What changed in this filing

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Item 1. Financial Statements

2026-04-13 compared with 2026-01-14 · 452 added, 374 removed, 366 unchanged (69% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

November 30, 2025

February 28, 2026

Current Assets:

5 unchanged sentences

Property and equipment, net of accumulated depreciation and amortization

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

Right-of-use assets, net of accumulated amortization of $ 1,473,000 and $ 1,223,000 as of February 28, 2026 and May 31, 2025, respectively

Intangible assets, net of accumulated amortization of $ 85,000 and $ 69,000 as of February 28, 2026 and May 31, 2025, respectively

Liabilities and Shareholders’ Equity

2 unchanged sentences

Accrued compensation

Advances from customers

Advance from customers

Lease liabilities, current portion

4 unchanged sentences

Shareholders’ Equity:

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, 2,947,966 and 2,546,216 issued and outstanding at November 30, 2025 and May 31, 2025, respectively

Preferred stock, Series A 5% convertible, $ 0.08 par value, 571,429 shares authorized, none issued and outstanding as of February 28, 2026 and May 31, 2025

Preferred stock, undesignated, no par value, 4,428,571 shares authorized, none issued and outstanding as of February 28, 2026 and May 31, 2025

Preferred stock

Common stock, $ 0.08 par value, 25,000,000 shares authorized, 3,029,444 and 2,546,216 issued and outstanding at February 28, 2026 and May 31, 2025, respectively

Additional paid-in capital

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

For the Three Months Ended November 30,

For the Six Months Ended November 30,

CONSOLIDATED STATEMENTS OF OPERATIONS

COMPREHENSIVE LOSS (UNAUDITED)

For the Three Months Ended February 28,

For the Nine Months Ended February 28,

Cost of sales

3 unchanged sentences

( 3,820,000 )

Gross profit (loss)

Operating expenses:

6 unchanged sentences

( 3,787,000 )

( 3,573,000 )

Other income:

Dividend, interest, and other income

Total other income

Dividend, interest, and other income (loss)

Total other income (loss)

Loss before income taxes

2 unchanged sentences

( 2,613,000 )

Provision for income taxes

( 3,433,000 )

(Provision) benefit for income taxes

$ ( 1,312,000 )

1 unchanged sentence

$ ( 2,630,000 )

$ ( 3,429,000 )

Basic net loss per common share

15 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

the Three and Six Months Ended November 30, 2024

Comprehensive

Stockholders’

the Nine Months Ended February 28, 2026

Accumulated Other Comprehensive

Stockholder’s

Balances at May 31, 2025

2 unchanged sentences

Foreign currency translation

Net proceeds from sales of common stock

Share-based compensation

( 1,316,000 )

Balances at August 31, 2025

3 unchanged sentences

Share-based compensation

( 1,320,000 )

Balances at November 30, 2025

( 54,486,000 )

Net proceeds from sales of common stock

Share-based compensation

( 1,312,000 )

the Three and Six Months Ended November 30, 2025

Comprehensive

( 1,312,000 )

Balances at February 28, 2026

$ ( 103,000 )

$ ( 55,798,000 )

For the Nine Months Ended

February 28, 2025

Accumulated Other Comprehensive

Stockholder’s

3 unchanged sentences

Foreign currency translation

Net proceeds from sales of common stock

Share-based compensation

( 1,316,000 )

Balances at August 31, 2024

( 49,511,000 )

Foreign currency translation

Net proceeds from sales of common stock

Share-based compensation

Balances at November 30, 2024

( 50,461,000 )

Foreign currency translation

Net proceeds from sales of common stock

Exercise of stock options

Share-based compensation

4 unchanged sentences

( 1,163,000 )

Balances at November 30, 2025

Balances at February 28, 2025

$ ( 113,000 )

5 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended November 30,

For the Nine Months Ended February 28,

Cash flows from operating activities:

6 unchanged sentences

Share-based compensation

Amortization of right-of-use asset

Amortization of right-of-use assets

Changes in assets and liabilities:

3 unchanged sentences

Accrued compensation

Advances from customers

Advance from customers

Reduction in lease liabilities

3 unchanged sentences

Cash flows from investing activities:

Expenditures related to intangibles

Expenditures related to intangible assets

Net cash used in investing activities

3 unchanged sentences

Deferred offering costs

Proceeds from exercise of stock options

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net increase (decrease) in cash and cash equivalents

Net decrease in cash and cash equivalents

( 1,063,000 )

( 1,112,000 )

Cash and cash equivalents at beginning of period

4 unchanged sentences

Deferred offering costs

Stock issuance receivable

accompanying notes are an integral part of these statements.

2 unchanged sentences

BASIS OF PRESENTATION

( “ 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.

(“Biomerica,” “us,” “we,” “our,” or 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”).

These products are directed at chronic inflammatory illnesses that are widespread, common, and address very large

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.

Foods identified as

causing an abnormal immune response (i.e., a positive result) are removed from the patient’s 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.

clinical laboratories and point-of-care (physicians’

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

countries for diagnostic use, with some approved 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

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 U.S.

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 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.

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 U.S.

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 and nine months ended February 28, 2026 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.

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

SIGNIFICANT ACCOUNTING POLICIES

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condensed consolidated financial statements include the accounts of Biomerica, Inc.

and its wholly-owned subsidiaries Biomerica de Mexico

and BioEurope GmbH.

and its wholly owned subsidiaries, BioEurope GmbH

and Biomerica de Mexico.

All significant intercompany accounts and transactions have been eliminated in consolidation.

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in that they require subjective or complex judgments, form the basis for the accounting policies deemed to be most critical to us.

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

relate to revenue recognition, provision for expected credit losses on accounts receivable, inventory overhead application, inventory

reserves, 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 the Management’s Discussion and Analysis of Financial Condition and Results of

Operations of this Quarterly Report on Form 10-Q.

AND METHODS OF DISTRIBUTION

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.

majority of our revenues come from the sale of products we manufacture in the United States and Mexico, with certain raw materials

sourced from the United States, 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, based in Germany, who has over 20 years of experience in diagnostics and life sciences.

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 are also pursuing new opportunities through the addition of distributors and product lines in these regions.

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

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 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

have incurred net losses and negative cash flows from operations and have an accumulated deficit of approximately $ 55,798,000

as of February 28, 2026.

As of February 28, 2026, we had cash

and cash equivalents of approximately $ 1,336,000

and working capital of approximately $ 2,562,000 .

31, 2025, we had cash and cash equivalents of approximately $ 3,058,000 and working capital of approximately $ 3,135,000 .

We continue to

experience recurring losses and negative cash flows from operations.

Based on our current operating plan, we believe that our existing

cash and cash equivalents will be insufficient to fund our operations and meet our obligations for the next twelve months from the issuance

date of these financial statements .

September 28, 2023, we filed a “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 $ 20,000,000 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.

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”).

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

the nine months ended February 28, 2026, we sold 414,633 shares of our common stock at prices ranging from $ 2.42 to $ 4.02 pursuant to

the 2024 ATM Offering, which resulted in gross proceeds of approximately $ 1,495,000 and net proceeds to us of $ 1,455,000 after deducting

commissions for each sale and legal, accounting, and other fees related to offering in the amount of $ 40,000 .

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;

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.

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:

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 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.

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

ability to retain key employees and maintain critical operations;

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

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 April 2027 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 sustaining operations through the next year and beyond, we are actively pursuing strategies to

increase sales, reduce expenses, sell non-core assets, seek additional financing through debt or equity issuance, and seek other

strategic alternatives.

If we are unable to generate sufficient cash flows from operations or obtain additional financing, we may be

required to delay or reduce certain operating activities and expenditures.

we are committed to these plans, there can be no assurance that these efforts will be successful or sufficient to meet our near-term

capital requirements, or to enable the Company to continue as a going concern.

condensed consolidated financial statements as of February 28, 2026, 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.

Our continuance as a going concern is dependent upon our ability to obtain additional operating capital and achieve revenues and attain

profitability.

We intend to finance our future development activities and our working capital needs primarily from the sale of equity

and debt securities, combined with additional funding from other sources.

However, there can be no assurance that future funding will

be available to us when needed on terms that are acceptable to us, or at all or that we will be successful in these endeavors.

CONCENTRATION

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uninsured balances.

We do not believe we are exposed to any significant credit risks.

We do not believe we are exposed to any significant credit risk.

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 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.

We perform ongoing credit evaluations

of our customers and require accelerated prepayment in certain circumstances.

net sales were approximately $ 987,000 and $ 1,119,000 for the three months ended February 28, 2026, and 2025, respectively, and approximately

$ 3,578,000 and $ 4,562,000 for the nine months ended February 28, 2026 and 2025, respectively.

the three months ended February 28, 2026, we had three key customers located in Asia, the Middle East, and the United States, which accounted

for 50 % of net consolidated sales.

For the three months ended February 28, 2025, we had three key customers located in the United States,

the Middle East, and Asia, which accounted for 61 % of net consolidated sales.

For the nine months ended February 28, 2026, we had one

key customer located in Asia that accounted for 36 % of net consolidated sales.

For the nine months ended February 28, 2025, we had one

key customer located in Asia that accounted for 35 % of net consolidated sales.

of February 28, 2026 and May 31, 2025, total gross receivables were approximately $ 978,000 and $ 757,000 , respectively.

As of those dates,

we had three and four key customers, respectively, located in Asia, the Middle East, the United States, and Europe, which accounted for 51 %

and 69 % of gross accounts receivable, respectively.

the three months ended February 28, 2026, we had two key vendors that accounted for 36 % of 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.

months ended February 28, 2025, we had two key vendors that accounted for 39 % of purchases of raw materials.

For the nine months ended

February 28, 2026, no vendor accounted for 10 % or more of total raw material purchases.

For the nine months ended February 28, 2025,

one vendor accounted for 11 % of purchases of raw materials.

of February 28, 2026 and May 31, 2025, we had one key vendor which accounted for 10 % and 20 % respectively, of accounts payable.

AND CASH EQUIVALENTS

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International accounts are usually required to prepay until they establish

a history with us and at that time, they are extended credit at levels.

a history with us, at which time they may be extended credit.

Our designated officers and managers apply various criteria to establish

initial credit levels for individual distributors.

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

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

adopted Accounting Standards Update (“ASU”) No.

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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.

estimation of expected credit losses, together with current economic and business conditions and reasonable and supportable forecasts

that may impact collectability.

In developing our expected credit loss estimate, we evaluated the appropriate grouping of financial assets

based upon our evaluation of risk characteristics, including consideration of the types of products and services sold.

Account balances

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Occasionally,

certain long-standing customers who routinely place large orders will have unusually large receivable balances relative to the total

certain long-standing customers that routinely place large orders may have receivable balances that are significant relative to 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.

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

Management closely monitors collections on these balances and may require payment of outstanding invoices prior to

shipping new sales orders.

of February 28, 2026 and May 31, 2025, we have established a reserve of approximately $ 37,000 and $ 26,000 , respectively, for credit losses.

EXPENSES AND OTHER

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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)

of February 28, 2026 and May 31, 2025, prepaids were approximately $ 201,000 and $ 255,000 , respectively, 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 method)

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 approximately the following:

In evaluating inventory, management

considers quantities on hand, physical condition, and technical functionality, as these characteristics may be impacted by anticipated

customer demand for existing products and new product introductions.

The inventory reserve is adjusted based on this evaluation, with

a corresponding provision recorded in cost of sales.

Abnormal amounts of idle facility expenses, freight, handling costs, and wasted

materials are recognized as current period charges.

The allocation of fixed production overhead is based on the normal capacity of the

production facilities.

inventories are comprised of approximately the following:

SCHEDULE OF NET INVENTORIES

November 30, 2025

February 28, 2026

Raw materials

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reserve for obsolete inventory.

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

As of February 28, 2026, and May 31, 2025, inventory reserves were approximately $ 398,000 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 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

for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired.

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

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.

and amortization expense related to property and equipment was approximately $ 14,000 and $ 17,000 for the three months ended February

28, 2026 and 2025, respectively, and approximately $ 44,000 and $ 50,000 for the nine months ended February 28, 2026 and 2025, respectively.

assets include trademarks, product rights, technology rights, and patents, and are accounted for in accordance with ASC 350, Intangibles—Goodwill

Intangible assets with indefinite useful lives are not amortized but are tested annually for impairment, or more frequently

if events or changes in circumstances indicate that the asset may be impaired.

assets with finite useful lives are amortized using the straight-line method over their estimated useful lives, not to exceed 18 years

for marketing and distribution rights and 10 years for purchased technology rights.

Patents are amortized over their respective estimated

useful lives, which average approximately 15 years.

Amortization expense was approximately $ 6,000 and $ 5,000 for the three months ended

February 28, 2026, and 2025, respectively.

For the nine months ended February 28, 2026, and February 28, 2025, the expenses were approximately

$ 16,000 and $ 14,000 , 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 carrying value of the asset can be recovered through

projected undiscounted future cash flows over its remaining useful life.

We use a qualitative assessment to evaluate whether impairment

the nine months ended February 28, 2026 and 2025, there were no impairment charges recorded.

have made investments in a privately held Polish distributor, which is primarily engaged in distributing medical products and devices,

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may not be recoverable.

Management reviewed the underlying net assets of our equity method holding as of November 30, 2025 and determined

Management reviewed the underlying net assets of our equity method holding as of February 28, 2026 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

changes in orderly transactions for identical or a similar holding or security of our Cost Method Holdings during the nine months ended

February 28, 2026 and February 28, 2025.

follow the guidance of ASC 718, Share-based Compensation , which requires the use of a 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.

and restricted stock under our 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

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 do not expect to pay them in the foreseeable future.

We have not historically paid

dividends and do not expect to pay dividends in the foreseeable future.

Expected volatilities are based on weighted averages of the historical

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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 average of the sum of the vesting term plus the contract term as historically we had limited exercise activity surrounding such options.

The risk-free rate is based on the U.S.

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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:

following summary presents the options granted, exercised, expired, canceled and outstanding for the nine months ended February 28, 2026:

SUMMARY OF OPTIONS ACTIVITY

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Cancelled or expired

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:

Options Outstanding at February 28, 2026

the three months ended February 28, 2026, we recognized approximately $ 58,000 of share-based compensation expense related to stock options,

compared to approximately $ 91,000 for the three months ended February 28, 2025.

For the nine months ended February 28, 2026, share-based

compensation expense related to stock options was approximately $ 204,000 , compared to approximately $ 323,000 for the nine months ended

February 28, 2025.

following summary presents the restricted stock awards granted, vested, forfeited and outstanding for the nine

months ended February 28, 2026:

SCHEDULE OF RSUs ACTIVITY

Weighted Average

Unvested Restricted Stock Awards at May 31, 2025

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,

Restricted Stock Awards

Weighted Average Grant Date Fair Value

Restricted Stock Awards Outstanding at May 31, 2025

Restricted Stock Awards Outstanding at February 28, 2026

the three months ended February 28, 2026, we recognized approximately $ 76,000 of share-based compensation expense related to restricted stock awards, compared to approximately $ 29,000 for the three months ended February 28, 2025.

the nine months ended February 28, 2026, we recognized approximately $ 181,000 of share-based compensation expense related to restricted stock awards, compared to approximately $ 29,000 for the nine months ended February 28, 2025.

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.

from product sales are recognized at the time the product is shipped, customarily Free on Board (“FOB”) shipping point,

which is when control of the goods transfers and title passes to the customer.

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.

These 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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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.

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

For certain contracts, revenue

is recognized over time as services are performed, measured based on progress toward completion.

of February 28, 2026, we had approximately $ 30,000 in advance from domestic customers, which are prepayments on orders for future shipments.

Disaggregation

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SCHEDULE OF DISAGGREGATION REVENUE

Three Months Ended November 30,

Six Months Ended November 30,

February 28, 2026

February 28, 2025

February 28, 2026

February 28, 2025

Three Months Ended

Nine Months Ended

February 28, 2026

February 28, 2025

February 28, 2026

February 28, 2025

Over-the-counter

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and development costs are expensed as 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,

We recognized approximately $ 178,000

and $ 217,000

of research and development costs during the three months ended February 28, 2026 and February 28, 2025, respectively, and

approximately $ 583,000

and $ 771,000

of research and development costs for the nine months ended February 28, 2026 and February 28, 2025, respectively.

the three months ended February 28, 2026, we had an income tax expense of approximately $ 8,000 .

For the nine months ended February 28,

2026, we had an income tax expense of approximately $ 17,000 .

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.

the three and nine months ended February 28, 2026, 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

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Accordingly, we have established a full valuation

allowance against its deferred tax assets as of November 30, 2025.

allowance against the Company’s net deferred tax assets as of February 28, 2026.

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.

nine months ended February 28, 2026, 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

$ 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

For the three months ended February 28,

2026, and February 28, 2025, advertising costs were approximately $ 8,000 and $ 4,000 , respectively.

For the nine months ended February

28, 2026, and February 28, 2025, advertising costs were approximately $ 25,000 and $ 30,000 , respectively.

CURRENCY TRANSLATION

de Mexico, our subsidiary in Mexico, operates primarily using the Mexican peso.

BioEurope GmbH, the subsidiary located in Germany,

de Mexico, our subsidiary located in Mexico, operates primarily using the Mexican peso.

BioEurope GmbH, our 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 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.

dollar, with an immaterial amount of transactions occurring in Euros.

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 loss for the three and nine months ended February 28, 2026 and February 28, 2025.

ASSETS AND LEASE LIABILITIES

February 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update which requires

lessees to recognize most lease liabilities 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.

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.

We lease 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

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

securities using the treasury stock method.

The total amount of anti-dilutive stock options not included in the loss per share calculation

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

per share reflects the potential dilution that could occur from common shares issuable upon the vesting of restricted stock awards and

from the exercise of stock options, warrants and other convertible securities using the treasury stock method.

The following potentially dilutive securities were excluded from the calculation of diluted loss per share because their effect would

have been anti-dilutive:

options of 444,895 and 417,983 as of February 28, 2026 and 2025, respectively;

stock awards of 223,905 and 97,500 as of February 28, 2026 and 2025, respectively.

define our segments on the basis in which internally reported financial information is reviewed by the Chief Operating Decision Maker

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Our CODM is the Chief Executive Officer.

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

reportable segment product sales, net and net loss during the three and nine months ended February 28, 2026 and 2025 consisted of the

SCHEDULE OF SEGMENT REPORTING

For the Three Months Ended November 30,

For the Six Months Ended November 30,

For the Three

Months Ended February 28,

Cost of sales

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( 3,820,000 )

Gross profit (loss)

Operating expenses:

Sales and marketing expense

General and administrative expense

Research and development expense

Total operating expense

Sales and marketing

General and administrative

Research and development

Total operating expenses

Loss from operations

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( 3,787,000 )

( 3,573,000 )

Other income:

Dividend, interest, and other income

Total other income

Dividend, interest, and other income (loss)

Total other income (loss)

Loss before income taxes

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( 2,613,000 )

Provision for income taxes

( 3,433,000 )

(Provision) benefit for income taxes

$ ( 1,312,000 )

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$ ( 2,630,000 )

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.

$ ( 3,429,000 )

interest, and other income (loss) for the nine months ended February 28, 2026, 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”).

We account 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

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on our present or future consolidated financial statements.

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

Taxes (Topic 740):

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.

ASU 2023-09 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.

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

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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.

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

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.

December 2025, the FASB issued Update ASU 2025-11, “Interim Reporting (Topic 270):

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.

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

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.

September 28, 2023, we filed the Shelf Registration allowing us to issue up to $ 20,000,000

of equity value in shares of 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.

This prospectus supplement was intended to facilitate the sale

of up to $ 5,500,000

in common stock through the 2024 ATM Offering.

the nine months ended February 28, 2026, we sold 414,633

shares of our common stock at prices ranging from $ 2.42

pursuant to the 2024 ATM Offering, which resulted in gross proceeds of approximately $ 1,495,000

and net proceeds to us of $ 1,455,000

after deducting commissions for each sale and legal, accounting, and other fees related to the offering in the amount of $ 32,000 ,

as well as $ 8,000

of previously capitalized deferred offering costs.

GEOGRAPHIC INFORMATION

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SCHEDULE OF GEOGRAPHIC INFORMATION

Three Months Ended November 30,

Six Months Ended November 30,

For the Three Month Ending February 28,

For the Nine Month Ending February 28,

Revenues from sales to unaffiliated customers:

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South America

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

of February 28, 2026, and May 31, 2025, approximately $ 484,000 and $ 483,000 of our gross inventory was located in Mexicali, Mexico, respectively.

of February 28, 2026, 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

of February 28, 2026, we had approximately 22,000 square feet of floor space at the Company’s corporate headquarters at 17571 Von Karman Avenue

in Irvine, California.

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The lease for our headquarters expires in August 2026.

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

As of the date of this filing, we are evaluating our options, including

potential renewal or relocation, and no final decision has been made.

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

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

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 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.

This lease includes one 10-year option to renew at the end of the initial lease term.

Biomerica de Mexico also leases a smaller

unit on a month-to-month basis for use in one manufacturing process.

As of the date of this filing, we are evaluating our options, including potential renewal or relocation, and no final

decision has been made.

addition, we lease a small office in Lindau, Germany on a month-to-month basis, which serves as the headquarters of BioEurope GmbH, our

German 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.

including any periods of free rent and any renewal option periods that we are reasonably certain to exercise.

Our office and equipment

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Additionally, under these lease arrangements, we may be required to pay directly, or reimburse the

lessors, for some maintenance and operating costs.

lessors, for certain 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:

of the right-of-use asset and related lease liabilities but are instead recognized as variable lease expense in the condensed consolidated

statements of operations and comprehensive loss when they are incurred.

following table presents information on our operating leases for the three months and nine months ended February 28, 2026 and February

SCHEDULE OF OPERATING LEASES

Three Months Ended November 30,

Six Months Ended November 30,

February 28, 2026

February 28, 2025

February 28, 2026

February 28, 2025

Three Months Ended

Nine Months Ended

February 28, 2026

February 28, 2025

February 28, 2026

February 28, 2025

Operating lease cost

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Total lease cost

approximate maturity of lease liabilities as of November 30, 2025 are as follows:

approximate maturity of lease liabilities as of February 28, 2026 are as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Ending November 30:

(excluding the six months ended November 30, 2025)

minimum future lease payments

Year Ending February 28:

Operating Leases

Total minimum future lease payments

imputed interest

operating lease liabilities

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

Total operating lease liabilities

following table summarizes our other supplemental lease information for the nine months ended February 28, 2026 and February 28, 2025:

SCHEDULE OF OTHER SUPPLEMENTAL LEASE INFORMATION

Six Months Ended November 30,

February 28, 2026

February 28, 2025

Nine Months Ended

February 28, 2026

February 28, 2025

Cash paid for operating lease liabilities

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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.

were no material legal proceedings pending as of February 28, 2026.

SUBSEQUENT EVENTS

Subsequent to February 28, 2026, the Company issued an aggregate of 60,825 shares of its common stock.

As a result, the number of shares

of the Company’s common stock outstanding was 3,090,269 as of April 13, 2026.

These issuances are reflected in the number of shares

outstanding disclosed on the cover page of this Quarterly Report on Form 10-Q but are not reflected in the accompanying condensed consolidated

financial statements.

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