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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 |
Exhibit 99.1
|
NEWS-
For Immediate Release |
Diagnostics
Industry Leader Jack Kenny Joins Biomerica’s Board of Directors
|
- |
Kenny has a proven track record of driving growth at companies
within the healthcare space and holds significant management and public company board experience, most recently as CEO of Meridian Bioscience |
|
- |
As CEO Kenny managed the sale of Meridian Biosciences in
an all-cash transaction valued at approximately $1.53 billion |
NEWPORT
BEACH, CA – August 28, 2023 – Biomerica, Inc. (NASDAQ: BMRA), a global biomedical company leading the way in innovative gastroenterology
solutions, today announced the appointment of Jack Kenny, former CEO and board member of Meridian Bioscience, Inc., to its Board of Directors.
Meridian Biosciences (formerly traded on Nasdaq under VIVO) is a leading global provider of diagnostic testing solutions. Meridian Biosciences
was acquired on January 31, 2023 by SD Biosensor, Inc. and SJL Partners LLC in an all-cash transaction valued at approximately
$1.53 billion.
“I’m
excited to join Biomerica’s Board and contribute to the launch and growth of the company’s groundbreaking product, inFoods®
IBS. This product holds the potential to not only significantly improve the lives of millions of individuals dealing with IBS but
also capture the interest of larger multinational diagnostic companies. The technology’s appeal extends beyond its ability to enhance
patient well-being, as it also stands to reduce healthcare costs and equip physicians with a precise, personalized approach to treating
IBS.
The
compelling clinical study data supporting inFoods® IBS has underscored its potential to deliver therapeutic benefits for
IBS patients. As I take on my role within Biomerica’s board, I’m eagerly looking forward to close collaboration with the
management team. Together, we’ll strive to introduce this remarkable technology to medical professionals and patients around the
world with the goal of improving healthcare outcomes while driving down costs for patients and insurers,” said Mr. Kenny.
“Jack
brings a wealth of commercial experience and relationships in the medical diagnostic industry. His industry insights will be invaluable
as we launch inFoods® IBS both domestically and internationally,” said Zack Irani, CEO of Biomerica. “Jack
brings more than 30 years of experience as a senior executive at large public companies in the healthcare, clinical laboratory and medical
device industries. Most recently, his leadership as CEO drove outstanding growth at Meridian Bioscience. Jack also brings strong public
company governance experience that will facilitate corporate oversite as our business expands and grows.”
Prior
to his role as CEO at Meridian, Mr. Kenny was the Senior Vice President and General Manager, North America at Siemens Healthcare, and
before that was Vice President and General Manager, U.S. Region for Diagnostic Systems at Becton Dickinson. Throughout his career, Mr.
Kenny has held additional leadership positions of increasing responsibility including key roles at Leica Microsystems, Quest Diagnostics
and Bayer Diagnostics. He holds a Bachelor of Science in management systems from Kettering University in Michigan.
About
inFoods® IBS:
The
inFoods® IBS test involves a simple blood collection procedure and is designed to assess a patient’s above normal
immunoreactivity to specific foods. Instead of difficult to manage broad dietary restrictions, physicians can now use the inFoods®
IBS information to make targeted, patient-specific recommendations about specific foods that, when removed from the diet, may alleviate
IBS symptoms such as pain, bloating, diarrhea and constipation. Further information about Biomerica’s patented inFoods®
Technology Platform can be found at: https://biomerica.com/inFoods/our-technology/. It is estimated that over 40 million
Americans suffer from IBS, with symptoms often triggered by consumption of specific foods (which are unique to each patient). The total
direct and indirect cost of IBS has been estimated at $30 billion annually in the United States alone.
|
NEWS- For Immediate Release |
About
Biomerica (NASDAQ: BMRA)
Biomerica,
Inc. (www.biomerica.com) is a global biomedical technology company that develops, patents, manufactures and markets advanced diagnostic
and therapeutic products used at the point of care (in home and in physicians’ offices) and in hospital/clinical laboratories for
detection and/or treatment of medical conditions and diseases. The Company’s products are designed to enhance the health and well-being
of people, while reducing total healthcare costs. Biomerica’s primarily focus is on gastrointestinal and inflammatory diseases
where the Company has multiple diagnostic and therapeutic products in development.
The
Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information
included in this press release (as well as information included in oral statements or other written statements made or to be made by
Biomerica) contains statements that are forward-looking, such as statements relating to the Company’s inFoods® IBS
test and other tests, FDA clearance or possible future clearance of the Company’s inFoods® IBS test and other products,
timing of the commercial launch of the inFoods® IBS test, the efficacy of the inFoods product, possible future revenues
from the sale of the inFoods® IBS test, growth in future revenues from the sale of the inFoods® IBS test,
acceptance of the inFoods® IBS test by physicians and their patients, international regulatory approval and sales of the
inFoods® IBS test, accuracy, efficacy and clinical trial results of the inFoods® IBS test, the rapidity
of testing results, negotiations with clinical labs who would offer the inFoods® IBS test, the ability of a CLIA-certified,
high-complexity lab to offer the inFoods® IBS test as a laboratory developed test (LDT), discussions with physicians and
physician groups who could or would offer the inFoods Test to their patients, efficacy of the inFoods IBS test to improve IBS symptoms
in patients, the company’s ability to manufacture the inFoods® IBS test as a commercial product and to increase
manufacturing capacity to meet future product demands, any future FDA marketing authorization, the uniqueness of the Company’s
inFoods® IBS test and other products, pricing of the Company’s inFoods® IBS test, future possible
insurer reimbursement for the inFoods® IBS test, patent protection on the inFoods® IBS and the underlying
technology of the test, or on any of the Company’s other products or technologies, and current or future competition for the inFoods®
IBS test from other medical manufacturers or distributors. Such forward-looking information involves important risks and uncertainties
that could significantly affect anticipated results in the future, including, without limitation: results of studies testing the efficacy
of the Company’s tests and products; regulatory approvals necessary prior to commercialization any of the Company’s products;
availability of the Company’s test kits and other products; capacity, resource and other constraints on our suppliers; dependence
on our third party manufacturers; dependence on international shipping carriers; governmental import/export regulations; demand for our
various tests and other products; competition from other similar products and from competitors that have significantly more financial
and other resources available to them; governmental virus control regulations that make it difficult or impossible for the company to
maintain current operations; the Company’s ability to comply with current and future regulations in the countries where our products
are made and sold and the Company’s ability to obtain patent protection on any aspects of its rapid test technologies. Accordingly,
such results may differ materially from those expressed in any forward-looking statements made by or on behalf of Biomerica. Additionally,
potential risks and uncertainties include, among others, fluctuations in the Company’s operating results due to its business model
and expansion plans, downturns in international and or national economies, the Company’s ability to raise additional capital, the
competitive environment in which the Company will be competing, and the Company’s dependence on strategic relationships. The Company
is under no obligation to update any forward-looking statements after the date of this release.
Corporate
Contact:
Zack
Irani-Cohen
949-645-2111
investors@biomerica.com
Source:
Biomerica, Inc.
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