BIOMERICA, INC. (NASDAQ:BMRA) Files An 8-K Entry into a Material Definitive Agreement

BIOMERICA, INC. (NASDAQ:BMRA) Files An 8-K Entry into a Material Definitive Agreement
Item 9.01 Entry into a Material Definitive Agreement

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At Market Issuance Sales Agreement

On December 1, 2017, Biomerica, Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “At Market Issuance Sales Agreement”) with B. Riley FBR, Inc.(the “Agent”), to which the Company may offer and sell from time to time up to an aggregate of $7,000,000 of shares of the Company’s common stock, par value $0.08 per share (the “Placement Shares”), through the Agent.

The Placement Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), to the Registration Statement on Form S-3 (File No. 333-219130) (the “Registration Statement”), which was originally filed with the Securities and Exchange Commission (“SEC”) on June 30, 2017 and declared effective by the SEC on July 20, 2017, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on December 1, 2017.

Sales of the Placement Shares, if any, to the At Market Issuance 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 Agent will act as sales agent 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 Agent and the Company.

The Company has no obligation to sell any of the Placement Shares under the At Market Issuance Sales Agreement, and may at any time suspend offers under the At Market Issuance Sales Agreement or terminate the At Market Issuance 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.

The At Market Issuance 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 At Market Issuance Sales Agreement, the Company will pay the Agent a commission equal to 3.0% of the gross proceeds from each sale of Placement Shares sold through it under the At Market Issuance Sales Agreement. In addition, the Company has agreed to pay certain expenses incurred by the Agent 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 offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The description of the material terms of the At Market Issuance Sales Agreement is not intended to be complete and is qualified in its entirety by reference to the At Market Issuance Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Stradling Yocca Carlson & Rauth, P.C., counsel to the Company, has issued an opinion to the Company, dated December 1, 2017, regarding the validity of the Placement Shares. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Number

Description

1.1

At Market Issuance Sales Agreement, dated December 1, 2017, between Biomerica, Inc. and B. Riley FBR, Inc.

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 above).


BIOMERICA INC Exhibit
EX-1.01 2 salesagreement.htm EXHIBIT 1.01 sales agreement   BIOMERICA,…
To view the full exhibit click here

About BIOMERICA, INC. (NASDAQ:BMRA)

Biomerica, Inc. is a biomedical company, which develops, manufactures and markets medical diagnostic products for the early detection and monitoring of chronic diseases and medical conditions. The Company’s medical diagnostic products are sold around the world in over two markets, including clinical laboratories and point of care (physicians’ offices and over-the-counter drugstores). The Company operates in Europe, the United States, Asia, South America, the Middle East and other foreign countries. The Company’s diagnostic test kits are used to analyze blood, urine or fecal specimens from patients in the diagnosis of various diseases and other medical complications, or to measure the level of specific hormones, antibodies, antigens or other substances, which exist in the human body in various concentrations. The Company primarily focuses on products for gastrointestinal (GI), food intolerances, diabetes and esoteric tests. The Company’s diagnostic products use immunoassay technology.

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