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.
Number Description
1.1 Underwriting Agreement, dated March 3, 2023
5.1 Opinion of Stradling Yocca Carlson & Rauth, P.C.
23.1 Consent of Stradling Yocca Carlson & Rauth, P.C. (included in Exhibit
5.1)
99.1 Press Release of Biomerica, Inc., issued March 2, 2023
99.2 Press Release of Biomerica, Inc., issued March 3, 2023
99.3 Press Release of Biomerica, Inc., issued March 7, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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