Biomerica Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 3.03 Material Modification to Rights of Security Holders
The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws: Change in Fiscal Year
As previously disclosed, at Biomerica, Inc.’s (the “Company”) 2024 Annual Meeting of Stockholders held on December 13, 2024 (the “2024 Annual Meeting”), the stockholders of the Company approved a proposal to authorize the Company’s Board of Directors (the “Board”) to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split (the “Reverse Stock Split”) at a ratio between one-for-three and one-for-fifteen, with the ultimate ratio to be determined by the Board in its sole discretion. On April 2, 2025, the Board approved the Reverse Stock Split at a ratio of one-for-eight.
On April 15, 2025, the Company filed an amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, to be effective at 12:01 a.m. Eastern Time on April 21, 2025. On April 21 2025, the Company’s common stock will begin trading on a split-adjusted basis under a new CUSIP, 09061H406. The Reverse Split will proportionately reduce the number of outstanding shares of the Company’s common stock from approximately 20,366,095 to 2,545,762 (subject to rounding of shares). The Reverse Split will not change the number of authorized shares of the Company’s common stock or preferred stock as set forth in our Certificate of Incorporation, as amended.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will instead automatically have their interests rounded up to the next whole share, after aggregating all the fractional interests of a holder resulting from the Reverse Stock Split.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On April 16, 2025, the Company issued a press release announcing the Reverse Stock Split, a copy of which is furnished as an exhibit to this report.
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 Securities Exchange Act of 1934, as amended (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.
Forward-Looking Statements
All statements in this press release that are not based on historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by words such as “will” and “expected”, or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impacts, if any, on the Company’s common stock. Forward-Looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise and forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions, or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Number | Description | |
| 3.1 | Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation | |
| 99.1 | Press Release dated April 16, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 16, 2025 | By: | /s/ Zackary S. Irani |
| Zackary S. Irani Chief Executive Officer | ||