エドガーで原本を確認する
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): June 4, 2025
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 June 4, 2025, Ms. Cathy Coste stepped down as a member of the Board of Directors (the “Board”) of Biomerica, Inc. (the “Company”). Ms. Coste’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On the same date, the Board appointed Mr. Eric Chin to serve as an independent member of the Board, effective immediately, filling the vacancy created by Ms. Coste’s resignation.
The Board has determined that Mr. Chin is an independent director within the meaning of Nasdaq Rule 5605 and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. In addition to his appointment as an independent director, Mr. Chin will serve as the Chairperson of the Audit Committee and shall serve as a member of the Nominating and Corporate Governance Committee and Compensation Committee.
Mr. Chin has served as the Chief Financial Officer of Akido Labs since January 2023. He has also served on the Board of Directors of Rhode Island Primary Care Physicians Corporation since December 2023. Prior to that, Mr. Chin served as the Chief Financial Officer of Astrana Health (formerly known as Apollo Medical Holdings, Inc.) from 2018 to 2022, and as Controller/Head of Finance – Real Estate at Public Storage from 2015 to 2018. From 2011 to 2015, he served as Assistant Vice President – Financial Reporting at Alexandria Real Estate Equities, Inc. Mr. Chin began his career at Ernst & Young LLP in 2002. He is a Certified Public Accountant and received his Bachelor of Arts in Business/Economics with a specialization in Accounting and Computing from UCLA.
In connection with Mr. Chin’s appointment to the Board, Mr. Chin will receive an annualized cash fee of $41,000 (paid quarterly), and 10,000 Restricted Shares under the 2024 Stock Incentive Plan (the “Plan”) as equity compensation. The Restricted Shares shall “cliff vest” 100% on December 12, 2025, and shall otherwise be subject to the terms and conditions found in the Plan and in the issuance agreement to be provided to Mr. Chin.
Mr. Chin 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. Chin 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.
Item 7.01 Regulation FD Disclosure
On June 6, 2025, the Company issued a press release announcing the appointment of Mr. Chin, a copy of which is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 to this report, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release issued June 6, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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: June 6, 2025 | By: | /s/ Zackary S. Irani |
| Zackary S. Irani Chief Executive Officer | ||
Exhibit 99.1
|
NEWS - For Immediate Release |
Biomerica Appoints Eric B. Chin to Board of Directors and Audit Committee Chair
| - | Mr. Chin brings over 20 years of financial experience across public and private healthcare organizations | |
| - | Mr. Chin currently serves as CFO of Akido Labs where he successfully helped raise $60 million in a recent financing | |
| - | Mr. Chin’s appointment strengthens Biomerica’s corporate governance and financial oversight as Biomerica scales commercialization efforts |
IRVINE, CA – June 06, 2025 – Biomerica, Inc. (NASDAQ: BMRA), a global biomedical company that develops, patents, manufactures and markets advanced diagnostic and therapeutic products, today announced that Eric B. Chin has been appointed to the Company’s Board of Directors, effective June 4, 2025. Mr. Chin will serve as Chairperson of the Audit Committee and as a member of the Nominating and Corporate Governance Committee and the Compensation Committee.
Mr. Chin is an accomplished financial executive with a proven track record in healthcare and life sciences. He currently serves as Chief Financial Officer of Akido Labs, a healthcare technology company focused on preventive and data-driven care, where he successfully helped raise $60 million in a recent financing, and a member of the Board of Directors, Treasurer, and Secretary of Rhode Island Primary Care Physicians Corporation. Mr. Chin has also held executive roles at Astrana Health (formerly Apollo Medical Holdings), Public Storage, and Alexandria Real Estate Equities. He began his career at Ernst & Young LLP and is a Certified Public Accountant.
Mr. Chin replaces Ms. Cathy Coste, who stepped down from the Board on June 4, 2025. Ms. Coste’s resignation did not result from any disagreement with the Company on any matter relating to operations, policies, or practices.
About Biomerica (NASDAQ: BMRA)
Biomerica, Inc. (www.biomerica.com or www.inFoodsIBS.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 primarily focuses on gastrointestinal and inflammatory diseases where the Company has multiple diagnostic and therapeutic products in development. For more information, visit www.inFoodsIBS.com and www.biomerica.com
About inFoods®
The inFoods IBS test is designed to assess a patient’s above normal immunoreactivity to specific foods utilizing a simple finger-stick blood sample. Instead of difficult to manage broad dietary restrictions, physicians can now use the inFoods IBS information to make targeted, patient-specific recommendations about trigger foods that, when removed from the diet, may alleviate IBS symptoms such as pain, bloating, diarrhea and constipation. The inFoods IBS test and clinical outcomes were studied at several prominent centers including Mayo Clinic, Beth Israel Deaconess Medical Center Inc. - a Harvard Medical School Teaching Hospital, Houston Methodist Hospital, and the University of Michigan. The clinical results for improvement in the Abdominal Pain Intensity (API) responder endpoint of >30% reduction in pain, for IBS patients in the treatment diet arm was greater than patients in the placebo diet arm (p-value of 0.0246). The improvement for patients in the treatment arm versus the placebo arm is considered clinically significant and for certain endpoints is similar and, in some cases, better than the current drugs in the market. Further information about Biomerica’s patented inFoods® Technology Platform can be found at: www.inFoodsIBS.com.
|
|
NEWS - For Immediate Release |
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 forward-looking statements may include, but are not limited to, statements relating to the Company’s current and future sales, revenues, operations and earnings, performance and efficacy of the Company’s products and tests, patient results and benefits from use of the Company’s products and tests, uniqueness of the Company’s products, accuracy of the Company’s tests and products, domestic and/or international market adoption and acceptance and demand for the Company’s products, future use of the Company’s products by physicians to treat their patients, and potential revenues from the sale of current or future products. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results, in the future, including, without limitation: earnings and other financial results; results of studies testing the efficacy of the Company’s inFoods tests and other products; regulatory approvals necessary prior to commercialization of the Company’s products; availability of the Company’s test kits and other products; capacity, shipping logistics, 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; regulatory compliance and oversite, and the Company’s ability to obtain patent protection on any aspects of its diagnostic or therapeutic 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.