BIOMERICA, INC. Files 8-K: Material Agreement & Listing Concerns
Ticker: BMRA · Form: 8-K · Filed: May 10, 2024 · CIK: 73290
Sentiment: mixed
Topics: material-agreement, listing-rules, 8-k
TL;DR
BIOMERICA's 8-K flags a new deal but also listing rule problems - stock watch!
AI Summary
On May 7, 2024, BIOMERICA, INC. filed an 8-K report detailing a material definitive agreement. The company, formerly known as NMS PHARMACEUTICALS INC, is incorporated in Delaware and headquartered in Irvine, CA. The filing also mentions a notice of delisting or failure to satisfy continued listing rules and includes financial statements and exhibits.
Why It Matters
This filing indicates significant corporate events, including a new material agreement and potential issues with stock exchange listing rules, which could impact investor confidence and stock value.
Risk Assessment
Risk Level: medium — The mention of 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule' introduces significant risk regarding the company's public trading status.
Key Numbers
- 001-37863 — SEC File Number (Identifies the company's filing with the SEC.)
- 95-2645573 — IRS Number (Company's tax identification number.)
Key Players & Entities
- BIOMERICA, INC. (company) — Registrant
- NMS PHARMACEUTICALS INC (company) — Former Company Name
- May 7, 2024 (date) — Date of earliest event reported
- 17571 VON KARMAN AVENUE (address) — Business and Mail Address
- IRVINE, CA (location) — City, State of Business Address
- 9493792875 (phone_number) — Business Phone
FAQ
What is the nature of the material definitive agreement mentioned in the 8-K?
The filing states 'Entry into a Material Definitive Agreement' as an item, but the specific details of the agreement are not provided in this excerpt.
What specific listing rule is BIOMERICA, INC. failing to satisfy?
The filing mentions 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard' but does not specify which rule is being violated.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on May 7, 2024.
What are the former names of BIOMERICA, INC.?
BIOMERICA, INC. was formerly known as NMS PHARMACEUTICALS INC, NUCLEAR MEDICAL SYSTEMS INC, and NUCLEAR INSTRUMENTS INC.
Where is BIOMERICA, INC. headquartered?
BIOMERICA, INC. is headquartered at 17571 VON KARMAN AVENUE, IRVINE, CA 92614.
Filing Stats: 1,355 words · 5 min read · ~5 pages · Grade level 12.5 · Accepted 2024-05-10 17:15:25
Key Financial Figures
- $0.08 B — ch registered Common Stock, par value $0.08 BMRA Nasdaq Capital Market Indicate
- $5,500,000 — from time to time up to an aggregate of $5,500,000 of shares of the Company's common stock
- $0.08 — f the Company's common stock, par value $0.08 per share (the "Placement Shares"), thr
- $1.00 — e Company's common stock had been below $1.00 per share for the previous 32 consecuti
Filing Documents
- form8-k.htm (8-K) — 50KB
- ex1-1.htm (EX-1.1) — 248KB
- ex5-1.htm (EX-5.1) — 14KB
- ex5-1_001.jpg (GRAPHIC) — 2KB
- 0001493152-24-018697.txt ( ) — 544KB
- bmra-20240507.xsd (EX-101.SCH) — 3KB
- bmra-20240507_lab.xml (EX-101.LAB) — 33KB
- bmra-20240507_pre.xml (EX-101.PRE) — 22KB
- form8-k_htm.xml (XML) — 3KB
From the Filing
UNITED 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): May 7, 2024 BIOMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 001-37863 95-2645573 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 17571 Von Karman Ave . Irvine, California 92614 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (949) 645-2111 Not Applicable (Former name or former address if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $0.08 BMRA Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. On May 10, 2024, Biomerica, Inc. (the "Company") entered into an At Market Issuance Sales Agreement (the "Sales Agreement") with EF Hutton LLC and R.F. Lafferty & Co., Inc. (each individually, a "Sales Agent" and together, the "Sales Agents"), pursuant to which the Company may offer and sell from time to time up to an aggregate of $5,500,000 of shares of the Company's common stock, par value $0.08 per share (the "Placement Shares"), through the Sales Agents. On May 10, 2024, the Company filed a prospectus supplement with the Securities and Exchange Commission ("SEC") that covers the sale of Placement Shares to be sold under the Sales Agreement in an aggregate amount of $5,500,000 (the "Prospectus Supplement"). The Placement Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Registration Statement on Form S-3 (File No. 333-274729) (the "Registration Statement"), which was originally filed with the SEC on September 28, 2023 and declared effective by the SEC on September 29, 2023, the base prospectus contained within the Registration Sales of the Placement Shares, if any, pursuant to the Sales Agreement, may be made in sales deemed to be "at the market offerings" as defined in Rule 415 promulgated under the Securities Act. The Sales Agents will act as sales agents and will use commercially reasonable efforts to sell on the Company's behalf all of the Placement Shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the Sales Agents and the Company. The Company has no obligation to sell any of the Placement Shares under the Sales Agreement, and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. The Company intends to use the net proceeds from this offering for general corporate purposes, including, without limitation, sales and marketing activities, clinical studies and product development, making acquisitions of assets, businesses, companies or securities, capital expenditures, and for working capital needs. We have no current commitments or agreements with respect to any acquisitions as of the date hereof. The Sales Agreement contains customary representations, warranties and agreements by the Company, as well as indemnification obligations of the Company for certain liabilities under the Securities Act. Under the terms of the Sales Agreement, the Company will pay the Sales Agents a commission equal to 2.0% of the gross sale price per share sold. In addition, the Company has agreed to pay certain expenses incurred by the Sales Agents in connection with the offering. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an