Biomerica (NASDAQ: BMRA) investors back 300M share authorization at 2025 meeting

Rhea-AI Filing Summary

Biomerica, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on December 12, 2025. Of 2,947,966 common shares outstanding and entitled to vote as of October 15, 2025, 1,554,917 were represented in person or by proxy, establishing a quorum. Stockholders elected all five director nominees and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. They also ratified the selection of Haskell & White LLP as independent registered public accounting firm for the fiscal year ending May 31, 2026.

Stockholders approved an amendment to the 2024 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan by 200,000. They further approved an amendment to the Amended and Restated Certificate of Incorporation to increase authorized common stock from 25,000,000 to 300,000,000, giving the board greater flexibility to issue equity in the future. Stockholders also approved a proposal permitting adjournment of the Annual Meeting, if necessary or appropriate, including to establish a quorum.

Insights

Corporate governance analyst

Shareholders backed management’s slate and major share authorizations.

Biomerica obtained a solid quorum, with 1,554,917 of 2,947,966 common shares entitled to vote as of October 15, 2025 represented at the 2025 Annual Meeting. All five director nominees were elected, and the advisory vote on named executive officer compensation received more votes for than against, indicating general but not unanimous support for current leadership and pay practices. Ratification of Haskell & White LLP as auditor for the fiscal year ending May 31, 2026 is a typical governance item that passed by a wide margin.

The meeting also approved two capital-related proposals. The 2024 Stock Incentive Plan reserve was increased by 200,000 shares, expanding the pool available for equity-based compensation. Authorized common stock was raised from 25,000,000 to 300,000,000, significantly expanding the number of shares the company may issue in the future. Common shares outstanding were 2,947,966 as of October 15, 2025; this is a baseline figure, not the amount newly authorized.

Approval of an adjournment proposal provides flexibility to reconvene if needed, including to establish a quorum. Overall, these outcomes align with management’s recommendations and set the framework for potential future equity issuances and incentive grants, while leaving the actual timing and use of this capacity to subsequent decisions and disclosures.

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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): December 12, 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 Avenue, Irvine, California		92614
(Address of Principal Executive Offices)		(Zip Code)

(949) 645-2111

(Registrant’s telephone number, including area code)

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(s)		Name of each exchange on which registered
Common Stock, par value $0.08 per share		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 5.07 Submission of Matters to a Vote of Security Holders.

Biomerica, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) on December 12, 2025. As of October 15, 2025, the record date for the 2025 Annual Meeting, the Company had 2,947,966 shares of common stock outstanding and entitled to vote, of which 1,554,917 shares of common stock were present in person or represented by proxy and entitled to vote at the 2025 Annual Meeting. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the 2025 Annual Meeting.

Proposal No. 1: The Company’s stockholders elected each of the five nominees named below to serve on the Company’s Board of Directors (the “Board”) until the next annual meeting of stockholders of the Company and until his or her successor has been elected and qualified or until his or her earlier resignation, death or removal.

Nominee		Votes For		Votes Withheld		Broker Non-votes
Zackary Irani		428,961		76,998		1,048,958
Allen Barbieri		381,206		124,753		1,048,958
Eric Bing Chin, CPA		388,403		117,556		1,048,958
Gary Huff		422,680		83,279		1,048,958
David Moatazedi		361,240		144,719		1,048,958

Proposal No. 2: The Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to our named executive officers.

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
411,157		87,344		7,458		1,048,958

Proposal No. 3: The Company’s stockholders ratified the selection of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2026.

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
1,472,716		73,443		8,758		—

Proposal No. 4: The Company’s stockholders approved the amendment to the Company’s 2024 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the 2024 Stock Incentive Plan by 200,000 shares.

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
371,339		131,430		3,190		1,048,958

Proposal No. 5: The Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to authorize the Board, at their discretion, to effect an increase in the number of authorized shares of the Company’s common stock from 25,000,000 to 300,000,000.

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
1,028,102		513,650		13,165		—

Proposal No. 6: The Company’s stockholders approved an adjournment of the Annual Meeting, if necessary or appropriate, including to establish a quorum.

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
1,349,014		187,592		18,311		—

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: December 16, 2025	By:	/s/ Zackary S. Irani
		Zackary S. Irani
		Chief Executive Officer

FAQ

What did Biomerica (BMRA) stockholders approve at the 2025 Annual Meeting?

Stockholders elected five directors, approved on an advisory basis the compensation of named executive officers, ratified Haskell & White LLP as auditor, expanded the 2024 Stock Incentive Plan by 200,000 shares, increased authorized common stock to 300,000,000, and approved a potential adjournment of the meeting.

How many Biomerica (BMRA) shares were eligible to vote and how many were represented?

As of October 15, 2025, there were 2,947,966 shares of common stock outstanding and entitled to vote, of which 1,554,917 shares were present in person or represented by proxy at the Annual Meeting.

What change was made to Biomerica’s 2024 Stock Incentive Plan?

Stockholders approved an amendment to the 2024 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan by 200,000 shares.

How many authorized common shares does Biomerica (BMRA) now have?

Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase authorized common stock from 25,000,000 shares to 300,000,000 shares.

Which auditor did Biomerica stockholders ratify and for which fiscal year?

Stockholders ratified the selection of Haskell & White LLP as Biomerica’s independent registered public accounting firm for the fiscal year ending May 31, 2026.

Were all Biomerica (BMRA) director nominees elected at the 2025 Annual Meeting?

Yes. Stockholders elected all five nominees—Zackary Irani, Allen Barbieri, Eric Bing Chin, CPA, Gary Huff, and David Moatazedi—to serve on the Board until the next annual meeting and until their successors are elected and qualified or earlier departure.