Biomerica Amends 10-K, Shakes Up Board & Governance

TL;DR

**BMRA's governance overhaul with a new CPA director signals a push for financial discipline, but the small market cap and reverse split are red flags for growth.**

AI Summary

BIOMERICA INC's 10-K/A filing, dated September 26, 2025, primarily amends Part III of its 2025 Annual Report, focusing on corporate governance, executive compensation, and related party disclosures, rather than financial performance. The company's market capitalization for non-affiliate common stock was approximately $6.4 million as of November 30, 2024, based on a closing price of $3.12 per share, reflecting a 1-for-8 reverse stock split effective April 21, 2025. The outstanding common stock as of September 26, 2025, was 2,869,900 shares. Key changes include the resignation of Catherine Coste as a director on June 4, 2025, and the appointment of Eric Bing Chin, CPA, to the Board and Audit Committee on the same date. The Board held eight meetings and acted by unanimous written consent three times during the fiscal year ended May 31, 2025, with all directors attending 75% or more of their respective meetings. The filing also updates the executive officer list to include Zackary Irani (CEO), Allen Barbieri (Executive Vice Chairperson), and Gary Lu (CFO).

Why It Matters

This 10-K/A filing is crucial for investors as it clarifies the leadership structure and corporate governance practices of Biomerica, Inc., which directly impacts oversight and strategic direction. The change in board composition, with the departure of Catherine Coste and the addition of Eric Bing Chin, a seasoned CPA and CFO, could signal a renewed focus on financial rigor and compliance. For employees, stable and well-governed leadership provides clarity and direction. Customers might see indirect benefits from improved corporate health, while the broader market will observe how these governance adjustments position Biomerica against competitors like Minerva Surgical, Inc. and Renalytix, plc, where former director Catherine Coste also serves.

Risk Assessment

Risk Level: medium — The company's aggregate market value of non-affiliate common stock was approximately $6.4 million as of November 30, 2024, which is relatively small and indicates potential liquidity and volatility risks. Furthermore, the 1-for-8 reverse stock split effective April 21, 2025, often signals efforts to maintain listing requirements or improve stock perception, but doesn't address underlying business challenges, adding a layer of risk for investors.

Analyst Insight

Investors should closely monitor Biomerica's upcoming financial reports for tangible improvements in performance following these governance changes. Given the small market cap and recent reverse stock split, a cautious approach is warranted; consider this a speculative investment until clear signs of sustained growth and profitability emerge.

Executive Compensation

Key Numbers

• $6.4M — Non-affiliate market value (As of November 30, 2024, based on $3.12 closing price, post 1-for-8 reverse split.)
• 2,869,900 — Outstanding common shares (As of September 26, 2025.)
• 1-for-8 — Reverse stock split ratio (Effective April 21, 2025, impacting share price and count.)
• 8 — Board meetings held (During the fiscal year ended May 31, 2025.)
• 7 — Audit Committee meetings held (During the fiscal year ended May 31, 2025.)
• 4 — Compensation Committee meetings held (During the fiscal year ended May 31, 2025.)
• 4 — Nominating & Governance Committee meetings held (During the fiscal year ended May 31, 2025.)
• 75% — Director meeting attendance (Minimum attendance for all directors at Board and Committee meetings.)
• 1 — Female Director (As of September 30, 2025, out of 5 total directors.)
• 4 — Male Directors (As of September 30, 2025, out of 5 total directors.)

Key Players & Entities

• BIOMERICA INC (company) — registrant
• Zackary Irani (person) — Chief Executive Officer and Director
• Allen Barbieri (person) — Executive Vice-Chairperson of the Board and Corporate Secretary
• Jane Emerson, M.D., Ph.D. (person) — Director, Chairperson of Nominating & Governance Committee
• Catherine Coste (person) — Former Director, Chairperson of Audit Committee (resigned June 4, 2025)
• Eric Bing Chin (person) — Director, Chairperson of Audit Committee (appointed June 2025)
• David Moatazedi (person) — Director, Chairperson of Compensation Committee
• Gary Lu (person) — Chief Financial Officer
• SEC (regulator) — Securities and Exchange Commission
• $6.4 million (dollar_amount) — aggregate market value of common stock held by non-affiliates as of November 30, 2024

FAQ

Industry Context

BIOMERICA INC operates within the biotechnology and medical device sector. This industry is characterized by significant research and development costs, long product development cycles, and stringent regulatory oversight from bodies like the FDA. Companies in this space often face intense competition and rely on innovation to maintain market share and attract investment.

Regulatory Implications

As a company in the medical device and diagnostics field, BIOMERICA INC is subject to rigorous regulatory scrutiny. Changes in board composition and corporate governance, as detailed in this amended filing, are important for maintaining compliance and investor confidence. The company must adhere to SEC reporting requirements and any specific regulations governing its products and operations.

What Investors Should Do

1. Review updated governance and related party disclosures.
2. Analyze the impact of the reverse stock split.
3. Monitor board and committee activity.

Key Dates

• 2025-04-21: 1-for-8 reverse stock split effective — This action was taken to increase the per-share market price of the company's common stock, potentially making it more attractive to investors and meeting exchange listing requirements.
• 2025-06-04: Catherine Coste resigned as director — Marks a change in board composition and leadership of the Audit Committee.
• 2025-06-04: Eric Bing Chin appointed to the Board and Audit Committee — Brings new expertise, particularly as a CPA, to the Board and key committees, including the Audit Committee.

Glossary

10-K/A

An amended annual report filed with the SEC, used to correct or supplement information previously filed in a 10-K. (This filing specifically amends Part III of the company's 2025 Annual Report, indicating updates to corporate governance and related party information.)

Market Capitalization

The total market value of a company's outstanding shares of stock. (Provides a snapshot of the company's valuation, with the non-affiliate market cap at $6.4 million as of November 30, 2024.)

Reverse Stock Split

A corporate action in which a company reduces the number of its outstanding shares, typically to increase the share price. (BIOMERICA INC executed a 1-for-8 reverse stock split effective April 21, 2025, impacting share count and price.)

Audit Committee

A committee of a company's board of directors responsible for overseeing financial reporting and internal controls. (The filing details changes in its composition, with Eric Bing Chin appointed Chairperson on June 4, 2025.)

Year-Over-Year Comparison

This 10-K/A filing is an amendment primarily to Part III of the 2025 Annual Report, focusing on corporate governance, executive appointments, and related party disclosures, rather than a comprehensive update of financial performance metrics compared to the previous year. Key changes include board member transitions and the impact of a recent reverse stock split, rather than year-over-year financial growth or decline.

Key Financial Figures

• $0.08 B — ch registered Common Stock, par value $0.08 BMRA Nasdaq Capital Market Indicate
• $3.12 — million, based on the closing price of $3.12. The stock price and the number of shar
• $500 million — a market capitalization of approximate $500 million. From March 2017 to June 2020, David al

Filing Documents

• form10-ka.htm (10-K/A) — 324KB
• ex4-2.htm (EX-4.2) — 26KB
• ex19-1.htm (EX-19.1) — 46KB
• ex31-3.htm (EX-31.3) — 6KB
• ex31-4.htm (EX-31.4) — 7KB
• ex97-1.htm (EX-97.1) — 27KB
• 0001493152-25-015785.txt ( ) — 737KB
• bmra-20250531.xsd (EX-101.SCH) — 12KB
• bmra-20250531_lab.xml (EX-101.LAB) — 59KB
• bmra-20250531_pre.xml (EX-101.PRE) — 23KB
• form10-ka_htm.xml (XML) — 9KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 8 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

SIGNATURES 18 PART III

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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,

: Gender Identity

Part I: Gender Identity Directors 1 4 - -

: Demographic Background

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. 4 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

View Full Filing

View this 10-K/A filing on SEC EDGAR