8-K
BIOMERICA INC (BMRA)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): October 7, 2025
BIOMERICA,
INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37863 | 95-2645573 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 17571 Von Karman Ave. Irvine, California | 92614 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (949)
645-2111
NotApplicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.08 | BMRA | Nasdaq<br> Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
Effective October 7, 2025, the Board of Directors (the “Board”) of Biomerica, Inc. (the “Company”) elected to increase the size of the Board from five directors to six directors and appointed Mr. Gary Huff to serve as an independent member of the Board, effective immediately. The new member of the Board was appointed to fill the vacancy on the Board created by the increase of the size of the Board.
The Board has determined that Mr. Huff is an independent director within the meaning of Nasdaq Rule 5605 and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board also appointed Mr. Huff to serve as a member of the Company’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Mr. Huff will stand for election to the Board at our 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”).
Mr. Huff, a distinguished leader in the healthcare industry, has over 35 years of experience in the laboratory field. As the co-founder of Starboost Health and the founder and president of Take Charge, LLC, he is highly regarded for his strategic advisory services, which he provides to private equity firms, hospitals, health systems, and independent clinical and anatomic pathology laboratories. Notably, he is well respected by hospital and health system executives for guiding them through the laboratory outreach asset sales process.
Mr. Huff has held several executive roles, including Chief Executive Officer of LabCorp Diagnostics, Chief Executive Officer of Baylor Genetics, and Chief Operating Officer of Solstas Lab Partners. His background includes working with Fortune 500 companies and leading various types of laboratories, from public and private equity-backed organizations to health system-owned entities.
Mr. Huff’s extensive and successful leadership experience in large clinical labs, private equity, and academic institutions gives him a unique industry perspective. His service on various healthcare boards and his reputation for guiding organizations through significant challenges highlight his ability to provide strategic and innovative leadership.
In connection with his appointment to the Board, Mr. Huff will receive an annualized cash fee of $45,000 (paid quarterly). Mr. Huff will not receive any equity-based compensation in connection with his appointment.
Mr. Huff does not have a family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Huff and any other persons pursuant to which he was selected as a director, and there are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Additionally, on October 7, 2025, Dr. Jane Emerson, a member of the Board, communicated to the Board that she has determined not to stand for re-election to the Board at the 2025 Annual Meeting, which is set for December 12, 2025 (the “Annual Meeting”). Dr. Emerson serves on the Compensation and Audit Committees of the Board and as Chairperson of the Nominating & Governance Committee. Dr. Emerson’s resignation was not the result of any dispute or disagreement with the Company or the Board. Dr. Emerson had served on the Board since 2007. The Company thanks Dr. Emerson for her dedicated service to the Company.
As a result of Dr. Emerson’s decision, the Board has approved a reduction in the size of the Board to five members to be effective as of the Annual Meeting.
Item7.01 Regulation FD Disclosure
On October 8, 2025, the Company issued a press release announcing the appointment of Mr. Huff, a copy of which is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 to this report, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section or Section 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits
| 99.1 | Press Release issued October 8, 2025 |
|---|---|
| 104 | Cover<br> Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIOMERICA, INC. | ||
|---|---|---|
| Date:<br> October 8, 2025 | By: | /s/ Zackary S. Irani |
| Zackary<br> S. Irani Chief Executive Officer |
Exhibit99.1
| NEWS - For Immediate Release |
|---|
GaryHuff, Former CEO of LabCorp Diagnostics, Appointed to Biomerica Board of Directors
| - | Brings decades of leadership in laboratory testing, clinical diagnostics, payor strategy and sales growth |
|---|---|
| - | Extensive track record in commercializing advanced laboratory testing and insurer strategies |
IRVINE, CA – October 8, 2025 – Biomerica Inc. (NASDAQ: BMRA), a global provider of advanced diagnostic solutions, today announced the appointment of Gary Huff to its Board of Directors as an independent board member. Mr. Huff brings decades of leadership experience in the diagnostics and healthcare services industry, including serving as Chief Executive Officer of LabCorp Diagnostics, one of the world’s largest clinical laboratories.
Mr. Huff is a hands-on, inspirational, and growth-oriented executive who possesses a proven track record of successfully managing commercial laboratories of varying sizes, including large, medium, and small enterprises across both public and private equity sectors. Throughout his career, he has consistently achieved sustainable and profitable growth, outstanding financial performance, operational efficiencies, and transformational changes for some of the most influential organizations within the diagnostics field. The remarkable results he has delivered can be attributed to his unique strategic vision and extensive experience in the laboratory industry. In addition to his executive leadership positions, Mr. Huff currently operates his own advisory firm. He is also a member of the boards of Lighthouse Labs and Tribal Diagnostics. Moreover, he has provided advisory services to numerous health systems and a variety of global consulting and investment firms, including McKinsey & Company and Cerberus Capital Management.
“Gary’s exceptional track record of building successful diagnostics businesses, forging strategic partnerships, and delivering shareholder value will be invaluable as Biomerica continues to advance its innovative diagnostic portfolio,” said Zack Irani-Cohen, Chief Executive Officer of Biomerica. “We are excited to welcome him to our Board and look forward to his insights as we expand our market presence and pursue our mission of improving patient care and access to our innovative products.”
“I am honored to join Biomerica’s Board of Directors at such an exciting time in the company’s growth,” said Mr. Huff. “Biomerica’s innovative pipeline, particularly the inFoods® IBS product, has the potential to transform how patients and physicians manage the widespread condition of irritable bowel syndrome. I look forward to contributing to the Company’s strategic initiatives and working with the leadership team to drive sustainable growth and improved patient outcomes.”
AboutinFoods® IBS
inFoods® IBS is a diagnostic-guided therapy that identifies patient-specific food triggers responsible for symptoms such as abdominal pain, bloating, diarrhea, and constipation. Using a simple finger-stick blood sample, the test enables physicians to recommend targeted dietary changes tailored to the patient’s immune response—offering a non-pharmaceutical, precision-based approach to symptom relief.
| NEWS - For Immediate Release |
|---|
A multicenter, double-blinded sham-controlled trial on the inFoods® IBS test was published in the June 2025 issue of Gastroenterology, a peer-reviewed GI journal. As the study demonstrated statistically significant outcomes:
| ● | 59.6%<br> of patients in the treatment group (who eliminated identified trigger foods) achieved the<br> FDA’s endpoint for abdominal pain reduction, compared to 42.1% in the control group. |
|---|---|
| ● | Among<br> IBS-C patients, 67.1% of patients in the treatment group vs. 35.8% in the control group. |
| ● | Among<br> IBS-M patients, 66% of patients in the treatment group vs. 29.5% in the control group. |
These results highlight the potential effectiveness of a personal elimination diet based on using inFoods® IBS in IBS-M patients, a subgroup historically underserved by existing treatments. The study was conducted at leading U.S. institutions including Cleveland Clinic, Mayo Clinic, University of Michigan, and Beth Israel Deaconess Medical Center.
For more information about inFoods® IBS, visit www.inFoodsibs.com.
inFoods IBS is Laboratory Developed Test (LDT) used within a single laboratory that is certified under the Clinical Laboratory Improvement Amendments (CLIA) to perform high-complexity testing.
AboutBiomerica (NASDAQ: BMRA)
Biomerica, Inc. (www.biomerica.com) is a global biomedical technology company that develops, patents, manufactures and markets advanced diagnostic and therapeutic products used at the point of care (in home and in physicians’ offices) and in hospital/clinical laboratories for detection and/or treatment of medical conditions and diseases. The Company’s products are designed to enhance the health and well-being of people, while reducing total healthcare costs. Biomerica’s primarily focus is on gastrointestinal and inflammatory diseases where the Company has multiple diagnostic and therapeutic products in development.
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this press release contains statements that are forward-looking, such as statements relating to the Company’s current and future cash position, balance sheet, cost savings, sales, revenues, overhead, expenses, cost of goods, operations, and earnings; the Company’s need for raising additional capital; the Company’s expected sales growth for the Company’s inFoods IBS® product, Hp Detect product and other existing products; and diversification of the Company’s revenue streams. Such forward-looking information is based upon the current beliefs and expectations of management and involves important risks and uncertainties that could significantly affect anticipated results. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on behalf of Biomerica. Factors that could cause actual results to differ from those expressed in the forward-looking statements are discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed with the SEC, and available on the SEC’s website (www.sec.gov). The Company is under no obligation to update any forward-looking statements after the date of this release.
Corporate Contact:
Zack Irani-Cohen
949-645-2111
investors@biomerica.com
Source: Biomerica, Inc.