Entry into a Material Definitive Agreement. Private Placement On August 20, 2026, Biomerica, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and individual investors identified on the signature pages thereto, which included among others B. Riley Principal Capital, LLC and certain members of the Company’s Board of Directors and executive officers (collectively, the “Purchasers”), pursuant to which…

Unregistered Sales of Equity Securities. The information set forth under

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 approximate…

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 sh…

Director — Dr. Jane Emerson: Dr. Jane Emerson will not stand for re-election to the Board at the 2025 Annual Meeting.

Director — Ms. Cathy Coste: Ms. Cathy Coste stepped down as a member of the Board of Directors, and Mr. Eric Chin was appointed to fill the vacancy.

Material Modification to Rights of Security Holders The information contained in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on May 7, 2024, Biomerica, Inc. (the “Company” or “Biomerica”) received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price for the Company’s common stock had been below $1.00 per share for the previous 32 consecutive business days and that the Company was no longer in…

Chairman of the Board and Director — Jack Kenny: Mr. Jack Kenny resigned from his roles as a member of the board of directors and Chairman of the Board.

Entry into a Material Definitive Agreement. On May 10, 2024, Biomerica, Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with EF Hutton LLC and R.F. Lafferty & Co., Inc. (each individually, a “Sales Agent” and together, the “Sales Agents”), pursuant to which the Company may offer and sell from time to time up to an aggregate of $5,500,000 of shares of the Company’s common stock, par value $0.08 per share (the “Placement Shares”), through the Sale…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 7, 2024, Biomerica, Inc. (the “Company”) received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price for the Company’s common stock had been below $1.00 per share for the previous 32 consecutive business days and that the Company is no longer in compliance with the minimum bid price requirement under Nasdaq Listin…

Director — Jack Kenny: Mr. Jack Kenny was appointed as an independent director and will also serve as the Chairperson of the Board’s Nominating and Corporate Governance Committee.

Entry into a Material Definitive Agreement. On March 3, 2023, Biomerica, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC (the “Underwriter”), relating to the issuance and sale in an underwritten public offering (the “Offering”) of an aggregate of 3,333,333 shares of the Company’s common stock, par value $0.08 per share (“Common Stock”). The public offering price was $2.40 per share of Common Stock and the Underwrit…

Chief Financial Officer — Gary Lu: Gary Lu was appointed as the new Chief Financial Officer, replacing Steve Sloan.

The filing details amendments to the company's stock plan, not a management change.

CFO — Steve Sloan: Mr. Steve Sloan is leaving the Company to pursue a new career opportunity.

Director — Mr. Mark Sirgo: Mr. Mark Sirgo stepped down as a member of the Board of Directors.

Changes in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm On April 19, 2022 (the “Dismissal Date”), the Audit Committee of the Board of Directors (the “Board”) of Biomerica, Inc. (the “Company”) dismissed PKF San Diego, LLP (“PKF”) as the Company’s independent registered public accounting firm, effective as of the Dismissal Date. As the Company continues to grow, the Board has determined that it would be in the best interest of the Company t…

and the exhibit attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Other Events. For the second quarter of fiscal 2022, ended November 30, 2021, the Company expects to report revenue of approximately $4.6 million, an increase of 238% as compared to the second quarter of fiscal 2021 revenues of approximately $1.4 million. The increased revenue was driven primarily by increased demand for the Company’s Covid tests. The Company also enters its third quarter of fiscal 2022 with over $4.0 million of outstanding unfilled customer orders (backlog). The increase in…

Other Events – Notice of investigation conclusion from the SEC. On December 2, 2021, Biomerica, Inc. (the “Company”) was notified by the US Securities and Exchange Commission (SEC) that, following review of information provided by the Company and its CEO, the SEC has concluded its previously-disclosed investigations with no enforcement action recommendations. The notices of investigation conclusion pertain to the Subpoena for information sent to the Company in July 2020, as well as the Subpoe…