Biomerica Announces Filing of New Three Year Shelf Registration Statement
Biomerica Inc. (NASDAQ: BMRA) announced the filing of a new three-year shelf registration statement on Form S-3 with the SEC, replacing the previous registration effective since July 2017. This move offers the company flexibility for future capital market access. Additionally, 571,429 shares of common stock are being registered on behalf of Palm Global Master Small Cap Master Fund LP, related to their previous purchase of convertible preferred stock. Biomerica has no immediate plans to offer any securities under this new registration.
- Filed a new three-year shelf registration statement, enhancing financial flexibility.
- Registered 571,429 shares of common stock for Palm Global, facilitating capital structure.
- No immediate plans to offer securities, potentially limiting capital raising opportunities.
IRVINE, Calif., July 22, 2020 (GLOBE NEWSWIRE) -- Biomerica Inc. (NASDAQ: BMRA) today announced that it has filed a new three year shelf registration statement on Form S-3 with the United States Securities and Exchange Commission (“SEC”) to replace its previous three year shelf registration statement, which was declared effective by the SEC in July 2017.
Like many other public companies, Biomerica filed the three year shelf registration statement to provide the Company with flexibility to access the capital markets in the future if circumstances arise that would make the sale of securities advantageous to the Company and its stockholders. The Company has no immediate plans to offer or sell any securities under this shelf registration statement to the public.
In connection with this new shelf registration statement, the Company is also filing to register 571,429 shares of common stock on behalf of Palm Global Master Small Cap Master Fund LP (“Palm”). As previously announced in February 2020, the Company sold to Palm 571,429 shares of convertible preferred stock that are convertible into shares of the Company’s common stock. Pursuant to the terms of a registration rights agreement with Palm, the Company agreed in February 2020, to register for resale the shares of common stock into which the shares of preferred stock convert. To date, Palm has converted 250,000 shares of its preferred stock into common stock and still owns all of these shares.
The shelf registration statement has been filed with the SEC, but has not been declared effective. This press release is not an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer of securities covered by the registration statement may be made solely by means of the prospectus included in the registration statement and a related prospectus supplement containing specific information about the terms of any such offering.
About Biomerica (NASDAQ: BMRA)
Biomerica, Inc. (www.biomerica.com) is a global biomedical technology company that develops, patents, manufactures and markets advanced diagnostic and therapeutic products used at the point-of-care (in home and in physicians' offices) and in hospital/clinical laboratories for detection and/or treatment of medical conditions and diseases. The Company's products are designed to enhance the health and well-being of people, while reducing total healthcare costs. Biomerica primarily focus is on Gastrointestinal and Inflammatory Diseases where the Company has multiple diagnostic and therapeutic products in development.
About InFoods®
The Biomerica InFoods® IBS product is designed to allow physicians to identify patient specific foods (e.g. eggs, broccoli, wheat, potatoes, corn, etc.), that when removed from the diet, may alleviate or improve an individual's IBS symptoms including, but not limited to, constipation, diarrhea, bloating, pain and indigestion. This patented, diagnostic-guided therapy is designed to allow for a patient specific, guided dietary regimen to improve Irritable Bowel Syndrome (IBS) outcomes. The point-of-care product is being developed to allow physicians to perform the test in-office using a finger stick blood sample while a clinical lab version of the product is expected to be the first for which the company will seek regulatory approval. A billable CPT code that can be used by both clinical labs and physicians' offices is already available for InFoods® diagnostic products. Since the InFoods® product is a diagnostic-guided therapy, and not a drug, it has no drug type side effects. An estimated 45 million people in America currently suffer from IBS making it a leading cause for patient doctor visits.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by Biomerica) contains statements that are forward-looking, such as statements relating to the efficacy of the Company’s COVID-19 test, FDA clearance, EUA clearance, the rapidity of testing results, uniqueness of a product, pricing of the Company’s test kits, demand for international orders, availability of the Company’s COVID-19 test kits, and patent protection on the test technology. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, including, without limitation: results of studies testing the efficacy of the Company’s COVID-19 test; regulatory approvals necessary prior to commercialization of the Company’s COVID-19 test; availability of the Company’s COVID-19 test kits; capacity, resource and other constraints on our suppliers; dependence on our third party manufacturers; dependence on international shipping carriers; governmental import/export regulations; demand for our COVID-19 test; competition from other similar products and from competitors that have significantly more financial and other resources available to them; governmental virus control regulations that make it difficult or impossible for the company to maintain current operations; regulations and the Company’s ability to obtain patent protection on any aspects of its rapid test technology. Accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on behalf of Biomerica. Additionally, potential risks and uncertainties include, among others, fluctuations in the Company's operating results due to its business model and expansion plans, downturns in international and or national economies, the Company's ability to raise additional capital, the competitive environment in which the Company will be competing, and the Company's dependence on strategic relationships. The Company is under no obligation to update any forward-looking statements after the date of this release.
CONTACT INFORMATION
Company Spokesperson
949-645-2111
www.biomerica.com
FAQ
What is the purpose of Biomerica's new shelf registration statement filed with the SEC?
What shares are being registered under Biomerica's new shelf registration statement?
How many shares of preferred stock has Palm converted to common stock from Biomerica?
Is Biomerica planning to sell securities immediately under the new registration?
