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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 25, 2023, the board of directors (the “Board”) of Biomerica, Inc. (the “Company”) expanded the size of the Board by one member and elected and appointed Mr. Jack Kenny to serve as an independent member of the Board effective immediately.
The Board has determined that Mr. Kenny is an independent director within the meaning of NASDAQ Rule 5605. In addition to his appointment as an independent director, Mr. Kenny will serve as the Chairperson of the Board’s Nominating and Corporate Governance Committee and shall also serve as a member of the Audit Committee.
In connection with Mr. Kenny’s appointment to the Board, Mr. Kenny will receive an annualized cash fee of $52,500 (paid quarterly), and other equity-based compensation that shall be determined at a later date.
Mr. Kenny does not have a family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Kenny and any other persons pursuant to which he was selected as a director, and there are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K.
On August 28, 2023, the Company issued a press release announcing the appointment of Mr. Kenny as a director of the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release issued August 28, 2023 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
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.
| BIOMERICA, INC. | ||
| Date: August 28, 2023 | By: | /s/ Zackary S. Irani |
| Zackary S. Irani Chief Executive Officer | ||