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Biomerica (BMRA) sells 6% Diagnosis S.A. stake to CEO-affiliated buyers

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Diagnosis S.A. shares sold 78,750 shares Represents approximately 6% of Diagnosis’s issued and outstanding shares
Purchase price $500,000 Aggregate consideration for Diagnosis S.A. shares
Ownership percentage 6% Portion of Diagnosis S.A. outstanding shares represented by Biomerica’s stake
Interest rate on note 8% per annum Stated interest rate on secured promissory term note
Note maturity 12 months Maturity from May 29, 2026 effective date
Interest retained after transfer 60 days of interest Interest on $500,000 at 8% that will not be forgiven
Securities Purchase Agreement financial
"Biomerica entered into a Securities Purchase Agreement with the buyers"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement"
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
secured promissory term note financial
"the Purchase Price in exchange for a secured promissory term note"
continuing lien and security interest financial
"the Company granted to the Buyers a continuing lien and security interest"
forward-looking statements regulatory
"includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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Understanding 8-K Material Events →
false 0000073290 0000073290 2026-05-29 2026-05-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 29, 2026

 

BIOMERICA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37863   95-2645573

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

17571 Von Karman Avenue, Irvine, California   92614
(Address of Principal Executive Offices)   (Zip Code)

 

(949) 645-2111

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.08 per share   BMRA   Nasdaq Stock Market, LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On May 29, 2026 (the “Effective Date”), Biomerica, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of the persons listed on Exhibit A thereto (the “Buyers”), whereby the Company agreed to sell to the Buyers 78,750 shares owned by the Company (the “Shares”) of Diagnosis S.A., a medical products producer and distributor headquartered in Białystok, Poland (“Diagnosis”), which represents approximately 6% of the issued and outstanding shares of Diagnosis. Pursuant to the Purchase Agreement, the Company agreed to sell, and the Buyers agreed to buy, the Shares for an aggregate purchase price of $500,000 (the “Purchase Price”). The Buyers are affiliated with Zackary Irani, the Company’s Chief Executive Officer.

 

Pending the transfer of the Shares to the Buyers pursuant to the Purchase Agreement (the “Transfer”), the Buyers delivered the Purchase Price in exchange for a secured promissory term note (the “Note”) in the principal amount of $500,000. The Note bears interest at a rate of 8% per annum (the “Stated Interest Rate”) and matures 12 months from the Effective Date (the “Maturity Date”). Pursuant to the Note, the Company granted to the Buyers a continuing lien and security interest in all of the Company’s right, title and interest in, to and under the Shares. The aggregate principal amount of the Note together with all accrued and unpaid interest thereon, will be due and payable on the Maturity Date. Upon the completion of Transfer, the aggregate principal amount of the Note together with all accrued and unpaid interest thereon, in excess of an amount equal to 60 days of interest accrued on the Purchase Price at the Stated Interest Rate, will be forgiven in full.

 

The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Buyers, customary conditions to closing, including, without limitation, all regulatory approvals for the Transfer required under Polish law, which conditions are expected to be satisfied within thirty days after the Effective Date, and other obligations of the parties. The representations, warranties and agreements contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

 

The foregoing descriptions of the Purchase Agreement and the Note are not complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the form of Note included as Exhibit B thereto, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.

 

Forward-Looking Statements.

 

This Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Form 8-K other than statements of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Company’s intended use of the net proceeds from the Offering, and the closing of the Offering. When used herein, words including “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon the Company’s current expectations and various assumptions. The Company believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. The Company may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation, the risks and uncertainties associated with market conditions, the satisfaction of customary closing conditions relating to the Transfer, and the other important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025, as such factors may be updated from time to time in its other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report on Form 8-K. Any such forward-looking statements represent management’s estimates as of the date of this Current Report on Form 8-K. While the Company may elect to update such forward-looking statements at some point in the future, except as required by law, it disclaims any obligation to do so, even if subsequent events cause the Company’s views to change. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   Description
     
10.1   Securities Purchase Agreement, dated May 29, 2026, between the Company and the Buyers
     
104   Cover Page Interactive Data File (embedded within the XBRL document)

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BIOMERICA, INC.
     
Date: June 4, 2026 By: /s/ Zackary S. Irani
    Zackary S. Irani
    Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Biomerica (BMRA) disclose in this 8-K filing?

Biomerica disclosed an agreement to sell 78,750 shares of Diagnosis S.A. for $500,000 to buyers affiliated with its CEO. The deal is documented in a Securities Purchase Agreement effective May 29, 2026 and treated as a material definitive agreement.

How large is Biomerica’s Diagnosis S.A. stake being sold in this deal?

Biomerica agreed to sell 78,750 Diagnosis S.A. shares, which the filing states is approximately 6% of Diagnosis’s issued and outstanding shares. This represents Biomerica’s ownership position in the Polish medical products company being transferred to the CEO-affiliated buyers.

What are the key terms of the note used in Biomerica’s BMRA transaction?

The buyers funded the $500,000 purchase price via a secured promissory term note with an 8% annual interest rate. The note has a 12‑month maturity from May 29, 2026, and is secured by Biomerica’s rights in the Diagnosis S.A. shares.

What happens to the secured note after the Diagnosis share transfer closes?

After completion of the share transfer, the note’s principal and accrued interest above an amount equal to 60 days of interest on the $500,000 purchase price at 8% will be forgiven. Biomerica effectively retains the purchase price plus roughly two months of interest.

Are there closing conditions for Biomerica’s sale of Diagnosis S.A. shares?

Yes. The Securities Purchase Agreement includes customary conditions, including obtaining all regulatory approvals required under Polish law for the transfer. The filing states these conditions are expected to be satisfied within 30 days after the May 29, 2026 effective date.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents