BIOMERICA INC 10-Q

ITEM 1. FINANCIAL STATEMENTS BIOMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) August 31, 2025 May 31, 2025 Assets Current Assets: Cash and cash equivalents $ 3,053,000 $ 2,399,000 Accounts receivable, net 1,205,000 731,000 Inventories, net 1,473,000 1,490,000 Prepaid expenses and other 168,000 255,000 Total current assets 5,899,000 4,875,000 Property and equipment, net of accumulated depreciation and amortization 120,000 135,000 Right-of-use assets, net of accumulated amortization of $ 1,305,000 and $ 1,223,000 as of August 31, 2025 and May 31, 2025, respectively 347,000 429,000 Investments 165,000 165,000 Intangible assets, net of accumulated amortization of $ 74,000 and $ 69,000 as of August 31, 2025 and May 31, 2025, respectively 223,000 228,000 Other assets 100,000 113,000 Total Assets $ 6,854,000 $ 5,945,000 Liabilities and Shareholders’ Equity Current Liabilities: Accounts payable and accrued expenses $ 681,000 $ 672,000 Accrued compensation 591,000 655,000 Advances from customers 54,000 55,000 Lease liabilities, current portion 367,000 358,000 Total current liabilities 1,693,000 1,740,000 Lease liabilities, net of current portion 6,000 100,000 Total Liabilities 1,699,000 1,840,000 Commitments and contingencies (Note 6) - - Shareholders’ Equity: Preferred stock, Series A 5% convertible, $ 0.08 par value, 571,429 shares authorized, none issued and outstanding as of August 31, 2025 and May 31, 2025 - - Preferred stock, undesignated, no par value, 4,428,571 shares authorized, none issued and outstanding as of August 31, 2025 and May 31, 2025 - - Preferred stock, value - - Common stock, $ 0.08 par value, 25,000,000 shares authorized, 2,815,410 and 2,546,216 issued and outstanding at August 31, 2025 and May 31, 2025, respectively 225,000 203,000 Additional paid-in capital 58,198,000 57,175,000 Accumulated other comprehensive loss ( 102,000 ) ( 105,000 ) Accumulated deficit ( 53,166,000 ) ( 53,168,000 ) Total Shareholders’ Equity 5,155,000 4,105,000 Total Liabilities and Shareholders’ Equity $ 6,854,000 $ 5,945,000 The accompanying notes are an integral part of these statements. 1 BIOMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) 2025 2024 For the Three Months Ended August 31, 2025 2024 Net sales $ 1,380,000 $ 1,807,000 Cost of sales ( 956,000 ) ( 1,518,000 ) Gross profit 424,000 289,000 Operating expenses: Selling, general and administrative 1,330,000 1,360,000 Research and development 212,000 297,000 Total operating expense 1,542,000 1,657,000 Loss from operations ( 1,118,000 ) ( 1,368,000 ) Other income: Dividend, interest, and other income 1,123,000 56,000 Total other income 1,123,000 56,000 Income (loss) before income taxes 5,000 ( 1,312,000 ) Provision for income taxes ( 3,000 ) ( 4,000 ) Net income (loss) $ 2,000 $ ( 1,316,000 ) Basic net income (loss) per common share $ 0.00 $ ( 0.63 ) Diluted net income (loss) per common share $ 0.00 $ ( 0.63 ) Weighted average number of common and common equivalent shares: Basic 2,638,699 2,103,154 Diluted 2,638,699 2,103,154 Net income (loss) $ 2,000 $ ( 1,316,000 ) Other comprehensive income (loss), net of tax: Foreign currency translation 2,000 ( 6,000 ) Comprehensive income (loss) $ 4,000 $ ( 1,322,000 ) The accompanying notes are an integral part of these statements. 2 BIOMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED) For the Three Months Ended August 31, 2024 Shares Amount Capital Loss Deficit Equity Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Total Stockholders’ Shares Amount Capital Loss Deficit Equity Balances at May 31, 2024 2,103,154 $ 1,346,000 $ 53,542,000 $ ( 102,000 ) $ ( 48,195,000 ) $ 6,591,000 Foreign currency translation - - - ( 6,000 ) - ( 6,000 ) Share-based compensation - - 77,000 - - 77,000 Net loss - - - - ( 1,316,000 ) ( 1,316,000 ) Balances at August 31, 2024 2,103,154 $ 1,346,000 $ 53,619,000 $ ( 108,000 ) $ ( 49,511,000 ) $ 5,346,000 For the Three Months Ended August 31, 2025 Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Total Stockholders’ Shares Amount Capital Loss Deficit Equity Balances at May 31, 2025 2,546,216 $ 203,000 $ 57,175,000 $ ( 105,000 ) $ ( 53,168,000 ) $ 4,105,000 Balances 2,546,216 $ 203,000 $ 57,175,000 $ ( 105,000 ) $ ( 53,168,000 ) $ 4,105,000 Foreign currency translation - - - 3,000 - 3,000 Net proceeds from sales of common stock 258,569 21,000 891,000 - - 912,000 Share-based compensation 10,625 1,000 132,000 - - 133,000 Net income - - - - 2,000 2,000 Net income loss - - - - 2,000 2,000 Balances at August 31, 2025 2,815,410 $ 225,000 $ 58,198,000 $ ( 102,000 ) $ ( 53,166,000 ) $ 5,155,000 Balances 2,815,410 $ 225,000 $ 58,198,000 $ ( 102,000 ) $ ( 53,166,000 ) $ 5,155,000 The accompanying notes are an integral part of these statements. 3 BIOMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 2025 2024 For the Three Months Ended August 31, 2025 2024 Cash flows from operating activities: Net income (loss) $ 2,000 $ ( 1,316,000 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 20,000 21,000 Provision for allowance for credit losses 38,000 12,000 Inventory reserve 7,000 5,000 Share-based compensation 133,000 77,000 Amortization of right-of-use asset 82,000 76,000 Changes in assets and liabilities: Accounts receivable ( 512,000 ) ( 616,000 ) Inventories 10,000 429,000 Prepaid expenses and other 87,000 106,000 Other assets 5,000 - Accounts payable and accrued expenses 10,000 ( 49,000 ) Accrued compensation ( 63,000 ) ( 11,000 ) Advances from customers ( 1,000 ) - Reduction in lease liabilities ( 86,000 ) ( 78,000 ) Net cash used in operating activities ( 268,000 ) ( 1,344,000 ) Cash flows from financing activities: Gross proceeds from sale of common stock 939,000 - Costs from sale of common stock ( 19,000 ) - Net cash provided by financing activities 920,000 - Effect of exchange rate changes on cash 2,000 ( 6,000 ) Net increase (decrease) in cash and cash equivalents 654,000 ( 1,350,000 ) Cash and cash equivalents at beginning of period 2,399,000 4,170,000 Cash and cash equivalents at end of period $ 3,053,000 $ 2,820,000 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for: Income taxes $ 3,000 $ 4,000 Non-cash investing and financing activities: Deferred offering costs $ 8,000 $ - The accompanying notes are an integral part of these statements. 4 BIOMERICA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1: BASIS OF PRESENTATION Biomerica, Inc. and its subsidiaries (which includes wholly-owned subsidiaries, Biomerica de Mexico and BioEurope GmbH) is a global biomedical technology company that develops, patents, manufactures and markets advanced diagnostic and therapeutic products used at the point-of-care (physicians’ offices and over-the-counter through drugstores and online) and in hospital/clinical laboratories for detection and/or treatment of medical conditions and diseases. Our diagnostic test products utilize immunoassay technology to analyze blood, urine, nasal, or fecal material from patients in the diagnosis of various diseases, food intolerances and other medical complications, and to measure the level of specific hormones, antibodies, antigens, or other substances, which may exist in the human body in extremely small concentrations. Our other existing products are primarily focused on gastrointestinal diseases, food intolerances, and certain esoteric tests. Our products are designed to enhance the health and well-being of people, while reducing total healthcare costs. Our primary focus is the research, development, commercialization and in certain cases regulatory approval, of patented, diagnostic-guided therapy (“DGT”) products to treat gastrointestinal diseases, such as irritable bowel syndrome (“IBS”), and other inflammatory diseases. These products are directed at chronic inflammatory illnesses that are widespread, common, and address very large markets. Our inFoods® IBS product uses a simple blood sample and is designed to identify patient-specific foods that, when removed from the diet, may alleviate IBS symptoms such as pain, bloating, diarrhea, and constipation. Instead of broad and difficult to manage dietary restrictions, the inFoods® IBS product works by identifying specific foods that may be causing an abnormally high immune response in the patient, which in turn can lead to abdominal pain and cramping, bloating, diarrhea and constipation. A food identified as positive, which is causing an abnormal immune response in the patient, is simply removed from the diet to help alleviate IBS symptoms. Our existing medical diagnostic products are sold worldwide primarily in two markets: (a) clinical laboratories and (b) point-of-care (physicians’ offices). Most of our products are Conformite Europeenne (“CE”) marked and/or sold for diagnostic use where they are registered by each country’s regulatory agency. In addition, some products are cleared for sale in the United States by the FDA. The unaudited condensed consolidated financial statements herein have been prepared by management pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The accompanying unaudited condensed consolidated financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited consolidated financial statements for the latest fiscal year ended May 31, 2025. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended August 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2026. For further information, refer to the audited consolidated financial statements and notes thereto for the fiscal year ended May 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on August 29, 2025, as amended on our Annual Report on Form 10-K/A, filed with the SEC on September 26, 2025. Management has evaluated all subsequent events and transactions through the date of filing this report. NOTE 2: SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The condensed consolidated financial statements include the accounts of Biomerica, Inc. and its wholly-owned subsidiaries Biomerica de Mexico and BioEurope GmbH. All significant intercompany accounts and transactions have been eliminated in consolidation. 5 ACCOUNTING ESTIMATES In order to prepare our consolidated financial statements in conformity with GAAP, we must make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Different assumptions or conditions may cause actual results to differ materially from these estimates. We monitor significant estimates made during the preparation of our financial statements on an ongoing basis. We believe our estimates and assumptions are reasonable under the current conditions; however, actual results may differ from these estimates under different future conditions. We believe that the estimates and assumptions that are most important to the portrayal of our financial condition and results of operations, in that they require subjective or complex judgments, form the basis for the accounting policies deemed to be most critical to us. These relate to revenue recognition, bad debts, inventory overhead application, inventory reserves, lease liabilities, right-of-use assets and share based compensation. We believe estimates and assumptions related to these critical accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on our future financial conditions or results of operations. We suggest that our significant accounting policies be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q. MARKETS AND METHODS OF DISTRIBUTION The majority of our revenues come from the sale of products it manufactures in the United States and Mexico, with certain raw materials sourced from Asia and other regions. Our diagnostic business serves a diverse customer base that includes both domestic and international distributors, as well as hospitals, clinical laboratories, medical research institutions, pharmaceutical companies, drugstores, wholesalers, physicians’ offices, and e-commerce customers. A significant portion of our revenues are derived from international sales. We employ a Director of Sales and Marketing for Europe and South America, based in Germany, who has over 20 years of experience in diagnostics and life sciences. This individual’s international business experience and multilingual capabilities have facilitated strong relationships across Europe, Eastern Europe, Middle East, Latin America, Canada, and the United States. We expect continued growth through the addition of new distributors and product lines in these regions. Our markets its diagnostic products through distributors, advertising in medical and trade journals, trade show exhibitions, direct mailings, and through its internal sales team. The two primary markets we target are clinical laboratories and patient point-of-care testing. LIQUIDITY AND GOING CONCERN We have incurred recurring operating losses and negative cash flows from operations and have an accumulated deficit of approximately $ 53 ,200,000 as of August 31, 2025. As of August 31, 2025, we had cash and cash equivalents of approximately $ 3,053,000 and working capital of approximately $ 4,206,000 . On September 28, 2023, we filed a new “shelf” registration statement on Form S-3 with the SEC, to replace the expiring “shelf” registration statement on Form S-3 that was filed in July 21, 2020, as amended on September 20, 2020 (the “Shelf Registration Statement”), which was declared effective on September 29, 2023, allowing the Company to issue up to $ 20,000,000 in shares of our common stock. Under this registration statement, shares of our common stock may be sold from time to time for up to three years from the filing date . On May 10, 2024, we filed a prospectus supplement to the Shelf Registration Statement with the SEC to facilitate the sale of up to $ 5,500,000 in common stock through ATM offerings, as defined in Rule 415 under the Securities Act (the “2024 ATM Offering”). As part of this transaction, we incurred $ 81,000 in deferred offering costs during the year ended May 31, 2025. During the three months ended August 31, 2025, we sold 258,569 shares of our common stock at prices ranging from $ 3.34 to $ 3.69 pursuant to the 2024 ATM Offering, which resulted in gross proceeds of approximately $ 939,000 and net proceeds to us of $ 912,000 after deducting commissions for each sale and legal, accounting, and other fees related to offering in the amount of $ 27,000 . We intend to use the net proceeds from any funds raised through the 2024 ATM Offering for general corporate purposes, including, but not limited to, sales and marketing activities, clinical studies and product development, acquisitions of assets, businesses, companies, or securities, capital expenditures, and working capital needs. 6 Management assesses whether we have sufficient liquidity to fund its costs for the next twelve months from each financial statement issuance date to determine if there is a substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern over the next twelve months is influenced by several factors, including: ● Our need and ability to generate additional revenue from international opportunities and sales within the United States of existing products, and from our new product launches; ● Our need to access the capital and debt markets to meet current obligations and fund operations; ● Our capacity to manage operating expenses and maintain or increase gross margins as we grow; ● Our ability to retain key employees and maintain critical operations with a substantially reduced workforce; and ● Certain SEC regulations that limit the amount of capital we can raise through issuance of its equity. Management has analyzed our cash flow requirements through November 2026 and beyond. Based on this analysis, we believe our current cash and cash equivalents are insufficient to meet our operating cash requirements and strategic growth objectives for the next twelve months. To address our capital needs and sustain operations beyond the next year, we are actively pursuing strategies to increase sales, reduce expenses, sell non-core assets, seek additional financing through debt or equity, and seek other strategic alternatives. While we are committed to these plans, there is no assurance that these efforts will be successful or sufficient to meet our capital requirements. As part of our efforts to reduce costs, we have implemented significant cost-cutting measures in an attempt to extend our cash runway and work towards increasing revenues to cover overhead costs. These factors raise substantial doubt about our ability to continue as a going concern. Our future viability depends on the successful execution of our strategic plans, securing additional near-term financing, and achieving profitable operations. Our consolidated financial statements as of August 31, 2025 were prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. CONCENTRATION OF CREDIT RISK We maintain cash balances at certain financial institutions in excess of amounts insured by federal agencies. From time to time, we have uninsured balances. We do not believe we are exposed to any significant credit risks. We provide credit in the normal course of business to customers throughout the United States and in foreign markets. We perform ongoing credit evaluations of our customers and requires accelerated prepayment in some circumstances. Consolidated net sales were approximately $ 1,380,000 for the three months ended August 31, 2025, compared to $ 1,807,000 for the same period in 2024. For the three months ended August 31, 2025, we had one key customer located in Asia, who accounted for 48 % of net sales. For the three months ended August 31, 2024, we had two key customers located in North America and Asia, respectively, who collectively accounted for 55 % of net sales. As of August 31, 2025, and May 31, 2025, total gross receivables were approximately $ 1,269,000 and $ 757,000 , respectively. On these dates, we had two and four key customers, respectively, located in Asia, North America, and Europe. These customers accounted for 67 % and 69 % of the gross accounts receivable, respectively. For the three months ended August 31, 2025, no vendor accounted for 10 % or more of total raw material purchases. For the three months ended August 31, 2024, two vendors, in the aggregate, accounted for approximately 34 % of total raw material purchases. As of August 31, 2025, no vendor represented 10% or more of the our accounts payable. As of May 31, 2025, one vendor represented approximately 20% of our accounts payable. 7 CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of demand deposits and money market accounts with original maturities of less than three months. ACCOUNTS RECEIVABLE, NET We extend unsecured credit to its customers on a regular basis. International accounts are usually required to prepay until they establish a history with us and at that time, they are extended credit at levels. Initial credit levels for individual distributors are approved by our designated officers and managers based on various criteria. All increases in credit limits are also approved by designated upper-level management. We adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (codified as Accounting Standards Codification (“ASC”) 326) on June 1, 2023. ASC 326 adds to U.S. GAAP the current expected credit loss (“CECL”) model, a measurement model based on expected losses rather than incurred losses. Prior to the adoption of ASC 326, we evaluated receivables on a quarterly basis and adjusted the allowance for doubtful accounts accordingly. Balances over 90 days old were usually reserved unless collection was reasonably assured. Under the application of ASC 326, our historical credit loss experience provides the basis for the estimation of expected credit losses, as well as current economic and business conditions, and anticipated future economic events that may impact collectability. In developing its expected credit loss estimate, we evaluated the appropriate grouping of financial assets based upon its evaluation of risk characteristics, including consideration of the types of products and services sold. Account balances are written off against the allowance for expected credit losses after all means of collection have been exhausted and the potential for recovery is considered remote. Occasionally, certain long-standing customers who routinely place large orders will have unusually large receivable balances relative to the total gross receivables. Management monitors the payments for these large balances closely and very often requires payment of existing invoices before shipping new sales orders. As of August 31, 2025 and May 31, 2025, we had established a reserve of approximately $ 64,000 and $ 26,000 , respectively, for credit losses. PREPAID EXPENSES AND OTHER We occasionally prepay for items such as inventory, insurance, and other items. These items are reported as prepaid expenses and other, until either the inventory is physically received, or the insurance and other items are expensed. As of August 31, 2025 and May 31, 2025, the prepaids were approximately $ 168,000 and $ 255,000 , respectively, comprised of prepayments to insurance and various other suppliers. 8 INVENTORIES, NET We value inventory at the lower of cost (determined using a combination of specific lot identification and the first-in, first-out methods) or net realizable value. Management periodically reviews inventory for excess quantities and obsolescence. Management evaluates quantities on hand, physical condition, and technical functionality as these characteristics may be impacted by anticipated customer demand for current products and new product introductions. The reserve is adjusted based on such evaluation, with a corresponding provision included in cost of sales. Abnormal amounts of idle facility expenses, freight, handling costs and wasted material are recognized as current period charges and the allocation of fixed production overhead is based on the normal capacity of the production facilities. Net inventories are comprised of the following: SCHEDULE OF NET INVENTORIES August 31, 2025 May 31, 2025 Raw materials $ 976,000 $ 1,071,000 Work in progress 816,000 743,000 Finished products 159,000 147,000 Total gross inventory 1,951,000 1,961,000 Inventory reserves ( 478,000 ) ( 471,000 ) Net inventory $ 1,473,000 $ 1,490,000 Reserves for inventory obsolescence are recorded as necessary to reduce obsolete inventory to estimated net realizable value or to specifically reserve for obsolete inventory. As of August 31, 2025, and May 31, 2025, inventory reserves were approximately $ 478,000 and $ 471,000 , respectively. PROPERTY AND EQUIPMENT, NET Property and equipment are stated at cost. Expenditures for additions and major improvements are capitalized. Repairs and maintenance costs are charged to operations as incurred. When property and equipment are sold, retired or otherwise disposed of, the related cost and accumulated depreciation or amortization are removed from the accounts, and gains or losses from sales, retirements and dispositions are credited or charged to income. Depreciation and amortization are provided over the estimated useful lives of the related assets, ranging from 5 to 10 years, using the straight-line method. Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the term of the lease. Depreciation and amortization expense on property and equipment was approximately $ 15,000 and $ 17,000 for the three months ended August 31, 2025 and 2024, respectively. INTANGIBLE ASSETS, NET Intangible assets include trademarks, product rights, technology rights and patents, and are accounted for based on ASC 350 Intangibles – Goodwill and Other, In that regard, intangible assets that have indefinite useful lives are not amortized but are tested at least annually for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired. Intangible assets are being amortized using the straight-line method over the useful life, not to exceed 18 years for marketing and distribution rights, 10 years for purchased technology use rights, and patents are based on their individual useful lives which average around 15 years. Amortization expense was approximately $ 5,000 and $ 4,000 for the three months ended August 31, 2025 and 2024, respectively. We assess the recoverability of these intangible assets by determining whether the amortization of the asset’s balance over its remaining life can be recovered through projected undiscounted future cash flows. We use a qualitative assessment to determine whether there is any impairment. During the three months ended August 31, 2025, and 2024, there were no impairment adjustments. INVESTMENTS We have made investments in a privately held Polish distributor, which is primarily engaged in distributing medical products and devices, including the distribution of the products sold by us. We invested approximately $ 165,000 into the Polish distributor and own approximately 6 % of the Polish distributor. Equity holdings in nonmarketable unconsolidated entities in which we are not able to exercise significant influence (“Cost Method Holdings”) are accounted for at our initial cost, minus any impairment (if any), plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar holding or security of the same issuer. Dividends received are recorded as other income. 9 We assess our equity holdings for impairment whenever events or changes in circumstances indicate that the carrying value of an equity holding may not be recoverable. Management reviewed the underlying net assets of our equity method holding as of August 31, 2025 and determined that our proportionate economic interest in the entity indicates that the equity holding was not impaired. There were no observable price changes in orderly transactions for identical or a similar holding or security of our Cost Method Holdings during the period ended August 31, 2025. SHARE-BASED COMPENSATION We follow the guidance of ASC 718, Share-based Compensation, which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (options). We grant stock options and restricted stock under equity incentive plans. We measure all share-based payment awards at their grant-date fair value. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model that uses assumptions for expected volatility, expected dividends, expected forfeiture rate, expected term, and the risk-free interest rate. We have not paid dividends historically and does not expect to pay them in the foreseeable future. Expected volatilities are based on weighted averages of the historical volatility of our common stock estimated over the expected term of the options. The expected forfeiture rate is based on historical forfeitures experienced. The expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term as historically we had limited exercise activity surrounding our options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The grant date fair value of the award is recognized under the straight-line attribution method. The following summary presents the options granted, exercised, expired, canceled and outstanding for the three months ended August 31, 2025: SUMMARY OF OPTIONS ACTIVITY Option Shares Weighted Average Exercise Price Options Outstanding at May 31, 2025 413,866 $ 19.29 Cancelled or expired ( 720 ) 12.70 Options Outstanding at August 31, 2025 413,146 $ 19.31 During the three months ended August 31, 2025, we expensed approximately $ 74,000 in share-based compensation related to stock options, compared to $ 77,000 for the same period in 2024. The following summary presents the restricted stock awards granted, vested, forfeited and outstanding for the three months ended August 31, 2025: SCHEDULE OF RSUs ACTIVITY Restricted Stock Awards Weighted Average Grant Date Fair Value Unvested Restricted Stock Awards at May 31, 2025 97,500 $ 2.51 Granted 10,000 3.19 Vested ( 10,625 ) 2.51 Unvested Restricted Stock Awards at August 31, 2025 96,875 $ 2.58 During the three months ended August 31, 2025, we expensed $ 59,000 related to Restricted Stock Awards. No share-based compensation expense related to restricted stock was recognized during the three months ended August 31, 2024. REVENUE RECOGNITION We have various contracts with customers, and these contracts specify the recognition of revenue based on the nature of the transaction. Revenues from product sales are recognized at the time the product is shipped, customarily Freight on Board shipping point, which is when the transfer of control of goods has occurred and title passes. This applies to clinical lab products sold to domestic and international distributors, including hospitals, clinical laboratories, medical research institutions, medical schools, and pharmaceutical companies. OTC products are sold directly to drug stores, e-commerce customers, and distributors, while physicians’ office products are sold to physicians and distributors. We do not allow returns except in cases of defective merchandise, and therefore, do not establish an allowance for returns. Additionally, we have contracts with customers that provide purchase discounts contingent on achieving specified sales volumes. These contracts are regularly evaluated, and we do not anticipate granting any discounts through the end of the contract period. For diagnostic testing services sold directly to patients or physician offices that require processing by a third-party CLIA-certified lab, we recognize revenue once the lab has completed the test results. For services related to contract manufacturing, revenue is recognized when the service has been performed. Services for some contract work are invoiced and recognized as the project progresses. As of August 31, 2025, we had approximately $ 54,000 in advances from domestic customers, which are prepayments on orders for future shipments. 10 Disaggregation of revenue: The following is a breakdown of revenues according to markets to which the products are sold: SCHEDULE OF DISAGGREGATION REVENUE 2025 2024 Three Months Ended August 31, 2025 2024 Clinical lab $ 1,024,000 $ 1,278,000 Contract manufacturing 192,000 339,000 Over-the-counter 161,000 187,000 Physician’s office 3,000 3,000 Total $ 1,380,000 $ 1,807,000 See Note 4 for additional information regarding revenue concentrations. SHIPPING AND HANDLING FEES We include shipping and handling fees billed to customers in net sales. RESEARCH AND DEVELOPMENT Research and development costs are expensed as incurred. We expensed approximately $ 212,000 and $ 297,000 of research and development costs during the three months ended August 31, 2025 and 2024, respectively. INCOME TAXES We had income tax expense for the three months ended August 31, 2025 of approximately $3,000, consisting of state minimum and foreign miscellaneous taxes. During the three months ended August 31, 2025, we had a net operating loss (“NOL”) that generated deferred tax assets for NOL carryforwards. Deferred income tax assets and liabilities are recognized for temporary differences between the financial statements and income tax carrying values using tax rates in effect for the years such differences are expected to reverse. Due to uncertainties surrounding our ability to generate future taxable income and consequently realize such deferred income tax assets, we have determined that it is more likely than not that these deferred tax assets will not be realized. Accordingly, we have established a full valuation allowance against its deferred tax assets as of August 31, 2025. Our policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. For the three months ended August 31, 2025, we had no accrued interest or penalties related to uncertain tax positions. ADVERTISING COSTS We report the cost of advertising as expense in the period in which those costs are incurred. Advertising costs were approximately $ 9,000 and $ 14,000 for the three months ended August 31, 2025 and 2024, respectively. FOREIGN CURRENCY TRANSLATION Biomerica de Mexico, the subsidiary located in Mexico, operates primarily using the Mexican peso. BioEurope GmbH, the subsidiary located in Germany, operates primarily using the U.S. dollar, with an immaterial amount of transactions occurring using the Euro. Accordingly, assets and liabilities of these subsidiaries are translated using exchange rates in effect at the end of the period, and revenues and costs are translated using average exchange rates for the period. The resulting translation adjustments to assets and liabilities are presented as a separate component of accumulated other comprehensive loss. There are no foreign currency transactions that are included in the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended August 31, 2025 and 2024. RIGHT-OF-USE ASSETS AND LEASE LIABILITY In February 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update which requires lessees to recognize most leases on the balance sheet with a corresponding right-of-use asset. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. Leases are classified as financing or operating which will drive the expense recognition pattern. We have elected to exclude short-term leases. Our leases office space and copy machines, all of which are operating leases. Most leases include the option to renew and the exercise of the renewal options is at our sole discretion. Options to extend or terminate a lease are considered in the lease term to the extent that the option is reasonably certain of exercise. The leases do not include the options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. NET INCOME (LOSS) PER SHARE Basic income (loss) per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants and other convertible securities using the treasury stock method. The total amount of anti-dilutive stock options not included in the loss per share calculation at August 31, 2025 and 2024 was 413,146 and 413,269 , respectively. SEGMENT REPORTING We define our segments on the basis in which internally reported financial information is reviewed by the Chief Operating Decision Maker (the “CODM”) to analyze financial performance, make decisions, and allocate resources. We manage our operations as a single operating and reportable segment, which focus on the development, manufacture, marketing, and sale of diagnostic products. As all material financial information is included in the consolidated results we have identified one reportable segment. The CODM uses net income (loss) and cash flow information to evaluate performance, including detailed cost information as part of the budget and forecasting process and considers budget-to-actual variances on a regular basis when making decisions about the allocation of operating and capital resources. We measure segment profit or loss is net income (loss) as reported in the consolidated financial statements. 11 The accounting policies used in the segment reporting are the same as those described in the summary of significant accounting policies. Our CODM is the Chief Executive Officer. Our reportable segment product sales, net and net income (loss) during the three months ended August 31, 2025 and 2024 consisted of the following: SCHEDULE OF SEGMENT REPORTING 2025 2024 For the Three Months Ended August 31, 2025 2024 Net sales $ 1,380,000 $ 1,807,000 Cost of sales ( 956,000 ) ( 1,518,000 ) Gross profit 424,000 289,000 Operating expenses: Sales and marketing expense 1,330,000 1,360,000 General and administrative expense Research and development expense 212,000 297,000 Total operating expense 1,542,000 1,657,000 Loss from operations ( 1,118,000 ) ( 1,368,000 ) Other income: Dividend, interest, and other income 1,123,000 56,000 Total other income 1,123,000 56,000 Loss before income taxes 5,000 ( 1,312,000 ) Provision for income taxes ( 3,000 ) ( 4,000 ) Net loss $ 2,000 $ ( 1,316,000 ) Dividend, interest, and other income for the three months ended August 31, 2025, included $ 1,100,000 related to the Employee Retention Credit (“ERC”), a refundable payroll-tax credit established under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. We account for ERC claims in accordance with ASC 450-30, “Gain Contingencies,” and therefore recognizes income only when all related contingencies have been resolved and receipt of the refund is realized or realizable. The ERC relates to qualified wages paid during calendar year 2021 under the COVID-19 pandemic relief programs and represents a one-time, non-recurring item that will not impact future reporting periods. RECENT ACCOUNTING PRONOUNCEMENTS Recent ASU’s issued by the FASB and guidance issued by the SEC did not, or are not believed by the management to, have a material effect on our present or future consolidated financial statements, except as follows: In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)”. The ASU includes enhanced disclosure requirements, which mandates enhanced transparency in financial statements by requiring detailed disclosures of specific expenses like inventory purchases, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the effect of adopting this pronouncement on our financial statements and disclosures. NOTE 3: SHAREHOLDERS’ EQUITY On September 28, 2023, we filed a “shelf” registration statement on Form S-3 with the SEC on September 28, 2023, which was declared effective on September 29, 2023, allowing us to issue up to $ 20,000,000 in share of common stock. Under this registration statement, shares of our common stock may be sold from time to time for up to three years from the filing date. On May 10, 2024, we filed a prospectus supplement with the SEC, as part of the “shelf” registration statement on Form S-3. This prospectus supplement was intended to facilitate the sale of up to $ 5,500,000 in common stock through the 2024 ATM Offering. During the three months ended August 31, 2025, we sold 258,569 shares of our common stock at prices ranging from $ 3.34 to $ 3.69 pursuant to the 2024 ATM Offering, which resulted in gross proceeds of approximately $ 939,000 and net proceeds us of $ 912,000 after deducting commissions for each sale and legal, accounting, and other fees related to offering in the amount of $ 27,000 , including $ 8,000 of previously capitalized deferred offering costs. NOTE 4: GEOGRAPHIC INFORMATION We operate as one segment. Geographic information regarding net sales is approximately as follows: SCHEDULE OF GEOGRAPHIC INFORMATION 2025 2024 Three Months Ended August 31, 2025 2024 Revenues from sales to unaffiliated customers: Asia $ 670,000 $ 817,000 Europe 305,000 470,000 North America 318,000 427,000 Middle East 85,000 90,000 South America 2,000 3,000 Total $ 1,380,000 $ 1,807,000 Revenues $ 1,380,000 $ 1,807,000 As of August 31, 2025 and May 31, 2025, approximately $ 480,000 and $ 483,000 of our gross inventory was located in Mexicali, Mexico, respectively. As of August 31, 2025 and May 31, 2025, approximately $ 9,000 and $ 10,000 of our property and equipment, net of accumulated depreciation and amortization, was located in Mexicali, Mexico, respectively. 12 NOTE 5: LEASES We lease facilities in Irvine, California and Mexicali, Mexico. As of August 31, 2025, we had approximately 22,000 square feet of floor space at its corporate headquarters at 17571 Von Karman Avenue in Irvine, California. This facility includes administration, research and development, certain manufacturing, shipping and inventory storage. The lease for its headquarters expires in August 2026. We have the option to extend the lease for an additional five-year term. We made a security deposit of approximately $ 22,000 . In November 2016, Biomerica de Mexico, our Mexican subsidiary entered into a 10 -year lease for approximately 8,100 square feet of manufacturing space. It has one 10 -year option to renew at the end of the initial lease period. Biomerica de Mexico also leases a smaller unit on a month-to-month basis for use in our manufacturing process. In addition, BioEurope GmbH leases a small office in Lindau, Germany on a month-to-month basis, as headquarters for BioEurope GmbH, our Germany subsidiary. For purposes of determining straight-line rent expense, the lease term is calculated from the date we first takes possession of the facility, including any periods of free rent and any renewal options periods that we are reasonably certain of exercising Our office and equipment leases generally have contractually specified minimum rent and annual rent increases are included in the measurement of the right-of-use asset and related lease liabilities. Additionally, under these lease arrangements, we may be required to pay directly, or reimburse the lessors, for some maintenance and operating costs. Such amounts are generally variable and therefore not included in the measurement of the right-of-use asset and related lease liabilities but are instead recognized as variable lease expense in the consolidated statements of operations and comprehensive income (loss) when they are incurred. The following table presents information on our operating leases for the three months ended August 31, 2025 and 2024: SCHEDULE OF OPERATING LEASES 2025 2024 Three Months Ended August 31, 2025 2024 Operating lease cost $ 88,000 $ 88,000 Variable lease cost 3,000 2,000 Short-term lease cost - 2,000 Total lease cost $ 91,000 $ 92,000 The approximate maturity of lease liabilities as of August 31, 2025 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Year Ending May 31: Operating Leases 2026 (excluding the three months ended August 31, 2025) $ 379,000 2027 6,000 Total minimum future lease payments 385,000 Less: imputed interest 12,000 Total operating lease liabilities $ 373,000 The following table summarizes the our other supplemental lease information for the three months ended August 31, 2025 and 2024: SCHEDULE OF OTHER SUPPLEMENTAL LEASE INFORMATION 2025 2024 Three Months Ended August 31, 2025 2024 Cash paid for operating lease liabilities $ 92,000 $ 90,000 Weighted-average remaining lease term (years) 1.02 2.02 Weighted-average discount rate 5.78 % 6.50 % The Company also has various insignificant leases for office equipment. NOTE 6: COMMITMENTS AND CONTINGENCIES LITIGATION We are, from time to time, involved in legal proceedings, claims, and litigation arising in the ordinary course of business. While the amounts claimed may be substantial, the ultimate liability cannot presently be determined because of considerable uncertainties that exist. Therefore, it is possible the outcome of such legal proceedings, claims, and litigation could have a material effect on quarterly or annual operating results or cash flows when resolved in a future period. However, based on facts currently available, management believes such matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. There were no legal proceedings pending as of August 31, 2025. NOTE 7: SUBSEQUENT EVENTS None. 13