Biomerica Inc 10-K/A, filed Sep 26, 2025
Biomerica Inc (BMRA)
About this 10-K/A
Biomerica Inc filed this 10-K/A on September 26, 2025, covering the fiscal year ended May 31, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
The Fiscal Year Ended
For The Transition Period From ______ To ______
Commission
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Securities registered under Section 12(b) of the Exchange Act:
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Yes
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Yes
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| Large Accelerated Filer ☐ | Accelerated Filer ☐ | |
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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. ☐
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by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
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The
aggregate market value of the registrant’s common stock held by non-affiliates, as of November 30, 2024, was approximately
$
The outstanding number of shares of common stock, par value $, as of September 26, 2025 was .
EXPLANATORY NOTE
We are filing this Amendment No. 1 pursuant to General Instruction G(3) of Form 10-K, as we do not intend to file a definitive proxy statement for our 2025 Annual Meeting of stockholders (the “Annual Meeting”) within 120 days of the end of our fiscal year ended May 31, 2025. Accordingly, this Amendment No. 1 is being filed solely to:
| ● | amend and restate Part III, Items 10 (Directors, Executive Officers and Corporate Governance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director Independence) and 14 (Principal Accountant Fees and Services) of our 2025 Annual Report, in their entirety as set forth herein; and | |
| ● | file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment No. 1 under Item 15 of Part IV hereof pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
Because no financial statements have been included in this Amendment No. 1, and because this Amendment No. 1 does not contain or amend any disclosure with respect to paragraphs 3, 4 and 5 of Items 307 and 308 of Regulation S-K, the corresponding certifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Amendment No. 1.
Except as set forth above, no other Items of our 2025 Annual Report have been amended or revised in this Amendment No. 1, and all such other Items shall be as set forth in such 2025 Annual Report. Accordingly, this Amendment No. 1 should be read in conjunction with the 2025 Annual Report and our other filings with the SEC. Certain capitalized terms used and not otherwise defined in this Amendment No. 1 have the meanings given to them in the 2025 Annual Report.
Table of Contents
|
Page No. | |
| PART III | ||
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 1 |
| ITEM 11. | EXECUTIVE COMPENSATION | 8 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 13 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 14 |
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 15 |
| PART IV | ||
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 15 |
| SIGNATURES | 18 | |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
DIRECTORS
The following table sets forth the name and current age of each director nominee, the year he or she was first elected, and his or her current position(s) with the Company. The Company does not pay a fee to any third party to identify potential nominees. The Board has not received recommended nominees from a stockholder and none of our directors or director nominees were selected pursuant to any arrangement or understanding, other than with our directors acting within their capacity as a director. There are no family relationships among any of our directors, director nominees, or executive officers.
| Name | Age | Director Since | Positions Held | |||
| Zackary Irani | 59 | 1997 | Chief Executive Officer and Director | |||
| Allen Barbieri | 67 | 1999 | Executive Vice-Chairperson of the Board and Corporate Secretary | |||
| Jane Emerson, M.D., Ph.D. | 70 | 2007 | Director, Chairperson of Nominating & Governance Committee and Member of Compensation and Audit Committees | |||
| Catherine Coste | 58 | 2020 | Director, Chairperson of Audit Committee and Member of Nominating & Governance and Compensation Committees (resigned as of June 4, 2025) | |||
| Eric Bing Chin | 41 | 2025 | Director, Chairperson of Audit Committee and Member of Nominating & Governance and Compensation Committees | |||
| David Moatazedi | 47 | 2023 | Director, Chairperson of Compensation Committee and Member of Audit and Nominating and Governance Committees |
Background of Nominees
Zackary Irani
Mr. Zackary Irani has served as a Director, Chief Executive Officer of the Company since April 1997. Until June 2024, Mr. Zackary Irani served as the Chairperson of the Board from April 1997. Prior to that time, Mr. Zackary Irani served as the Company’s Vice-President of Business Development. He has been an employee of the Company since 1986. During the fiscal years 2008 and 2009, Mr. Zackary Irani also served as Chairperson of the Board of Lancer Orthodontics, Inc., a medical device company with manufacturing operations in the U.S. and Mexico, and served as Lancer’s Chief Executive Officer from April 1997 until April 2004. Mr. Zackary Irani holds a BS degree and an MBA degree from the University of California, Irvine - The Paul Merage School of Business.
We believe Mr. Zackary Irani is qualified to serve on our Board because of his service as the Chief Executive Officer of the Company, his extensive knowledge of the Company’s business and operations, his financial expertise, his education, and his knowledge of the business sector in which the company competes.
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Allen Barbieri
Mr. Allen Barbieri served as an Executive Director and as Vice Chairperson and Corporate Secretary of the Company since August 2020. Since January 2022, Mr. Barbieri has also concurrently served as the Chief Executive Officer of Küleon LLC, a small private biotech company engaged in development of therapeutic drugs targeting neurologic disorders. From October 1999 through August 2020, Mr. Allen Barbieri also served as an outside independent director of the Company From March 2015 to April 2022, Mr. Allen Barbieri served as a member of the board of directors of CareTrust REIT, Inc. (NYSE:CTRE), a large publicly traded real estate investment trust, where he served as Chairman of the Corporate Governance and Nominating Committee and as a member of the Audit and Compensation Committees. From January 2010 to March 2018, Mr. Allen Barbieri served as the Chief Executive Officer of Biosynthetic Technologies, a privately held, renewable specialty chemicals company, with BP and Monsanto as primary owners. Prior to that, from April 2004 to September 2009, Mr. Allen Barbieri served as the Chief Executive Officer of Lancer Orthodontics, Inc., a medical device company with manufacturing operations in the U.S. and Mexico. From 1998 to 1999, he served as President and Chief Financial Officer of BUY.COM, a major internet retailer, and from 1994 to 1999 Mr. Allen Barbieri was President and Chief Executive Officer of Pacific National Bank. Mr. Allen Barbieri holds an MBA from Massachusetts Institute of Technology (MIT).
We believe Mr. Allen Barbieri is qualified to serve on our Board due to his extensive knowledge of the Company’s business and operations, his financial expertise in investment banking and experience as a Chief Executive Officer and Chief Financial Officer of public and private institutions, his education, and his prior experience as a board member of numerous public and private companies.
Dr. Jane Emerson
Dr. Jane Emerson has served as a Director of the Company since April 2007. Since July 1, 2009, Dr. Emerson has served as Vice Chair for Clinical Programs and Chief of Clinical Pathology at the University of Southern California Keck School of Medicine, Los Angeles, California. From 1994 to 2009, Dr. Emerson was on the faculty of the University of California, Irvine School of Medicines where she served as Chief of Clinical Pathology, and from 2000 to 2009, she served as the Vice Chair for Clinical Programs, Department of Pathology, and Laboratory Medicine. Dr. Emerson holds a MD from the University of Virginia, completed a residency in Laboratory Medicine at Johns Hopkins, and earned a PhD in Physics from Brown.
We believe Dr. Emerson is qualified to serve on our Board due to her extensive education, her industry leading experience in the clinical laboratory sector, her knowledge of clinical lab products and the process of attaining regulatory clearance for new lab-based diagnostic tests, and her 13 years of experience of service on the Board of the Company.
Catherine Coste
Ms. Catherine Coste served as a Director of the Company from September 2020 to June 2025. Ms. Catherine Coste retired from Deloitte and Touche LLP (“Deloitte”), an industry-leading audit, consulting, tax and advisory firm, in 2020, where she was a senior Partner and served as one of Deloitte’s Life Sciences industry executive leaders. During her career at Deloitte, Ms. Catherine Coste was directly involved with over 30 life science corporations, the majority of which were large-cap and medium-cap public corporations. Ms. Catherine Coste has served as an Independent Director at Minerva Surgical, Inc., a commercial-stage medical technology company, since February 2021, where she is Chair of the Audit Committee and a Member of the Compensation Committee. Ms. Catherine Coste has also served as an Independent Director at Renalytix, plc(NASDAQ: RNLX), an artificial intelligence-enable in vitro diagnostics company, since June 2023, where she Chairs the Audit Committee and is also a Member of the Renumeration Committee. Ms. Catherine Coste spent 32 years in both corporate and professional services positions leading global finance, internal audit and operations teams. She has extensive experience in Sarbanes-Oxley compliance, corporate risk analysis and management, cyber risk assessment, fraud prevention, IT systems analysis and upgrades, internal controls, and corporate governance. Ms. Catherine Coste is a Certified Public Accountant in California and holds a Bachelor of Science in Business Administration with a focus on Accounting from California State University, Hayward.
We believe Ms. Catherine Coste was qualified to serve on our Board due to her education, her extensive work experience as a partner at Deloitte, more than 20 years of experience advising life sciences companies in multiple areas of their operations including accounting and finance, and other experience serving on the board of a public life science company.
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Eric Bing Chin, CPA
Mr. Eric Bing Chin, CPA has served as a Director of the Company since June 2025. Mr. Chin has served as the Chief Financial Officer of Akido Labs, Inc. since January 2023 and as a board member, Treasurer, and Secretary of Rhode Island Primary Care Physicians Corporation since December 2023. From 2018 to 2022, Mr. Chin served as Chief Financial Officer at Astrana Health, a publicly traded company and member of the S&P SmallCap 600. From 2011 to 2018, Mr. Chin served in finance leadership positions within Public Storage and Alexandria Real Estate Equities, both of which are publicly traded and members of the S&P 500. From 2002 to 2011, Mr. Chin was a practicing CPA with EY, a global public accounting firm. Mr. Chin holds a BA degree from UCLA.
Mr. Chin serves as an advisory board member for AI 2030, a fundraiser for the American Heart Association’s Executives with Heart, and a fundraiser for the Covenant House of Los Angeles. He also actively volunteers as a mentor for the UCLA Alumni mentoring program. Mr. Chin is also a Member of the Healthcare Financial Management Association, a Charter Member of The F-Suite, and a member of the National Association of Corporate Directors.
We believe Mr. Chin is qualified to serve on our Board due to his education, his financial expertise, his experience as a Chief Financial Officer of healthcare companies, his professional experience, and his prior experience serving as a member of the board of directors of a healthcare company.
David Moatazedi
Mr. David Moatazedi has served as a Director of the Company since September 2020. Mr. David Moatazedi has served as the President and Chief Executive Officer, and as a member of the of board of directors of Evolus, Inc. (“Evolus”) (NASDAQ: EOLS), since May 2018. Evolus is a publicly traded life sciences company headquartered in Orange County, California, with a market capitalization of approximate $500 million. From March 2017 to June 2020, David also served as an independent board member of Obalon Therapeutics, a publicly traded life sciences company that was later merged into ReShape Lifesciences Inc. From 2016 to 2018, Mr. David Moatazedi served as Senior Vice President at Allergan Inc. (“Allergan”), and head of the U.S. Medical Aesthetics division. Mr. David Moatazedi also worked in various other leadership positions within Allergan since 2005, including Vice President, Sales and Marketing of the U.S. Facial Aesthetics, and the U.S. Plastic Surgery Divisions. Before Allergan, from 2000 to 2005 Mr. David Moatazedi was a district manager for Novartis Pharmaceuticals, a multinational pharmaceuticals company. Mr. David Moatazedi holds, an MBA from Pepperdine University and a BA degree from California State University, Long Beach.
We believe Mr. David Moatazedi is qualified to serve on our Board due to his education, his financial expertise, his experience as a Chief Executive Officer of a publicly traded life sciences company, his professional experiences, and his prior experience serving as a member of the board of directors of a public life science company.
EXECUTIVE OFFICERS
The following table sets forth the names, ages and positions of our executive officers:
| Name | Age | Position(s) | ||
| Zackary Irani | 59 | Chief Executive Officer | ||
| Allen Barbieri | 67 | Executive Vice Chairperson | ||
| Gary Lu | 45 | Chief Financial Officer |
The following provides certain biographical information with respective to each of our executive officers who is not a director.
| Zackary Irani | Mr. Zackary Irani’s background is discussed above under the heading “Background of Nominees.” |
| Allen Barbieri | Mr. Allen Barbieri’s background is discussed above under the heading “Background of Nominees.” |
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| Gary Lu | Mr. Gary Lu has served as the Chief Financial Officer of the Company since March 2023. Mr. Gary Lu brings over 20 years of diverse extensive experience with SEC publicly traded and privately held companies in corporate strategy, financial management, operations, fundraising, and merger and acquisition activities. Prior to joining the Company, from September 2019 to February 2023, Mr. Gary Lu served as the Controller and Vice President of Finance at Happy Money, a leading platform for unsecured lending. From January 2019 to September 2019, Mr. Gary Lu served as Controller and Vice President of Finance at Verb Technology Company, Inc. (NASDAQ: VERB), a software company. From January 2015 to January 2019, Mr. Gary Lu served as Vice President Southwest Corporate Controller at FirstService Residential Management, Inc., a property management company, and the largest subsidiary of FirstService Corporation (NASDAQ: FSV). From October 2014 to January 2015, he served as the Corporate Controller and Head of Finance at Hoag Orthopedic Institute, LLC, a nationally ranked organization for orthopedic care. From December 2008 to October 2014, he served within various finance cross-disciplined roles at Broadcom Inc. (NASDAQ: AVGO), a semi-conductor manufacturing company. Mr. Gary Lu began his career at Ernst & Young, LLP, a professional services company, where he served as an Assurance Manager from September 2003 to November 2008, and provided assurance services to both publicly traded and private company clients of the firm. Mr. Gary Lu is a certified public accountant and received a BA in Economics and Accounting from the University of California, Los Angeles (UCLA). |
BOARD DIVERSITY
The diversity of the Company’s Board is listed below and is reviewed annually by the Board.
| Board Diversity Matrix (as of September 30, 2025) | ||||||||||||||||
| Total Number of Directors | 5 | |||||||||||||||
| Female | Male | Non- Binary | Did Not Disclose Gender | |||||||||||||
| Part I: Gender Identity | ||||||||||||||||
| Directors | 1 | 4 | - | - | ||||||||||||
| Part II: Demographic Background | ||||||||||||||||
| African American or Black | - | - | - | - | ||||||||||||
| Alaskan Native or Native American | - | - | - | - | ||||||||||||
| Asian | - | 1 | - | - | ||||||||||||
| Hispanic or Latinx | - | - | - | - | ||||||||||||
| Native Hawaiian or Pacific Islander | - | - | - | - | ||||||||||||
| White | 1 | 3 | - | - | ||||||||||||
| Two or More Races or Ethnicities | - | - | - | - | ||||||||||||
| LGBTQ+ | - | - | - | - | ||||||||||||
| Did Not Disclose Demographic Background | - | - | - | - | ||||||||||||
LEGAL PROCEEDINGS
There are no legal proceedings related to any of our directors, director nominees, or executive officers which are required to be disclosed pursuant to applicable SEC rules.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board maintains an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. For the fiscal year ended May 31, 2025, the Board held eight in-person or telephonic Board meetings, three of which were strategy and update meetings with management, and acted by unanimous written consent three times. The Audit Committee held seven meetings; the Compensation Committee held four meetings; and the Nominating and Corporate Governance Committee held four meetings. During the fiscal year ended May 31, 2025, all directors attended 75% or more of the aggregate meetings of the Board and the Committees on which they served.
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Company has a Nominating and Corporate Governance Committee Charter which may be viewed on the Company’s website at www.biomerica.com.
The Company has a standing Nominating and Corporate Governance Committee (the “Governance Committee”). The Governance Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise arise. In the event that vacancies are anticipated or otherwise arise, the Governance Committee utilizes a variety of methods for identifying and evaluating director candidates. The Governance Committee will consider candidates recommended by current directors, professional search firms, stockholders or other persons.
To select a director candidate, the Governance Committee undergoes a series of discussions and review of the candidates. Once the Governance Committee has identified a prospective nominee, the Governance Committee will evaluate the prospective nominee in the context of the then current composition of the Board and will consider a variety of other factors, including the prospective nominee’s public company experience, corporate governance experience, business, technology, strategy, and industry experience, finance and financial reporting experience, and other attributes that would be expected to contribute to an effective Board. The Board seeks to identify nominees who possess a diverse range of experience, skills, areas of expertise, industry knowledge, business judgment, and professional ethics and values. Although the Governance Committee does not have a formal policy with respect to diversity, it has a well-established process to identify director nominees, and considers diversity when evaluating candidates for director nominees. The Board does not evaluate stockholder nominees differently than any other nominee.
Our Board will consider stockholder nominations for directors if we receive timely written notice, in proper form, of the nomination. To be timely, the notice must be received within the time frame discussed below in this Proxy Statement under the heading “Date of Submission of Stockholder Proposals.” To be in proper form, the notice must, among other matters, include each nominee’s written consent to serve as a director for the Company if elected at the next annual meeting, a description of all arrangements or understandings between the nominating stockholder and the nominee, and certain other information about the nominating stockholder and the nominee.
The Governance Committee met four times during the fiscal year ended May 31, 2025. For the fiscal year ended May 31, 2025, the Committee consisted of Dr. Jane Emerson, Mr. David Moatazedi and Ms. Catherine Coste with Dr. Jane Emerson serving as Chairperson of the Governance Committee. Following our fiscal year end, on June 4, 2025, Ms. Catherine Coste resigned as an independent member of the Board, thereby vacating her position as a member of the Governance Committee. On the same date, the Board appointed Mr. Eric Bing Chin to serve as an independent member of the Board and also as a member of the Governance Committee filling the vacancy created by Ms. Coste’s resignation . After the Annual Meeting, it is anticipated that Dr. Jane Emerson will continue to serve as Chair of the Governance Committee and Mr. David Moatazedi and Mr. Eric Bing Chin will remain members.
COMPENSATION COMMITTEE
The Company has a Compensation Committee Charter which may be viewed on the Company’s website at www.biomerica.com.
The Compensation Committee is responsible for assisting the Board in discharging its responsibilities regarding the compensation of our employees and directors. The specific duties of the Compensation Committee include, among other matters: reviewing and approving executive compensation; evaluating our executive officers’ performance; setting the compensation levels of our executive officers; setting our incentive compensation plans, including our equity-based incentive plans; making recommendations to the Board for annual compensation of directors; and making recommendations to our Board regarding our overall compensation structure, policies and programs.
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The Compensation Committee may delegate authority to the chief executive officer or the chief financial officer to grant equity incentive plan awards to our non-executive employees consistent with the parameters approved in advance by the compensation committee.
Historically, our Chief Executive Officer and Executive Vice-chairperson have provided input and recommendations to the Compensation Committee on the compensation of executive officers and members of the Board. In addition, representatives from our executive management team finance function have provided information or recommendations to the Compensation Committee regarding design of any cash and equity incentive programs. Also, while the Compensation Committee does not officially retain an executive compensation consultant, it does obtain industry and peer-group compensation information from certain national compensation consulting firms and other industry resources. The Compensation Committee reviews all of this input and information in determining and setting director and executive officer compensation plans. All decisions affecting executive officer compensation are made by the Compensation Committee, in its sole discretion.
The Compensation Committee met four times during the fiscal year ended May 31, 2025. One Compensation Committee meeting was held without management, and three Compensation Committee meetings were held with management attending at least a portion of the meeting. For the fiscal year-end May 31, 2025, the Compensation Committee was comprised of Mr. David Moatazedi, Dr. Jane Emerson and Ms. Catherine Coste, with Mr. David Moatazedi serving as Chairperson of the Compensation Committee. Following our fiscal year end, on June 4, 2025, Ms. Catherine Coste resigned as an independent member of the Board, thereby vacating her position as a member of the Compensation Committee. On the same date, the Board appointed Mr. Eric Bing Chin to serve as an independent member of the Board and also as a member of the Compensation Committee filling the vacancy created by Ms. Coste’s resignation. It is anticipated that Mr. David Moatazedi will continue to serve as Chairperson of the Compensation Committee after the Annual Meeting, and Dr. Jane Emerson and Mr. Eric Bing Chin will remain members.
AUDIT COMMITTEE
The Company has an Audit Committee Charter which may be viewed on the Company’s website at www.biomerica.com.
The Audit Committee is responsible for overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the Audit Committee assists the Board in its oversight of our compliance with legal and regulatory requirements. The specific duties of the Audit Committee include, among others: monitoring the integrity of our financial process and systems of internal controls regarding finance, accounting and legal compliance; selecting our independent auditor; monitoring the independence and performance of our independent auditor; and providing an avenue of communication among the independent auditor, our management and our Board. The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to all of our employees and to the independent auditor. The Audit Committee also has the ability to retain, at the Company’s expense and without further approval of the Board, special legal, accounting, or other consultants or experts that it deems necessary in the performance of its duties.
The Audit Committee met four times during the fiscal year ended May 31, 2025. For the fiscal year ended May 31, 2025, the Audit Committee consisted of Ms. Catherine Coste, Mr. David Moatazedi, and Dr. Jane Emerson with Ms. Catherine Coste serving as Chairperson of the Audit Committee. Following our fiscal year end, on June 4, 2025, Ms. Catherine Coste resigned as an independent member of the Board, thereby vacating her position as Chairperson of the Audit Committee. On the same date, the Board appointed Mr. Eric Bing Chin to serve as an independent member of the Board and also as the Chairperson of the Audit Committee filling the vacancy created by Ms. Coste’s resignation. It is anticipated that Mr. Eric Bing Chin will serve as the Chairperson of the Audit Committee after the Annual Meeting, and Dr. Jane Emerson and Mr. David Moatazedi will remain members. The Board has determined that Mr. Eric Bing Chin qualifies as an “audit committee financial expert” and that each member of the Audit Committee is financially literate. All members of the Audit Committee meet the independence standards set forth in applicable Securities and Exchange Commission (“SEC”) and Nasdaq rules.
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DIRECTOR INDEPENDENCE
The Board reviews the independence of each director when he or she is elected to the Board and monitors their independence on a continual basis. The Board considers the transactions and relationships between each member and the Company in determining independence. The Board determines independence based on the definition of “Director Independence” as defined by SEC rules and as determined in accordance with Rule 5605 of the Marketplace Rules of Nasdaq. Based upon that review, the Board has affirmatively determined that Mr. Eric Bing Chin, Mr. David Moatazedi, and Dr. Jane Emerson are independent, (collectively, the “Independent Directors”).
BOARD LEADERSHIP STRUCTURE
The Board selects a Chairperson in a manner it determines to be in the best interests of the Company. It is in the Board’s discretion to determine whether the same individual should serve as both the Chief Executive Officer and Chairperson of the Board or whether those roles should be separated. This flexibility permits the Board to organize its functions and conduct its business in a manner it deems most effective in then-prevailing circumstances and to select the individual it considers to be best-suited to serve as Chairman of the Board at any particular time. At this time, the Board has not yet appointed a new person to serve as the Chairperson of the Board.
BOARD ROLE IN RISK OVERSIGHT
The Board is responsible for oversight of material risks facing the Company, including financial, cybersecurity, and compliance risks, while our management team is responsible for the day-to-day management of risk. In addition, the Board has delegated oversight of certain categories of risk to the Audit Committee and the Compensation Committee, which are comprised entirely of independent directors. The Audit Committee and the Compensation Committee respectively report to the Board as appropriate on matters that involve specific areas of risk that each committee oversees.
Financial, Compliance and Controls Risks
The Audit Committee has scheduled periodic and annual reviews and discussions with management regarding significant risk exposures and incident metrics, including those relating to global financial, accounting, and treasury matters, internal audit and controls, and legal and regulatory compliance. These discussions cover the steps management has taken to monitor, control, and report such exposures, as well as the Company’s policies with respect to risk assessment and risk management.
Employee Compensation Risks
The Compensation Committee oversees management of risks relating to the Company’s compensation plans and programs. The Company’s management and the Compensation Committee have assessed the risks associated with the Company’s compensation policies and practices for all employees, including non-executive officers. These include risks relating to setting ambitious targets for our employees’ compensation or the vesting of their equity awards, our emphasis on at-risk equity-based compensation, discrepancies in the values of equity-based compensation depending on employee tenure relative to increases in stock price over time and the potential impact of such factors on the retention or decision-making of our employees, particularly our senior management. Based on the results of this assessment, the Company does not believe that its compensation policies and practices for all employees, including non-executive officers, create risks that are reasonably likely to have a material adverse effect on the Company.
CORPORATE GOVERNANCE
The Company’s Corporate Governance Policy and its Policy on Business Conduct and Ethics (“Ethics Policy”) for all directors, officers, and employees of the Company, including executive officers, are available on the Company’s web site at www.biomerica.com. Stockholders may also obtain free of charge printed copies of this policy by writing to the Corporate Secretary of the Company at our principal executive offices.
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DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who own more than 10% of a registered class of securities to file initial reports of ownership of our stock and reports of changes in such ownership with the SEC. To our knowledge, all required filings pursuant to Section 16(a) were timely made during the fiscal year ended May 31, 2025.
EMPLOYEE, DIRECTOR, AND OFFICER HEDGING
We have not adopted any policy regarding the ability of our employees (including officers) or directors, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities.
INSIDER TRADING POLICY
We also maintain a Policy on Insider Trading governing the purchase or sale of our securities by our officers, directors and employees and consultants, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. We consider it improper and inappropriate for any employee, officer or director to engage in short-term or speculative transactions in our securities. The Policy on Insider Trading specifically prohibits officers, directors and other employees and consultants from engaging in short sales, margin accounts, pledging or hedging transactions of our securities. A copy of the Policy on Insider Trading Policy was filed as Exhibit 19.1 to our 2025 Annual Report.
COMPENSATION RECOVERY POLICY
We believe that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and reinforces our pay-for-performance compensation philosophy. We have adopted a compensation recovery policy, which has been filed as an exhibit to our 2025 Annual Report. The compensation recovery policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws and describes certain remedies available to the Board to address executive officers who have engaged in fraudulent or other intentional misconduct. Our compensation recovery policy applies to any compensation paid to executive officers that is granted, earned, or vested based wholly or in part upon attainment of a financial reporting measure.
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION OF NAMED EXECUTIVE OFFICERS
In December 2024, our Compensation Committee conducted its annual review of our compensation philosophy and made recommendations to the Board, which set the total compensation plan for our Named Executive Officers. This review included certain market data, other factors, and operational performance of the Company. The focus of the Compensation Committee, the Board, and management is aligning management total compensation with shareholder return. As such, the Company pays below market salaries and cash bonuses (when paid) and focuses on equity awards for Named Executive Officers.
Cash Compensation
We use salary to compensate our Named Executive Officers for services rendered during the year and to recognize each of their experience, skills, knowledge, and responsibilities required of each Named Executive Officers. Our Compensation Committee considers adjustments to salary to reflect market conditions and Company results.
Equity Compensation
We view equity awards as the critical element of total compensation of our Named Executive Officers. Although we do not specifically tie any portion of a Named Executive Officer’s equity compensation to Company performance, the Company utilizes incentive stock options and restricted stock as equity awards, the value of which bears a direct correlation to total shareholder return. Stock options issued to Named Executive Officers, often vest over a four-year period. Stock options issued to Named Executive Officers are always issued with an exercise price equal to the then current market price of the Company’s Common Stock. As such, the value in these issued stock options is tied to long-term increases in stockholder value. Further, since issued stock options generally vest over four (4) years, these equity awards serve as a means of retaining our Named Executive Officers, as well as other employees of the Company.
The Compensation Committee and, if applicable, the Board typically grant equity awards, including, if any, stock options, during their regularly scheduled meetings early in the fiscal year. However, the timing of this approval may be changed in the event of extraordinary circumstances, including in connection with mid-year promotions and new hires. The Compensation Committee and the Board do not take material nonpublic information into account when determining the timing and terms of equity awards, including options. The Compensation Committee and the Board do not time the release of material nonpublic information to affect the value of executive compensation.
| 8 |
The following table sets forth the total compensation earned by the Company’s Chief Executive Officer, Executive Vice Chairperson and Chief Financial Officer and Secretary (the “Named Executive Officers”) for the fiscal years ended May 31, 2025 and 2024.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Stock Awards ($) | Option Awards ($) (4) | Total ($) | |||||||||||||
| Zackary Irani (1), | 2025 | $ | 122,596 | 78,438 | - | $ | 201,034 | |||||||||||
| Chairman & Chief Executive Officer | 2024 | $ | 150,000 | - | 210,103 | $ | 360,103 | |||||||||||
| Allen Barbieri (2), | 2025 | $ | 93,415 | 34,513 | - | $ | 127,928 | |||||||||||
| Director, Executive Vice Chairman & Secretary | 2024 | $ | 124,583 | - | 119,400 | $ | 243,983 | |||||||||||
| Gary Lu (3), | 2025 | $ | 260,000 | 51,769 | - | $ | 311,769 | |||||||||||
| Chief Financial Officer | 2024 | $ | 260,000 | - | 125,636 | $ | 385,636 | |||||||||||
| (1) | As part of cost reduction measures during the fiscal year ended May 31, 2025, Mr. Zackary Irani voluntarily reduced his salary from $150,000 to $75,000 effective August 1, 2024. Effective January 1, 2025, Mr. Irani’s annual base salary was reinstated to $150,000. In the fiscal years ended May 31, 2025 and 2024, there were no management incentive cash bonuses and Mr. Zackary Irani received no issuance of stock. Mr. Zackary Irani was granted 31,250 shares of restricted stock during the fiscal year ended May 31, 2025. The aggregate grant-date fair value of these shares of restricted stock was $78,438, based on the closing market price of the Company’s common stock of $2.51 per share on the date of grant. |
| (2) | As part of cost reduction measures during the fiscal year ended May 31, 2025, Mr. Allen Barbieri voluntarily reduced his salary from $110,000 to $88,000 effective August 1, 2024. In the previous fiscal year ended May 31, 2024, Mr. Allen Barbieri’s salary was voluntarily reduced from $110,000 to $88,000, effective January 1, 2024. In the fiscal years ended May 31, 2025 and 2024, there were no management incentive cash bonuses and Mr. Allen Barbieri received no issuance of stock. Mr. Allen Barbieri was granted 13,750 shares of restricted stock during the fiscal year ended May 31, 2025. The aggregate grant-date fair value of these shares of restricted stock was $34,513, based on the closing market price of the Company’s common stock of $2.51 per share on the date of grant. |
| (3) | During the fiscal year ended May 31, 2025, Mr. Gary Lu did not receive a salary increase. In the previous fiscal year ended May 31, 2024, his salary became effective upon his appointment as chief financial officer on March 1, 2023. In the fiscal years ended May 31, 2025 and 2024, there were no management incentive cash bonuses and Mr. Gary Lu received no issuance of stock. Mr. Gary Lu was granted 20,625 shares of restricted stock during the fiscal year ended May 31, 2025. The aggregate grant-date fair value of these shares of restricted stock was $51,769, based on the closing market price of the Company’s common stock of $2.51 per share on the date of grant. |
| (4) | For additional information as to the assumptions made in valuation, see Note 2 to the Company’s audited financial statements filed with the SEC in our Annual Report. |
Employment Agreement
The Company has a written employment agreement with Gary Lu for his role as the Chief Financial Officer of the Company (the “Lu Employment Agreement”). Mr. Lu’s employment is at-will and may be terminated by him or the Company at any time, with or without cause or notice. Pursuant to the Lu Employment Agreement, Mr. Lu is entitled to separation pay under the following circumstances:
| i. | Termination by the Company for Cause: If the Company terminates Mr. Lu for Cause (as defined in the Lu Employment Agreement), Mr. Lu is entitled to all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination. |
| 9 |
| ii. | Termination by the Company without Cause: If the Company terminates Mr. Lu without Cause (as defined in the Lu Employment Agreement), Mr. Lu shall be paid all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination. In the event Mr. Lu is terminated by the Company without Cause, including following a Change in Control (as defined by the Lu Employment Agreement), he will be eligible for severance pay that is equal to 12 months of Mr. Lu’s base bay, provided that he executes and does not revoke a customary general release of claims against the Company and its affiliates, officers, directors, agents, and employees (the “Severance Payment”). | |
| iii. | Termination by the Employee with Cause: If Mr. Lu terminates his employment with the Company with Cause, including a termination with Cause following a Change in Control, he will be eligible for a Severance Payment. In the event of a termination of employment by Mr. Lu with Cause following a Change in Control, all unvested stock options previously issued to him shall become immediately vested and exercisable. |
The Company has a written employment agreement with Zack Irani for his role as the Chief Executive Officer of the Company (the “Irani Employment Agreement”). Mr. Irani’s employment is at-will and may be terminated by him or the Company at any time, with or without cause or notice. Pursuant to the Irani Employment Agreement, Mr. Irani is entitled to separation pay under the following circumstances:
| i. | Termination by the Company for Cause: If the Company terminates Mr. Irani for Cause (as defined in the Irani Employment Agreement), Mr. Irani is entitled to all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination. | |
| ii. | Termination by the Company without Cause: If the Company terminates Mr. Irani without Cause (as defined in the Irani Employment Agreement), Mr. Irani shall be paid all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination. In the event Mr. Irani is terminated by the Company without Cause, including following a Change in Control (as defined by the Irani Employment Agreement), he will be eligible for severance pay that is equal to 12 months of Mr. Irani’s base bay, provided that he executes and does not revoke a customary general release of claims against the Company and its affiliates, officers, directors, agents, and employees (the “Severance Payment”). | |
| iii. | Termination by the Employee with Cause: If Mr. Irani terminates his employment with the Company with Cause, including a termination with Cause following a Change in Control, he will be eligible for a Severance Payment. In the event of a termination of employment by Mr. Irani with Cause following a Change in Control, all unvested stock options previously issued to him shall become immediately vested and exercisable. |
The Company has a written employment agreement with Allen Barbieri for his role as the Corporate Secretary and Executive Vice Chairman of the Company (the “Barbieri Employment Agreement”). Mr. Barbieri’s employment is at-will and may be terminated by him or the Company at any time, with or without cause or notice. Pursuant to the Barbieri Employment Agreement, Mr. Barbieri is entitled to separation pay under the following circumstances:
| i. | Termination by the Company for Cause: If the Company terminates Mr. Barbieri for Cause (as defined in the Barbieri Employment Agreement), Mr. Barbieri is entitled to all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination. |
| ii. | Termination by the Company without Cause: If the Company terminates Mr. Barbieri without Cause (as defined in the Barbieri Employment Agreement), Mr. Barbieri shall be paid all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination. In the event Mr. Barbieri is terminated by the Company without Cause, including following a Change in Control (as defined by the Irani Employment Agreement), he will be eligible for severance pay that is equal to 12 months of Mr. Irani’s base bay, provided that he executes and does not revoke a customary general release of claims against the Company and its affiliates, officers, directors, agents, and employees (the “Severance Payment”). | |
| iii. | Termination by the Employee with Cause: If Mr. Barbieri terminates his employment with the Company with Cause, including a termination with Cause following a Change in Control, he will be eligible for a Severance Payment. In the event of a termination of employment by Mr. Barbieri with Cause following a Change in Control, all unvested stock options previously issued to him shall become immediately vested and exercisable. |
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisabe | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||
| 3/24/2016 | 12,500 | 0 | 0 | $ | 9.60 | 3/24/2026 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 1/22/2018 | 9,375 | 0 | 0 | $ | 31.20 | 1/22/2028 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/20/2018 | 18,750 | 0 | 0 | $ | 18.00 | 12/20/2028 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/19/2019 | 15,625 | 0 | 0 | $ | 22.48 | 12/19/2029 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Zackary Irani | 12/10/2020 | 9,827 | 0 | 0 | $ | 50.88 | 12/10/2030 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| 12/9/2021 | 9,375 | 3,125 | 0 | $ | 35.68 | 12/9/2031 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/7/2023 | 6,563 | 6,562 | 0 | $ | 13.36 | 4/20/2033 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/13/2023 | 4,844 | 14,531 | 0 | $ | 7.91 | 12/13/2033 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/13/2024 | 0 | 0 | 0 | $ | - | 31,250 | 78,438 | 0 | 0 | |||||||||||||||||||||||||||
| 3/24/2016 | 4,375 | 0 | 0 | $ | 9.60 | 3/24/2026 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 1/22/2018 | 3,125 | 0 | 1 | $ | 31.20 | 1/22/2028 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/20/2018 | 6,250 | 0 | 2 | $ | 18.00 | 12/20/2028 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/19/2019 | 6,250 | 0 | 3 | $ | 22.48 | 12/19/2029 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Allen Barbieri | 12/10/2020 | 3,750 | 0 | 4 | $ | 50.88 | 12/10/2030 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| 12/9/2021 | 5,625 | 0 | 5 | $ | 35.68 | 12/9/2031 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/7/2023 | 6,250 | 0 | 6 | $ | 13.36 | 4/20/2033 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/13/2023 | 12,500 | 0 | 7 | $ | 7.91 | 12/13/2033 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/13/2024 | 0 | 0 | 0 | $ | - | 13,750 | 34,513 | 0 | 0 | |||||||||||||||||||||||||||
| 4/6/2023 | 6,250 | 6,250 | 0 | $ | 13.92 | 4/6/2033 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Gary Lu | 12/13/2023 | 4,844 | 14,531 | 0 | $ | 7.91 | 12/13/2033 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| 12/13/2024 | 0 | 0 | 0 | $ | - | 20,625 | 51,769 | 0 | 0 | |||||||||||||||||||||||||||
| (1) | The vesting dates coincide with the option grant date annually for options held at the fiscal year-end. |
| (2) | For Mr. Zackary Irani, 25% of the option awards granted on 12/7/2023 vested immediately, while the remaining 75% will vest in equal installments over a 36-month period. The option awards granted to him on 1/22/2018 also vest in equal installments over a 36-month period. All other option awards granted to Mr. Zackary Irani vest in equal installments over a 48-month period. All RSU awards granted to Mr. Zackary Irani are subject to the same 48-month vesting schedule. |
| (3) | For Mr. Allen Barbieri, 100% of the option awards granted on 12/7/2023 vest immediately. All other share option awards granted to Mr. Allen Barbieri vest after a 12-month cliff date. All RSU awards granted to Mr. Allen Barbieri are subject to the same 12-month cliff. |
| (4) | All share option awards granted to Mr. Gary Lu vest in equal annual installments over a 4-year period. All RSU awards granted to Mr. Gary Lu are subject to the same 4-year vesting schedule. |
| 11 |
INDEPENDENT DIRECTOR COMPENSATION
Our Independent Directors receive a cash component in addition to an equity component as part of their annual Board retainer fee. The cash component of Board retainer fees is paid quarterly, while stock options typically vest on the one-year anniversary date of issuance. The compensation of directors is subject to review and adjustment from time to time by the Board.
The annual cash retainer fees are paid according to the following schedule:
| DIRECTOR COMPENSATION | ||||
| Annual Cash Retainer | $ | 45,000 | ||
| Committee Chair Stipends: | ||||
| Audit | $ | 15,000 | ||
| Compensation | $ | 7,500 | ||
| Nominating and Corporate Governance | $ | 7,500 | ||
The following table presents the compensation of Independent Directors for the fiscal year ended May 31, 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards Value ($) (1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total Value ($) | |||||||||||||||||||||
| Catherine Coste | $ | 60,000 | 26,669 | (1) | - | - | - | - | $ | 86,669 | ||||||||||||||||||
| Jane Emerson, M.D., Ph.D. | $ | 52,500 | 26,669 | (2) | - | - | - | - | $ | 79,169 | ||||||||||||||||||
| David Moatazedi | $ | 52,500 | 26,669 | (3) | - | - | - | - | $ | 79,169 | ||||||||||||||||||
| (1) | At fiscal year ended May 31, 2025, Ms. Catherine Coste had 22,125 option awards outstanding and 10,625 shares of restricted stock outstanding. |
| (2) | At fiscal year ended May 31, 2025, Dr. Jane Emerson had 297,000 option awards outstanding and 10,625 shares of restricted stock outstanding. |
| (3) | At fiscal year ended May 31, 2025, Mr. David Moatazedi had 132,000 option awards outstanding and 10,625 shares of restricted stock outstanding. |
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of September 26, 2025, certain information as to shares of Common Stock owned by (i) each person known to beneficially own more than 5% of the outstanding Common Stock, (ii) each director, including director nominees, and each of our Named Executive Officers (as defined under “Executive Compensation of Named Executive Officers”), and (iii) all executive officers and directors of the Company as a group. Unless otherwise indicated, each person listed has sole voting and investment power over the shares beneficially owned by him or her. Unless otherwise indicated, the address of each beneficial owner is 17571 Von Karman Avenue, Irvine, California 92614.
5% or Greater Stockholders
| NAME OF BENEFICIAL OWNER (1) | SHARES BENEFICIALLY OWNED | PERCENTAGE BENEFICIALLY OWNED (1) | ||||||
| Zackary Irani | 245,679 | 8.3 | % | |||||
Directors and Named Executive Officers
| NAME OF BENEFICIAL OWNER (1) | SHARES BENEFICIALLY OWNED | PERCENTAGE BENEFICIALLY OWNED (1) | ||||||
| Zackary Irani (2) | 245,679 | 8.3 | % | |||||
| Allen Barbieri (3) | 71,668 | 2.5 | % | |||||
| Jane Emerson, M.D., Ph.D. (4) | 52,875 | 1.8 | % | |||||
| Gary Lu (5) | 30,469 | 1.1 | % | |||||
| David Moatazedi (6) | 25,563 | 0.9 | % | |||||
| Eric Bing Chin (7) | - | 0.0 | % | |||||
| All executive officers and directors as a group (six persons) | 475,103 | 16.2 | % | |||||
| * | Percentage of shares beneficially owned does not exceed 1.0% of our outstanding shares of Common Stock. |
| (1) | Beneficial ownership is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934. Any shares of Common Stock that each named person and group has the right to acquire within 60 days pursuant to options, warrants, conversion privileges or other rights, are deemed outstanding for purposes of computing shares beneficially owned by and the percentage ownership of each such person and group. However, such shares are not deemed outstanding for purposes of computing the shares beneficially owned by or percentage ownership of any other person or group. Percentage ownership for each named beneficial owner, and the ownership of the directors and executive officers as a group, is based on 2,869,900 shares outstanding as of September 26, 2025, plus the shares the named person and group has a right to acquire within 60 days thereafter pursuant to options, warrants, conversion privileges or other rights and privileges. |
| (2) | Includes 245,679 shares underlying options exercisable by Mr. Zackary Irani at or within 60 days of September 26, 2025. |
| (3) | Includes 71,668 shares underlying options exercisable by Mr. Allen Barbieri at or within 60 days of September 26, 2025. |
| (4) | Includes 52,875 shares underlying options exercisable by Dr. Jane Emerson at or within 60 days of September 26, 2025. |
| (5) | Includes 30,469 shares underlying options exercisable by Mr. Gary Lu at or within 60 days of September 26, 2025. |
| (6) | Includes 25,563 shares underlying options exercisable by Mr. David Moatazedi at or within 60 days of September 26, 2025. |
| (7) | Mr. Eric Bing Chin joined the Board in June 2025. He has no stock options that are exercisable at or within 60 days of September 26, 2025. |
| 13 |
Equity Compensation Plan Information
The following table sets forth information as of May 31, 2025 relating to all our equity compensation plans:
| Plan category | Number of securities to be issued upon exercise of outstanding options or rights | Weighted Average exercise price of outstanding options or rights | Number of securities remaining available for future issuance under equity compensation plans | |||||||||
| Equity compensation plans approved by security holders | 413,866 | $ | 19.29 | 153,038 | ||||||||
| Equity compensation plans not approved by security holders | - | - | - | |||||||||
| Total | 413,866 | $ | 19.29 | 153,038 | ||||||||
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
The Board reviews, approves, and/or ratifies all transactions involving related persons. The purpose of the review is to determine that such transactions are not conducted on terms that are materially less favorable to the Company than what would be usual and customary in transactions between unrelated persons and, in the case of transactions involving directors, to determine whether such transactions affect the independence of a director in accordance with the relevant rules and standards issued by the SEC.
Other than as described under the headings “Executive Compensation” and “Director Compensation” in Item 11 of this Amendment, since June 1, 2024, there has not been, and there is not currently proposed, any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, in which:
| ● | we or our subsidiaries were or will be a participant; | |
| ● | the amount involved exceeded or exceeds $120,000; and | |
| ● | any of our directors, executive officers, beneficial owners of more than 5% of any class of our voting securities, any member of the immediate family of any such director or executive officer, or any person (other than a tenant or employee) sharing the household of any such director or executive officer had or will have a direct or indirect material interest. |
Director Independence
See “Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion regarding the independence of the members of our Board of Directors.
| 14 |
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The approximate aggregate fees billed for professional services by our auditors in the fiscal years ended May 31, 2025 and 2024 were as follows:
| FISCAL YEAR | FISCAL YEAR | |||||||
| 2025 | 2024 | |||||||
| FEES | ($) | ($) | ||||||
| Audit Fees(1) | $ | 163,650 | $ | 154,000 | ||||
| Audit and review of the financial statements | ||||||||
| Tax Fees(2) | 21,037 | 19,887 | ||||||
| Tax Consulting Services | ||||||||
| All Other Fees(3) | 8,000 | 23,040 | ||||||
| Total | $ | 192,687 | $ | 177,040 | ||||
| (1) | Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual consolidated financial statements, the reviews of the consolidated financial statements included in our Forms 10-Q, and for any other services that are normally provided by our auditors in connection with our statutory and regulatory filings or engagements. |
| (2) | Tax Fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice, and tax planning. The Company did not incur any tax fees from H&W for fiscal years 2024 and 2025. |
| (3) | All Other Fees consist of the aggregate fees billed for products and services provided by our auditors and not otherwise included in Audit Fees, Audit Related Fees, or Tax Fees. These include services such as issuing a Comfort Letter for the ATM offering and providing consent for the Form S-3 filing. |
The Audit Committee has considered that the provision of the above services has not impaired the principal accountant’s ability to maintain independence.
It is the policy of the Audit Committee that all audit and permissible non-audit services provided by our independent registered public accounting firm and related fees paid to our independent registered public accounting firm must be approved in advance by the Audit Committee on a case-by-case basis. All of the above-described services provided by our auditors were approved in advance by the Audit Committee under Item 2-01(c)(7)(i)(C) of Regulation S-X.
PART IV
ITEM 15. EXHIBITS LIST AND FINANCIAL SCHEDULES
The following documents are filed as part of this Annual Report on Form 10-K:
| 1. | Consolidated Financial Statements |
| Incorporated by reference to Item 15(a)(1) of the 2024 Annual Report. |
| 2. | Consolidated Financial Statement Schedules |
| Incorporated by reference to Item 15(a)(2) of the 2024 Annual Report. |
| 15 |
| 3. | Exhibits |
| See below. |
| 16 |
The certifications attached as Exhibits 32.3 and 32.4 accompany this Annual Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.
| 17 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BIOMERICA, INC. | ||
| Registrant | ||
| By | /s/ Zackary S. Irani | |
| Zackary S. Irani, | ||
| Chief Executive Officer | ||
| Dated: September 26, 2025 | ||
| 18 |
Exhibit 4.2
DESCRIPTION OF CAPITAL STOCK
The following is a summary of all material characteristics of the capital stock of Biomerica, Inc. as set forth in our First Amended and Restated Certificate of Incorporation (our “Charter”), Amended and Restated Bylaws (our “Bylaws”), Series A Certificate of Designation, as corrected (the “Certificate of Designation”), and certain provisions of the General Corporation Law of the State of Delaware (the “DGCL”). The summary does not purport to be complete and is qualified in its entirety by reference to our Charter, Bylaws, and Certificate of Designation, copies of which have been filed as exhibits to our public filings with the Securities and Exchange Commission, and applicable provisions of the DGCL. References to “we,” “our,” “us,” or the “Company” refer to Biomerica, Inc.
Common Stock
General. We may issue shares of our common stock from time to time. We are authorized to issue 25,000,000 shares of our common stock, par value $0.08 per share.
Voting Rights. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The holders of common stock are not entitled to cumulative voting rights with respect to the election of directors
Dividends. Subject to preferences that may be applicable to any shares of preferred stock issued in the future, holders of common stock are entitled to receive dividends on a pro rata basis out of funds legally available at the times and in the amounts that our board of directors may determine.
Rights to Receive Liquidation Distributions. In the event of a liquidation, dissolution or winding up of our Company holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding preferred stock.
No Preemptive or Similar Rights. Holders of common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.
Preferred Stock
Pursuant to the terms of our Charter, our board of directors is authorized, subject to limitations prescribed by Delaware law, to issue up to 5,000,000 shares of preferred stock, par value $0.08 per share, in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further action by our stockholders. Our board of directors also can increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control or the removal of management and could adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock.
Series A Preferred Stock
General. On February 4, 2020, we filed a Certificate of Designations, Preferences and Rights of Series A 5% Convertible Preferred Stock with the Secretary of State of the State of Delaware, which designated 571,429 of our preferred stock as Series A Preferred Stock (the “Series A Preferred Stock”). Those shares of Series A Preferred Stock have since been converted into common stock and are no longer outstanding.
Voting Rights. Except as otherwise provided by the DGCL, other applicable law or as provided in the Certificate of Designations, the holders of our Series A Preferred Stock are not entitled to vote on any matter submitted for a vote of holders of our common stock. The consent of the holders of at least a majority of the outstanding shares of our Series A Preferred Stock will be required to, among other matters, (i) alter, amend or change adversely any rights, preferences, or privileges of our Series A Preferred Stock, (ii) amend our First Amended and Restated Certificate of Incorporation or Bylaws in any manner that would impair or reduce the rights of our Series A Preferred Stock, or (iii) amend, alter, or repeal any provision of the Certificate of Designations.
Dividends. Shares of our Series A Preferred Stock accrue annual preferred dividends at a rate of $0.175 per share, which are payable when, as and if declared by our board of directors. The holders of the outstanding shares of our Series A Preferred Stock are also entitled to receive on each share of our Series A Preferred Stock dividends prior to, or simultaneously with, any dividend declared with respect to our common stock equal to the greater of (i) the amount of dividends that have accrued on such share of our Series A Preferred Stock and (ii) the dividend payable with respect to each share of our common stock issuable upon conversion of such share of our Series A Preferred Stock.
Rights to Receive Liquidation Distributions. In the event of a liquidation, dissolution or winding up of the Company, or a Deemed Liquidation Event (as defined in the Certificate of Designation) the holders of our Series A Preferred Stock are eligible to receive the greater of (i) an amount equal to $3.50 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to our Series A Preferred Stock) (the “Original Issue Price”), plus an amount equal to accrued and unpaid dividends thereon, or (ii) such amount per share as would have been payable had all shares of our Series A Preferred Stock been converted into our common stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event.
Conversion. Shares of our Series A Preferred Stock are convertible at the option of the holder at any time into shares of our common stock at a conversion rate determined by dividing the Original Issue Price by $3.50 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination, recapitalizations, dividends, distributions and certain issuances of common stock) (the “Conversion Price”). This formula initially results in a one-to-one conversion ratio. The Conversion Price is subject to customary weighted average anti-dilution adjustments in the event of certain dilutive issuances of shares of our common stock or convertible securities.
We may require the conversion of all of the outstanding shares of our Series A Preferred Stock if the closing sale price of our common stock equals or exceeds $9.00 for a period of five (5) consecutive trading days with a minimum average trading volume of 35,000 shares per day over such period; provided, that, on such date, the shares of our common stock issuable upon conversion of our Series A Preferred Stock are registered for resale under the Securities Act or are otherwise eligible for resale pursuant to Rule 144 thereunder.
Notwithstanding the foregoing, prior to the receipt of all approvals, if any, of the shareholders of the Company necessary for purposes of the rules and regulations of the applicable trading market, our Series A Preferred Shares shall not be converted into shares of common stock: (i) in the aggregate into more than 19.99% of the shares of common stock outstanding immediately prior to the issuance date, subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization, or (ii) by any beneficial holder (as such term is defined under Rule 13d-3 of the Exchange Act) or “group” (as such term is defined under Rule 13d-5 of the Exchange Act) (such beneficial holder or group, a “Capped Holder”), if (A) the aggregate number of shares of common stock issued to such Capped Holder upon such conversion and any conversion shares then held by the Capped Holders, plus (B) the number of shares of common stock underlying our Series A Preferred Shares that would be held at such time by the Capped Holders (after giving effect to such conversion), plus (C) the aggregate number of shares of common stock held by such Capped Holder as of immediately prior to the issuance date, would in the aggregate exceed more than 19.99% of the shares of common stock outstanding immediately prior to the issuance date (without regard to any limitation on conversion pursuant to this Section 5(n)), then such Capped Holder shall be entitled to convert such number of our Series A Preferred Shares as would result in the sum of clauses (A), (B) and (C) (after giving effect to such conversion) being equal to 19.99% of the shares of common stock outstanding immediately prior to the issuance date, in each case, subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization. Any Series A Preferred Shares which a holder has elected to convert but which, by reason of the previous sentence are not so converted, shall be treated as if the holder had not made such election to convert and such Series A Preferred Shares shall remain outstanding.
Delaware Law and Certain Charter and Bylaw Provisions
The provisions of DGCL, as well as certain terms of our Charter and Bylaws, may have the effect of delaying, deferring or discouraging another person from acquiring control of us by means of a tender offer, a proxy contest or otherwise, or removing incumbent officers and directors. These provisions, some of which are summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that our board of directors may consider inadequate and to encourage any person seeking to acquire control of us to first negotiate with our board of directors.
Delaware Law. We are governed by the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date such stockholder became an “interested stockholder”. A “business combination” includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years did, prior to the determination of interested stockholder status, own, 15% or more of the corporation’s outstanding voting stock.
Charter and Bylaw Provisions. Each of our Charter and Bylaws include a number of other provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control or our management, including the following:
| ● | Issuance of Undesignated Preferred Stock. Our board of directors has the authority, to issue up to 5,000,000 shares of our preferred stock with rights and preferences designated from time to time by our board of directors, 571,429 of which have been designated as Series A Preferred Stock, and none of which are outstanding. |
| ● | No Cumulative Voting. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless our Charter provides otherwise. Our Charter does not provide for cumulative voting. |
| ● | Size of Board and Vacancies. Our Charter and Bylaws provide that the number of directors on our board of directors shall consist of not less than three nor more than nine members as fixed from time to time by resolution of our board of directors. Newly created directorships resulting from any increase in our authorized number of directors, and any vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, will generally be filled by a majority of the remaining members of our board of directors then in office. |
Exhibit 19.1
BIOMERICA, INC.
POLICY ON INSIDER TRADING
EFFECTIVE AS OF November 2020
In the course of conducting the business of Biomerica, Inc. (the “Company”), you may come into possession of material information about the Company or other entities that is not available to the investing public. You have a legal and ethical obligation to maintain the confidentiality of material nonpublic information. In addition, it is illegal by state and Federal law, and a violation of Company policy, to purchase or sell securities of the Company or any other entity while you are in possession of material nonpublic information about the Company or that other entity. The Company’s Board of Directors has adopted this Policy in order to ensure compliance with the law and to avoid even the appearance of improper conduct by anyone associated with the Company. We have all worked hard to establish the Company’s reputation for integrity and ethical conduct, and we are all responsible for preserving and enhancing this reputation.
Scope of Coverage
The restrictions set forth in this Policy apply to all Company officers, directors and employees and consultants (“Company Associates”), wherever located, and to their spouses, minor children, adult family members sharing the same household and any other person or entity over whom the officer, director or employee exercises substantial influence or control over his, her or its securities trading decisions (“Key Family Members”). This Policy also applies to any trust or other estate in which an officer, director or employee has a substantial beneficial interest or as to which he or she serves as trustee or in a similar fiduciary capacity. The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material nonpublic information.
This Policy applies to purchase or sale transactions in the Company’s common stock, or in the common stock or preferred stock, bonds, options to purchase common stock, warrants, and other derivative securities that are not issued by the Company, such as exchange-traded put or call options relating to the Company’s securities (the “Company’s Securities”), or another entity’s securities.
To avoid even the appearance of impropriety, and to assist you with ensuring you are not engaging in inappropriate trading of the Company’s securities, we have implemented the following procedures:
Pre-Clearance Procedures
All Company Associates and their Key Family Members, wishing to engage in any transaction involving the Company’s securities (including the exercise of stock options, gifts, contributions to a trust, or any other transfers) must first obtaining pre-clearance of the transaction from the Company’s Chief Executive Officer, Chief Financial Officer or Executive Vice-Chairman (each an “Executive Officer”): Each proposed transaction will be evaluated to determine if it raises insider trading concerns or other concerns under federal laws and regulations. Any advice will relate solely to the restraints imposed by law and will not constitute advice regarding the investment merits of any transaction. Clearance of a transaction is valid only for a 48-hour period. If the transaction order is not placed within that 48-hour period, clearance of the transaction must be re-requested. If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance.
When a request for pre-clearance is made by a Company Associate and their Key Family Members, the requestor should carefully consider whether he or she may be aware of any material nonpublic information about the Company, and should describe fully those circumstances with an Executive Officer.
Blackout Periods
All Officers, members of the Board of Directors, and key employees (“Key Insiders”) whose jobs give them access to the Company’s sales, costs, earnings strategic discussions, litigations and other nonpublic information, shall be subject to certain blackout periods during which they shall be precluded from engaging in any trading on the Company’s Securities. If there is a question as to whether you are a Key Insider, please contact an Executive Officer for guidance.
Quarterly Blackout: Because the announcement of the Company’s quarterly and year-end financial results will almost always have the potential to have a material effect on the market price of the Company’s Securities, you may not trade in the Company’s Securities during the following periods:
| ● | 1st Fiscal Quarter – Beginning on August 20 and continuing through 48 hours after the Company’s earnings release for the first fiscal quarter. | |
| ● | 2nd Fiscal Quarter – Beginning on November 20 and continuing through 48 hours after the Company’s earnings release for the second fiscal quarter. | |
| ● | 3rd Fiscal Quarter – Beginning on February 20 and continuing through 48 hours after the Company’s earnings release for the third fiscal quarter. | |
| ● | 4th Fiscal Quarter – Beginning on May 20 and continuing through 48 hours after the Company’s earnings release for the fourth fiscal quarter. |
Interim Earnings Guidance Blackout: The Company may on occasion issue interim earnings guidance or other potentially material information by means of a press release, SEC filing on Form 8-K or other means designed to achieve widespread dissemination of the information. You should anticipate that trading will be blacked out while the Company is in the process of assembling the information to be released and until the information has been released and fully absorbed by the market.
Event-Specific Blackout. From time to time, an event may occur that is material to the Company and is known by only a few directors, officers, and/or Key Employees. The existence of an event-specific blackout will not be announced. If, however, a person whose trades are subject to pre-clearance requests permission to trade in the Company’s securities during an event-specific blackout, an Executive Officer will inform the requesting person of the existence of a blackout period, without disclosing the reason for the blackout. Any person made aware of the existence of an eventspecific blackout should not disclose the existence of the blackout to any other person.
NOTE: Even if a blackout period is not in effect, at no time may you trade in Company securities if you are in possession of material nonpublic information about the Company. The failure of an Executive Officer to notify you of an event-specific blackout will not relieve you of the obligation not to trade while in possession of material nonpublic information.
Individual Responsibility
All Company Associates are individually responsible for complying with this Policy and ensuring the compliance of their Key Family Members to this Policy. Accordingly, you should make your family and household members aware of the need to confer with you before they trade in Company Securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account.
Material Nonpublic Information
What is Material Information? Under Company policy and United States laws, information is material if there is a substantial likelihood that a reasonable investor would consider the information important in determining whether to trade in a security; or if the information, if made public, likely would affect the market price of a company’s securities.
Information may be material even if it is significant only when considered in combination with publicly available information.
What is Nonpublic Information? Information is considered to be nonpublic unless it has been adequately disclosed to the public, which means that the information must be publicly disseminated, and sufficient time must have passed for the securities markets to digest the information. It is important to note that information is not necessarily public merely because it has been discussed in the press, which will sometimes report rumors. You should presume that information is nonpublic unless you can point to its official release by the Company in at least one of the following ways:
| 1) | public filings with securities regulatory authorities; | |
| 2) | issuance of press releases; | |
| 3) | meetings with members of the press and the public; or | |
| 4) | information contained in proxy statements and prospectuses. |
You may not attempt to “beat the market” by trading simultaneously with, or shortly after, the official release of material information. Although there is no fixed period for how long it takes the market to absorb information, out of prudence a person in possession of material nonpublic information should refrain from any trading activity for two full trading days following its official release.
“Tipping” Material Nonpublic Information Is Prohibited
In addition to trading while in possession of material nonpublic information, it is also illegal and a violation of the Company’s Insider Trading Policy, as well as the Company’s Code of Business Conduct and Ethics, to convey such information to another (“tipping”) if you know or have reason to believe that the person will misuse such information by trading in the Company’s Securities or passing the information to others who will trade. This applies regardless of whether the person or entity being “tipped” is related to the insider or is an entity, such as a trust or a corporation, and regardless of whether you receive any monetary benefit from person or entity being tipped.
Special Transactions
The trading restrictions in this Policy do not apply in the case of the following transactions, except as specifically noted:
| 1) | Stock Option Plans: The trading restrictions in this Policy do not apply to exercises of stock options where no Company common stock is sold in the market to fund the option exercise price or related taxes. Conversely, these trading restrictions do apply, to sales for any reason of Company common stock received upon the exercise of options, including sales to fund the option exercise price (i.e., a cashless exercise of options) or related taxes. | |
| 2) | Restricted Stock Awards: The trading restrictions in this Policy do not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. However, the trading restrictions do apply, to any market sale of restricted stock. |
| 3) | Other Similar Transactions: Any other purchase of Company securities directly from the Company or sales of Company securities directly to the Company are not subject to the trading restrictions of this Policy. | |
| 4) | Gifts of Securities: Bona fide gifts of securities are not transactions subject to this Policy, unless the person making the gift knows that the recipient intends to sell the Company securities while the officer, director, or employee is aware of material nonpublic information. The timing of gifts of securities should be discussed and cleared with an Executive Officer of the Company. |
Restricted Transactions:
Due to the heightened legal risk associated with the following transactions, the individuals subject to this Policy may not engage in the following transactions without obtaining preclearance from an Executive Officer:
| 1) | Short Sales. Absent preclearance, you may not engage in short sales of Company securities. A short sale has occurred if the seller: (a) does not own the securities sold; or (b) does own the securities sold, but does not deliver them within 20 days or place them in the mail within 5 days of the sale. Short sales may reduce a seller’s incentive to seek to improve the Company’s performance, and often have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. | |
| 2) | Margin Accounts and Pledges. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company securities, absent preclearance, you may not hold Company securities in a margin account or otherwise pledge Company securities as collateral for a loan. | |
| 3) | Hedging Transactions. Absent preclearance, you may not engage in hedging transactions such as (but not limited to) zero-cost collars, equity swaps, and forward sale contracts. Hedging transactions may allow a director, officer, or employee to continue to own Company securities, but without the full risks and rewards of ownership. This may lead to the director, officer, or employee no longer having the same objectives as the Company’s other shareholders. |
Reporting Violations/Seeking Advice
You should refer suspected violations of this Policy to an Executive Officer. In addition, if you: a) receive material nonpublic information that you are not authorized to receive or that you do not legitimately need to know to perform your employment responsibilities, or b) receive confidential information and are unsure if it is within the definition of material nonpublic information or whether its release might be contrary to a fiduciary or other duty or obligation, you should not share it with anyone. To seek advice about what to do under those circumstances, you should contact an Executive Officer before discussing the information with any colleagues as this may exacerbate the problem. Containment of all material non-public information, until it has been legally disseminated to the general market is critical.
Post-Termination Transactions
This Policy, continues to apply to transactions in Company securities even after termination of service with the Company. If an individual is in possession of material nonpublic information when his or her service terminates, that individual may not trade in Company securities until that information has become public or is no longer material. The preclearance procedures specified herein will cease to apply to transactions in Company securities upon the expiration of any blackout period or other Company-imposed trading restrictions applicable at the time of the termination of service, and following the full public release of all material non-pubic information in possession of the former employee.
Penalties for Violations of the Insider Trading Policy and Laws
In the United States and many other countries, the personal consequences to you of illegal insider trading can be severe. In addition to injunctive relief, disgorgement, and other ancillary remedies, U.S. law empowers the government to seek significant civil penalties against persons found liable of insider trading, including as tippers or tippees. The amount of a penalty could total three times the profits made or losses avoided. All those who violate U.S. insider trading laws, including tippers, could be subject to the maximum penalty. The maximum penalty may be assessed even against tippers for the profits made or losses avoided by all direct and remote persons who have been tipped.
Criminal penalties may also be assessed for insider trading. Any person who “willfully” violates any provision of the Securities Exchange Act of 1934 (or rule promulgated thereunder) may be fined up to $5 million ($25 million for entities) and/or imprisoned for up to twenty years. Subject to applicable law, Company employees who violate this Policy may also be subject to discipline by the Company, up to and including termination of employment, even if the country or jurisdiction where the conduct took place does not regard it as illegal. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career. If you are located or engaged in dealings outside the U.S., be aware that laws regarding insider trading and similar offenses differ from country to country. Employees must abide by the laws in the country where located. However, you are required to comply with this Policy even if local law is less restrictive. If a local law conflicts with the Company’s Insider Trading Policy, you are required to consult an Executive Officer before trading.
This Policy replaces and supersedes all prior policies pertaining to the purchase and sale of Company Securities, and in the securities of other companies with whom Biomerica is in material undisclosed discussions. If you have any questions pertaining to the ownership or trading in the Company’s Securities, please contact an Executive Officer for guidance.
Acknowledgement
All employees must acknowledge their understanding of, and intent to comply with, this Insider Trading Policy by signing below.
| Signature: | |
| Name: | |
| Date: |
EXHIBIT 31.3
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Zackary S. Irani, certify that:
1. I have reviewed this Amendment No.1 to the Annual Report on Form 10-K/A of Biomerica, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| /s/ Zackary S. Irani | |
| Zackary S. Irani | |
| Chief Executive Officer | |
| Date: September 26, 2025 |
EXHIBIT 31.4
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gary Lu, certify that:
1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Biomerica, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| /s/ Gary Lu | |
| Gary Lu | |
| Chief Financial Officer | |
| Date: September 26, 2025 |
Exhibit 97.1
BIOMERICA, INC.
COMPENSATION RECOVERY POLICY
The Board of Directors (the “Board”) of Biomerica, Inc. (the “Company”) has adopted this Compensation Recovery Policy (this “Policy”) to comply with Section 10D and Rule 10D-1 of the Exchange Act and the Listing Rules of The Nasdaq Stock Market (the “Rules”), and to establish the circumstances under which the Company shall seek recoupment and forfeiture of Incentive-Based Compensation Received by Executive Officers of the Company in the event of an Accounting Restatement. The Board believes the adoption of this Policy is consistent with the Company’s executive compensation philosophy and objectives, and in furtherance of the Board’s intention to follow sound corporate governance practices.
This Policy was adopted by the Board on November 17, 2023 (the “Effective Date”). The Board has delegated to the Compensation Committee the responsibility of administering this Policy. Except as specifically set forth in Section 2 (which sets forth the role of the Audit Committee with respect to this Policy), the Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. Any determinations by the Audit Committee or the Compensation Committee, as applicable, shall be binding on all Executive Officers. The Compensation Committee may, from time to time, recommend amendments to this Policy. Any amendments to this Policy must be approved by the Board. This Policy shall be filed as an exhibit to the Company’s Annual Report on Form 10-K.
1. Certain Definitions. For purposes of this Policy, the following terms shall have the meanings set forth below:
(a) “Accounting Restatement” means a restatement of any Company Financial Statements which is required as a result of, or necessitated by, any material noncompliance by the Company with any financial reporting requirement under the federal securities laws, including any accounting restatement that (i) corrects errors that are material to previously issued Company Financial Statements (commonly referred to as “Big R” restatements), or (ii) corrects errors that are not material to previously issued Company Financial Statements, but would result in a material misstatement if the errors were left uncorrected in the current report, or the error correction was recognized in the current period (commonly referred to as “little r” restatements).
(b) “Accounting Restatement Date” means the date on which the Company is required to prepare an Accounting Restatement, which shall be the earlier of: (i) the date the Board concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, and (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
(c) “Audit Committee” means the Audit Committee of the Board
(d) “Company Financial Statements” means any audited or unaudited financial statements of the Company included in any SEC Report.
(e) “Compensation Committee” means the Compensation Committee of the Board.
(f) “Exchange Act” means the Securities and Exchange Act of 1934, as amended.
(g) “Executive Officer” means any person who is or has been designated by the Board as an “officer” for purposes of Rule 16a-1(f) under the Exchange Act, who hold such position at the time the Incentive-Based Compensation at issue under this Policy was granted, earned, or vested.
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(h) “Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company Financial Statements, as well as any measures derived wholly or in part from such measures, including non-GAAP financial measures, regardless of whether such measures were presented in the Company Financial Statements or an SEC Report. Financial Reporting Measures include, without limitation, the Company’s stock price and total stockholder return.
(i) “Incentive-Based Compensation” means any cash or equity bonus or other compensation that is granted, earned, or vested based wholly or in part on the attainment of a Financial Reporting Measure, including, but not limited to, annual cash bonuses, short- and long-term cash incentive awards, stock options, restricted stock, restricted stock units, stock appreciation rights or performance shares, and the proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part on satisfying a Financial Reporting Measure performance goal.
(j) “Received” means received in the fiscal period during which a Financial Reporting Measure is attained, even if the Incentive-Based Compensation payment or award (or the vesting of such award) occurs after the end of that period.
(k) “Recovery Period” means the three completed fiscal years immediately preceding the Accounting Restatement Date.
(l) “Restated Financial Statements” means Company Financial Statements as restated as a result of an Accounting Restatement.
(m) “SEC” means the Securities and Exchange Commission.
(n) “SEC Report” means an Annual Report on Form 10-K, Quarterly Report on Form 10-Q or any other report containing Company Financial Statements that is filed by the Company with the SEC.
2. Accounting Restatement: Provisions Applicable to Executive Officers.
(a) In each instance where all three of the following factors exist:
(i) an Accounting Restatement has occurred;
(ii) Incentive-Based Compensation was Received by an Executive Officer during the Recovery Period after beginning service as an Executive Officer; and
(iii) the Audit Committee, in its sole discretion exercised in good faith, determines that the amount or reported value of that Incentive-Based Compensation that was paid to or Received by such Executive Officer during the Recovery Period exceeds the amount or reported value of the Incentive-Based Compensation that would have been Received by such Executive Officer if such amount or value had been determined on the basis of the Restated Financial Statements (such excess amount or value, the “Excess Incentive-Based Compensation”);
Then: the Company shall, in accordance with Section 4(b), seek to recoup or recover the amount or value of such Excess Incentive-Based Compensation from the Executive Officer. The Company is entitled to recoup or recover Excess Incentive-Based Compensation pursuant to the terms of this Policy regardless of any fault of the Executive Officer for the accounting error(s) necessitating the Accounting Restatement.
(b) If the Audit Committee cannot determine the amount of Excess Incentive-Based Compensation Received by the Executive Officer directly from the information in the Accounting Restatement, then it shall make its determination based on a reasonable estimate of the effect of the Accounting Restatement.
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3. No Indemnity or Insurance Reimbursement.
The Company shall not insure or indemnify any Executive Officer against the loss of any Incentive-Based Compensation subject to recoupment or forfeiture hereunder. The Company shall not pay or reimburse any Executive Officer for premiums paid toward an insurance policy to fund potential recovery obligations.
4. General Provisions.
(a) Calculation of Erroneously Awarded Incentive-Based Compensation. Any Excess Incentive-Based Compensation that the Company is entitled to recoup or recover pursuant to the terms of this Policy shall be calculated without regard to any taxes paid by the Executive Officer.
(b) Recoupment Methods. The Compensation Committee shall determine, in its sole discretion, the method for recouping Excess Incentive-Based Compensation hereunder, which may include, without limitation: (i) requiring reimbursement of cash Incentive-Based Compensation previously paid; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity incentive awards; (iii) cancelling or rescinding some or all outstanding vested or unvested equity incentive awards; (iv) offsetting the recouped amount from any compensation otherwise owed by the Company to the Executive Officer (including compensation that is not incentive-based); (v) cancelling or setting-off against planned future grants of cash incentive awards or equity incentive awards; (vi) any other method authorized by any agreement between the Company and a particular Executive Officer; or (vii) taking any other remedial and recovery action permitted by law. The Company must seek to recover or recoup Excess Incentive-Based Compensation except to the extent that the Compensation Committee or a majority of the independent members of the Board determines that recovery would be impracticable and the conditions for such determination set forth in the Rules are satisfied.
(c) Rights and Remedies. The Board intends that this Policy shall be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
(d) Binding Agreement. This Policy shall be binding and enforceable against all Executive Officers and their respective beneficiaries, heirs, executors, administrators or other legal representatives.
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