All votes will be tabulated by the inspector of elections appointed for the meeting, who will separately tabulate, for the proposal, affirmative and negative votes, abstentions and broker non-votes.

APPRAISAL RIGHTS

         Under Delaware law, stockholders are not entitled to any appraisal rights with respect to the approval of any of the proposals described in this Proxy Statement.

PERSONS MAKING THE SOLICITATION

         The Proxy accompanying this Proxy Statement is solicited on behalf of the Board of Directors of the Company for use at the Annual Meeting. The solicitation of proxies is being made by use of the mails and the cost of preparing, assembling and mailing these proxy materials will be paid by the Company. Following the mailing of this Proxy Statement, directors, officers and employees of the Company may solicit proxies by mail, telephone, telegraph or personal interview. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries and custodians nominally holding shares of the Company's Common Stock, of record will be requested to forward proxy soliciting material to the beneficial owners of such shares. The Company will, upon request, reimburse such parties for their reasonable expenses in forwarding proxy materials to the beneficial owners.

TERMS OF THE PROXY

         The enclosed Proxy indicates the matters to be acted upon at the Annual Meeting and provides boxes to be marked to indicate the manner in which the stockholder's shares are to be voted with respect to such matters. By appropriately marking the boxes, a stockholder may specify whether the proxy shall vote for or against or shall be without authority to vote the shares represented by the Proxy. The Proxy also confers upon the proxy discretionary voting authority with respect to such other business as may properly come before the Annual Meeting.

         If the Proxy is executed properly and is received by the Company prior to the Annual Meeting, the shares represented by the Proxy will be voted. Where a stockholder specifies a choice with respect to the matter to be acted upon, the shares will be voted in accordance with such specification. Any proxy which is executed in such a manner as not to withhold authority to vote for the election of the specified nominees as directors shall be deemed to confer such authority. A Proxy may be revoked at any time prior to its exercise (i) by giving written notice of the revocation thereof to Ms. Janet Moore, Secretary, Biomerica, Inc., 17571 Von Karman Avenue, Irvine, California 92614, (ii) by attending the meeting and electing to vote in person, or (iii) by delivering a duly executed Proxy bearing a later date.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of September 24, 20182019 certain information as to shares of Common Stock owned by (i) each person known to beneficially own more than 5% of the outstanding Common Stock, (ii) each Director, including nominees for director, and each named executive officer of the Company, and (iii) all executive officers and directors of the Company as a group. Unless otherwise indicated, each person listed has sole voting and investment power over the shares beneficially owned by him or her. Unless otherwise indicated, the address of each named beneficial owner is the same as that of the Company's principal executive offices located at 17571 Von Karman Avenue, Irvine, California 92614.

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(1) Beneficial ownership is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934. Any shares of Common Stock that each named person and group has the right to acquire within 60 days pursuant to options, warrants, conversion privileges or other rights, are deemed outstanding for purposes of computing shares beneficially owned by and the percentage ownership of each such person and group. However, such shares are not deemed outstanding for purposes of computing the shares beneficially owned by or percentage ownership of any other person or group. Percentage ownership for each named beneficial owner, and the ownership of the directors and executive officers as a group, is based on 8,967,6729,818,8133 shares outstanding as of the date of the Proxy Statement plus the shares the named person and group has a right to acquire within 60 days thereafter pursuant to options, warrants, conversion privileges or other rights and privileges.

(2) Includes 45,00070,833 shares underlying options exercisable by Ms. Moore at or within 60 days after the date of the Proxy; 635,977 shares owned by The Janet Moore Trust of which Janet Moore is the sole trustee at or within 60 days after the date of the Proxy.

(3) Includes 128,750205,000 shares underlying options and warrants exercisable by Mr. Irani at or within 60 days after the date of the Proxy.

(4) Includes 40,000 shares underlying options exercisable by Mr. Capitanio at or within 60 days after the date of the Proxy.

(5)  Includes 65,00081,250 shares underlying options and warrants exercisable by Mr. Barbieri at or within 60 days after the date of the Proxy.

(6)(5) Includes 65,00081,250 shares underlying options exercisable by Dr. Cano at or within 60 days after the date of the Proxy and 5,900 shares owned indirectly.

(7)(6) Includes 60,00073,750 shares underlying options exercisable by Dr. Emerson at or within 60 days after the date of the Proxy.

(8)(7) Includes 17,50051,250 shares underlying options exercisable by Dr. Sirgo at or within 60 days after the date of the Proxy.

(9) (8) Includes all information set forth in footnotes (2) through (8)(7), above.

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PROPOSAL NO. 1:  ELECTION OF DIRECTORS

DIRECTORS

         The Company's Bylaws give the Board of Directors ("the Board") the power to set the number of directors at no less than three (3) or more than nine (9). The size of the Company's Board is currently set at six (6) directors and six (6) directors are to be elected at the Annual Meeting to be held on December 12, 2018.11, 2019. Each director of the Company is elected annually and holds office for the ensuing year and until his or her successor has been elected and qualified. In the event that any of them should become unavailable prior to the Annual Meeting, the Proxy will be voted for a substitute nominee or nominees designated by the Board or the number of directors may be reduced accordingly.

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         The following table sets forth the name and current age of each nominee for director, the year he or she was first elected a director and his or her position(s) with the Company. The Company does not pay a fee to any third party to identify potential nominees. The Board has not received recommended nominees from a stockholder.

         Mr. Zackary Irani has been a Director of the Company, and has been serving as the Company's Chairman of the Board and Chief Executive Officer since April 29, 1997. Prior to that time, Mr. Irani served as the Company's Vice President of Business Development. He has been an employee of the Company since 1986. During fiscal 2008 and 2009, Mr. Irani also served as Chairman of the Board of Lancer Orthodontics, Inc. and served as Lancer's Chief Executive Officer from April 1997 until April 2004.

         Ms. Janet Moore has been a Director of the Company since April 29, 1997, and has been serving as the Company's Secretary and Treasurer since 1985. She has served as the Company's Chief Financial Officer since 1999 and has been an employee of the Company since 1976. From fiscal 1998 through 2008, Ms. Moore also served as a director and Secretary of Lancer Orthodontics, Inc.

         Mr. Allen Barbieri has served as a Director of the Company since October 1999.  Mr. Barbieri is currently a private investor.  From January 2010 to March 2018 Mr. Barbieri served as the Chief Executive Officer of Biosynthetic Technologies, a privately held, renewable specialty chemicals company, with BP and Monsanto as major investors.  Prior to that, from April 2004 to September 2009, Mr. Barbieri served as the Chief Executive Officer of Lancer Orthodontics, Inc., a medical products company with manufacturing operations in the U.S. and Mexico.  From 1998 to 1999, he served as President and Chief Financial Officer of BUY.COM, a major internet retailer and from 1994 to 1999 Mr. Barbieri was President and Chief Executive Officer of Pacific National Bank.  Mr. Barbieri also currently serves as a member of the board of directors of CareTrust REIT, Inc. (NASDAQ:CTRE), a publicly traded real estate investment trust, where he is Chairman of the Corporate Governance and Nominating Committee and also serves on the Audit and Compensation Committees.

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           Francis R. Cano, Ph.D., has served as a Director of the Company since June 1999. Dr. Cano is the managing director of Cano Biotechnology, a consulting business which is focused on vaccines and immunotherapeutics. He co-founded Aviron in 1993 and served as the President and Chief Operating Officer. The Company developed the intranasal flu vaccine, Flu-Mist, and was acquired by MedImmune in 2002 for $1.2 billion. From 1972-1993 Dr. Cano held various scientific/management positions with American Cyanamid, the last of which was as Vice President-General Manager of the Lederle-Praxis Biological Division. From fiscal 2001 through 2008, Dr. Cano also served on the board of Lancer Orthodontics, Inc., and currently serves on the board of Arbor Vita Corporation and Dynavax.       

         Dr. Emerson has served as a Director of the Company since April 2007. Since July 1, 2009, Dr. Emerson has served as Vice Chair for Clinical Programs and Chief of Clinical Pathology at the University of Southern California Keck School of Medicine, Los Angeles, California. From 1994 to 2009, Dr. Emerson was on the faculty of the University of California, Irvine School of Medicines where she served as Chief of Clinical Pathology and from 2000 to 2009, also served as the Vice Chair for Clinical Programs, Department of Pathology and Laboratory Medicine. 

Mark A. Sirgo, Pharm.D., age 64, is currently Vice Chairman65, since January of BioDelivery Sciences International, Inc. ("BDSI").this year has been CEO and a Director of Aruna Bio an early stage neural exosome therapeutic company.  He previously served as President & CEO of BioDelivery Sciences International, Inc. (“BDSI”) from January 2005 until January of 2018. He joined BDSI in August 2004 as Senior Vice President of Commercialization and Corporate Development upon the acquisition of Arius Pharmaceuticals, of which he was a co-founder and Chief Executive Officer. While at BDSI he oversaw the FDA approval and commercialization of three products for pain and addiction medicine. Dr. Sirgo has over 30 years of experience in the pharmaceutical industry, including 16 years in clinical drug development, 7 years in marketing, sales, and business development and 15 years in executive management positions. Prior to his involvement with Arius Pharmaceuticals, he spent 16 years in a variety of positions of increasing responsibility in both clinical development and marketing at Glaxo, Glaxo Wellcome, and GlaxoSmithKline, including Vice President of International OTC Development and Vice President of New Product Marketing. Dr. Sirgo was responsible for managing the development and FDA approval of Zantac 75 while at Glaxo Wellcome, among  other accomplishments. From 1996 to 1999, Dr. Sirgo was Senior Vice President of Global Sales and Marketing at Pharmaceutical Product Development, Inc., a leading contract service provider to the pharmaceutical industry. Dr. Sirgo served on the Board of Directors and as Chairman of the Compensation Committee of Salix Pharmaceuticals, Ltd. (NASDAQ:SLXP), a specialty pharmaceutical company specializing in gastrointestinal products from 2008 until its sale to Valeant Pharmaceuticals in 2015. Dr. Sirgo is also Chairman of RDD Pharma, a private development stage gastrointestinal company.company and Vice Chairman of BDSI.

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.

EXECUTIVE OFFICERS

         Mr. Francis Capitanio, age 74, has served as the President of Biomerica sincefrom July 10, 2000.2000 until April 5, 2019, at which time he retired. Mr. Capitanio was President and Chief Executive Officer of Kalisto Biologicals, Inc. from 1997 until 2000. From 1980 until 1996, he was President and Chief Executive Officer of Diatech Diagnostics.

         The backgrounds of Zackary Irani, Chief Executive Officer, and Janet Moore, Secretary, Chief Financial Officer and Treasurer, are discussed above under the heading “Directors”.

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BOARD OF DIRECTORS MEETINGS AND COMMITTEES

         The Board of Directors maintains an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The Board of Directors held one in-person meeting during the year ended May 31, 20182019 for each committee, two telephonic board meetings, acted by unanimous written consent three times,one time, and held five review and update meetings with and without management and with and without Auditors. All directors attended 75% or more of the aggregate of all meetings of the Board of Directors and the committees, if any, upon which the directors served during the year ended May 31, 2018.2019.

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

         The Company has a Nominating and Corporate Governance Committee Charter which may be viewed on the Company’s website at www.biomerica.com.www.biomerica.com.

         The Company has a standing Nominating and Corporate Governance Committee (the “Committee”).  As of the date of this proxy statement, Dr. Francis Cano, Allen Barbieri and Dr. Mark Sirgo serve on this Committee.  They regularly assess the appropriate size of the Board of Directors and whether any vacancies on the Board of Directors are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Committee utilizes a variety of methods for identifying and evaluating director candidates. Candidates may come to the attention of the Committee through current directors, professional search firms, stockholders or other persons.

         Once the Committee has identified a prospective nominee, the Committee will evaluate the prospective nominee in the context of the then current composition of the Board of Directors and will consider a variety of other factors, including the prospective nominee's business, technology and industry, finance and financial reporting experience, and other attributes that would be expected to contribute to an effective Board of Directors. The Board seeks to identify nominees who possess a diverse range of experience, skills, areas of expertise, industry knowledge and business judgment. Successful nominees should have a history of superior performance or accomplishments in their professional undertakings and should have the highest personal and professional ethics and values. The Board does not evaluate stockholder nominees differently than any other nominee.

         Our Board will consider stockholder nominations for directors if we receive timely written notice, in proper form, of the intent to make a nomination at a meeting of stockholders. To be timely, the notice must be received within the time frame discussed below in this Proxy Statement under the heading "Date of Submission of Stockholder Proposals." To be in proper form, the notice must, among other matters, include each nominee's written consent to serve as a director for the next annual meeting if elected, a description of all arrangements or understandings between the nominating stockholder and each nominee and information about the nominating stockholder and each nominee.

COMPENSATION COMMITTEE

         The Compensation Committee is responsible for assisting the Board of Directors in discharging its responsibilities regarding the compensation of our employees and directors. The specific duties of the Compensation Committee include, among other matters: reviewing and approving executive compensation; evaluating our executive officers' performance; setting the compensation levels of our executive officers; setting our incentive compensation plans, including our equity-based incentive plans; and making recommendations to our Board of Directors regarding our overall compensation structure, policies and programs.  During fiscal 2018,2019, the Compensation Committee was comprised of Mr. Allen Barbieri, Dr. Francis Cano and Dr. Mark Sirgo. Several Compensation Committee meetings were held without management, and one Compensation Committee meeting was held with management during the fiscal year ended May 31, 2018.2019.

AUDIT COMMITTEE

        The Company has an Audit Committee Charter which may be viewed on the Company’s website at www.biomerica.com.www.biomerica.com.

         The Audit Committee is responsible for overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the Audit Committee assists the Board of Directors in its oversight of our compliance with legal and regulatory requirements. The specific duties of the Audit Committee include, among others: monitoring the integrity of our financial process and systems of internal controls regarding finance, accounting and legal compliance; selecting our independent auditor; monitoring the independence and performance of our independent auditor; and providing an avenue of communication among the independent auditor, our management and our Board of Directors. The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to all of our employees and to the independent auditor. The Audit Committee also has the ability to retain, at the Company's expense and without further approval of the Board of Directors, special legal, accounting or other consultants or experts that it deems necessary in the performance of its duties.

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         The Audit Committee met five times during fiscal 2018.2019. During fiscal 20182019 the Audit Committee consisted of Allen Barbieri, Dr. Jane Emerson and Dr. Mark Sirgo. The Board of Directors determined that Mr. Barbieri qualifies as an "audit committee financial expert" and that each member of the Audit Committee is financially literate.

DIRECTOR INDEPENDENCE

         The Board reviews the independence of each director when he/she is elected to the board and monitors such on a continual basis. The Board considers the transactions and relationships between each member and the Company in determining independence. The Board judges independence based on the definition of Director Independence as defined by the Financial Industry Regulatory Authority (“FINRA”) Rule 4200(a)(15). Based upon that review, the Board affirmatively determined that Mr. Barbieri, Dr. Cano, Dr. Sirgo and Dr. Emerson are considered "independent" with respect to FINRA'S definition of such.

BOARD LEADERSHIP STRUCTURE

The Board does not have a lead independent director and does not believe one is necessary. We believe our leadership structure is appropriate for the size and scope of operations of a company of our size.

RISK OVERSIGHT

The Board is responsible for oversight of risks facing the Company, while our management is responsible for the day-to-day management of risk.  The Board, as a whole, oversees our strategic and business risk, including financial reporting related risk and works with the Chief Executive Officer and Chief Financial Officer to assess and manage risks facing the Company.

REPORT OF THE AUDIT COMMITTEE

The information in this Report of the Audit Committee is not deemed "soliciting material" or to be "filed" with the Securities and Exchange Commission.

         The Audit Committee oversees the Company's financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited consolidated financial statements in the Annual Report with management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the consolidated financial statements.

         The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited consolidated financial statements with accounting principles generally accepted in the United States of America, their judgments as to the quality, not just the acceptability, of the Company's accounting principles and such other matters as are required to be discussed with the Audit Committee. The Audit Committee has discussed with the independent auditors the auditors' independence from management and the Company including the matters in the written disclosures required by the Independence Standards Board and considered the compatibility of non-audit services with the auditors' independence.

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         The Audit Committee discussed with the Company's independent auditors the overall scope and plans for their audit. The Audit Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, their understanding of the Company's internal controls, and the overall quality of the Company's financial reporting.

         In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended May 31, 20182019 for filing with the Securities and Exchange Commission. The Audit Committee and the Board have also recommended the selection of the Company's independent auditors, PKF, LLP.

/s/ Dr. Mark Sirgo                                         /s/ Allen Barbieri                                   /s/ Dr. Jane Emerson

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EXECUTIVE COMPENSATION OF NAMED EXECUTIVE OFFICERS

     We carefully evaluate an executive’s performance during the year against established goals, operational performance, business responsibilities, and career with the Company, current compensation arrangements and long-term potential to enhance stockholder value in order to determine compensation.

     The following table sets forth the total compensation earned by the Company’s Chief Executive Officer, President and Chief Financial Officer, Treasurer and Secretary (the “Named Executive Officers”) for the fiscal years ended May 31, 20182019 and 2017.2018.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

(1) In fiscal 20182019 and 2017,2018, there were no Management Incentive Bonuses and the officers received no raises or stock. Mr. Irani received a 150,000 share stock option grant in fiscal 2019.  The option was granted at the exercise price of $2.25 per share (market value on the date of grant) and was valued at $192,300 using the Black-Scholes options-pricing model (which uses assumptions for expected volatility, expected dividends, expected forfeiture rate, expected term and the risk-free interest rate). Mr. Irani received a 75,000 share stock option grant in fiscal 2018.  The option was granted at the exercise price of $3.90 per share (market value on the date of grant) and was valued at $158,475 using the Black-Scholes options-pricing model (which uses assumptions for expected volatility, expected dividends, expected forfeiture rate, expected term and the risk-free interest rate). During fiscal 2017 Mr. Irani did not receive a stock option grant.

(2)  Mr. Capitanio retired April 5, 2019.  In fiscal 20182019 and 2017,2018, there were no Management Incentive Bonuses and the officers received no raises or stock. Included in salary for fiscal 2018 is cash payment for accrued vacation of $2,580. Mr. Capitanio did not receive a stock option grant in fiscal 2019.  Mr. Capitanio received a 35,000 share stock option grant in fiscal 2018. The option was granted at the exercise price of $3.90 per share (market value on the date of grant) and was valued at $73,955 using the Black-Scholes options-pricing model (which uses assumptions for expected volatility, expected dividends, expected forfeiture rate, expected term and the risk-free interest rate). During fiscal 2017 Mr. Capitanio did not receive a stock option grant.

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(3)  In fiscal 20172019 and 2016,2018, there were no Management Incentive Bonuses and the officers received no raises or stock. IncludedMs. Moore received a 35,000 share stock option grant in salaryfiscal 2019. The option was granted at the exercise price of $2.25 per share (market value on the date of grant) and was valued at $44,870 using the Black-Scholes options-pricing model (which uses assumptions for fiscal 2018 is cash payment for accrued vacation of $11,800.expected volatility, expected dividends, expected forfeiture rate, expected term and the risk-free interest rate. Ms. Moore received a 25,000 share stock option grant in fiscal 2018. The option was granted at the exercise price of $3.90 per share (market value on the date of grant) and was valued at $52,825 using the Black-Scholes options-pricing model (which uses assumptions for expected volatility, expected dividends, expected forfeiture rate, expected term and the risk-free interest rate). DuringIncluded in salary for fiscal 2017 Ms. Moore did not receive a stock option grant.2018 is cash payment for accrued vacation of $11,800.

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(4)  For additional information as to the assumptions made in valuation, see Note 2 to the Company’s audited financial statements filed with the SEC in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2018.2019. 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END