UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 28, 2023
BIOMERICA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-37863 | | 95-2645573 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 17571 Von Karman Ave. Irvine, California | | 92614 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (949) 645-2111
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.08 | | BMRA | | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 25, 2023, the board of directors (the “Board”) of Biomerica, Inc. (the “Company”) expanded the size of the Board by one member and elected and appointed Mr. Jack Kenny to serve as an independent member of the Board effective immediately.
The Board has determined that Mr. Kenny is an independent director within the meaning of NASDAQ Rule 5605. In addition to his appointment as an independent director, Mr. Kenny will serve as the Chairperson of the Board’s Nominating and Corporate Governance Committee and shall also serve as a member of the Audit Committee.
In connection with Mr. Kenny’s appointment to the Board, Mr. Kenny will receive an annualized cash fee of $52,500 (paid quarterly), and other equity-based compensation that shall be determined at a later date.
Mr. Kenny does not have a family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Kenny and any other persons pursuant to which he was selected as a director, and there are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K.
On August 28, 2023, the Company issued a press release announcing the appointment of Mr. Kenny as a director of the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | BIOMERICA, INC. |
| | | |
| Date: August 28, 2023 | By: | /s/ Zackary S. Irani |
| | | Zackary S. Irani Chief Executive Officer |
