What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-08-29 compared with 2024-08-28 · 624 added, 602 removed, 490 unchanged (71% of the section changed)

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Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this report.

Our management recognizes

that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their

objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management

recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving

their objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and

The disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives.

CFO concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of May 31, 2024.

that evaluation the CEO and CFO concluded that information required to be disclosed in the reports that we file and submit under the

Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and

and (2) accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate, to allow timely

decisions regarding required disclosure.

Our CEO and CFO concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of May 31, 2025.

Based on that evaluation the CEO and CFO concluded that information required to be disclosed in the reports that we file and submit under

the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules

and (2) accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate, to allow

timely decisions regarding required disclosure.

management, including the CEO and CFO concluded that, as of May 31, 2025, the Company’s internal control over financial reporting

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OTHER INFORMATION.

August 28, 2024, the Company entered into an employment agreement with their Chief Financial Officer, Mr.

Gary Lu, wherein if Mr.

is terminated by the Company without cause, or if Mr.

Lu voluntarily terminates his employment with the Company with cause, then the

Company will be required to pay Mr.

Lu a severance payment equal to twelve months of base salary.

The definition of “cause”

for each type of termination is found in the agreement, along with other material terms.

This agreement is attached hereto as Exhibit

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The table below provides information relating to our equity compensation plans as of May 31, 2024:

Securities Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options

Compensation Plans Weighted-Average Exercise Price of Outstanding Options

Securities Remaining Available for Future Issuance Under Compensation Plans

Equity Compensation Plans Approved by Securities Holders

information required by this item will be disclosed in the Proxy Statement and is incorporated herein by reference.

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Financial Statements

is made to the Index to the consolidated financial statements as set forth on page FS-1 of this Annual Report on Form

is made to the Index to the consolidated financial statements set forth on page FS-1 of this Annual Report on Form 10-K.

Financial Statement Schedules

schedules have been omitted as the pertinent information is either not required, not applicable,

or otherwise included in the financial statements and notes thereto.

First Amended and Restated Certificate of Incorporation of Registrant filed with the Secretary of State of Delaware on August 1, 2000 (incorporated by reference to Exhibit 3.8 filed with the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended May 31, 2000).

Amended and Restated Bylaws, as adopted on July 24, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed July 26, 2023).

Specimen Stock Certificate of Common Stock of Registrant (incorporated by reference to Exhibit 4.1 filed with Registrant’s Registration Statement on Form SB-2, Commission No.

schedules have been omitted as the pertinent information is either not required, not applicable, or otherwise included in the financial

statements and notes thereto.

Amended and Restated Certificate of Incorporation of Registrant filed with the Secretary of State of Delaware on August 1, 2000 (incorporated

by reference to Exhibit 3.8 filed with the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended May 31, 2000).

and Restated Bylaws, as adopted on July 24, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed

July 26, 2023).

Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation

Stock Certificate of Common Stock of Registrant (incorporated by reference to Exhibit 4.1 filed with Registrant’s Registration

Statement on Form SB-2, Commission No.

333-87231 filed on September 16, 1999).

Description of Capital Stock.

Standard Industrial/Commercial Single-Tenant Lease, dated June 18, 2009, by and between Registrant and CNH, LLC for 17571 Von Karman Avenue, Irvine, CA 92614 (incorporated by reference to Exhibit 10.1 of the Company’s August 31, 2009 Form 10-Q filed October 16, 2009).

2014 Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 29, 2014).

2017 Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 28, 2017).

2020 Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 25, 2020).

Industrial/Commercial Single-Tenant Lease, dated June 18, 2009, by and between Registrant and CNH, LLC for 17571 Von Karman Avenue,

Irvine, CA 92614 (incorporated by reference to Exhibit 10.1 of the Company’s August 31, 2009 Form 10-Q filed October 16, 2009).

Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed

with the Securities and Exchange Commission on September 29, 2014).

Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed

with the Securities and Exchange Commission on September 28, 2017).

Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed

with the Securities and Exchange Commission on September 25, 2020).

Form of Executive Stock Option Agreement (attached herein).

Employment Agreement, dated March 1, 2023, by and between Biomerica, Inc.

2023 Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 27, 2023 ).

Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed

with the Securities and Exchange Commission on September 27, 2023 ).

Employment Agreement dated August 28, 2024 by and between Biomerica Inc.

Employment Agreement dated January 13, 2025 by and between Biomerica Inc.

and Zackary S.

Employment Agreement dated January 13, 2025 by and between Biomerica Inc.

and Allen Barbieri

List of Subsidiaries (attached herein).

Consent of Independent Registered Public Accounting Firm (Haskell & White LLP) .

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended .

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended .

Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended .

of Independent Registered Public Accounting Firm (Haskell & White LLP).

Certification

of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act, adopted pursuant to Section 302 of the Sarbanes-Oxley

Act of 2002, as amended.

Certification

of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act, adopted pursuant to Section 302 of the Sarbanes-Oxley

Act of 2002, as amended.

Certification

of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,

Certification

of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,

XBRL Instance Document.

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by the undersigned, thereunto duly authorized.

BIOMERICA, INC.

Executive Officer

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August 29, 2025

Catherine Coste, CPA

Eric Chin, CPA

August 29, 2025

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FINANCIAL STATEMENTS

Consolidated Balance Sheets as of May 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended May 31, 2024 and 2023

Consolidated Statements of Shareholders’ Equity for the Years Ended May 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended May 31, 2024 and 2023

Notes to Consolidated Financial Statements

Balance Sheets as of May 31, 2025 and 2024

Statements of Operations and Comprehensive Loss for the Years Ended May 31, 2025 and 2024

Statements of Shareholders’ Equity for the Years Ended May 31, 2025 and 2024

Statements of Cash Flows for the Years Ended May 31, 2025 and 2024

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as

a going concern.

As described in Note 2 to the consolidated financial statements, the Company has experienced recurring losses and negative

cash flows from operations and has an accumulated deficit and limited liquid resources.

These matters raise substantial doubt about the

Company’s ability to continue as a going concern.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2 to the consolidated financial statements, the Company has experienced recurring losses and negative cash flows from operations

and has an accumulated deficit and limited liquid resources.

These matters raise substantial doubt about the Company’s ability

to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility

is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm

registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

The consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

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We believe that our audits provide a reasonable basis for our opinion.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)

critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that

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Audit Matter Description

As described in Note 2 to the Company’s consolidated financial statements, the Company values inventory at

the lower of cost or net realizable value with cost inclusive of estimates for reasonable allocations of labor and overhead costs.

management periodically reviews inventory for excess quantities and obsolescence.

described in Note 2 to the Company’s consolidated financial statements, the Company values inventory at the lower of cost or

net realizable value with cost inclusive of estimates for reasonable allocations of labor and overhead costs.

Also, 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.

Auditing the Company’s estimates for capitalized labor and overhead was challenging due to the extensive use of estimates

throughout this process, including the amount of labor and overhead costs allocable to inventory production and the specific amount of

labor and overhead costs allocable to ending inventory quantities.

Auditing the Company’s estimates for slow-moving and obsolete

inventories was challenging due to the inherently judgmental nature of forecasting future sales and usage of a significant number of diverse

inventory items.

and technical functionality as these may be impacted by customer demand for current products and new product introductions.

the Company’s estimates for capitalized labor and overhead was challenging due to the extensive use of estimates throughout

this process, including the amount of labor and overhead costs allocable to inventory production and the amount of labor and

overhead costs allocable to specific ending inventory product quantities.

Auditing the Company’s estimates for slow-moving and

obsolete inventories was challenging due to the inherently judgmental nature of forecasting future sales and usage of a significant

number of diverse inventory items.

the Critical Audit Matter Was Addressed in the Audit

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we obtained an understanding of key internal controls and assessed their overall appropriateness;

Tested the reasonableness of the production labor and overhead cost pools and the reasonableness of inventory quantities

we recalculated the allocable labor and overhead rate per unit produced;

we recalculated the amount of capitalized labor and

overhead based on quantities on hand at the end of the fiscal year;

we performed sensitivity analyses to determine the impact of adjustments

to management’s estimates;

Tested the accuracy of key data inputs that are the primary drivers for determining the quantitative inventory reserves;

these inputs included inventory quantities on hand, approximate age of the inventory quantities, and estimated inventory reserve percentages.

/s/ Haskell & White LLP

the reasonableness of the production labor and overhead cost pools and the reasonableness of inventory quantities produced;

recalculated the allocable labor and overhead rate per unit produced;

we recalculated the amount of capitalized labor and overhead

based on specific product quantities on hand at the end of the fiscal year;

we performed sensitivity analyses to determine the

impact of adjustments to management’s estimates;

the accuracy of key data inputs that are the primary drivers for determining the quantitative inventory reserves;

these inputs included

inventory quantities on hand, approximate age of the inventory quantities, and estimated inventory reserve percentages;

we evaluated management’s qualitative analysis of specific inventory product reserves to the extent it differed

from the results of management’s quantitative analysis.

Haskell & White LLP

have served as the Company’s auditor since 2022.

August 28, 2024

AND SUBSIDIARIES

BALANCE SHEETS

and cash equivalents

receivable, net

expenses and other

current assets

Cash and cash equivalents

Accounts receivable, net

Inventories, net

Prepaid expenses and other

Total current assets

Property and equipment, net of accumulated depreciation and amortization

Right-of-use assets, net of accumulated amortization of $ 910,000 and $ 617,000 as of May 31, 2024 and 2023, respectively

Intangible assets, net of accumulated amortization of $ 48,000 and $ 30,000 as of May 31, 2024 and 2023, respectively

Liabilities and Shareholders’ Equity

and equipment, net of accumulated depreciation and amortization

assets, net of accumulated amortization of $ 1,223,000

and $ 910,000

as of May 31, 2025 and 2024, respectively

assets, net of accumulated amortization of $ 69,000

as of May 31, 2025 and 2024, respectively

and Shareholders’ Equity

payable and accrued expenses

from customers

liabilities, current portion

current liabilities

Accounts payable and accrued expenses

Accrued compensation

Advances from customers

Lease liabilities, current portion

Total current liabilities

Lease liabilities, net of current portion

Total Liabilities

Commitments and contingencies (Note 9)

Shareholders’ Equity:

Preferred stock, Series A 5% convertible, $ 0.08 par value, 571,429 shares

authorized, none issued and outstanding as of May 31, 2024 and 2023

Preferred stock, undesignated, no par value, 4,428,571 shares authorized, none issued and outstanding as of May 31, 2024 and

Common stock, $ 0.08 par value, 25,000,000 shares authorized, 16,821,646 issued and outstanding at May 31, 2024 and 2023, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

liabilities, net of current portion

and contingencies (Note 9)

Shareholders’

stock, Series A 5% convertible, $ 0.08

par value, 571,429

shares authorized, none

issued and outstanding as of May 31, 2025 and 2024

stock, undesignated, no

par value, 4,428,571

shares authorized, none

issued and outstanding as of May 31, 2025 and 2024

stock, $ 0.08 par

value, 3,125,000 shares

authorized, 2,546,216 and

2,103,154 issued

and outstanding at May 31, 2025 and May 31, 2024, respectively

paid-in capital

other comprehensive loss

( 53,168,000 )

( 48,195,000 )

Total Shareholders’ Equity

Total Liabilities and Shareholders’ Equity

Shareholders’ Equity

Liabilities and Shareholders’ Equity

accompanying notes to consolidated financial statements and Report of Independent Registered Public Accounting Firm.

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STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Year Ended May 31,

Cost of sales

the Year Ended May 31,

( 4,813,000 )

( 4,804,000 )

Operating expenses:

Selling, general and administrative

Research and development

Total operating expense

Loss from operations

general and administrative

and development

operating expense

from operations

( 5,137,000 )

( 6,367,000 )

Other income:

Dividend and interest income

Total other income

Loss before income taxes

and interest income

before income taxes

( 4,972,000 )

( 5,936,000 )

Provision for income taxes

for income taxes

$ ( 4,973,000 )

$ ( 5,978,000 )

Basic net loss per common share

Diluted net loss per common share

Weighted average number of common and common equivalent shares:

net loss per common share

Weighted average

number of common and common equivalent shares:

$ ( 4,973,000 )

$ ( 5,978,000 )

Other comprehensive loss, net of tax:

Foreign currency translation

Comprehensive loss

comprehensive loss, net of tax:

currency translation

Comprehensive

$ ( 4,976,000 )

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the Year Ended May 31, 2025

Additional Paid-in

Accumulated Other Comprehensive

Total Stockholders’

Balances at May 31, 2022

Other Comprehensive

Stockholders’

at May 31, 2023

$ ( 110,000 )

Exercise of stock options

Net proceeds from ATM

Shares issued in connection with public offering

Foreign currency translation

Compensation expense in connection with options granted

$ ( 42,217,000 )

currency translation

( 5,978,000 )

Balances at May 31, 2023

( 5,978,000 )

at May 31, 2024

( 48,195,000 )

Foreign currency translation

Compensation expense in connection with options granted

( 48,195,000 )

currency translation

proceeds from ATM

of stock options

( 4,973,000 )

Balances at May 31, 2024

( 4,973,000 )

at May 31, 2025

$ ( 105,000 )

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$ ( 105,000 )

$ ( 53,168,000 )

accompanying notes to consolidated financial statements and Report of Independent Registered Public Accounting Firm.

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STATEMENTS OF CASH FLOWS

For the Year Ended May 31

Cash flows from operating activities:

the Year Ended May 31

flows from operating activities:

$ ( 4,973,000 )

$ ( 5,978,000 )

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

Depreciation and amortization

(Recovery) provision for allowance for credit losses

Inventory reserve

Share-based compensation

Amortization of right-of-use asset

Changes in assets and liabilities:

Accounts receivable

Prepaid expenses and other

Accounts payable and accrued expenses

Accrued compensation

Advances from customers

Reduction in lease liabilities

Net cash used in operating activities

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

and amortization

(recovery) for allowance for credit losses

(recovery) for inventory reserves

of right-of-use asset

in assets and liabilities:

expenses and other

payable and accrued expenses

from customers

in lease liabilities

cash used in operating activities

( 3,841,000 )

( 5,361,000 )

Cash flows from investing activities:

Purchases of property and equipment

Expenditures related to intangibles

Net cash used in investing activities

Cash flows from financing activities:

Gross proceeds from sale of common stock

Deferred offering costs

Costs from sale of common stock

Proceeds from exercise of stock options

Net cash (used in) provided by financing activities

Effect of exchange rate changes in cash

Net (decrease) increase in cash and cash equivalents

flows from investing activities:

of property and equipment

related to intangibles

cash used in investing activities

flows from financing activities:

proceeds from sale of common stock

offering costs

from sale of common stock

from exercise of stock options

cash provided by (used in) financing activities

of exchange rate changes in cash

decrease in cash and cash equivalents

( 1,770,000 )

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Supplemental Disclosure of Cash Flow Information:

Cash paid during the period for:

Non-cash investing and financing activities:

Write off of fixed assets, cost

Write off of fixed assets, accumulated depreciation

Write off of intangible assets, cost

Write off of intangible assets, accumulated amortization

( 5,549,000 )

and cash equivalents at beginning of year

and cash equivalents at end of year

Disclosure of Cash Flow Information:

paid during the year for:

investing and financing activities:

Offering Costs

accompanying notes to consolidated financial statements and Report of Independent Registered Public Accounting Firm.

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ENDED MAY 31, 2025 AND 2024

and its subsidiaries (which includes wholly-owned subsidiaries, Biomerica de Mexico and BioEurope GmbH) is a biomedical technology

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’

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conditions and diseases.

Our diagnostic test kits are used to analyze blood, urine, nasal, or fecal material from patients in the diagnosis

of various diseases, food intolerances and other medical complications, or to measure the level of specific hormones, antibodies, antigens,

or other substances, which may exist in the human body in extremely small concentrations.

The Company’s products are designed to

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

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.

Company’s 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

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inflammatory diseases.

These products are directed at chronic inflammatory illnesses that are widespread and common, and as such address

very large markets.

Our inFoods ® IBS product uses a simple blood sample and is designed to identify patient-specific foods

that, when removed from the diet, may alleviate IBS symptoms such as pain, bloating, diarrhea, and constipation.

Instead of broad and

difficult to manage dietary restrictions, the inFoods ® IBS product works by identifying specific foods that may be causing

an abnormally high immune response in the patient.

A food identified as positive, which is causing the abnormal immune response in the

patient, is simply removed from the diet to help alleviate IBS symptoms.

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:

1) clinical laboratories and 2) point-of-care (physicians’

offices and over-the-counter drugstores like Walmart and CVS Pharmacy).

The diagnostic test kits are used to analyze blood, urine, nasal,

or fecal specimens from patients in the diagnosis of various diseases, food intolerances, and other medical complications, by measuring

or detecting the existence and/or level of specific bacteria, hormones, antibodies, antigens, or other substances, which may exist in

a patient’s body, stools, or blood, often in extremely small concentrations.

to the global COVID-19 pandemic, in March 2020, we began selling these COVID-19 related diagnostic tests during fiscal 2021, and we experienced

significant revenues from such sales during fiscal 2021 and 2022 with lesser sales in fiscal 2023.

Due to falling demand, there were

no sales of our COVID-19 related products in fiscal 2024.

As such, our COVID-19 product sales caused significant swings in our revenues

over the past 4 years.

other existing products that contributed to our 2024 revenues are primarily focused on gastrointestinal diseases, food intolerances,

and certain esoteric tests.

These diagnostic test products utilize immunoassay technology.

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.

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

offices and over-the-counter).

Most of our products have been granted Conformite Europeenne (“CE”) marked regulatory clearance

for sale throughout Europe, and/or are sold for diagnostic use where they are registered by each country’s regulatory agency.

addition, some products are cleared for sale in the United States by the FDA.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

preparation of our consolidated financial statements in accordance with generally accepted accounting principles in the United States of

America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and

preparation of our consolidated financial statements in accordance with generally accepted accounting principles in the United States

of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, as well as the disclosure of contingent assets and liabilities at the date of the financial statements.

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also impact the reported amounts of revenues and expenses during the reporting period.

Key estimates include the allowance for

doubtful accounts, based on both current and historical practices with customers;

variable consideration in revenue recognition,

estimated based on agreements that include guarantees of specified profit margins, requiring adjustments based on actual sales

performance and market conditions, stock option forfeiture rates, calculated using historical data;

and inventory obsolescence,

where inventory is stated at the lower of cost or net realizable value (NRV) and assessed through judgments based on projected and

historical usage of materials.

The valuation of lease liabilities and right-of-use assets also involves

assumptions such as the borrowing rate at lease commencement and the likelihood of lease extensions.

estimates are critical to our financial reporting, and actual results could materially differ from those

LIQUIDITY AND GOING CONCERN

Company has incurred net losses and negative cash flows from operations and has an accumulated deficit of approximately $ 48 million as

of May 31, 2024.

As of May 31, 2024, the Company had cash and cash equivalents of approximately $ 4,170,000 and working capital of approximately

$ 5,527,000 .

January 22, 2021, the Company filed a prospectus supplement to the base prospectus included in a registration statement filed with the

SEC on July 21, 2020, and declared effective by the SEC on September 30, 2020, for purposes of selling up to $ 15,000,000 in “at-the-market”

offerings, as defined in Rule 415 promulgated under the Securities Act (the “ATM Offering”).

the ATM Offering, the sales agent uses commercially reasonable efforts to sell on the Company’s behalf all the shares requested

to be sold from time to time by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between

the agent and the Company.

The Company has no obligation to sell any shares under the ATM Offering, and may at any time suspend offers

under, or terminate the ATM Offering.

the year ended May 31, 2023, the Company sold 573,889 shares of its common stock at prices ranging from $ 3.15 to $ 4.26 pursuant to the

ATM Agreement, which resulted in gross proceeds of approximately $ 2,014,000 and net proceeds to the Company of $ 1,961,000 , after deducting

commissions for each sale and legal, accounting, and other fees related to offering in the amount of $ 53,000 .

March 7, 2023, the Company sold 3,333,333 shares of common stock in a firm commitment public offering at a gross sales price of $ 2.40

per share, with net total proceeds, after deducting issuance fees and expenses of $ 700,000 , of approximately $ 7,300,000 .

of this public offering, the Company terminated the ATM offering agreement.

September 28, 2023, we filed a “shelf” registration statement on Form S-3 with the SEC, allowing the Company to issue up

to $ 20,000,000 in

common shares.

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, the Company filed a prospectus supplement with the SEC, as part of the registration statement

filed on September 28, 2023, which was declared effective on September 29, 2023.

This supplement was intended 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.

As part of this transaction, the Company

incurred $ 81,000 in

deferred offering costs.

The amount of capital that we can raise under the ATM offering is highly dependent upon the trading

volume and the trading price of our stock.

The average trading volume of our stock over the last three full calendar months is

approximately 229,000 shares per day and the high and low trading price of our stock during the same period of time was $1.25 and

Key estimates include the allowance for doubtful

accounts, based on both current and historical practices with customers;

variable consideration in revenue recognition, estimated based

on agreements that include guarantees of specified profit margins, requiring adjustments based on actual sales performance and market

conditions, stock option forfeiture rates, calculated using historical data;

and inventory obsolescence, where inventory is stated at

the lower of cost or net realizable value (NRV) and assessed through judgments based on projected and historical usage of materials.

The valuation of lease liabilities and right-of-use assets also involves assumptions such as the borrowing rate at lease commencement

and the likelihood of lease extensions.

estimates are critical to our financial reporting, and actual results could materially differ from those estimates.

REVERSE STOCK SPLIT

Effective April 21, 2025 (the “Effective Date”),

the Company’s board of directors approved a one-for-eight reverse stock split of the Company’s

outstanding shares of common stock (the “Reverse Stock Split”).

Each 8 shares of the common stock of the Company, par value

of $0.08 per share, issued and outstanding immediately prior to the Reverse Stock Split automatically reclassified, combined, converted

and changed into one fully paid and non-assessable share of common stock.

Beginning with the opening of trading on the Effective Date,

our common stock began trading on Nasdaq on a split-adjusted basis under the same symbol, “BMRA.” In addition, a proportionate

adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options entitling

the holders to purchase shares of the Company’s common stock and upon the vesting of restricted stock units.

No fractional shares

were issued as a result of the Reverse Stock Split.

Instead, the Company’s stockholders who otherwise would have been entitled to

a fraction of a share received a full share of common stock.

The Reverse Stock Split did not change the number of authorized shares of

our common stock or preferred stock as set forth in our Certificate of Incorporation, as amended.

All common stock, per share and related

information presented in the accompanying consolidated financial statements for periods prior to the date of the Reverse Stock Split,

have been retroactively adjusted to reflect the Reverse Stock Split.

AND GOING CONCERN

Company has incurred net losses and negative cash flows from operations and has an accumulated deficit of approximately $ 53 ,168,000

as of May 31, 2025.

As of May 31, 2025, the Company had cash and cash equivalents of approximately $ 2,399,000

and working capital of approximately $ 3,135,000 .

September 28, 2023, the Company filed a new “shelf” registration statement on Form S-3 with the SEC, to replace the expiring

S-3 that was filed in July 2020, which was declared effective on September 29, 2023, allowing the Company to issue up to $ 20,000,000

in common shares.

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, the Company filed a prospectus

supplement with the SEC to facilitate the sale of up to $ 5,500,000

in common stock through ATM offerings, as defined in Rule 415

under the Securities Act (the “2024 ATM Offering”).

As part of this transaction, the Company incurred $ 81,000

in deferred offering costs during the year ended May 31, 2024.

the year ended May 31, 2025, the Company sold 440,687

shares of its common stock at prices ranging from $ 3.06

pursuant to the ATM Agreement, which resulted in gross proceeds

of approximately $ 2,143,000

and net proceeds to the Company of $ 2,015,000 ,

after deducting commissions for each sale and legal, accounting, and other fees related to offering in the amount of $ 128,000 .

Company intends to use the net proceeds from any funds raised through the 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

of May 31, 2025 and 2024, the Company had cash and cash equivalents of approximately $ 2,399,000

and $ 4,170,000 ,

respectively.

If our stock continues to trade at low volumes and price, the amount of capital that we can raise under the ATM

offering will be constrained.

Company intends to use the net proceeds from this 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.

of May 31, 2024 and 2023, the Company had cash and cash equivalents of approximately $ 4,170,000 and $ 9,719,000 , respectively.

31, 2024 and 2023, the Company had working capital of approximately $ 5,527,000 and $ 10,852,000 , respectively.

As of May 31, 2025 and 2024, the Company had working capital of approximately $ 3,135,000

and $ 5,527,000 ,

respectively.

Company’s 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 our new product launches;

Our need to access the capital and debt markets to meet current

obligations and fund operations;

Our capacity to manage operating expenses and maintain gross

margins as we grow;

Our ability to retain key employees and maintain critical operations

with a substantially reduced workforce.

need and ability to generate additional revenue from international opportunities and sales within the US 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 the Company can raise through issuance of its equity.

has analyzed the Company’s cash flow requirements through August 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.

While we are committed to these plans, there is no assurance

that these efforts will be successful or sufficient to meet our capital requirements.

cash and cash equivalents are insufficient to meet our operating cash requirements and strategic growth objectives for the next twelve

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

factors raise substantial doubt about the Company’s ability to continue as a going concern.

Our future viability depends on the successful

execution of our strategic plans, securing additional financing, and achieving profitable operations.

Our future viability depends on the

successful execution of our strategic plans, securing additional financing, and achieving profitable operations.

Company’s consolidated financial statements as of May 31, 2025 were prepared on a going concern basis, which contemplates the realization

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VALUE OF FINANCIAL INSTRUMENTS

Company has financial instruments whereby the fair market value of the financial instruments could be different than the amount

recorded on a historical basis.

The Company’s consolidated financial instruments consist of its cash and cash equivalents,

accounts receivable, and accounts payable.

The carrying amounts of the Company’s financial instruments approximate their fair

The Company also maintains an investment in privately held company (see below).

Company has financial instruments whereby the fair market value of the financial instruments could be different than the amount recorded

on a historical basis.

The Company’s consolidated financial instruments consist of its cash and cash equivalents, accounts receivable,

and accounts payable.

The carrying amounts of the Company’s financial instruments approximate their fair values.

The Company also

maintains an investment in a privately held company (see below).

CONCENTRATION

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fiscal 2025, compared to $ 5,415,000 for

For the fiscal years ended May 31, 2024, and 2023, the Company had one distributor each year that accounted for 33 %

For the fiscal years ended May 31, 2025, and 2024, the Company had two and one distributor each year that accounted for

of our net sales, respectively.

gross receivables as of May 31, 2024, and 2023 were approximately $ 966,000 and $ 751,000 , respectively.

As of May 31, 2024, and 2023,

the Company had four and one distributor, respectively, that accounted for a total of 64 % and 36 % of gross accounts receivable.

64 % as of May 31, 2024, 37 % was owed by a distributor in Asia.

the fiscal year ended May 31, 2024, the Company had one vendor which accounted for 16 % of the purchases of raw materials.

For the fiscal

year ended May 31, 2023, the Company did not have any significant concentration of vendor spend for raw materials.

gross receivables as of May 31, 2025, and 2024 were approximately $ 757,000

and $ 966,000 ,

respectively.

As of May 31, 2025, and 2024, the Company had four distributors, respectively, that accounted for a total of 69 %

of gross accounts receivable, respectively.

as of May 31, 2025, 27 %

was owed by a distributor in North America.

the fiscal year ended May 31, 2025, purchases from one vendor accounted for approximately 12 %

of the Company’s raw material purchases, compared to approximately 16 %

for the fiscal year ended May 31, 2024.

CONCENTRATION

of May 31, 2024 and 2023, approximately $ 537,000 and $ 626,000 , respectively, of Biomerica’s gross inventory was located in Mexicali,

Mexico, respectively.

of May 31, 2024 and 2023, approximately $ 14,000 and $ 17,000 , respectively, of Biomerica’s property and equipment, net of accumulated

depreciation and amortization, was located in Mexicali, Mexico.

of May 31, 2025 and 2024, approximately $ 483,000

and $ 537,000 ,

respectively, of Biomerica’s gross inventory was located in Mexicali, Mexico.

of May 31, 2025 and 2024, approximately $ 10,000

and $ 14,000 ,

respectively, of Biomerica’s property and equipment, net of accumulated depreciation and amortization, was located in Mexicali,

AND CASH EQUIVALENTS

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RECEIVABLE, NET

Company extends unsecured credit to its customers on a regular basis.

International accounts are usually required to prepay until they

establish a history with the Company and at that time, they are extended credit at levels based on a number of criteria.

Based on various

criteria, initial credit levels for individual distributors are approved by designated officers and managers of the Company.

All increases

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

Company extends unsecured credit to its customers as part of its standard business practices.

International customers are typically required

to prepay until a credit history with the Company is established, at which point credit levels are determined based on various criteria.

Initial credit limits for distributors are approved by designated officers or managers, while any increases require authorization from

upper-level management.

Company adopted Accounting Standards Update (“ASU”) No.

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Balances over ninety

days old were usually reserved for unless collection was reasonably assured.

Under the application of ASC 326, the Company’s 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, the Company 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.

days old were usually reserved for unless collection

was reasonably assured.

Under the application of ASC 326, the Company’s 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, the Company evaluated the appropriate grouping of financial

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

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 May 31, 2024 and 2023, the Company has established an allowance of approximately $ 19,000 and $ 29,000 , respectively, for credit losses.

of May 31, 2025 and 2024, the Company has established an allowance of approximately $ 26,000

and $ 19,000 ,

respectively, for credit losses.

EXPENSES AND OTHER

Company occasionally prepays for items such as inventory, insurance, and other items.

These items are reported as prepaids, until either

the inventory is physically received or the insurance and other items are utilized.

of May 31, 2024 and 2023, the prepaids were approximately $ 238,000 and $ 300,000 , respectively, comprised of prepayments to insurance and

various other suppliers.

These items are reported as prepaid expenses and

other, until either the inventory is physically received, or the insurance and other items are utilized.

of May 31, 2025 and 2024, the prepaids were approximately $ 255,000

and $ 238,000 ,

respectively, comprised of prepayments to insurance and various other suppliers.

Company values inventory at the lower of cost (determined using a combination of specific lot identification and the first-in, first-out

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following is a summary of approximate net inventories:

SCHEDULE OF NET INVENTORIES

Raw materials

Work in progress

Finished products

Total gross inventory

Inventory reserve

Net inventory

OF NET INVENTORIES

gross inventory

for inventory obsolescence are recorded as necessary to reduce obsolete inventory to estimated net realizable value or to specifically

reserve for obsolete inventory.

As of May 31, 2024 and 2023, inventory reserves were approximately $ 467,000 and $ 672,000 , respectively.

As of May 31, 2025 and 2024, inventory reserves were approximately $ 471,000

and $ 467,000 ,

respectively.

AND EQUIPMENT, NET

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or charged to income.

and amortization are provided over the estimated useful lives of the related assets, ranging from 5 to 10 years, using the straight-line

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 amounted to approximately $ 63,000 and $ 66,000 for the years ended May 31, 2024 and

2023, respectively.

and amortization are provided over the estimated useful lives of the related assets, ranging from 5

years, using the straight-line method.

Leasehold improvements

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

Depreciation and amortization expense

on property and equipment amounted to approximately $ 66,000

for the years ended May 31, 2025 and 2024, respectively.

assets include trademarks, product rights, technology rights, and patents, and are accounted for based on Accounting Standards Codification

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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 amounted to approximately $ 18,000 for the years ended May 31, 2024 and 2023.

assets are amortized on a straight-line basis over their estimated useful lives, not to exceed 18

years for marketing and distribution rights and 10

years for purchased technology use rights.

Patents are amortized

over their individual useful lives, which average approximately 15

Amortization expense was approximately $ 21,000

for the fiscal years ended May 31, 2025 and 2024, respectively.

Intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that their carrying value may not

be recoverable.

Company assesses the recoverability of these intangible assets by determining whether the amortization of the asset’s balance over

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whether there was any impairment.

There was no impairment of intangible assets for the years ended May 31, 2024 and 2023.

impairment of intangible assets for the years ended May 31,

2025 and 2024.

Company has 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 the Company.

The Company invested approximately $ 165,000 into the Polish

distributor and owns approximately 6 % of the investee.

The Company invested approximately $ 165,000

into the Polish distributor and owns approximately 6 %

of the investee.

holdings in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence (“Cost Method

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Company’s Cost Method Holding during the year ended May 31, 2025.

Company follows the guidance of ASC 718, Share-based Compensation (“ASC 718”), 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

The fair value of each option award 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.

Company has 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 the Company’s 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 the Company had limited exercise activity surrounding its options.

Company follows 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.

The Company grants

stock options and restricted stock units (“RSUs”) under its equity incentive plans.

The Company measures all share-based

payment awards at their grant-date fair value.

RSUs are valued based on the fair value of the Company’s common stock on the date

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.

The Company has

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 the Company’s common stock estimated over the expected term of the options.

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 the Company

had limited exercise activity surrounding its 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.

Company expensed approximately $ 837,000 and $ 1,185,000 of share-based compensation during the years ended May 31, 2024 and 2023, respectively.

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

Company expensed approximately $ 460,000

and $ 837,000

of share-based compensation during the years ended May 31,

2025 and 2024, respectively.

applying the Black-Scholes option-pricing model, the following assumptions used in the valuation of awards issued for years ended May

31, 2025 and 2024:

SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS

OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS

the year ended May 31,

Dividend yield

Expected volatility

Risk free interest rate

Expected term

free interest rate

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

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directly to drug stores, e-commerce customers, and distributors, while physicians’ office products are sold to physicians and distributors.

The Company does not allow returns except in cases of defective merchandise, and therefore, does not establish an allowance for

The Company does not allow returns except in cases of defective merchandise, and therefore, does not establish an allowance for returns.

Additionally, the Company has contracts with customers that provide purchase discounts contingent on achieving specified sales volumes.

These contracts are regularly evaluated, and the Company does not anticipate granting any discounts through the end of the

contract period.

These contracts are regularly evaluated, and the Company does not anticipate granting any discounts through the end of the contract period.

the Company offers margin guarantees to certain retail drug store customers to ensure a minimum profit margin.

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are invoiced and recognized as the project progresses.

of May 31, 2024, the Company had approximately $ 85,000 of advances from domestic customers, which are prepayments on orders for future

of May 31, 2025, the Company had approximately $ 55,000

of advances from domestic customers, which are prepayments

on orders for future shipments.

Disaggregation

following is an approximate breakdown of revenues according to primary markets to which the products are sold:

SCHEDULE OF DISAGGREGATION REVENUE

following is a breakdown of revenues according to markets to which the products are sold:

OF DISAGGREGATION REVENUE

Year Ended May 31,

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and development costs are expensed as incurred.

The Company expensed approximately $ 1,491,000 and $ 1,584,000 of research and development

costs during the years ended May 31, 2024 and 2023, respectively.

The Company expensed approximately $ 1,023,000

and $ 1,491,000

of research and development costs during the years ended May

31, 2025 and 2024, respectively.

Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”).

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ASC 740, the Company has a valuation allowance for all of its net deferred tax assets.

During the year ended May 31, 2024,

this valuation allowance was increased to $ 10,369,000 , which fully covers the net deferred tax asset of $ 10,369,000 .

During the year ended May 31, 2025, this valuation

allowance was increased to $ 11,748,000 ,

which fully covers the net deferred tax asset of $ 11,748,000 .

Company accounts for its uncertain tax provisions by using a two-step approach to recognizing and measuring uncertain tax positions.

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and comprehensive loss.

the year ended May 31, 2025, the Company 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, the Company has determined that it is more

likely than not that these deferred tax assets will not be realized.

Accordingly, the Company has established a full valuation allowance

against its deferred tax assets as of May 31, 2025.

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

For the year ended May 31, 2025, the Company had no accrued interest or penalties related to uncertain tax positions.

Company reports the cost of all advertising as expense in the period in which those costs are incurred.

Advertising costs were approximately

$ 101,000 and $ 156,000 for the years ended May

31, 2024 and 2023, respectively.

and $ 101,000

for the years ended May 31, 2025 and 2024, respectively.

CURRENCY TRANSLATION

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There are no foreign currency transaction gains or losses that are included in the

consolidated statements of operations for the years ended May 31, 2024 and 2023.

consolidated statements of operations and comprehensive loss for the years ended May 31, 2025 and 2024.

ASSETS AND LEASE LIABILITIES

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

for the years ended May 31, 2024 and 2023 were 3,479,616 and 2,342,616 , respectively.

280, Segment Reporting (“ASC 280”), establishes standards for reporting, by public business enterprises, information about

operating segments, products and services, geographic areas, and major customers.

The Company’s operations are analyzed by management

and its chief operating decision maker as being part of a single industry segment:

the design, development, marketing, and sales of diagnostic

for the years ended May 31, 2025 and 2024 were 413,866

and 434,954 ,

respectively.

Company defines its segments on the basis in which internally reported financial information is reviewed by the CODM to analyze financial

performance, make decisions, and allocate resources.

The Company manages its operations as a single 1

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,

the Company has identified one reportable segment.

The CODM uses net

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.

The measure of profit or loss of the operating segment is net loss as reported in the consolidated financial statements included in this

annual report.

accounting policies used in the segment reporting are the same as those described in the summary of significant accounting policies.

The Company’s CODM is the Chief Executive Officer.

Company’s reportable segment product sales, net and net income (loss) for the years ended May 31, 2025 and 2024 consisted of the

OF SEGMENT REPORTING

the Year Ended May 31,

Cost of sales

( 4,813,000 )

( 4,804,000 )

Operating expenses:

Sales and marketing expense

General and administrative

and development expense

operating expense

Loss from operations

( 5,137,000 )

( 6,367,000 )

Other income:

and interest income

Loss before income taxes

( 4,972,000 )

( 5,936,000 )

Provision for income taxes

$ ( 4,973,000 )

$ ( 5,978,000 )

COMPREHENSIVE LOSS

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on the Company’s present or future consolidated financial statements.

June 2016, the FASB issued ASU 2016-13.

This ASU requires the measurement of all expected credit losses for financial assets, including

trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

The guidance was initially effective for the Company for annual reporting periods beginning after December 15, 2019, and interim periods

within those fiscal years.

In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives

and Hedging (Topic 815), and Leases (Topic 842):

Effective Dates,” which, among other things, defers the effective date of ASU

2016-13 for public filers that are considered smaller reporting companies as defined by the SEC to fiscal years beginning after December

15, 2022, including interim periods within those years.

Early adoption is permitted.

The Company adopted ASU 2016-03 on June 1, 2023,

and the adoption of this update did not have a material impact on the Company’s consolidated financial statements.

November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, “Improvements to Reportable Segment

Disclosures.” The ASU includes enhanced disclosure requirements, primarily related to significant segment expenses that are regularly

provided to and used by the chief operating decision maker (“CODM”).

The amendments are to be applied retrospectively to all prior periods

presented in the financial statements.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with early adoption

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

November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures.” The ASU includes enhanced disclosure

requirements, primarily related to significant segment expenses that are regularly provided to and used by the CODM.

The amendments are

to be applied retrospectively to all prior periods presented in the financial statements.

ASU 2023-07 is effective for fiscal years beginning

after December 15, 2023, with early adoption permitted.

The Company adopted ASU 2023-07 on May 31, 2025, and the adoption of this update

did not have a material impact on the Company’s consolidated financial statements.

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

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with early adoption permitted.

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

The Company adopted ASU 2023-07 on May 31, 2025, and the adoption of this update did not have a material

impact on the Company’s consolidated financial statements.

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

Disclosures (Subtopic 220-40)”.

The ASU includes enhanced disclosure requirements, which mandates enhanced transparency in financial

statements by requiring detailed disclosures of specific expenses like inventory purchases, employee compensation, depreciation, and

intangible asset amortization.

ASU 2024-03 are 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.

PROPERTY AND EQUIPMENT, NET

following is an approximate breakdown of property and equipment, net of accumulated depreciation:

SCHEDULE OF PROPERTY AND EQUIPMENT, NET

Furniture, fixtures and leasehold improvements

Less accumulated depreciation

OF PROPERTY AND EQUIPMENT, NET

fixtures and leasehold improvements

accumulated depreciation

( 1,460,000 )

( 1,394,000 )

Net property and equipment

property and equipment

INTANGIBLE ASSETS, NET

following is an approximate breakdown of intangible assets, net of accumulated amortization:

SCHEDULE OF INTANGIBLE ASSETS, NET

Less accumulated amortization-patents

Intangible assets, net

OF INTANGIBLE ASSETS, NET

accumulated amortization-patents

amortization of intangible assets for the years ending May 31:

SCHEDULE OF EXPECTED AMORTIZATION OF INTANGIBLE ASSETS

OF EXPECTED AMORTIZATION OF INTANGIBLE ASSETS

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

following is an approximate breakdown of accounts payable and accrued expenses balances:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable

Accrued expenses

of May 31, 2024, the Company had two vendors that accounted for 69 % of accounts payable.

As of May 31, 2023, the Company had one vendor

that accounted for 23 % of accounts payable.

OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

of May 31, 2025, the Company had one vendor that accounted for 20 %

of accounts payable.

As of May 31, 2024, the Company had two vendors that accounted for 36 %

of accounts payable.

SHAREHOLDERS’ EQUITY

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Subsequently, in December 2017, the Company adopted and shareholders approved a stock option and restricted stock plan (the “2017

In February 2020, the Board approved the 2020 Stock Incentive Plan (the “2020 Plan”, and collectively with

the 2014 Plan and 2017 Plan, the “Equity Incentive Plans”) and on December 11, 2020, the shareholders of the Company approved

In February 2020, the Board approved the 2020 Stock Incentive Plan (the “2020 Plan” and on December 11, 2020,

the shareholders of the Company approved the 2020 Plan.

In April 2023, the Board approved the Company’s 2023 Stock Incentive Plan

(the “2023 Plan”) and on December 7, 2023, the shareholders of the Company approved the 2023 Plan.

On December 13, 2024,

the Board approved the Company’s 2024 Stock Incentive Plan (the “2024 Plan” and collectively with the 2014 Plan, 2017

Plan, 2020 Plan and 2023 Plan, the “Equity Incentive Plans”) and on December 7, 2024, the shareholders of the Company approved

the 2024 Plan.

In April 20, 2023, the Board approved the Company’s 2023 Stock Incentive Plan and on December 7, 2023, the shareholders

of the Company approved the 2023 Plan.

Equity Incentive Plans provide that non-qualified options and incentive stock options and restricted stock may be granted to directors,

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The Equity Incentive Plans authorize awards representing up to 112,500 , 112,500 ,

900,000 , and 1,200,000 shares of the Company’s common stock to be issued under the 2014 Plan, 2017 Plan, 2020 Plan, and 2023 Plan,

respectively.

Awards granted under the Equity Incentive Plans typically vest over 4 years.

Options granted under the Equity Incentive

Plans will be granted at prices not less than 80 % of the then fair market value of the common stock and will expire not more than 10

shares of the Company’s common stock to be issued under

the 2017 Plan, 2020 Plan, 2023 Plan, and 2024 Plan, respectively.

Awards granted under the Equity Incentive Plans typically vest over

Options granted under the Equity Incentive Plans will

be granted at prices not less than 80 %

of the then fair market value of the common stock and will expire not more than 10

years after the date of grant.

The 2014 Plan expires in December 2024, the 2017 Plan expires in December 2027, the 2020 Plan expires

in December 2030, and 2023 Plan expires on April 20, 2033.

The 2017 Plan expires in December

2027, the 2020 Plan expires in December 2030, the 2023 Plan expires in December 2033, and 2024 Plan expires in December 2034.

compensation expense for the years ended May 31, 2025 and 2024 is as follows:

SCHEDULE OF STOCK BASED COMPENSATION EXPENSE

For the Year Ended May 31,

Cost of sales

Selling, general and administrative

Research and development

Total stock option expense

OF STOCK BASED COMPENSATION EXPENSE

the Year Ended May 31,

general and administrative

and development

stock option expense

as to aggregate stock options outstanding is as follows:

SCHEDULE OF ACTIVITY TO AGGREGATE STOCK OPTIONS

Number of Stock Options

Weighted Average Exercise

Aggregate Intrinsic Value

Options Outstanding at May 31, 2022

Options granted

Options exercised

Options canceled or expired

Options Outstanding at May 31, 2023

Options granted

Options canceled or expired

Options Outstanding at May 31, 2024

Options vested and exercisable

at May 31, 2024

weighted average grant date fair value of options granted during 2024 and 2023 were $ 0.80 and $ 2.19 , respectively.

May 31, 2024, total compensation cost related to non-vested stock option awards not yet recognized totaled approximately $ 1,265,000 .

The weighted-average period over which this amount is expected to be recognized is 2.37 years.

OF ACTIVITY TO AGGREGATE STOCK OPTIONS

of Stock Options

Average Exercise Price

Intrinsic Value

Outstanding at May 31, 2023

canceled or expired

Outstanding at May 31, 2024

canceled or expired

Outstanding at May 31, 2025

vested and exercisable at May 31, 2025

weighted average grant date fair value of options granted during 2025 and 2024 were $ 2.33

respectively.

as to RSUs outstanding is as follows:

OF ACTIVITY OF RESTRICTED STOCK UNITS

RSUs at May 31, 2024

RSUs at May 31, 2025

compensation expense recognized related to RSUs for the years ended May 31, 2025 and 2024 is $ 64,000

respectively.

of May 31, 2025, total stock-based compensation expense related to non-vested stock option awards not yet recognized totaled approximately

and total stock-based compensation expense related to non-vested

RSUs not yet recognized totaled approximately $ 181,000 .

The weighted-average period over which these amounts are expected to be recognized is 2.38

years and 2.48

years, respectively.

The weighted average remaining contractual

term of options that were exercisable on May 31, 2024 was 4.97 years.

The weighted average remaining contractual term of options that

were vested, exercisable, or expected to vest on May 31, 2024 was 6.62 years.

term of options that were exercisable on May 31, 2025 was 5.35

The weighted average remaining contractual term of options

that were vested, exercisable, or expected to vest on May 31, 2025 was 6.24

STOCK ACTIVITY

January 22, 2021, the Company filed a prospectus supplement to the base prospectus included in a registration statement filed with

the SEC on July 21, 2020, and declared effective by the SEC on September 30, 2020, for purposes of selling up to $ 15,000,000

in the ATM Offering, as defined in Rule 415 promulgated under the Securities Act.

May 21, 2021, in conjunction with the Company’s 2020 Stock Incentive Plan, that was approved by shareholders at the Company’s

annual meeting in December 2020, the Company filed an S-8 Registration Statement to register up to 900,000 shares of the Company’s

common stock that could be issued under this Plan.

the ATM Offering, the sales agent uses commercially reasonable efforts to sell on the Company’s behalf all of the shares requested

to be sold from time to time by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between

the agent and the Company.

The Company has no obligation to sell any of the shares under the ATM Offering, and may at any time suspend

offers under, or terminate the ATM Offering.

the year ended May 31, 2023 the Company sold 573,889

shares of its common

stock at prices ranging from $ 3.15

pursuant to the ATM

Offering, which resulted in gross proceeds of approximately $ 2,014,000

and net proceeds to

the Company of $ 1,961,000 ,

after deducting commissions for each sale and legal, accounting, and other fees related to the offering in the amount of $ 53,000 .

March 7, 2023, the Company sold 3,333,333

shares of common stock in a firm commitment public offering at a gross sales price of $ 2.40

per share, with net total proceeds, after deducting issuance fees and expenses of $ 700,000 ,

of approximately $ 7,300,000 .

As a result of this public offering, the Company terminated the ATM offering agreement.

September 28, 2023, the Company filed a “shelf” registration statement on Form S-3 with the SEC, allowing the Company to

issue up to $ 20,000,000 in common shares.

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, the Company filed a prospectus supplement with the SEC, as part of the registration

statement filed on September 28, 2023, which was declared effective on September 29, 2023.

This supplement was intended 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.

During the year ended May 31, 2024, the Company has not sold any shares of its common stock through the ATM Offering.

issue up to $ 20,000,000

in common shares.

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, the Company filed a prospectus

supplement with the SEC, as part of the registration statement filed on September 28, 2023, which was declared effective on September

This supplement was intended 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 year ended May 31, 2025, the Company sold 440,687

shares of its common stock at prices ranging from $ 3.06 to

$ 8.32 pursuant to the ATM Agreement, which resulted in gross proceeds of approximately $ 2,143,000 and net proceeds to the Company of

$ 2,015,000 , after deducting commissions for each sale and legal, accounting, and other fees related to offering in the amount of $ 128,000 ,

including $ 84,000 of previously capitalized deferred offering cost.

STOCK ACTIVITY

February 24, 2020, the Company entered into and closed on a Stock Purchase Agreement (the “Stock Purchase Agreement”) with

Palm Global Small Cap Master Fund LP (“Palm”) pursuant to which the Company agreed to sell and issue to Palm, and Palm agreed

to purchase from the Company, 571,429 shares of the Company’s Series A 5% Convertible Preferred Stock, $ 0.08 par value per share

for a purchase price of approximately $ 2 million, or $ 3.50 per Series A Convertible Preferred Stock.

Under the terms of the Stock Purchase

Agreement, each share of issued Convertible Preferred Stock can be converted at any time by Palm into one share of the Company’s

common stock, subject to certain adjustments.

Series A 5% Convertible Preferred Stock accrued annual preferred dividends at a rate of $ 0.175 per Series A 5% Convertible Preferred

However, accruing dividends were payable only when, as, and if declared by the Board and the Company had no obligation to pay

such accruing dividends.

March 24, 2020, Palm converted 250,000 shares of Convertible Preferred Stock into 250,000 shares of unregistered common stock.

21, 2020, the Company filed with the SEC a registration statement on Form S-3, that among other things, registered 571,429 common shares

issued, or to be issued, to Palm upon conversion of the Convertible Preferred Stock into common shares.

On September 30, 2020, the Company

received a Notice of Effectiveness from the Securities and Exchange Commission for registration of these shares.

On January 21, 2021,

Palm converted their remaining 321,429 Convertible Preferred Shares into registered common shares.

On May 30, 2021, the Company had no

shares of Preferred Stock outstanding.

Under the terms of the Preferred Stock Purchase Agreement, none of the cumulative dividends were

paid to Palm during the period they owned the Preferred Stock.

Once converted to common shares, Palm lost all rights to receive any past

cumulative dividends.

was no preferred stock activity for the years ended May 31, 2025 and 2024.

for income taxes for the years ended May 31 consists of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

For the Year Ended May 31,

Foreign Taxes Subsidiaries

State and local

Total current

State and local

Total deferred

Income tax expense

OF PROVISION FOR INCOME TAXES

the Year Ended May 31,

Taxes Subsidiaries

for income taxes differs from the amounts computed by applying the U.S.

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and 2024) to pretax income as a result of the following:

SCHEDULE OF EFFECTIVE INCOME TAX RECONCILIATION

For the Year Ended May 31,

Computed “expected” tax benefit

Increase (reduction) in income taxes resulting from:

Change in valuation allowance

OF EFFECTIVE INCOME TAX RECONCILIATION

the Year Ended May 31,

“expected” tax benefit

(reduction) in income taxes resulting from:

in valuation allowance

( 1,379,000 )

( 1,428,000 )

State income taxes, net of federal benefit

Permanent tax differences and other

Stock based compensation benefit

Foreign taxes of subsidiaries

Income tax expense

income taxes, net of federal benefit

tax differences and other

based compensation benefit

taxes of subsidiaries

tax effect of significant temporary differences is presented below:

SCHEDULE OF DEFERRED TAX ASSETS

OF DEFERRED TAX ASSETS

receivable, principally due to allowance for credit losses

operating loss carryforwards

credit carryforwards

rent expense/capitalized leases

174 capitalized costs

of foreign subsidiaries and other, net

depreciation and amortization

deferred tax assets

Accounts receivable, principally due to allowance for credit losses

Inventory valuation

Compensated absences

Net operating loss carryforwards

Tax credit carryforwards

Deferred rent expense/capitalized leases

Stock options

Sec 174 capitalized costs

Losses of foreign subsidiaries and other, net

Accumulated depreciation and amortization

Total deferred tax assets

Less valuation allowance

valuation allowance

( 11,748,000 )

( 10,369,000 )

Net deferred tax asset

deferred tax asset

Company has provided a valuation allowance of approximately $ 11,748,000

1 unchanged sentence

as of May 31, 2025 and 2024, respectively.

The net change in the valuation allowance for the years ended May 31, 2024 and 2023 was

an increase of $ 1,429,000

The net change in

the valuation allowance for the years ended May 31, 2025 and 2024 was an increase of $ 1,379,000

and $ 1,428,000 ,

respectively.

The Company has recorded a full valuation allowance against its United States and foreign deferred tax assets in

each of the years ended May 31, 2024 and 2023 because the Company’s management believes that it is more likely than not that these

assets will not be realized.

The Company has recorded a full valuation allowance against its United States and foreign deferred tax assets in each of

the years ended May 31, 2025 and 2024 because the Company’s management believes that it is more likely than not that these assets

will not be realized.

May 31, 2025, the Company has Federal income tax net operating loss carryforwards of approximately $ 28,378,000 .

On May 31, 2024, the

Company has California state income tax net operating loss carryforwards of approximately $ 22,014,000 .

For tax reporting purposes, operating

loss carryforwards are available to offset future taxable income;

such carryforwards expire in varying amounts beginning in 2024 and

2038 for federal and state purposes, respectively.

Federal net operating losses beginning in 2018 have no expiration date.

May 31, 2024, the Company has Federal research and development tax credit carryforward of approximately $ 888,000 .

The Federal credits

begin to expire in 2028.

The Company also had similar credit carryforwards for state purposes of $ 623,000 on May 31, 2024, which do not

On May 31, 2025, the Company has California state income tax net operating loss carryforwards of approximately $ 26,921,000 .

For tax reporting purposes, operating loss carryforwards are available to offset future taxable income;

such carryforwards expire in

varying amounts beginning in 2025 and 2039 for federal and state purposes, respectively.

Federal net operating losses beginning in 2018

have no expiration date.

of May 31, 2025, the Company has Federal research and development tax credit carryforward of approximately $ 978,000 .

The Federal credits begin to expire in 2028.

The Company also had similar credit carryforwards for state purposes of $ 596,000

on May 31, 2025, which do not expire.

to Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss (“NOL”)

5 unchanged sentences

not performed an analysis to determine if the Company has had a cumulative change in ownership of greater than 50%.

the year ended May 31, 2024, the Company performed an analysis and has not identified any uncertain tax positions as defined under ASC

Should such position be identified in the future, and should the Company owe interest and penalties as a result of this, these would

be recognized as interest expense and other expense, respectively, in the consolidated financial statements.

The Company is no longer

subject to any significant U.S.

federal tax examinations by tax authorities for years before fiscal 2018.

the year ended May 31, 2025, the Company performed an analysis and has not identified any uncertain tax positions as defined under

Should such position be identified in the future, and should the Company owe interest and penalties as a result of this,

these would be recognized as interest expense and other expense, respectively, in the consolidated financial statements.

is generally no longer subject to any income tax examinations by US federal or state tax authorities for years before fiscal

2017 Tax Cuts and Jobs Act (TCJA) changed the treatment of Section 174 research and experimental costs beginning January 1, 2022.

Historically,

taxpayers had the option of expensing Section 174 costs currently or amortizing over five years.

The TCJA provision required taxpayers

to capitalize such costs and amortize over five years for research conducted domestically or fifteen years if conducted outside of the

One Big Beautiful Bill Act (“OBBBA”) was signed by President Trump on July 4, 2025.

OBBBA generally removes the capitalization

requirement for domestic research and development expenditures, allowing the Company the option to expense Section 174 costs again.

do not expect this change in law to have any material effect on the Company.

GEOGRAPHIC INFORMATION

Company operates as one segment.

Geographic information regarding net sales is approximately as follows:

SCHEDULE OF GEOGRAPHIC INFORMATION

For the Year Ended May 31,

Revenues from sales to unaffiliated customers:

North America

South America

Company operates as one

Geographic information regarding net sales is approximately

OF GEOGRAPHIC INFORMATION

the Year Ended May 31,

COMMITMENTS AND CONTINGENCIES

Company leases facilities in Irvine, California and Mexicali, Mexico.

of May 31, 2024, the Company had approximately 22,000 square feet of floor space at its corporate headquarters at 17571 Von Karman Avenue

in Irvine, California.

of May 31, 2025, the Company had approximately 22,000

square feet of floor space at its corporate headquarters at

17571 Von Karman Avenue in Irvine, California.

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

shipping and inventory storage.

The lease for its headquarters expires in August 2026.

The Company has the option to extend the lease for an additional

five-year term.

The Company has the option to extend the lease

for an additional five-year term.

The Company made a security deposit of approximately $ 22,000 .

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Biomerica de Mexico

also leases a smaller unit on a month-to-month basis for use in the Company’s manufacturing process .

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

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

9 unchanged sentences

following table presents information on our operating leases for the years ended May 31, 2025 and 2024:

SCHEDULE OF OPERATING LEASES

For the Year Ended May 31,

Operating lease cost

Variable lease cost

Short-term lease cost

Total lease cost

OF OPERATING LEASES

the Year Ended May 31,

future minimum lease payments of the Company’s operating lease liabilities by fiscal year are as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Year Ending May 31,

Operating Leases

Total minimum future lease payments

OF FUTURE MINIMUM LEASE PAYMENTS

Ending May 31,

minimum future lease payments

imputed interest

Total operating lease liabilities

operating lease liabilities

following table summarizes the Company’s other supplemental lease information for the years ended May 31, 2025 and 2024:

SCHEDULE OF OTHER SUPPLEMENTAL LEASE INFORMATION

For the Year Ended May 31,

Cash paid for operating lease liabilities

Weighted-average remaining lease term (years)

Weighted-average discount rate

OF OTHER SUPPLEMENTAL LEASE INFORMATION

the Year Ended May 31,

paid for operating lease liabilities

Weighted-average

remaining lease term (years)

Weighted-average

discount rate

Company also has various insignificant leases for office equipment.

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AND LICENSING AGREEMENTS

Company has one royalty agreement in which it has obtained rights to manufacture and market certain products for the life of the products.

Royalty expenses of approximately $ 10,000 and $ 13,000 is included in cost of sales for the agreement for each of the years ended May

31, 2024 and 2023, respectively.

Sales of products manufactured under these agreements comprise approximately 1 % and 2 % of total sales

for the years ended May 31, 2024 and 2023, respectively.

The Company may license other products or technology in the future as it deems

necessary for conducting business.

Company has one royalty agreement in which it has obtained rights to manufacture and market certain products for the life of the

Royalty expenses of approximately $ 7,000 and

included in cost of sales for the agreement for each of the years ended May 31, 2025 and 2024, respectively.

Sales of products

manufactured under these agreements comprise approximately 1 %

of total sales for the years ended May 31, 2025 and 2024, respectively.

The Company may license other products or technology in the

future as it deems necessary for conducting business.

The Company has other royalty agreements;

however, they are not considered material.

Trial Agreements

are no Clinical Trial Agreements for each of the years ended May 31, 2024 and 2023.

however, they are not considered

SUBSEQUENT EVENTS

part of our ongoing efforts to reduce costs, we have implemented significant cost-cutting measures, including a workforce reduction of

nearly 15% in July 2024.

July 21, 2025, the Company received a cash refund of approximately $ 1.1

million from the Internal Revenue Service (IRS) related to

previously filed claims for the Employee Retention Credit (ERC), a refundable payroll tax credit under the Coronavirus Aid, Relief, and

Economic Security (CARES) Act.

This amount was recorded and collected subsequent to year-end.

July and August 2025, the Company completed sales of its common stock under its At-the-Market (“ATM”) offering program, generating

net proceeds of approximately $ 919,000

subsequent to year-end.

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-K

Item 9A. Controls and Procedures