false
0000073290
0000073290
2025-10-07
2025-10-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 7, 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
October 7, 2025, the Board of Directors (the “Board”) of Biomerica, Inc. (the “Company”) elected to increase
the size of the Board from five directors to six directors and appointed Mr. Gary Huff to serve as an independent member of the Board,
effective immediately. The new member of the Board was appointed to fill the vacancy on the Board created by the increase of the size
of the Board.
The
Board has determined that Mr. Huff is an independent director within the meaning of Nasdaq Rule 5605 and the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). The Board also appointed Mr. Huff to serve as a member of the Company’s Audit
Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Mr. Huff will stand for election to the Board at
our 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”).
Mr.
Huff, a distinguished leader in the healthcare industry, has over 35 years of experience in the laboratory field. As the co-founder of
Starboost Health and the founder and president of Take Charge, LLC, he is highly regarded for his strategic advisory services, which
he provides to private equity firms, hospitals, health systems, and independent clinical and anatomic pathology laboratories. Notably,
he is well respected by hospital and health system executives for guiding them through the laboratory outreach asset sales process.
Mr.
Huff has held several executive roles, including Chief Executive Officer of LabCorp Diagnostics, Chief Executive Officer of Baylor Genetics,
and Chief Operating Officer of Solstas Lab Partners. His background includes working with Fortune 500 companies and leading various types
of laboratories, from public and private equity-backed organizations to health system-owned entities.
Mr.
Huff’s extensive and successful leadership experience in large clinical labs, private equity, and academic institutions gives him
a unique industry perspective. His service on various healthcare boards and his reputation for guiding organizations through significant
challenges highlight his ability to provide strategic and innovative leadership.
In
connection with his appointment to the Board, Mr. Huff will receive an annualized cash fee of $45,000 (paid quarterly). Mr. Huff will
not receive any equity-based compensation in connection with his appointment.
Mr.
Huff 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. Huff 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.
Additionally,
on October 7, 2025, Dr. Jane Emerson, a member of the Board, communicated to the Board that she has determined not to stand for re-election
to the Board at the 2025 Annual Meeting, which is set for December 12, 2025 (the “Annual Meeting”). Dr. Emerson serves on
the Compensation and Audit Committees of the Board and as Chairperson of the Nominating & Governance Committee. Dr. Emerson’s
resignation was not the result of any dispute or disagreement with the Company or the Board. Dr. Emerson had served on the Board since
2007. The Company thanks Dr. Emerson for her dedicated service to the Company.
As
a result of Dr. Emerson’s decision, the Board has approved a reduction in the size of the Board to five members to be effective
as of the Annual Meeting.
Item
7.01 Regulation FD Disclosure
On
October 8, 2025, the Company issued a press release announcing the appointment of Mr. Huff, 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 October 8, 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:
October 8, 2025 |
By: |
/s/
Zackary S. Irani |
| |
|
Zackary
S. Irani Chief Executive Officer |
