Biomerica Inc SEC Filings

Biomerica, Inc. reported weaker results for the quarter and six months ended November 30, 2025, with lower sales and ongoing losses while flagging substantial doubt about its ability to continue as a going concern. Net sales fell to $1.21M from $1.64M for the quarter and to $2.59M from $3.44M for the six-month period, driven by declines in clinical lab, over‑the‑counter, and contract manufacturing revenue, particularly in the Middle East. Gross profit shrank sharply, and the company posted a quarterly net loss of $1.32M and a six‑month net loss of $1.32M, though this was narrower than the prior year due to a one‑time $1.1M Employee Retention Credit. Cash and cash equivalents were $2.54M and working capital was $3.59M as of November 30, 2025, aided by $1.40M of net proceeds from an at‑the‑market equity program, but management still expects current cash to be insufficient for the next 12 months and is pursuing cost cuts, additional financing, and strategic alternatives.

Biomerica, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on December 12, 2025. Of 2,947,966 common shares outstanding and entitled to vote as of October 15, 2025, 1,554,917 were represented in person or by proxy, establishing a quorum. Stockholders elected all five director nominees and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. They also ratified the selection of Haskell & White LLP as independent registered public accounting firm for the fiscal year ending May 31, 2026.

Stockholders approved an amendment to the 2024 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan by 200,000. They further approved an amendment to the Amended and Restated Certificate of Incorporation to increase authorized common stock from 25,000,000 to 300,000,000, giving the board greater flexibility to issue equity in the future. Stockholders also approved a proposal permitting adjournment of the Annual Meeting, if necessary or appropriate, including to establish a quorum.

Biomerica, Inc. (BMRA) filed its definitive proxy for the 2025 Annual Meeting set for December 12, 2025 at 10:00 a.m. PT, to be held virtually and at the company’s Irvine office. Stockholders will vote to elect five directors, approve a non-binding say-on-pay, ratify Haskell & White LLP as auditor, amend the 2024 Stock Incentive Plan to add 200,000 shares (bringing the plan total to 400,000 shares), authorize the Board to increase authorized common shares from 25,000,000 to 300,000,000, and approve a potential adjournment.

As of the record date October 15, 2025, shares outstanding were 2,947,966. The proxy outlines voting standards, broker discretion on routine items, and committee leadership, with the Audit Committee chaired by Eric Bing Chin. The compensation discussion highlights an equity‑heavy approach and recent restricted stock grants to executives. Auditor fees totaled $192,687 for fiscal 2025. The Board recommends voting “FOR” all proposals, including the share authorization and equity plan increase.

Biomerica (BMRA) reported Q1 FY2026 results showing lower sales but a break-even bottom line aided by a one-time credit. Net sales were $1.38 million, down from $1.81 million a year ago, as retail activity softened, international OTC demand eased, and contract manufacturing declined. Mix improvements and prior cost reductions lifted gross profit to $424,000 from $289,000, reducing the operating loss to $1.12 million from $1.37 million.

Other income surged to $1.12 million, primarily from a $1.10 million Employee Retention Credit, resulting in net income of $2,000 versus a $1.32 million loss last year. Cash rose to $3.05 million and working capital to $4.21 million, helped by an ATM sale of 258,569 shares for $939,000 gross and $912,000 net.

Management disclosed substantial doubt about the company’s ability to continue as a going concern, citing the need for additional financing and execution on growth and cost plans. One customer represented 48% of quarterly net sales, highlighting concentration risk. The company continues to promote inFoods IBS and hp+detect while pursuing partnerships and reimbursement pathways.

Biomerica, Inc. presents proxy materials for its annual meeting available online at www.virtualshareholdermeeting.com/BMRA2025 and in person in Irvine, California. The board consists of 5 directors. Insiders — executive officers and directors as a group (six persons) — hold 475,103 shares, representing 16.2% of common stock. The filing discloses director and named executive officer compensation: the chief executive’s reported total in the Summary Compensation Table was $360,103 for 2024, and director fees including committee stipends (Audit $15,000, Compensation $7,500) are detailed. Option grants, historic grant dates, exercise prices and expiration dates are listed for named executives. A Policy on Insider Trading (filed as Exhibit 19.1) prohibits short sales, margin accounts, pledging and hedging by insiders. The filing also amends a plan section and is signed by the CEO on October 9, 2025.

Biomerica, Inc. reported board changes, appointing healthcare executive Gary Huff as an independent director effective October 7, 2025, temporarily increasing the Board size from five to six members. He was also named to the Audit, Compensation, and Nominating and Corporate Governance Committees and will stand for election at the 2025 Annual Meeting of Stockholders set for December 12, 2025.

Huff brings over 35 years of laboratory and healthcare industry experience, including prior CEO roles at LabCorp Diagnostics and Baylor Genetics, and will receive an annualized cash fee of $45,000, paid quarterly, with no equity-based compensation tied to his appointment. The company also disclosed that long-serving director Dr. Jane Emerson will not stand for re-election at the 2025 Annual Meeting, and the Board has approved reducing its size back to five members effective as of that meeting.

Biomerica, Inc. (BMRA) filed an amendment to its annual report (Form 10-K/A) that discloses corporate governance, executive compensation and equity ownership details. The filing states a 1-for-8 reverse stock split became effective on April 21, 2025, and reports 2,869,900 shares outstanding as of September 26, 2025, producing an implied market value of approximately $6.4 million based on a $3.12 closing price. The document lists the board and executive officers, shows 2024 and 2025 cash and equity compensation for named executives, and details option grants and exercisable options for each named person, with executives and directors as a group beneficially owning 16.2% of the company on a post-split basis.

Biomerica, Inc. (BMRA) reported a net loss of $4,973,000 for fiscal 2025 compared with a $5,978,000 loss in fiscal 2024, showing an improvement in operating results. The company had cash and cash equivalents of approximately $2,399,000 and working capital of about $3,135,000 at May 31, 2025, versus $4,170,000 cash and $5,527,000 working capital a year earlier, indicating reduced liquidity. During the year the company completed ATM sales of 440,687 shares for gross proceeds of ~$2,143,000 and net proceeds of ~$2,015,000. Revenue mix included over-the-counter sales of $1,049,000 and contract manufacturing of $1,070,000, with two distributors accounting for 41% of net sales in 2025. The company’s common stock trades on the Nasdaq Capital Market under the symbol BMRA and a 1-for-8 reverse split became effective April 21, 2025.