Every 8-K that Biomerica Inc (BMRA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BMRA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BMRA filings page.
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.
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. 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.