Form 8-K

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): December 16, 2022

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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 16, 2022, the Board of Directors of Biomerica, Inc. (the “Company”) unanimously approved a modification to the 2022 Incentive Stock Plan (the “Plan”) to (i) remove the Board’s ability to amend the exercise price of outstanding options or exchange outstanding options for options with a different exercise price without stockholder approval, and (ii) remove the Board’s ability to buy outstanding options for cash or cash equivalents or allow option holders the ability to cash-out any vested portion of outstanding options without stockholder approval (the “Amendments”). The Plan, prior to such amendments, was approved by the Company’s stockholders at the Company’s annual stockholders’ meeting held on December 7, 2022.

A full copy of the Plan was included in the Company’s definitive proxy statement filed with the Securities Exchange Commission on September 27, 2022. The Amendments adopted by the Board on December 16, 2022 deleted sections 5.6 and 5.7 of the Plan.

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: December 16, 2022	By:	/s/ Zackary S. Irani
		Zackary S. Irani Chief Executive Officer