Biomerica: B. Riley unit buys 460K shares at $1.60
A B. Riley-affiliated entity discloses a new indirect holding of 460,080 BMRA shares from an August 2026 private placement.
Rhea-AI Filing Summary
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.
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Insights
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Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
BRC Group Holdings, Inc., B. RILEY Principal Capital, LLC, RILEY BRYANT R
Role
10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Stock, $0.08 par value per share F1, F2 | -- | -- | -- |
Holdings After Transaction:
Common Stock, $0.08 par value per share — 460,080 shares (Indirect, See footnotes 1 and 2)
Footnotes (2)
- F1. On August 25, 2026, B. Riley Principal Capital, LLC, a subsidiary of BRC Group Holdings, Inc. a Delaware corporation ("BRC") acquired 460,080 shares of the Issuer's common stock at a purchase price of $1.60 per share in private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement dated August 20, 2026, by and among certain institutional and individual investors identified on the signature pages thereto.
- F2. This Form 3 is being filed jointly by BRC, B. Riley Principal Capital, LLC, a Delaware limited liability company ("BRPC") and Bryant R. Riley. BRC is the majority holder of B. Riley Securities Holdings, Inc. which is the parent company of BRPC. As a result, BRC may be deemed to indirectly beneficially own the shares held by BRPC. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRC. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the shares of Common Stock directly held by BRPC. Each of BRC, BRPC and Bryant R. Riley disclaims beneficial ownership of the outstanding shares of Common Stock reported herein, except to the extent of its/his respective pecuniary interest therein.
Key Figures
Shares acquired: 460,080 shares
Purchase price per share: $1.60 per share
Par value of common stock: $0.08 per share
3 metrics
Shares acquired
460,080 shares
Common stock acquired on August 25, 2026 by B. Riley Principal Capital, LLC
Purchase price per share
$1.60 per share
Private placement of Biomerica common stock on August 25, 2026
Par value of common stock
$0.08 per share
Par value of Biomerica common stock reported in the Form 3
Key Terms
Form 3, beneficially own, pecuniary interest, private placement, +1 more
5 terms
Form 3 regulatory
"This Form 3 is being filed jointly by BRC, B. Riley Principal Capital, LLC"
Form 3 is the initial public filing that officers, directors and large shareholders must submit to report their ownership of a company’s securities when they become insiders. It acts like an opening inventory sheet that gives investors a starting point to see who holds significant stakes and to spot later trades or potential conflicts of interest, helping assess insider confidence and transparency.
beneficially own financial
"As a result, BRC may be deemed to indirectly beneficially own the shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"disclaims beneficial ownership of the outstanding shares of Common Stock reported herein, except to the extent of its/his respective pecuniary interest"
private placement financial
"acquired 460,080 shares of the Issuer's common stock at a purchase price of $1.60 per share in private placement by the Issuer"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Securities Purchase Agreement regulatory
"pursuant to the terms of a Securities Purchase Agreement dated August 20, 2026"
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.
FAQ
What insider position is disclosed in the BMRA Form 3 filing?
The filing shows B. Riley Principal Capital, LLC, affiliated with BRC Group Holdings, Inc., holding 460,080 shares of Biomerica common stock indirectly, acquired in an August 25, 2026 private placement at $1.60 per share.
Who are the reporting persons in the BMRA Form 3 and what is their role?
The reporting persons are BRC Group Holdings, Inc., B. Riley Principal Capital, LLC, and Bryant R. Riley, each identified as a ten percent owner with respect to Biomerica common stock reported in the filing.
Was the BMRA insider acquisition made under a Rule 10b5-1 trading plan?
The Form 3 and its footnotes do not state that the transaction was made under a Rule 10b5-1 or similar pre-arranged trading plan; no such plan is reported for this acquisition.
AI-generated analysis. How Rhea-AI works. Not financial advice.
