B. Riley joins Biomerica (BMRA) as key investor and deal advisor

Rhea-AI Filing Summary

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.

Key Figures

Purchased Shares: 460,080 shares of Common Stock Aggregate Purchase Price: $736,128 Beneficially Owned Shares: 480,060 shares of Common Stock +3 more

6 metrics

Purchased Shares 460,080 shares of Common Stock Aggregate purchase by B. Riley Principal Capital, LLC

Aggregate Purchase Price $736,128 Total paid for 460,080 Purchased Shares of Biomerica common stock

Beneficially Owned Shares 480,060 shares of Common Stock Shares beneficially owned by the reporting group

Ownership Percentage 10.03% Portion of Biomerica common stock beneficially owned by the reporting persons

Shares Outstanding 4,588,968 shares of Common Stock Biomerica shares outstanding as of August 20, 2026, as provided by the issuer

Engagement Letter Term 24 months Initial term of B. Riley Securities’ exclusive financial advisory engagement

Key Terms

Schedule 13D, beneficially own, registration rights agreement, securities purchase agreement, +1 more

5 terms

Schedule 13D regulatory

"This is being filed by the following persons (each, a "Reporting Person")"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own financial

"BRC may be deemed to indirectly beneficially own 480,060 shares of Common Stock"

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.

registration rights agreement regulatory

"BRPC entered into a registration rights agreement with the Issuer whereby the Issuer has agreed"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

securities purchase agreement financial

"The description of the securities purchase agreement is qualified in its entirety by reference"

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.

Engagement Letter financial

"the Issuer entered into an engagement letter (the "Engagement Letter") with B. Riley Securities"

FAQ

What stake did the BRC/B. Riley group disclose in Biomerica Inc (BMRA)?

The reporting group led by BRC Group Holdings, B. Riley Principal Capital (BRPC) and Bryant R. Riley reported beneficial ownership of approximately 10.03% of Biomerica’s common stock, based on 4,588,968 shares outstanding as of August 20, 2026.

How many Biomerica (BMRA) shares did BRPC purchase and at what price?

B. Riley Principal Capital, LLC acquired 460,080 Biomerica common shares for an aggregate purchase price of $736,128, which implies a per‑share price of $1.60. The filing describes these as the Purchased Shares, funded from BRPC’s working capital.

What board rights did the new Biomerica (BMRA) investor obtain?

In connection with acquiring the Purchased Shares, BRPC is entitled to appoint a representative to Biomerica’s Board of Directors, giving the investor group a formal governance presence in addition to its roughly 10.03% ownership stake.

What registration rights were granted related to Biomerica (BMRA) shares?

BRPC entered into a registration rights agreement with Biomerica under which the company agreed to register the Purchased Shares. This can facilitate future resales of those shares by the investor group, subject to the terms of that agreement.

What advisory role will B. Riley Securities have with Biomerica (BMRA)?

Simultaneous with the share purchase, Biomerica signed an Engagement Letter with B. Riley Securities, Inc., an affiliate of the investors. B. Riley Securities will serve as Biomerica’s exclusive financial advisor on certain potential strategic transactions for an initial term of 24 months.

What flexibility does the BRC/B. Riley group indicate for its Biomerica (BMRA) investment?

The group states the shares were acquired for investment purposes in the ordinary course of business and that it may purchase more shares, sell shares, engage with management and the board, propose changes, or potentially pursue a transaction leading to a controlling interest in Biomerica.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/28/2026 - 05:21 PM Accepted by SEC EDGAR 08/28/2026 - 05:20 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BIOMERICA INC

(Name of Issuer)

Common Stock, par value $0.08 per share

(Title of Class of Securities)

09061H307

(CUSIP Number)

Bryant R. Riley
BRC Group Holdings, Inc.,, 11100 Santa Monica Boulevard, Suite 800
Los Angeles, CA, 90025
(818) 884-3737

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/25/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 09061H307

1

Name of reporting person

BRC Group Holdings, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 460,080.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 460,080.00

11

Aggregate amount beneficially owned by each reporting person

460,080.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.03 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

Percent of class is calculated based on 4,588,968 shares of common stock, par value $0.08 (the "Common Stock"), of Biomerica, Inc. (the "Issuer") outstanding as of August 20, 2026, as provided by the Issuer.

SCHEDULE 13D

CUSIP Number(s): 09061H307

1

Name of reporting person

B. Riley Principal Capital, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 460,080.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 460,080.00

11

Aggregate amount beneficially owned by each reporting person

460,080.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.03 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Percent of class is calculated based on 4,588,968 shares of common stock, par value $0.08 (the "Common Stock"), of the Issuer, outstanding as of August 20, 2026, as provided by the Issuer.

SCHEDULE 13D

CUSIP Number(s): 09061H307

1

Name of reporting person

Bryant R. Riley

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 460,080.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 460,080.00

11

Aggregate amount beneficially owned by each reporting person

460,080.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.03 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Percent of class is calculated based on 4,588,968 shares of common stock, par value $0.08 (the "Common Stock"), of the Issuer, outstanding as of August 20, 2026, as provided by the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.08 per share
(b)	Name of Issuer: BIOMERICA INC
(c)	Address of Issuer's Principal Executive Offices: 17571 Von Karman Avenue, Irvine, CALIFORNIA , 92614.
Item 2.	Identity and Background
(a)	(a) This Schedule 13D is being filed by the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons"): (1) BRC Group Holdings, Inc., a Delaware corporation ("BRC"); (2) B. Riley Principal Capital, LLC, a Delaware limited liability company ("BRPC"); and (3) Bryant R. Riley, an individual ("Riley").
(b)	11100 Santa Monica Blvd. Suite 800, Los Angeles, CA 90025.
(c)	The principal business of BRC is serving as a holding company. The principal business of BRPC is making investments. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRC.
(d)	During the last five years, none of the Reporting Persons nor any person listed on Schedule A have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons nor any person listed on Schedule A have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	BRC is a Delaware corporation. BRPC is a Delaware limited liability company. Riley is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	The aggregate purchase price of the 460,080 shares of Common Stock was $736,128 (the "Purchased Shares"). The source of funds for acquiring the Purchased Shares that are directly owned by BRPC was working capital of BRPC.
Item 4.	Purpose of Transaction
	(a) - (j) The Purchased Shares were acquired by the Reporting Persons for investment purposes, and such purchases were made in the ordinary course of business of the Reporting Persons. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes in the Issuer's operations, business strategy or prospects; or (3) from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the management or Board of Directors of the Issuer (the "Board"), other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the Common Stock; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer's operations, governance or capitalization; (4) pursuing a transaction that would result in the Reporting Persons' acquisition of all or a controlling interest in the Issuer; or (5) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D. In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing. Other than the discussion above, the Reporting Persons do not have any other present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) or Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. Private Placement - Board Representative In connection with the acquisition of Purchased Shares by BRPC, BRPC is entitled to appoint a representative to the Issuer's Board of Directors. Registration Rights Agreement BRPC entered into a registration rights agreement with the Issuer whereby the Issuer has agreed to register the Purchased Shares. Engagement Letter Simultaneous with the closing of the transaction, the Issuer entered into an engagement letter (the "Engagement Letter") with B. Riley Securities, Inc., an affiliate of BRC and BRPC ("BRS"). BRS will serve as the Issuer's exclusive financial advisor in connection with the evaluation and potential pursuit of certain strategic transactions. The Engagement Letter has an initial term of 24 months.
Item 5.	Interest in Securities of the Issuer
(a)	(1) As of the date hereof, BRC may be deemed to indirectly beneficially own 480,060 shares of Common Stock held by BRC, representing 10.03% of the Issuer's Common Stock. BRPC is a subsidiary of BRC. (2) BRPC beneficially owns directly 480,060 shares of Common Stock, representing 10.03% of the Issuer's Common Stock. (3) Bryant Riley may be deemed to indirectly beneficially own 480,060 shares of Common Stock, representing 10.03% of the Issuer's Common Stock outstanding and held directly by BRPC in the manner specified in paragraph (2) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRPC except to the extent of his pecuniary interest therein.
(b)	The Reporting Persons directly own, has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of 480,060 shares of Common Stock of the Issuer. Based upon a total of 4,588,968 outstanding shares of Common Stock as of August 20, 2026, the Reporting Persons shares represent approximately 10.03% of the outstanding shares of Common Stock.
(c)	Except for the transactions described in Item 4 herein, the Reporting Persons have not engaged in any transaction during the past 60 days involving the common stock of the Issuer.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Persons' response to Item 4 is incorporated by reference into this Item 6. The description of the securities purchase agreement is qualified in its entirety by reference to the full text of the securities purchase agreement, which is filed as Exhibit 2 and incorporated herein by reference. The description of the registration rights agreement is qualified in its entirety by reference to the full text of the registration rights agreement, which is filed as Exhibit 2 and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit No. Description Schedule A Executive Officers and Directors of BRC Group Holdings, Inc. 1* Joint Filing Agreement by and among the Reporting Persons. 2 Securities Purchase Agreement, dated August 20, 2026, by and among Bioamerica, Inc and certain Purchasers (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on August 26, 2026). 3 Registration Rights Agreement, dated August 20, 2026, by and among Bioamerica, Inc. and certain Purchasers (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on August 26, 2026). * Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BRC Group Holdings, Inc.

Signature:	/s/ Bryant Riley
Name/Title:	Bryant Riley/Co-Chief Executive Officer
Date:	08/28/2026

B. Riley Principal Capital, LLC

Signature:	/s/ Frank Pigott
Name/Title:	Frank Pigott/Authorized Signatory
Date:	08/28/2026

Bryant R. Riley

Signature:	/s/ Bryant Riley
Name/Title:	Bryant Riley
Date:	08/28/2026