Welcome to our dedicated page for BIOMERICA SEC filings (Ticker: BMRA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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 (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.
Biomerica, Inc. (BMRA) reports that fiscal 2026 was marked by commercialization of its inFoods® IBS and hp+detect™ diagnostics but also by financial strain and declining sales. Net sales were $4.45 million for the year ended May 31, 2026, down about 16% from 2025, driven partly by distributor ordering patterns and shipment timing. One distributor represented 31% of net sales, and a small group of distributors represented most receivables, underscoring customer concentration risk.
The company invests in diagnostic-guided therapy via the inFoods® IBS product, which uses a blood test to identify symptom‑triggering foods; a clinical study was published in Gastroenterology and CMS set a $300 Medicare payment rate effective January 1, 2026. Biomerica also launched hp+detect™ for H. pylori, received FDA 510(k) clearance and its first commercial order from a large European lab chain.
Despite these advances, Biomerica has a history of losses and negative operating cash flows. Management states that existing cash is insufficient to fund operations for the next 12 months, and the auditor included a going‑concern explanatory paragraph. The company raised about $1.83 million via its ATM program, reduced R&D spending, and continues cost controls while facing significant regulatory, international, reimbursement and competitive risks.
Biomerica Inc (BMRA) has a new significant shareholder group led by BRC Group Holdings, Inc., B. Riley Principal Capital, LLC (BRPC) and Bryant R. Riley, which collectively report beneficial ownership of approximately 10.03% of Biomerica’s common stock. BRPC acquired 460,080 Purchased Shares for an aggregate price of $736,128 using its working capital and now beneficially owns, together with its affiliates, 480,060 shares based on 4,588,968 shares outstanding as of August 20, 2026. The investment is for general investment purposes, but the group states it may buy or sell additional shares, engage with management and the board, propose operational, governance or capital structure changes, or potentially pursue a controlling interest. BRPC is entitled to appoint a representative to Biomerica’s board. In addition, Biomerica granted BRPC registration rights for the Purchased Shares and engaged B. Riley Securities, Inc., an affiliate of the investors, as exclusive financial advisor for potential strategic transactions under a 24‑month engagement.
BIOMERICA INC (BMRA) director Gary M. Huff reported purchasing additional common stock. On August 20, 2026, he acquired 31,250 shares of common stock at $1.60 per share, in a private placement by Biomerica pursuant to a Securities Purchase Agreement dated August 20, 2026. Following this transaction, he directly holds 51,250 shares of Biomerica common stock.
BIOMERICA INC (BMRA) director David Moatazedi reported purchasing common stock in a company financing. On August 26, 2026, he acquired 10,000 shares of Biomerica common stock at $1.60 per share in a private placement by Biomerica under a Securities Purchase Agreement dated August 20, 2026. Following this transaction, he directly holds 40,625 shares of Biomerica common stock.
BIOMERICA INC (BMRA) director Eric Chin reported buying common stock in a company financing. On August 26, 2026, he purchased 6,250 shares of Biomerica common stock at $1.60 per share in a private placement by Biomerica under a Securities Purchase Agreement dated August 20, 2026. Following this transaction, he directly holds 38,750 shares of Biomerica common stock.
BIOMERICA INC (BMRA) director and Executive Vice Chairman Allen Barbieri reported a purchase of 20,000 shares of common stock on August 26, 2026. The shares were acquired at $1.60 per share in a private placement by Biomerica under a Securities Purchase Agreement dated August 20, 2026. Following this transaction, Barbieri directly holds 73,542 common shares.
BIOMERICA INC (BMRA) reported an insider share purchase by Chief Executive Officer and director Zackary S. Irani. On August 26, 2026, he purchased 31,250 shares of Biomerica common stock at $1.60 per share in a private placement conducted by Biomerica.
The transaction was made pursuant to a Securities Purchase Agreement dated August 20, 2026 involving certain institutional and individual investors, including B. Riley Principal Capital, LLC and certain members of Biomerica’s board and executive officers. Following this transaction, Irani directly holds 242,570 common shares.
Biomerica, Inc. (BMRA) entered into a private placement on August 20, 2026, agreeing to issue 1,393,705 shares of common stock at $1.60 per share, for aggregate gross proceeds of approximately $2.23 million. The closing occurred on August 26, 2026.
The investors include institutional and individual purchasers such as B. Riley Principal Capital, LLC and certain Biomerica directors and executive officers. For so long as the B. Riley purchasers collectively hold at least 10% of the voting power of Biomerica’s outstanding common stock, B. Riley Principal Capital, LLC may designate one representative for election or appointment to the Board, subject to Nasdaq rules. Directors and certain executive officers must enter 180‑day lock-up agreements.
Biomerica also entered into a Registration Rights Agreement, committing to file a resale registration statement within 30 days of closing and to seek effectiveness within 30 days (or 60 days if subject to full SEC review), with liquidated damages of 1.0% of a purchaser’s subscription amount for certain registration failures, capped at 5.0%.
Biomerica, Inc. entered a material definitive agreement to sell 78,750 shares of Diagnosis S.A., representing about 6% of Diagnosis’s outstanding shares, to buyers affiliated with its Chief Executive Officer, Zackary Irani, for an aggregate purchase price of $500,000.
The buyers delivered the purchase price under a secured promissory term note bearing 8% annual interest and maturing 12 months from May 29, 2026. Biomerica granted a security interest in the Diagnosis shares. Once the share transfer closes, all principal and accrued interest above 60 days of interest on the purchase price at the stated rate will be forgiven, effectively leaving Biomerica with cash equal to the purchase price plus about two months of interest.