SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): JULY 07, 1999
BIOMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-08765 95-2645573
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1533 MONROVIA AVENUE
NEWPORT BEACH, CALIFORNIA 92663
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (949) 645-2111
ITEM 5 OTHER EVENTS.
On June 11, 1999 the Company entered into a Stock Purchase Agreement with
RidgeRose Capital Partners, LLC ("RidgeRose") pursuant to which the Company
issued and sold 350,000 shares of the Company's restricted common stock at a
purchase price of $5.00 per share (the "RidgeRose Agreement"). The Company also
granted RidgeRose piggyback registration rights in the event that the Company
proposes to register any shares of its common stock under the Securities Act of
1933 (the "Act"). The RidgeRose Agreement also provides that Zackary Irani and
Janet Moore, directors and shareholders of the Company (collectively, the
"Shareholders"), shall use their best efforts to (i) increase the number of
authorized directors on the Company's board of directors to seven and (ii) at
each annual meeting to cause three nominees of RidgeRose to be elected to the
Company's board of directors. In addition, the RidgeRose Agreement provides
that RidgeRose shall use its best efforts at each annual meeting to cause four
nominees of the Shareholders to be elected to the Company's board of directors.
Also on June 11, 1999, the Company entered into a Stock Purchase Agreement
with Zackary Irani, the Company's Chairman of the Board and Chief Executive
Officer and Janet Moore, a director of the Company and its Controller
(collectively, the "Purchasers") pursuant to which the Company issued and sold
an aggregate of 50,000 shares of the Company's restricted common stock at a
purchase price of $5.00 per share. The Company also granted the Purchasers
piggyback registration rights in the event that the Company proposes to register
any shares of its common stock under the Act.
On June 11, 1999, the Company entered into a five year agreement with The
BigStore.com ("BigStore.com"), a provider of Internet-related services.
Pursuant to the terms of the agreement, BigStore.com will provide the Company
with back-end processing services for the Company's e-commerce Internet website
in exchange for a warrant to purchase 660,000 shares of the Company's common
stock at an exercise price of $5.00 per share (the "BigStore.com Warrants").
The BigStore.com Warrants shall be exercisable for a period of five years and
shall vest pro rata over a period of three years, commencing on the first
anniversary of the date of grant. The BigStore.com Warrants shall fully vest
immediately prior to a public offering of the Company's common stock. The
Company also granted BigStore.com piggyback registration rights in the event
that the Company proposes to register any shares of its common stock under the
Act. The agreement also provides that BigStore.com shall transfer and assign to
the Company its right, title and interest in and to the Internet domain name
"The BigRX.com" and all rights to any trademark related thereto.
On June 10, 1999, the Company granted to RJM Consulting, LLC ("RJM") a
warrant to purchase 1,000,000 shares of the Company's restricted common stock at
an exercise price of $3.00 per share (the "RJM Warrants") in consideration for
RJM's services in raising equity capital for the Company and for RJM's
introduction of the BigStore.com to the Company. The RJM Warrants shall be
exercisable for a period of five years and shall vest pro rata over a period of
three years, commencing on the first anniversary of the date of grant. The RJM
Warrants shall fully vest immediately prior to a public offering of the
Company's common stock. The Company also granted RJM piggyback registration
rights in the event that the Company proposes to register any shares of its
common stock under the Act.
On June 10, 1999, the Company entered into a Non-Qualified Option Agreement
with Zackary Irani, the Company's President and Chief Executive Officer,
("Irani") whereby the Company granted to Irani, in recognition of Mr. Irani's
efforts to structure and negotiate the Company's strategic alliance with
BigStore.com, and to encourage Irani's continued employment and association with
the Company, the right to acquire 1,000,000 shares of the Company's restricted
common stock at an exercise price of $3.00 per share (the "Irani Options"). The
Irani Options shall be exercisable for a period of ten years and shall vest pro
rata over a period of three years, commencing on the first anniversary of the
date the Irani Options were granted. The Irani Options shall fully vest
immediately prior to a public offering of the Company's common stock. The
Company also granted Irani piggyback registration rights in the event that the
Company proposes to register any shares of its common stock under the Act.
On June 10, 1999, the Company also entered into Non-Qualified Option
Agreements with several directors, consultants and employees of the Company,
(collectively, the "Provider Optionees"), whereby the Company granted to the
Provider Optionees the right to acquire an aggregate of 200,000 shares of the
Company's restricted common stock at an exercise price of $3.00 per share (the
"Provider Options"). The Provider Options shall be exercisable for a period of
ten years and shall vest pro rata over a period of three years, commencing on
the first anniversary of the date the Provider Options were granted. The
Provider Options shall fully vest immediately prior to a public offering of the
Company's common stock. The Company also granted the Provider Optionees
piggyback registration rights in the event that the Company proposes to register
any shares of its common stock under the Act.
The closing price of the Company's common stock on June 10, 1999 was
$2.375.
ITEM 7 EXHIBITS.
The following exhibits are filed as part of this report in accordance with
the provisions of Item 601 of Regulation S-B:
Exhibit Name of Exhibit
- ------- ---------------
10.10 Stock Purchase Agreement by and between Biomerica, Inc., RidgeRose
Capital Partners, LLC and Zackary Irani and Janet Moore and dated
June 11, 1999.
10.11 Stock Purchase Agreement by and between Biomerica, Inc. and Zackary
Irani and Janet Moore and dated June 11, 1999.
10.12 Back-end Processing Agreement by and between The BigStore.com and
Biomerica, Inc. and dated June 11, 1999.
10.13 Common Stock Purchase Warrant granted to The BigStore.com, Inc.
dated June 11, 1999.
10.14 Common Stock Purchase Warrant granted to RJM Consulting, LLC dated
June 11, 1999.
10.15 Non-Qualified Option Agreement by and between Zackary Irani and the
Company dated June 10, 1999.
10.16 Non-Qualified Option Agreement by and between Janet Moore and the
Company dated June 10, 1999.
10.17 Non-Qualified Option Agreement by and between Philip Kaplan and the
Company dated June 10, 199.
10.18 Non-Qualified Option Agreement by and between Robert A. Orlando and
the Company dated June 10, 1999.
99.1 Press release dated June 11, 1999.
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: July 6, 1999 By: /S/ ZACKARY S. IRANI
---------------------------------
Zackary S. Irani
President and Chief Executive Officer