Biomerica SEC filings document governance, stockholder voting and capital-plan matters for the medical diagnostics company. Annual proxy materials and Form 8-K reports cover director elections, board size and committee composition, independent director appointments, advisory votes on executive compensation, auditor ratification and amendments to the company’s stock incentive plan.
The filings also record common-stock voting mechanics, annual meeting results and Nasdaq-related independence determinations, providing formal disclosure around Biomerica’s board oversight, executive compensation framework and equity incentive authorization.
Biomerica, Inc. asks stockholders to vote at its December 11, 2026 annual meeting on five director nominees, an advisory executive-compensation resolution, ratification of Haskell & White LLP for fiscal 2027, an adjournment, and an amendment to its 2024 Stock Incentive Plan. If approved, the amendment would add 150,000 shares, raising plan authorization from 400,000 to 550,000; 83,742 shares remained available as of October 15, 2026. The company had 4,598,968 common shares outstanding and entitled to vote on that date.
Biomerica’s August 2026 private placement closed on August 26, with 1,393,705 shares sold at $1.60 each for approximately $2.23 million in gross proceeds. Separately, the company agreed to sell its 78,750-share investment in Diagnosis S.A. for $500,000. Purchasers advanced the price pending the share transfer, and Biomerica issued CEO Zackary S. Irani a secured $500,000 note bearing 8% interest and maturing May 29, 2027; the transfer remained incomplete as of October 16, 2026. FY2026 total compensation was $285,450 for Irani, $165,400 for Allen Barbieri, and $386,654 for former CFO Gary Lu.
Biomerica, Inc. (BMRA) reported $1.265 million in net sales for the quarter ended August 31, 2026, down 8% from $1.380 million a year earlier. Net loss was $1.232 million, versus $2,000 net income; the prior-year quarter included a $1.1 million Employee Retention Credit benefit in other income. Gross profit was $103,000, compared with $424,000.
Biomerica ended August 31 with $2.733 million in cash and used $802,000 in operating activities. Its August 26 private placement issued 1,393,705 shares at $1.60 per share for approximately $2.231 million in gross proceeds and $2.120 million in net proceeds. Management said existing cash was insufficient to fund operations and meet obligations for the next 12 months, and disclosed substantial doubt about the company’s ability to continue as a going concern during that period.
A replacement shelf registration with an aggregate offering price of up to $250 million became effective October 7, 2026; it is not committed financing and is subject to Form S-3 limitations and market conditions. A separate resale registration covers 1,403,705 shares, and Biomerica will not receive proceeds from selling-stockholder resales.
Biomerica, Inc. said board member David Moatazedi informed the Board on October 12, 2026, that he will not stand for re-election at the company’s 2026 Annual Meeting of Stockholders, scheduled for December 11, 2026. He has served on the Board since December 2022. Moatazedi serves on the Nominating and Corporate Governance Committee and the Audit Committee, and chairs the Compensation Committee. Biomerica said his decision was not the result of a dispute or disagreement with the company or the Board.
Biomerica (BMRA) amended and restated Part III disclosures covering governance, executive compensation, ownership, related-party transactions and auditor fees in its fiscal 2026 annual report. The company lists five directors and identifies David Moatazedi, Eric Bing Chin and Gary Huff as independent. Xiaoxuan (“Jenny”) Qu is identified as principal financial officer and principal accounting officer; Gary Lu’s resignation as chief financial officer took effect April 14, 2026.
Biomerica’s private placement closed August 26, 2026, with 1,393,705 shares sold at $1.60 per share for approximately $2.23 million in gross proceeds. Its CEO and directors purchased 98,750 shares for $158,000 in aggregate. Separately, the company agreed to sell its 78,750-share investment in Diagnosis S.A. for $500,000. As of September 28, 2026, the share transfer was incomplete and a secured $500,000 note to CEO Zackary S. Irani remained outstanding; it bears 8% annual interest and matures May 29, 2027.
Biomerica, Inc. filed a shelf registration statement for up to $250,000,000 in aggregate offering price of common stock, preferred stock, debt securities and warrants, to be offered from time to time. Sales may begin only after the registration statement becomes effective; each offering’s supplement will state its amount, price and terms. While the aggregate market value of common stock held by non-affiliates is below $75,000,000, sales under General Instruction I.B.6 are limited to one-third of that value in any 12-month period. Biomerica reports approximately $716,105 in sales under that provision during the 12 calendar months prior to, and including, the prospectus date. The incorporated audit report expressed substantial doubt about the company’s ability to continue as a going concern.
BIOMERICA INC. is registering up to 1,403,705 shares of common stock for resale by selling stockholders after the registration statement becomes effective. Biomerica will receive no proceeds from their resales. The registered shares include 1,393,705 shares issued in a private placement on August 20, 2026, and 10,000 shares issued to Jeb B. Terry, Sr. as consulting compensation. Biomerica will bear registration costs, while selling stockholders bear their selling expenses. The last reported sale price was $2.60 per share on September 23, 2026.
The incorporated audit report includes an explanatory paragraph expressing substantial doubt about Biomerica’s ability to continue as a going concern.
BIOMERICA INC (BMRA) reports that B. Riley Principal Capital, LLC, a subsidiary of BRC Group Holdings, Inc., holds 460,080 shares of common stock indirectly following an acquisition on August 25, 2026. The shares were purchased at $1.60 per share in a private placement under a Securities Purchase Agreement dated August 20, 2026.
BRC Group Holdings, Inc. may be deemed to indirectly beneficially own the shares held by B. Riley Principal Capital, LLC, and Bryant R. Riley, as Co-Chief Executive Officer and Chairman of BRC, may be deemed to indirectly beneficially own those shares. Each reporting person disclaims beneficial ownership except to the extent of its or his pecuniary interest. No Rule 10b5-1 trading plan is reported.
BIOMERICA INC (BMRA) filed an initial insider ownership report for Qu Xiaoxuan, who serves as Principal Financial Officer and Principal Accounting Officer. The filing lists existing stock option awards covering 4,300 shares at $2.13, 4,188 shares at $2.64, 1,875 shares at $7.28, and 1,000 shares at $9.44, all for common stock. These options vest in four equal annual installments beginning on dates from August 21, 2024 through April 10, 2027, subject to continued service, and any vested options expire 90 days after the officer’s termination, with final expiration dates between August 21, 2033 and April 10, 2036.