What changed in this filing

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Item 1. Financial Statements

2026-01-14 compared with 2025-10-14 · 473 added, 399 removed, 267 unchanged (77% of the section changed)

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CONSOLIDATED BALANCE SHEETS (UNAUDITED)

August 31, 2025

November 30, 2025

Current Assets:

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Property and equipment, net of accumulated depreciation and amortization

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

Intangible assets, net of accumulated amortization of $ 74,000 and $ 69,000 as of August 31, 2025 and May 31, 2025, respectively

Right-of-use assets, net of accumulated amortization of $ 1,388,000 and $ 1,223,000 as of November 30, 2025 and May 31, 2025, respectively

Intangible assets, net of accumulated amortization of $ 79,000 and $ 69,000 as of November 30, 2025 and May 31, 2025, respectively

Liabilities and Shareholders’ Equity

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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, Series A 5% convertible, $ 0.08 par value, 571,429 shares authorized, none issued and outstanding as of November 30, 2025 and May 31, 2025

Preferred stock, undesignated, no par value, 4,428,571 shares authorized, none issued and outstanding as of November 30, 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

Common stock, $ 0.08 par value, 25,000,000 shares authorized, 2,947,966 and 2,546,216 issued and outstanding at November 30, 2025 and May 31, 2025, respectively

Additional paid-in-capital

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

For the Three Months Ended August 31,

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

For the Three Months Ended November 30,

For the Six Months Ended November 30,

Cost of sales

( 1,159,000 )

( 1,199,000 )

( 2,113,000 )

( 2,720,000 )

Operating expenses:

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Research and development

Total operating expense

Total operating expenses

Loss from operations

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( 2,489,000 )

( 2,363,000 )

Other income:

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Total other income

Income (loss) before income taxes

Loss before income taxes

( 1,315,000 )

( 1,309,000 )

( 2,266,000 )

Provision for income taxes

Net income (loss)

$ ( 1,320,000 )

Basic net income (loss) per common share

Diluted net income (loss) per common share

$ ( 950,000 )

$ ( 1,318,000 )

$ ( 2,266,000 )

Basic net loss per common share

Diluted net loss per common share

Weighted average number of common and common equivalent shares:

Net income (loss)

$ ( 1,320,000 )

$ ( 950,000 )

$ ( 1,318,000 )

$ ( 2,266,000 )

Other comprehensive income (loss), net of tax:

Foreign currency translation

Comprehensive income (loss)

Comprehensive loss

$ ( 1,321,000 )

$ ( 954,000 )

$ ( 1,316,000 )

$ ( 2,276,000 )

accompanying notes are an integral part of these statements.

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

the Three Months Ended August 31, 2024

Accumulated Other Comprehensive

Total Stockholders’

the Three and Six Months Ended November 30, 2024

Comprehensive

Stockholders’

Balances at May 31, 2024

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( 49,511,000 )

Foreign currency translation

Net proceeds from sales of common stock

Share-based compensation

Balances at November 30, 2024

$ ( 112,000 )

the Three Months Ended August 31, 2025

Accumulated Other Comprehensive

Total Stockholders’

$ ( 50,461,000 )

the Three and Six Months Ended November 30, 2025

Comprehensive

Stockholder’s

Balances at May 31, 2025

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$ ( 53,168,000 )

Foreign currency translation

Net proceeds from sales of common stock

Share-based compensation

Balances at August 31, 2025

( 53,166,000 )

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Share-based compensation

( 1,320,000 )

Net income (loss)

Balances at August 31, 2025

( 1,320,000 )

Balances at November 30, 2025

$ ( 103,000 )

$ ( 54,486,000 )

$ ( 103,000 )

$ ( 54,486,000 )

accompanying notes are an integral part of these statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended August 31,

For the Six Months Ended November 30,

Cash flows from operating activities:

Net income (loss)

$ ( 1,318,000 )

Adjustments to reconcile net income (loss) to net cash used in operating

$ ( 2,266,000 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

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( 1,259,000 )

( 2,135,000 )

Cash flows from investing activities:

Expenditures related to intangibles

Net cash used in investing activities

Cash flows from financing activities:

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Costs from sale of common stock

Deferred offering costs

Net cash provided by financing activities

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Deferred offering costs

Stock issuance receivable

accompanying notes are an integral part of these statements.

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BASIS OF PRESENTATION

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.

are designed to enhance the health and well-being of people, while reducing total healthcare costs.

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

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.

existing medical diagnostic products are sold worldwide primarily in two markets:

(a) clinical laboratories and (b) point-of-care (physicians’

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.

( “ Biomerica, ”

the “ Company ” )

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.

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.

Instead of broad and difficult to manage dietary restrictions, our inFoods®

IBS product uses a simple blood sample and is designed to identify patient-specific foods that, may be causing an abnormally high

immune response in the patient, that when removed from the diet may alleviate IBS symptoms such as abdominal pain and cramping,

bloating, diarrhea and constipation.

A food identified as causing an abnormal immune response in the patient, a positive result, is

simply removed from the diet to help alleviate IBS symptoms.

range of medical diagnostic products is sold worldwide primarily in two markets:

clinical laboratories and point-of-care

(physicians’ offices).

Most of our products are Conformite Europeenne (“CE”) marked and/or registered with

regulatory agencies in various countries for diagnostic use, with several cleared by the United States by the U.S.

Food and Drug Administration (“FDA”) for sale in the United States.

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”).

Securities and Exchange Commission (“SEC”).

The accompanying unaudited condensed consolidated financial

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Accordingly, certain information and note

disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles

disclosures normally included in financial statements prepared in accordance with U.S.

generally accepted accounting principles

(“GAAP”) have been condensed or omitted pursuant to such rules and regulations.

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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.

Operating results for the three and six months ended November 30, 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

Management has evaluated all subsequent events and transactions through the date of filing this report.

SIGNIFICANT ACCOUNTING POLICIES

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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

with the Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form

AND METHODS OF DISTRIBUTION

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

majority of our revenues come from the sale of products we manufacture 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.

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.

sell and market our diagnostic products through distributors, advertising in medical and trade journals, trade show exhibitions, direct

mailings, through our website and through a small internal sales team.

The two primary markets we target are clinical laboratories and

patient point-of-care testing.

AND GOING CONCERN

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 .

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.

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”).

of this transaction, we incurred $ 81,000 in deferred offering costs during the year ended May 31, 2025.

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

have incurred net losses and negative cash flows from operations and have an accumulated deficit of approximately $ 54,486,000 as of November

As of November 30, 2025, we had cash and cash equivalents of approximately $ 2,543,000 and working capital of approximately

$ 3,592,000 .

September 28, 2023, we filed a new “shelf” registration statement on Form S-3 with the SEC, (the “Shelf

Registration Statement”), which was declared effective on September 29, 2023, to replace the expiring “shelf”

registration statement on Form S-3 that was filed in July 21, 2020, as amended on September 20, 2020, allowing us to issue up to

in shares of our common stock.

Under the Shelf 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 at-the-market (“ATM”) offerings, as defined in Rule 415 under the Securities Act (the “2024 ATM Offering”).

part of this transaction, we incurred $ 81,000

in deferred offering costs during the year ended May 31, 2025.

the six months ended November 30, 2025, we sold 391,125 shares of our common stock at prices ranging from $ 3.34 to $ 4.02 pursuant

to the 2024 ATM Offering, which resulted in gross proceeds of approximately $ 1,432,000 and net proceeds to us of $ 1,395,000 after deducting

commissions for each sale and legal, accounting, and other fees related to offering in the amount of $ 37,000 .

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

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:

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;

need to access the capital and debt markets to meet current obligations and fund operations;

capacity to manage operating expenses and maintain or increase gross margins as we grow;

ability to retain key employees and maintain critical operations with a substantially reduced workforce;

SEC regulations that limit the amount of capital we can raise through issuance of its equity.

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

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.

assesses whether we have sufficient liquidity to fund our 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;

need and ability 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;

Certain SEC regulations

that limit the amount of capital we can raise through issuance of its equity.

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.

has analyzed our cash flow requirements through December 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.

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.

committed to these plans, there is no assurance that these efforts will be successful or sufficient to meet our capital requirements.

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.

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

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.

expenses, sell non-core assets, seek additional financing through debt or equity issuance, and seek other strategic alternatives.

we are committed to these plans, there is no assurance that these efforts will be successful or sufficient to meet our capital requirements,

or to enable the Company to continue as a going concern.

consolidated financial statements as of November 30, 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.

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.

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.

of August 31, 2025, and May 31, 2025, total gross receivables were approximately $ 1,269,000 and $ 757,000 , respectively.

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 require accelerated prepayment in some circumstances.

net sales were approximately $ 1,210,000 and $ 1,636,000 for the three months ended November 30, 2025 and 2024, respectively, and approximately

$ 2,590,000 and $ 3,444,000 for the six months ended November 30, 2025 and 2024, respectively.

the three months ended November 30, 2025, we had three key customers who are located in Asia, North America and the Middle East,

which accounted for 55 %

of net consolidated sales.

For the three months ended November 30, 2024, we had four key customers who are located in the Middle

East, Asia and Europe, which accounted for 58 %

of net consolidated sales.

For the six months ended November 30, 2025, we had one key customer who is located in Asia which

accounted for 39 %

of net consolidated sales.

For the six months ended November 30, 2024, we had two key customers who are located in North America and

Asia which accounted for 46 %

of net consolidated sales.

of November 30, 2025 and May 31, 2025, total gross receivables were approximately $ 1,043,000 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.

we had four key customers, respectively, located in Asia, North America, Europe, and the Middle East.

These customers accounted

for 75 % and 69 % of the gross accounts receivable, respectively.

the three months ended November 30, 2025, we had one key vendor which accounted for 12 % of the purchases of raw materials.

For the three

months ended November 30, 2024, we had two key vendors which accounted for 32 % of the purchases of raw materials.

For the six months

ended November 30, 2025, we had one vendor which accounted for 10 % of the purchases of raw materials.

For the six months ended November

30, 2024, we had two vendors which accounted for 24 % of the purchases of raw materials.

of November 30, 2025 and May 31, 2025, we had one key vendor which accounted for 28 % and 20 % respectively, of accounts payable.

AND CASH EQUIVALENTS

and cash equivalents consist of demand deposits and money market accounts with original maturities of less than three months.

RECEIVABLE, NET

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.

extend unsecured credit to our 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.

Our designated officers and managers apply various criteria to establish

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.

All increases in credit limits are also approved by designated upper-level

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.

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,

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before shipping new sales orders.

of August 31, 2025 and May 31, 2025, we had established a reserve of approximately $ 64,000 and $ 26,000 , respectively, for credit

of November 30, 2025 and May 31, 2025, we have established a reserve of approximately $ 96,000 and $ 26,000 , respectively, for credit losses.

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.

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.

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.

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.

of November 30, 2025 and May 31, 2025, the prepaid expenses were approximately $ 177,000 and $ 255,000 , respectively, and were composed

of prepayments to insurance and various other suppliers.

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.

inventories are comprised of the following:

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.

inventories are approximately the following:

SCHEDULE OF NET INVENTORIES

August 31, 2025

November 30, 2025

Raw materials

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reserve for obsolete inventory.

As of August 31, 2025, and May 31, 2025, inventory reserves were approximately $ 478,000 and $ 471,000 ,

As of November 30, 2025, and May 31, 2025, inventory reserves were approximately $ 434,000 and $ 471,000 ,

respectively.

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Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the term of the lease.

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.

and amortization expense on property and equipment were approximately $ 15,000 and $ 17,000 for the three months ended November 30, 2025

and 2024, respectively, and approximately $ 30,000 and $ 34,000 for the six months ended November 30, 2025 and 2024, respectively.

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

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.

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rights, 10 years for purchased technology use rights, and patents are based on their individual useful lives which average around 15

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.

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 %

Amortization expenses were approximately $ 5,000 and $ 4,000 for the three months ended November 30, 2025, and 2024, respectively,

and approximately $ 10,000 and $ 8,000 for the six months ended November 30, 2025, and 2024, respectively.

Amortizing intangible assets

are tested for impairment if management determines that events or changes in circumstances indicate that the asset might be impaired.

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 six months ended November 30, 2025 and 2024, there were no impairment adjustments.

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.

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.

received are recorded as other income.

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.

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

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

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 November 30, 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 November

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.

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 do 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

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.

following summary presents the options granted, exercised, expired, canceled and outstanding for the three months ended August 31, 2025:

grant date fair value of the award is recognized under the straight-line attribution method.

following summary presents the options granted, exercised, expired, canceled and outstanding for the six months ended November 30, 2025:

SUMMARY OF OPTIONS ACTIVITY

Option Shares

Weighted Average Exercise Price

Weighted Average

Exercise Price

Options Outstanding at May 31, 2025

Cancelled or expired

Options Outstanding at August 31, 2025

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.

following summary presents the restricted stock awards granted, vested, forfeited and outstanding for the three months ended August 31, 2025:

Options Outstanding at November 30, 2025

the three months ended November 30, 2025, we expensed approximately $ 72,000 in share-based compensation, compared to $ 155,000 for the

same period in 2024.

For the six months ended November 30, 2025 share-based compensation expenses were approximately $ 145,000 in 2025

and $ 232,000 in 2024.

following summary presents the restricted stock awards granted, exercised, expired, cancelled and outstanding for the six months ended

November 30, 2025:

SCHEDULE OF RSUs ACTIVITY

Restricted Stock Awards

Average Grant

Date Fair Value

Weighted Average

Unvested Restricted Stock Awards at May 31, 2025

Unvested Restricted Stock Awards at August 31, 2025

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.

We have various contracts with customers, and these contracts specify the recognition of revenue based on the nature of the transaction.

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.

Unvested Restricted Stock Awards at November 30, 2025

the three months ended November 30, 2025, we expensed approximately $ 46,000

related to Restricted Stock Awards.

share-based compensation expense related to restricted stock was recognized during the three months ended November 30, 2024.

six months ended November 30, 2025 share-based compensation expenses were approximately $ 105,000 .

share-based compensation expense related to restricted stock was recognized during the six months ended November 30,

have various contracts with customers, and these contracts specify the recognition of revenue based on the nature of the transaction.

from product sales are recognized at the time the product is shipped, customarily Free on Board (“FOB”) 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 e-commerce customers, and distributors, while physicians’ office products are sold to physicians and distributors.

We generally 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.

contracts are regularly evaluated, and we do not anticipate granting any discounts through the end of the contract period.

diagnostic testing services sold directly to patients or physician offices that require processing by a third-party CLIA-certified lab,

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are invoiced and recognized as the project progresses.

of August 31, 2025, we had approximately $ 54,000

in advances from domestic customers, which are prepayments on orders for future shipments.

of November 30, 2025, we had approximately $ 30,000 in advances from domestic customers, which are prepayments on orders for future shipments.

Disaggregation

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SCHEDULE OF DISAGGREGATION REVENUE

Three Months Ended August 31,

Contract manufacturing

Three Months Ended November 30,

Six Months Ended November 30,

Over-the-counter

Contract manufacturing

Physician’s office

Note 4 for additional information regarding revenue concentrations.

Note 4 for additional information regarding geographic revenue concentrations.

AND HANDLING FEES

We include shipping and handling fees billed to customers in net sales.

include shipping and handling fees billed to customers in net sales.

AND DEVELOPMENT

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.

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.

We report the cost of advertising as expense in the period in which those costs are incurred.

We expensed approximately $ 193,000 and $ 257,000 of research and development costs during

the three months ended November 30, 2025 and 2024, respectively, and approximately $ 405,000 and $ 554,000 of research and development

costs during the six months ended November 30, 2025 and 2024, respectively.

the three months ended November 30, 2025, we had an income tax expense of approximately $ 5,000 .

For the six months ended November 30,

2025, we had an income tax expense of approximately $ 9,000 .

These expenses consisted of state minimum taxes and miscellaneous foreign

During the three and six months ended November 30, 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 November 30, 2025.

policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense.

three and six months ended November 30, 2025, we had no accrued interest or penalties related to uncertain tax positions.

report the cost of advertising as an 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.

$ 12,000 for the

three months ended November 30, 2025 and 2024, respectively, and approximately $ 17,000

during the six months ended November 30, 2025 and 2024, respectively

CURRENCY TRANSLATION

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.

de Mexico, our subsidiary 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.

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.

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 for the three and six months ended November 30, 2025 and 2024.

ASSETS AND LEASE LIABILITY

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.

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.

INCOME (LOSS) PER SHARE

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)

Our leases office space and copy machines, all of which are operating 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.

LOSS PER SHARE

loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period.

per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants and other convertible

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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.

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.

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

on November 30, 2025 and 2024 was 444,708 and 401,827 , respectively.

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 in net income (loss) as reported in the consolidated financial statements.

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:

OF SEGMENT REPORTING

For the Three Months Ended August 31,

reportable segment product sales, net and net loss during the three and six months ended November 30, 2025 and 2024 consisted of the

SCHEDULE OF SEGMENT REPORTING

For the Three Months Ended November 30,

For the Six Months Ended November 30,

Cost of sales

( 1,159,000 )

( 1,199,000 )

( 2,113,000 )

( 2,720,000 )

Operating expenses:

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( 2,489,000 )

( 2,363,000 )

Other income:

3 unchanged sentences

( 1,315,000 )

( 1,309,000 )

( 2,266,000 )

Provision for income taxes

$ ( 1,320,000 )

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.

$ ( 950,000 )

$ ( 1,318,000 )

$ ( 2,266,000 )

interest, and other income for the three months ended November 30, 2025 increased primarily due to dividend distributions received from

an investment holding entity during the current period.

interest, and other income for the six months ended November 30, 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”).

for ERC claims in accordance with ASC 450-30, “Gain Contingencies,” and therefore recognize 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.

ACCOUNTING PRONOUNCEMENTS

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:

on our present or future consolidated financial statements.

November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation

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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.

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.

We are currently evaluating the

effect of adopting this pronouncement on our financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic

Improvements to Income Tax Disclosures”.

The ASU includes enhanced disclosure requirements, primarily related to the rate

reconciliation and income taxes paid information.

The amendments are to be applied prospectively in the financial statements.

is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the effect

of adopting this pronouncement on our financial statements and disclosures.

In July 2025, the FASB issued Update ASU 2025-05,

“Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets”.

This ASU provides targeted amendments to clarify the measurement of expected credit losses for accounts receivable and contract assets

and introduces a practical expedient and related accounting policy election for certain entities.

The amendments will be effective for

annual reporting periods beginning after December 15, 2025, with early adoption permitted.

We are currently evaluating the effect of adopting

this pronouncement on our financial statements and disclosures.

In December 2025, the FASB issued Update ASU 2025-11, “Interim Reporting

Narrow-Scope Improvements”.

This ASU clarifies and improves existing interim reporting guidance by consolidating disclosure

requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after

the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results

of operations.

The ASU does not introduce significant changes to recognition or measurement guidance.

The amendments in this Update are

effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the effect of adopting this pronouncement on our financial statements and disclosures.

SHAREHOLDERS’ EQUITY

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.

the three months ended August 31, 2025, we sold 258,569

shares of our common stock at prices ranging from $ 3.34

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.

On September 28, 2023, we filed the Shelf Registration allowing us to issue up to $ 20,000,000 of equity value in share of common stock.

the Shelf 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.

This prospectus supplement

was intended to facilitate the sale of up to $ 5,500,000 in common stock through the 2024 ATM Offering.

the six months ended November 30, 2025, we sold 391,125 shares of our common stock at prices ranging from $ 3.34 to $ 4.02 pursuant

to the 2024 ATM Offering, which resulted in gross proceeds of approximately $ 1,432,000 and net proceeds to us of $ 1,395,000 after deducting

commissions for each sale and legal, accounting, and other fees related to offering in the amount of $ 30,000 , as well as $ 7,000 of previously

capitalized deferred offering costs.

GEOGRAPHIC INFORMATION

We operate as one segment.

operate as one segment.

Geographic information regarding net sales is approximately as follows:

SCHEDULE OF GEOGRAPHIC INFORMATION

Three Months Ended August 31,

Three Months Ended November 30,

Six Months Ended November 30,

Revenues from sales to unaffiliated customers:

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South America

of August 31, 2025 and May 31, 2025, approximately $ 480,000 and $ 483,000 of our gross inventory was located in Mexicali,

Mexico, respectively.

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.

We lease facilities in Irvine, California and Mexicali, Mexico.

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.

of November 30, 2025 and May 31, 2025, approximately $ 469,000 and $ 483,000 of our gross inventory was located in Mexicali, Mexico, respectively.

of November 30, 2025 and May 31, 2025, approximately $ 8,000 and $ 10,000 of our property and equipment, net of accumulated depreciation

and amortization, was located in Mexicali, Mexico, respectively.

lease facilities in Irvine, California and Mexicali, Mexico.

of November 30, 2025, we had approximately 22,000 square feet of floor space at our corporate headquarters at 17571 Von Karman Avenue

in Irvine, California.

This facility includes administration, research and development, certain manufacturing, shipping and inventory

The lease for its headquarters expires in August 2026.

We have the option to extend the lease for an additional five-year

The lease for our 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 .

November 2016, Biomerica de Mexico, our Mexican subsidiary entered into a 10 -year lease for approximately 8,100 square

feet of manufacturing space.

November 2016, Biomerica de Mexico, our Mexican subsidiary, entered into a 10 -year lease for approximately 8,100 square feet of manufacturing

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.

addition, BioEurope GmbH leases a small office in Lindau, Germany on a month-to-month basis, as headquarters for BioEurope GmbH, our

Germany subsidiary.

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

following table presents information on our operating leases for the three months ended August 31, 2025 and 2024:

Biomerica de Mexico also leases a smaller unit on a

month-to-month basis for use in one manufacturing process.

addition, we lease a small office in Lindau, Germany on a month-to-month basis, as headquarters for BioEurope GmbH, our Germany subsidiary.

purposes of determining straight-line rent expense, the lease term is calculated from the date we first take 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 loss when they are incurred.

following table presents information on our operating leases for the three and six months ended November 30, 2025 and 2024:

SCHEDULE OF OPERATING LEASES

Three Months Ended August 31,

Three Months Ended November 30,

Six Months Ended November 30,

Operating lease cost

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Total lease cost

approximate maturity of lease liabilities as of August 31, 2025 are as follows:

approximate maturity of lease liabilities as of November 30, 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)

Total minimum future lease payments

Ending November 30:

(excluding the six months ended November 30, 2025)

minimum future lease payments

imputed interest

Total operating lease liabilities

following table summarizes the our other supplemental lease information for the three months ended August 31, 2025 and

operating lease liabilities

following table summarizes our other supplemental lease information for the six months ended November 30, 2025 and 2024:

SCHEDULE OF OTHER SUPPLEMENTAL LEASE INFORMATION

Three Months Ended August 31,

Six Months Ended November 30,

Cash paid for operating lease liabilities

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Weighted-average discount rate

Company also has various insignificant leases for office equipment.

also have various insignificant leases for office equipment.

COMMITMENTS AND CONTINGENCIES

We are, from time to time, involved in legal proceedings, claims, and litigation arising in the ordinary course of business.

the amounts claimed may be substantial, the ultimate liability cannot presently be determined because of considerable uncertainties that

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

were no legal proceedings pending as of August 31, 2025.

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.

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.

were no material legal proceedings pending as of November 30, 2025.

SUBSEQUENT EVENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements