0001513162-19-000198.txt : 20190904 0001513162-19-000198.hdr.sgml : 20190904 20190904081918 ACCESSION NUMBER: 0001513162-19-000198 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190904 ITEM INFORMATION: Other Events FILED AS OF DATE: 20190904 DATE AS OF CHANGE: 20190904 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37863 FILM NUMBER: 191073344 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 8-K 1 form8k.htm FORM 8-K Form 8-K

SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C.


FORM 8-K


CURRENT REPORT



Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



_             September 4, 2019____

Date of Report (date of earliest event reported)



BIOMERICA, INC.

(Exact Name of Registrant as Specified in its Charter)



Delaware       

0-8765

        95-2645573
(State or Other (Commission

(IRS Employer

Jurisdiction of File Number) Identification Number)
Incorporation)


17571 Von Karman Ave.

Irvine, California 92614

(Address of Principal Executive Offices

Including Zip Code)



949-645-2111

(Registrant’s Telephone Number,

Including Area Code)


______________

(Former Name or Former Address if Changed

Since Last Report)


Page 1 of 2 pages






Item 8.01  Other Events


On May 29, 2019 (the “Execution Date”), Biomerica executed an exclusive distribution agreement with MaxHealth International Ltd. and MaxHealth Medical Co. Ltd. (together “Maxhealth”), for the sale of Biomerica’s EZ Detect product in China. In the Agreement, MaxHealth was given an option to purchase 500,000 shares of Biomerica common shares for a period of 90 days following the Execution Date (the “Option Period”) at a purchase price of either a) $4.66 per share if during the Option Period Biomerica in a separate private transaction sells $1,000,000 of shares at a price greater than $4.66 per share, or b) 25% above the average public trading price of Biomerica’s common stock during the 10 business days preceding the MaxHealth’s exercise of the option and purchase of the shares. The shares must be purchased in a single transaction and must be prepaid prior to issuance.


At the request of MaxHealth, Biomerica has executed an amendment to the Agreement that extends the Option Period to 180 days following the Execution Date. All other terms of the option and Agreement remain the same.  


Also pertaining to this Agreement, the Company shipped an initial prepaid order of EZ Detect product to MaxHealth on August 30, 2019. Once this initial order clears customs in China, the Agreement requires MaxHealth to prepay an additional amount of $900,000 for future orders of the EZ Detect product.


     





SIGNATURES


     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.


Dated:  September 4, 2019

                        Biomerica, Inc.


            By: /s/ Zackary S. Irani

Zackary S. Irani

Chief Executive Officer