BIOMERICA INC
For the period ended May 31, 2024. Filed Aug 28, 2024.
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FY2024 · Filed Aug 28, 2024
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Item 15. EXHIBITS LIST AND FINANCIAL SCHEDULES
The following documents are filed as part of this Annual Report on Form 10-K:
| 1. | Consolidated Financial Statements |
Reference is made to the Index to the consolidated financial statements as set forth on page FS-1 of this Annual Report on Form 10-K.
| 2. | Consolidated Financial Statement Schedules |
All schedules have been omitted as the pertinent information is either not required, not applicable, or otherwise included in the financial statements and notes thereto.
| 3. | Exhibits |
See below.
| Exhibit No. | Description |
| 3.1 | First Amended and Restated Certificate of Incorporation of Registrant filed with the Secretary of State of Delaware on August 1, 2000 (incorporated by reference to Exhibit 3.8 filed with the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended May 31, 2000). |
| 3.2 | Amended and Restated Bylaws, as adopted on July 24, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed July 26, 2023). |
| 4.1 | Specimen Stock Certificate of Common Stock of Registrant (incorporated by reference to Exhibit 4.1 filed with Registrant’s Registration Statement on Form SB-2, Commission No. 333-87231 filed on September 16, 1999). |
| 4.2 | Description of Capital Stock. |
| 10.1 | Standard Industrial/Commercial Single-Tenant Lease, dated June 18, 2009, by and between Registrant and CNH, LLC for 17571 Von Karman Avenue, Irvine, CA 92614 (incorporated by reference to Exhibit 10.1 of the Company’s August 31, 2009 Form 10-Q filed October 16, 2009). |
| 10.2 | 2014 Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 29, 2014). |
| 10.3 | 2017 Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 28, 2017). |
| 10.4 | 2020 Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 25, 2020). |
| 10.5 | Form of Executive Stock Option Agreement (attached herein). |
| 10.6 | Employment Agreement, dated March 1, 2023, by and between Biomerica, Inc. and Gary Lu. |
| 10.7 | 2023 Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 27, 2023 ). |
| 10.8 | Employment Agreement dated August 28, 2024 by and between Biomerica Inc. and Gary Lu. |
| 21.1 | List of Subsidiaries (attached herein). |
| 23.1 | Consent of Independent Registered Public Accounting Firm (Haskell & White LLP). |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended. |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended. |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
The certifications attached as Exhibits 32.1 and 32.2 accompany this Annual Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BIOMERICA, INC. | |
| Registrant | |
| By | /s/ Zackary S. Irani |
| Zackary S. Irani, | |
| Chief Executive Officer |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature and Capacity
| /s/ Zackary S. Irani | Date: August 28, 2024 |
|---|---|
| Zackary S. Irani | |
| Director, Chief Executive Officer | |
| /s/ Gary Lu, CPA | Date: August 28, 2024 |
| Gary Lu, CPA | |
| Chief Financial Officer | |
| /s/ Allen Barbieri | Date: August 28, 2024 |
| Allen Barbieri | |
| Director, Vice-Chairman | |
| /s/ Jane Emerson, M.D., Ph.D. | Date: August 28, 2024 |
| Jane Emerson, M.D., Ph.D. | |
| Director | |
| /s/ David Moatazedi | Date: August 28, 2024 |
| David Moatazedi Director | |
| /s/ Catherine Coste, CPA | Date: August 28, 2024 |
| Catherine Coste, CPA | |
| Director | |
TABLE OF CONTENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID 0200) | FS-2 – FS-3 |
|---|---|
| CONSOLIDATED FINANCIAL STATEMENTS | |
| Consolidated Balance Sheets as of May 31, 2024 and 2023 | FS-4 |
| Consolidated Statements of Operations and Comprehensive Loss for the Years Ended May 31, 2024 and 2023 | FS-5 |
| Consolidated Statements of Shareholders’ Equity for the Years Ended May 31, 2024 and 2023 | FS-6 |
| Consolidated Statements of Cash Flows for the Years Ended May 31, 2024 and 2023 | FS-7 |
| Notes to Consolidated Financial Statements | FS-8 – FS-20 |
FS-1
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