectors of Evolus, Inc. (“Evolus”) (NASDAQ: EOLS), since May 2018. Evolus is a publicly traded life sciences company headquartered in Orange County, California, with a market capitalization of approximate $500 million. From March 2017 to June 2020, David also served as an independent board member of Obalon Therapeutics, a publicly traded life sciences company that was later merged into ReShape Lifesciences Inc. From 2016 to 2018, DavidMr. Moatazedi served as Senior Vice President at Allergan Inc. (“Allergan”), and division head of the U.S. Medical Aesthetics division. Prior to Evolus, Mr. Moatazedi also worked in various other leadership positions within Allergan since 2005, including Vice President, Sales and Marketing of the U.S. Facial Aesthetics, and the U.S. Plastic Surgery Divisions. Before Allergan, from 2000 to 2005 Mr. Moatazedi was a district manager for Novartis Pharmaceuticals.Pharmaceuticals, a multinational pharmaceuticals company. Mr. Moatazedi holds, an M.B.A.MBA from Pepperdine University and a B.A.BA degree from California State University, Long Beach.

We believe Mr. Moatazedi is qualified to serve on our Board due to his education, his financial expertise, his experience as a CEOChief Executive Officer of a publicly traded life sciences company, his other prior work experienceprofessional experiences, and his prior experience serving as a member of the board of directors of a public life science company.

Jack Kenny

Mr. Jack Kenny has served as a Director of the Company since August 2023. Mr. Kenny is also an independent member of the board of directors for Quantum Si (NASDAQ: QSI), a protein sequencing company, where he has served since May 2023. Mr. Kenny joined Meridian Biosciences (“Meridian”), a life science and diagnostic company, in October 2017, where he served as the Chief Executive Officer and as a member of the board of directors. Mr. Kenny led Meridian’s turnaround resulting in the company’s sale in January 2023 (to SJL Partners and SD Biosensor). Before his tenure at Meridian, from 2014 to May 2017, Mr. Kenny served as Senior Vice President and General Manager, North America, of Siemens Healthcare, a healthcare company providing healthcare solutions and services. From 2012 to 2014, Mr. Kenny served as Vice President and General Manager, U.S. Region, for Becton Dickinson, a medical device company. Prior to 2012, he held executive roles at Danaher Corporation, a science and technology company, and Quest Diagnostics, a medical laboratory company. Mr. Kenny holds a BS degree from Kettering University.

We believe Mr. Kenny is qualified to serve on our Board due to his education, his operational experience as a Chief Executive Officer of a publicly traded life sciences company, his key executive leadership within large public companies in the healthcare and medical device industry, his other prior work experience, and his prior experience serving as a member of the Board of directors of a public life science company.

BOARD DIVERSITY

The diversity of the Company’s Board is listed below and is reviewed annually by the Board.

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Our Board Recommends that the Stockholders Vote “For”“FOR” the Election of Each of the Nominated Directors.

EXECUTIVE OFFICERS

The background of Zackary Irani, Chief Executive Officer is discussed above under the heading “Directors.”

The backgroundfollowing table sets forth the names, ages and positions of Allen Barbieri, Executive Vice Chairperson is discussed above under the heading “Directors.”our executive officers:

 Mr. Steve Sloan, age 52, has been the Chief Financial Officer

The following provides certain biographical information with respective to each of the Company since 2020. Mr. Sloan’s spent over 10 years at Medtronic inour executive officers who is not a variety of increasingly progressive financial roles and has extensive experience in commercial channel strategy, global business unit support, complex manufacturing networks, M&A and acquisition integration, as well as technical accounting. Prior to that Mr. Sloan spent 13 years at five divisions within General Electric. Mr. Sloan began his career as a CPA with a national firm and holds a BS in Accounting, as well as a M.B.A. from the University of Minnesota Carlson School of Management.director.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

The Board maintains an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The Board held at least two meetings duringFor the fiscal year ended May 31, 2022 for each committee,2023, the Board held five in personin-person or telephonic Board meetings, acted by unanimous written consent one time,three times, and held fivethree strategy, and review and update meetings with managementmanagement. The Audit Committee held seven meetings; the Compensation Committee held four meetings; and withthe Nominating and without Auditors. AllCorporate Governance Committee held four meeting. During the fiscal year ended May 31, 2023, all directors attended 75% or more of the aggregate of all meetings of the Board and the committees if any, uponon which the directors served during the fiscal year ended May 31, 2022.they serve.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Company has a Nominating and Corporate Governance Committee Charter which may be viewed on the Company’s website at www.biomerica.com.

The Company has a standing Nominating and Corporate Governance Committee (the “Governance Committee”). The Governance Committee regularly assessassesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise arise. In the event that vacancies are anticipated or otherwise arise, the Governance Committee utilizes a variety of methods for identifying and evaluating director candidates. Candidates may come to the attention of theThe Governance Committee throughwill consider candidates recommended by current directors, professional search firms, stockholders or other persons.

To select a director candidate, the Governance Committee undergoes a series of discussions and review of the candidates. Once the Governance Committee has identified a prospective nominee, the Governance Committee will evaluate the prospective nominee in the context of the then current composition of the Board and will consider a variety of other factors, including the prospective nominee'snominee’s public company experience, corporate governance experience, business, technology, strategy, and industry experience, finance and financial reporting experience, and other attributes that would be expected to contribute to an effective Board. The Board seeks to identify nominees who possess a diverse range of experience, skills, areas of expertise, industry knowledge, business judgment, and professional ethics and values. Although the committee does not have a formal policy with respect to diversity, it has a well-established process to identify director nominees, and considers diversity when evaluating candidates for director nominees. The Board does not evaluate stockholder nominees differently than any other nominee.

Our Board will consider stockholder nominations for directors if we receive timely written notice, in proper form, of the intent to make a nomination at a meeting of stockholders. To be timely, the notice must be received within the time frame discussed below in this Proxy Statement under the heading "Date“Date of Submission of Stockholder Proposals."” To be in proper form, the notice must, among other matters, include each nominee'snominee’s written consent to serve as a director for Company if elected at the next annual meeting, a description of all arrangements or understandings between the nominating stockholder and each nominee and information about the nominating stockholder and each nominee.

The Governance Committee met twofour times during the fiscal year ended May 31, 2022.2023. For the fiscal year ended May 31, 2022,2023, the Committee consisted of Dr. Jane Emerson, Dr. Mark SirgoMr. David Moatazedi and Ms. Catherine Coste, with Dr. Jane Emerson serving as Chairperson of the Governance Committee. Following the fiscal year end, on August 25, 2023, the Board appointed Mr. Jack Kenny as the chair of the Governance Committee, and Ms. Jane Emerson and Ms. Cathy Coste as additional members of the committee. It is anticipated that Dr. Jane Emerson and Ms. Catherine CosteMr. Jack Kenny will continue to serve onas the chair of the Governance Committee after the Annual Meeting. It is also anticipated that Mr. David Moatazedi will serve on the Governance Committee if he is elected at the Annual Meeting.

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COMPENSATION COMMITTEE

COMPENSATION COMMITTEE

The Company has a Compensation Committee Charter which may be viewed on the Company’s website at www.biomerica.com.

The Compensation Committee is responsible for assisting the Board in discharging its responsibilities regarding the compensation of our employees and directors. The specific duties of the Compensation Committee include, among other matters: reviewing and approving executive compensation; evaluating our executive officers'officers’ performance; setting the compensation levels of our executive officers; setting our incentive compensation plans, including our equity-based incentive plans; making recommendations to the Board for annual compensation of directors; and making recommendations to our Board regarding our overall compensation structure, policies and programs.

The compensation committeeCompensation Committee may delegate authority to the Chief Executive Officer or the Chief Financial Officer to grant equity incentive plan awards to our non-executive employees consistent with the parameters approved in advance by the compensation committee.

Historically, our Chief Executive Officer and Executive Vice-Chairperson have provided input and recommendations to the Compensation Committee on the compensation of executive officers and other senior management personnel.members of the Board. In addition, representatives from our Executive Management team finance function have provided information or recommendations to the Compensation Committee regarding design of any cash and equity incentive program design.programs. Also, while the Committee does not officially retain an executive compensation consultant, the Committee does obtain industry and peer-group compensation information from certain national compensation consulting firms and other industry resources. The Compensation Committee reviews all of this input and information in determining and considers these recommendations. However, allsetting Director and Executive Officer compensation plans. All decisions affecting executive officer compensation are made by the Committee, in its sole discretion.

The Compensation Committee met four times during the fiscal year ended May 31, 2022. Two2023. One Compensation Committee meetings werewas held without management, and onethree Compensation Committee meeting waswere held with management. For theAt fiscal year endedyear-end May 31, 2022,2023, the Compensation Committee was comprised of Dr. Mark Sirgo,Mr. David Moatazedi, Dr. Jane Emerson and Ms. Catherine Coste, with Dr. Mark SirgoMr. David Moatazedi serving as Chairperson of the Compensation Committee. It is anticipated that Dr. Jane Emerson and Ms. Catherine will continue to serve on the Compensation Committee after the Annual Meeting. It is also anticipated that Mr. David Moatazedi will serve as the Chairperson of the Compensation Committee if he is elected atafter the Annual Meeting.

AUDIT COMMITTEE

The Company has an Audit Committee Charter which may be viewed on the Company’s website at www.biomerica.com.

The Audit Committee is responsible for overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the Audit Committee assists the Board in its oversight of our compliance with legal and regulatory requirements. The specific duties of the Audit Committee include, among others: monitoring the integrity of our financial process and systems of internal controls regarding finance, accounting and legal compliance; selecting our independent auditor; monitoring the independence and performance of our independent auditor; and providing an avenue of communication among the independent auditor, our management and our Board. The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to all of our employees and to the independent auditor. The Audit Committee also has the ability to retain, at the Company'sCompany’s expense and without further approval of the Board, special legal, accounting, or other consultants or experts that it deems necessary in the performance of its duties.

The Audit Committee met seven times during the fiscal year ended May 31, 2022.2023. For the fiscal year ended May 31, 2022,2023, the Audit Committee consisted of Ms. Catherine Coste, Dr. Jane Emerson, and Dr. Mark Sirgo,Mr. David Moatazedi, with Ms. Catherine Coste serving as Chairperson of the Audit Committee. Following the fiscal year end, on August 25, 2023, the Board modified the Audit Committee structure with Ms. Coste continuing to serve as Committee Chair and Mr. Jack Kenny and Mr. Moatazedi as additional members of the committee. It is anticipated that Ms. Catherine Coste will continue to chair, and Dr. Jane EmersonMr. Moatazedi and Mr. Kenny will continue to serve on the Audit Committee after the Annual Meeting. It is also anticipated that Mr. David Moatazedi will serve on the Audit Committee if he is elected at the Annual Meeting. The Board has determined that Ms. Coste qualifies as an "audit“audit committee financial expert"expert” and that each member of the Audit Committee is financially literate. All members of the Audit Committee meet the independence standards set forth in applicable SEC and Nasdaq rules.

DIRECTOR INDEPENDENCE

DIRECTOR INDEPENDENCE

The Board reviews the independence of each director when he/she is elected to the Board and monitors such on a continual basis. The Board considers the transactions and relationships between each member and the Company in determining independence. The Board judges independence based on the definition of Director Independence as defined by Securities and Exchange Commission rules and as determined in accordance with Rule 5605 of the Marketplace Rules of the Nasdaq Stock Market, Inc. Based upon that review, the Board affirmatively determined that during the fiscal year ended May 31, 2022,2023, Ms. Catherine Coste, Dr. Mark SirgoMr. David Moatazedi, and Dr. Jane Emerson were considered "independent." Additionally, the Board“independent” and has further affirmatively determined that Mr. David Moatazedi will be considered “independent” if elected toJack Kenny who joined the Board at the Annual Meeting.in August 2023, is considered “independent.”

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BOARD LEADERSHIP STRUCTURE

The Company’s Board selects the Company’s Chairperson of the Board in the manner it determines to be in the best interests of the Company. ZackMr. Irani is Chairperson of the Board and Chief Executive Officer. The Board believes it is appropriate for Mr. Irani to serve as Chairperson of the Board due to his extensive knowledge of, and experience in, the global medical diagnostic industry. This knowledge and experience is critical in identifying strategic priorities and providing unified leadership in the execution of strategy. The Company believes that Mr. Irani’s experience and knowledge as the Chief Executive Officer of the Company, combined with his role as Chairperson of the Board, is an asset to the Company and promotes efficient board functioning, with independent board leadership provided by the Lead Independent Director.Directors. Additionally, in April 2020, the Board appointed Mr. Barbieri as the Executive Vice Chairperson and Lead Director. As such, Mr. Barbieri assumed, among other responsibilities, communications between the members of management and the members of the Board. Further, in August 2020, Mr. Barbieri dropped off of all committees of the Board and transitioned from an independent outside director to an executive director with the title of Executive Vice Chairperson. This move better enables Mr. Barbieri to be involved in the daily operations, regulatory and legal matters, and strategic directionrelationships of the Company. Mr. Barbieri also serves as the Secretary of the Company. Further, given the addition of Mr. Barbieri as Vice Chairman, and due to the Company’s small size, small employee base and limited operations, the Board has determined that separating the Chief Executive Office and the Chairman roles is not in the best interest of the Company at this time.

BOARD ROLE IN RISK OVERSIGHT

The Board is responsible for oversight of material risks facing the Company, including financial, cybersecurity, and compliance risks, while our management team is responsible for the day-to-day management of risk. In addition, the Board has delegated oversight of certain categories of risk to the Audit Committee and the Compensation Committee, which are comprised entirely of independent directors. The Audit Committee and the Compensation Committee respectively report to the Board as appropriate on matters that involve specific areas of risk that each Committee oversees.

Financial, Compliance and Controls Risks

The Audit Committee has scheduled periodic and annual reviews and discussions with management regarding significant risk exposures and incident metrics, including those relating to global financial, accounting, and treasury matters, internal audit and controls, and legal and regulatory compliance. These discussions cover the steps management has taken to monitor, control, and report such exposures, as well as the Company’s policies with respect to risk assessment and risk management.

Employee Compensation Risks

The Compensation Committee oversees management of risks relating to the Company’s compensation plans and programs. The Company’s management and the Compensation Committee have assessed the risks associated with the Company’s compensation policies and practices for all employees, including non-executive officers. These include risks relating to setting ambitious targets for our employees’ compensation or the vesting of their equity awards, our emphasis on at-risk equity-based compensation, discrepancies in the values of equity-based compensation depending on employee tenure relative to increases in stock price over time and the potential impact of such factors on the retention or decision-making of our employees, particularly our senior management. Based on the results of this assessment, the Company does not believe that its compensation policies and practices for all employees, including non-executive officers, create risks that are reasonably likely to have a material adverse effect on the Company.

REPORT OF THE AUDIT COMMITTEE

The information in this Report of the Audit Committee is not deemed "soliciting material"“soliciting material” or to be "filed"“filed” with the Securities and Exchange Commission.

The Audit Committee oversees the Company'sCompany’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements in the Annual Report on Form 10-K with management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the consolidated financial statements.

The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited consolidated financial statements with accounting principles generally accepted in the United States of America, their judgments as to the quality, not just the acceptability, of the Company'sCompany’s accounting principles and such other matters as are required to be discussed withby the Audit Committee under generally accepted auditing standards,applicable requirements of the Public Company Accounting Oversight Board including Auditing Standard No. 1301, “Communication with Audit Committees” ofCommittees,” and the Public Company Accounting Oversight Board.Securities and Exchange Commission. The Audit Committee has discussed with the independent auditors the auditors'their independence from management and the Company, and the Audit Committee has received the written disclosures and the letter from the independent auditor required by applicable requirements of the Public Company Accounting Oversight Board, including Rule 3526 “Communication with Audit Committees Concerning Independence,” and considered the compatibility of non-audit services with the auditors'auditors’ independence.

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The Audit Committee discussed with the Company'sCompany’s independent auditors the overall scope and plans for their audit. The Audit Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, their understanding of the Company'sCompany’s internal controls, and the overall quality of the Company'sCompany’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended May 31, 20222023 for filing with the Securities and Exchange Commission. The Audit Committee and the Board have also recommended the selection of the Company'sCompany’s independent auditors, Haskell & White LLP.

/s/ Ms. Catherine Coste/s/ Dr. Mark Sirgo /s/ Dr. Jane Emerson

EXECUTIVE COMPENSATION OF NAMED EXECUTIVE OFFICERS

In December 2020, our Compensation Committee conducted its annual review of our compensation philosophy and made recommendations to the Board, which set the total compensation plan for our Named Executive Officers. This review included certain market data, other factors, and operational performance of the company. The focus of the Compensation Committee, the Board, and management is aligning management total compensation with shareholder return. As such, the Company pays below market salaries and cash bonuses (when paid) and focuses on equity awards for Named Executive Officers.

Cash Compensation

We use salary to compensate our Named Executive Officers for services rendered during the year and to recognize the experience, skills, knowledge, and responsibilities required of each Named Executive Officer. Our Compensation Committee considers adjustments to salary to reflect market conditions and Company results. In December 2021, following its review and using the factors and methodologies described above, our Compensation Committee approved cash salaries as set forth in the table below.  During the fiscal year ended May 31, 2022, a bonus of $100,000 was paid to Mr. Barbieri, Executive Vice Chairperson for his work related to our introduction of COVID products.products and his managing of certain regulatory and legal matters. In December 2022, following its review and using the factors and methodologies described above, our Compensation Committee approved cash salaries as set forth in the table below.

Equity Compensation

Equity Compensation

We view equity awards as the critical element of total compensation of our Named Executive Officers. Although we do not specifically tie any portion of a Named Executive Officer’s equity compensation to Company performance, the Company utilizes incentive stock options as equity awards, the value of which bears a direct correlation to total shareholder return. Stock options issued to Named Executive Officers, often vest over a four-year period and are always issued with an exercise price equal to the then current market price of the Company’s Common Stock. As such, the value in these issued stock options is tied to long termlong-term increases in stockholder value. Further, since issued stock options generally vest over four (4) years, these stock options awards serve as a means of retaining our Named Executive Officers, as well as other employees in the Company.

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The following table sets forth the total compensation earned by the Company’s Chief Executive Officer, Vice Chairperson and Chief Financial Officer, Treasurer and Secretary (the “Named Executive Officers”) for the fiscal years ended May 31, 20222023 and 2021.2022.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE