bmra_sc13ga.htm

0001477932-19-000433.txt : 20190212 0001477932-19-000433.hdr.sgml : 20190212 20190212104947 ACCESSION NUMBER: 0001477932-19-000433 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190212 DATE AS OF CHANGE: 20190212 GROUP MEMBERS: ALAN GELBAND GROUP MEMBERS: ALAN GELBAND CO DEFINED CONTRIBUTION PENSION PLAN & TRUST GROUP MEMBERS: ALAN GELBAND ROTH IRA GROUP MEMBERS: ALDEN FOUNDATION GROUP MEMBERS: DENISE DESHANE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOMERICA INC CENTRAL INDEX KEY: 0000073290 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 952645573 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47729 FILM NUMBER: 19588743 BUSINESS ADDRESS: STREET 1: 17571 VON KARMAN AVENUE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9496452111 MAIL ADDRESS: STREET 1: 17571 VON KARMAN AVENUE CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: NMS PHARMACEUTICALS INC DATE OF NAME CHANGE: 19871130 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR MEDICAL SYSTEMS INC DATE OF NAME CHANGE: 19830216 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR INSTRUMENTS INC DATE OF NAME CHANGE: 19720508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GELBAND ALAN CENTRAL INDEX KEY: 0000908361 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 750 THIRD AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 bmra_sc13ga.htm SC 13G/A bmra_sc13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

BIOMERICA, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

09061H307

(CUSIP Number)

ALAN GELBAND

750 Third Avenue

New York, NY 10007

(212) 688-2808

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/31/18

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 09061H307
1.	NAMES OF REPORTING PERSONS Alan Gelband
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER Common Stock equal to less than 5%
	6.	SHARED VOTING POWER 0
	7.	SOLE DISPOSITIVE POWER Common Stock equal to less than 5%
	8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock equal to less than 5%
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5%
12.	TYPE OF REPORTING PERSON (see instructions) IN

CUSIP No. 09061H307
1.	NAMES OF REPORTING PERSONS The Alan Gelband Company Defined Contribution Pension Plan and Trust
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER Common Stock equal to less than 5%
	6.	SHARED VOTING POWER 0
	7.	SOLE DISPOSITIVE POWER Common Stock equal to less than 5%
	8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock equal to less than 5%
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5%
12.	TYPE OF REPORTING PERSON (see instructions) EP

CUSIP No. 09061H307
1.	NAMES OF REPORTING PERSONS Alan Gelband Roth IRA
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER Common Stock equal to less than 5%
	6.	SHARED VOTING POWER 0
	7.	SOLE DISPOSITIVE POWER Common Stock equal to less than 5%
	8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock equal to less than 5%
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5%
12.	TYPE OF REPORTING PERSON (see instructions) EP

CUSIP No. 09061H307
1.	NAMES OF REPORTING PERSONS The Alden Foundation
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER Common Stock equal to less than 5%
	6.	SHARED VOTING POWER 0
	7.	SOLE DISPOSITIVE POWER Common Stock equal to less than 5%
	8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock equal to less than 5%
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5%
12.	TYPE OF REPORTING PERSON (see instructions) OO

CUSIP No. 09061H307
1.	NAMES OF REPORTING PERSONS Denise DeShane
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER Common Stock equal to less than 5%
	6.	SHARED VOTING POWER 0
	7.	SOLE DISPOSITIVE POWER Common Stock equal to less than 5%
	8.	SHARED DISPOSITIVE POWER 0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Common Stock equal to less than 5%
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 5%
12.	TYPE OF REPORTING PERSON (see instructions) IN

Item 1.

	(a)	Name of issued:
		BIOMERICA, INC.

	(b)	Address of issuer’s principal executive offices:
		17571 Von Karman Avenue, Irvine, CA 92614

Item 2.

	(a)	Name of person filing:
		This Schedule 13G/A is filed jointly on behalf of (1) Alan Gelband, (2) The Alan Gelband Defined Contribution Pension Plan and Trust, (3) Alan Gelband Roth IRA, (4) The Alden Foundation, and (5) Denise DeShane (collectively, the “Reporting Person”).

	(b)	Address or principal business office or, if none, residence:
		750 Third Avenue
		New York, NY 10007

	(c)	Citizenship:
		Alan Gelband is a United States citizen. The Alan Gelband Defined Contribution Pension Plan and Trust is a trust governed under the laws of the State of Florida. Alan Gelband Roth IRA is an investment retirement account governed by the laws of the United States. The Alden Foundation is a foundation governed by the laws of the United States. Denise DeShane is a United States citizen.

	(d)	Title of lass of securities:
		Common Stock

	(e)	CUSIP No.:
		09061H307

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned:
	Common Stock equal to less than 5%

(b)	Percent of class:
	Less than 5%

(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote: Common Stock equal to less than 5%

	(ii)	Shared power to vote or to direct the vote: 0

	(iii)	Sole power to dispose or to direct the disposition of: Common Stock equal to less than 5%

	(iv)	Shared power to dispose or to direct the disposition of: 0

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2019		Date: February 12, 2019

		THE ALAN GELBAND DEFINED CONTRIBUTION PENSION PLAN AND TRUST

	/s/ Alan Gelband	By:	/s/ Alan Gelband
	ALAN GELBAND	Name:	Alan Gelband
		Title:	Trustee

Date: February 12, 2019		Date: February 12, 2019

ALAN GELBAND ROTH IRA		THE ALDEN FOUNDATION

By:	/s/ Alan Gelband	By:	/s/ Alan Gelband
Name:	Alan Gelband	Name:	Alan Gelband
Title:	Trustee	Title:	Principal

Date: February 12, 2019

	/s/ Denise DeShane
	DENISE DESHANE

EXHIBIT A

AGREEMENT

Each of the undersigned hereby consents and agrees to this joint filing of the Schedule 13G/A for the Common Stock of Biomerica, Inc.

Date: February 12, 2019		Date: February 12, 2019

		THE ALAN GELBAND DEFINED CONTRIBUTION PENSION PLAN AND TRUST

	/s/ Alan Gelband	By:	/s/ Alan Gelband
	ALAN GELBAND	Name:	Alan Gelband
		Title:	Trustee

Date: February 12, 2019		Date: February 12, 2019

ALAN GELBAND ROTH IRA		THE ALDEN FOUNDATION

By:	/s/ Alan Gelband	By:	/s/ Alan Gelband
Name:	Alan Gelband	Name:	Alan Gelband
Title:	Trustee	Title:	Principal

Date: February 12, 2019

	/s/ Denise DeShane
	DENISE DESHANE