Biomerica Announces Filing of New Three Year Shelf Registration Statement
July 22 2020 - 6:39AM
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
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