UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On March 3, 2023, Biomerica, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC (the “Underwriter”), relating to the issuance and sale in an underwritten public offering (the “Offering”) of an aggregate of 3,333,333 shares of the Company’s common stock, par value $0.08 per share (“Common Stock”). The public offering price was $2.40 per share of Common Stock and the Underwriter agreed to purchase the Common Stock pursuant to the Underwriting Agreement, subject to an underwriter’s discount of six percent (6.0%), at a price of $2.256 per share. The Offering closed on March 7, 2023, and the Company issued and sold an aggregate of 3,333,333 shares of Common Stock.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration Statement No. 333-239980) filed with the Securities and Exchange Commission (the “SEC”) on July 21, 2020, as amended by that certain Pre-effective Amendment No. 1 filed with the SEC on September 11, 2020, and declared effective by the SEC on September 30, 2020, the accompanying prospectus contained therein, and preliminary and final prospectus supplements filed with the SEC in connection with the Company’s takedown relating to the Offering. A copy of the opinion of Stradling Yocca Carlson & Rauth, P.C. relating to the legality of the issuance and sale of the shares of Common Stock in the Offering is attached as Exhibit 5.1 hereto.
The net proceeds from the Offering were approximately $7.4 million, after deducting underwriting discounts and commissions and other estimated Offering expenses payable by the Company.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. In addition, subject to certain exceptions, the Company’s directors and executive officers agreed not to sell or otherwise dispose of any Common Stock for a period ending 90 days after the date of the Underwriting Agreement without first obtaining the written consent of the Underwriter.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On March 2, 2023, March 3, 2023, and March 7, 2023, the Company issued press releases announcing that it had launched, priced and closed the Offering, respectively. Copies of the press releases are attached as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Consent of Stradling Yocca Carlson & Rauth, P.C. (included in Exhibit 5.1) |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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| BIOMERICA, INC. | ||
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| Date: March 7, 2023 | By: | /s/ Zackary S. Irani | |
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| Name: Zackary S. Irani Title: Chief Executive Officer | |
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