BIOMERICA INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Attached as exhibits to this Form 10-K are certifications of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) that are required in accordance with Rule 13a-14 of the Exchange Act. This “Disclosure Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in the certifications. EVALUATION OF DISCLOSURE CONTROLS Our management evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the 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. The disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. 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 forms; and (2) accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Company management, including the CEO and CFO concluded that, as of May 31, 2025, the Company’s internal control over financial reporting was effective. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There have been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during the quarter ended May 31, 2025, that have materially affected, or that are reasonably likely to affect, our internal control over financial reporting. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Company management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements. The effectiveness of any system of internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures. Because of these inherent limitations, internal control over financial reporting cannot provide absolute assurance regarding the reliability of financial reporting and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 27 Company management, with the participation of the CEO and the CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this report. In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013). Based on this assessment, management, with the participation of the CEO and CFO, believes that, as of May 31, 2025, the Company’s internal control over financial reporting was effective based on those criteria. Company management will continue to monitor and evaluate the effectiveness of its disclosure controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing improvements, as necessary and as funds allow. Note: This 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this 10-K. ITEM 9B. OTHER INFORMATION. None noted. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information required by this item will be disclosed in our definitive proxy statement on Schedule 14A (the “Proxy Statement”) for our 2025 Annual Meeting of Stockholders and is incorporated by reference herein. Our Proxy Statement will be filed with the SEC within 120 days after the end of the Company’s fiscal year ended May 31, 2025, pursuant to Regulation 14A under the Exchange Act. ITEM 11. EXECUTIVE COMPENSATION The information required by this item will be disclosed in the Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item will be disclosed in the Proxy Statement and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this item will be disclosed in the Proxy Statement and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item will be disclosed in the Proxy Statement and is incorporated herein by reference. PART IV ITEM 15. EXHIBITS LIST AND FINANCIAL SCHEDULES The following documents are filed as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements Reference is made to the Index to the consolidated financial statements set forth on page FS-1 of this Annual Report on Form 10-K. 2. Consolidated Financial Statement Schedules All schedules have been omitted as the pertinent information is either not required, not applicable, or otherwise included in the financial statements and notes thereto. 28 3. Exhibits See below. Exhibit No. Description 3.1 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). 3.2 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). 3.3 Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation 4.1 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. 333-87231 filed on September 16, 1999). 4.2 Description of Capital Stock. 10.1 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). 10.2 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). 10.3 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). 10.4 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). 10.5 Form of Executive Stock Option Agreement (attached herein). 10.6 Employment Agreement, dated March 1, 2023, by and between Biomerica, Inc. and Gary Lu. 10.7 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 ). 10.8 Employment Agreement dated August 28, 2024 by and between Biomerica Inc. and Gary Lu. 10.9 Employment Agreement dated January 13, 2025 by and between Biomerica Inc. and Zackary S. Irani 10.10 Employment Agreement dated January 13, 2025 by and between Biomerica Inc. and Allen Barbieri 21.1 List of Subsidiaries (attached herein). 23.1 Consent of Independent Registered Public Accounting Firm (Haskell & White LLP). 31.1 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. 31.2 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. 32.1 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. 32.2 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. 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). The certifications attached as Exhibits 32.1 and 32.2 accompany this Annual Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing. 29 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BIOMERICA, INC. Registrant By /s/ Zackary S. Irani Zackary S. Irani, Chief Executive Officer Dated: August 29, 2025 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature and Capacity /s/ Zackary S. Irani Date: August 29, 2025 Zackary S. Irani Director, Chief Executive Officer /s/ Gary Lu, CPA Date: August 29, 2025 Gary Lu, CPA Chief Financial Officer /s/ Allen Barbieri Date: August 29, 2025 Allen Barbieri Director, Vice-Chairman /s/ Jane Emerson, M.D., Ph.D. Date: August 29, 2025 Jane Emerson, M.D., Ph.D. Director /s/ David Moatazedi Date: August 29, 2025 David Moatazedi Director /s/ Eric Chin, CPA Date: August 29, 2025 Eric Chin, CPA Director 30 BIOMERICA, INC. AND SUBSIDIARIES TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 0 200 ) FS-2 – FS-3 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets as of May 31, 2025 and 2024 FS-4 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended May 31, 2025 and 2024 FS-5 Consolidated Statements of Shareholders’ Equity for the Years Ended May 31, 2025 and 2024 FS-6 Consolidated Statements of Cash Flows for the Years Ended May 31, 2025 and 2024 FS-7 Notes to Consolidated Financial Statements FS-8 – FS-19 FS- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors Biomerica, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Biomerica, Inc. (the “Company”) as of May 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of May 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for each of the years then ended, in conformity with U.S. generally accepted accounting principles. Going Concern 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. 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. Basis for Opinion 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. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. FS- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued) Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. Inventory Valuation Critical 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. Also, management periodically reviews inventory for excess quantities and obsolescence. Management evaluates quantities on hand, physical condition, and technical functionality as these may be impacted by 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 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. How the Critical Audit Matter Was Addressed in the Audit To test the valuation of the Company’s inventory, we performed the following audit procedures: ● Obtained an understanding of the methodologies and policies used by management to estimate capitalized labor and overhead and inventory reserves; 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 produced; we 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; and ● 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; we evaluated management’s qualitative analysis of specific inventory product reserves to the extent it differed from the results of management’s quantitative analysis. /s/ Haskell & White LLP HASKELL & WHITE LLP We have served as the Company’s auditor since 2022. Irvine, California August 29, 2025 FS- 3 BIOMERICA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 2025 2024 May 31, 2025 2024 Assets Current Assets: Cash and cash equivalents $ 2,399,000 $ 4,170,000 Accounts receivable, net 731,000 947,000 Inventories, net 1,490,000 2,376,000 Prepaid expenses and other 255,000 238,000 Total current assets 4,875,000 7,731,000 Property and equipment, net of accumulated depreciation and amortization 135,000 201,000 Right-of-use assets, net of accumulated amortization of $ 1,223,000 and $ 910,000 as of May 31, 2025 and 2024, respectively 429,000 742,000 Investments 165,000 165,000 Intangible assets, net of accumulated amortization of $ 69,000 and $ 48,000 as of May 31, 2025 and 2024, respectively 228,000 212,000 Other assets 113,000 203,000 Total Assets $ 5,945,000 $ 9,254,000 Liabilities and Shareholders’ Equity Current Liabilities: Accounts payable and accrued expenses $ 672,000 $ 1,138,000 Accrued compensation 655,000 655,000 Advances from customers 55,000 85,000 Lease liabilities, current portion 358,000 326,000 Total current liabilities 1,740,000 2,204,000 Lease liabilities, net of current portion 100,000 459,000 Total Liabilities 1,840,000 2,663,000 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, 2025 and 2024 - - Preferred stock, undesignated, no par value, 4,428,571 shares authorized, none issued and outstanding as of May 31, 2025 and 2024 - - Preferred stock, value - - Common 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 203,000 168,000 Additional paid-in capital 57,175,000 54,720,000 Accumulated other comprehensive loss ( 105,000 ) ( 102,000 ) Accumulated deficit ( 53,168,000 ) ( 48,195,000 ) Total Shareholders’ Equity 4,105,000 6,591,000 Total Liabilities and Shareholders’ Equity $ 5,945,000 $ 9,254,000 See accompanying notes to consolidated financial statements and Report of Independent Registered Public Accounting Firm. FS- 4 BIOMERICA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 2025 2024 For the Year Ended May 31, 2025 2024 Net sales $ 5,311,000 $ 5,415,000 Cost of sales ( 4,813,000 ) ( 4,804,000 ) Gross profit 498,000 611,000 Operating expenses: Selling, general and administrative 4,612,000 5,487,000 Research and development 1,023,000 1,491,000 Total operating expense 5,635,000 6,978,000 Loss from operations ( 5,137,000 ) ( 6,367,000 ) Other income: Dividend and interest income 165,000 431,000 Total other income 165,000 431,000 Loss before income taxes ( 4,972,000 ) ( 5,936,000 ) Provision for income taxes ( 1,000 ) ( 42,000 ) Net loss $ ( 4,973,000 ) $ ( 5,978,000 ) Basic net loss per common share $ ( 2.16 ) $ ( 2.84 ) Diluted net loss per common share $ ( 2.16 ) $ ( 2.84 ) Weighted average number of common and common equivalent shares: Basic 2,297,057 2,103,154 Diluted 2,297,057 2,103,154 Net loss $ ( 4,973,000 ) $ ( 5,978,000 ) Other comprehensive loss, net of tax: Foreign currency translation ( 3,000 ) 8,000 Comprehensive loss $ ( 4,976,000 ) $ ( 5,970,000 ) See accompanying notes to consolidated financial statements and Report of Independent Registered Public Accounting Firm. FS- 5 Biomerica, Inc. Consolidated Statements Shareholders’ Equity For the Year Ended May 31, 2025 Shares Amount Capital Loss Deficit Equity Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Total Stockholders’ Shares Amount Capital Loss Deficit Equity Balances at May 31, 2023 2,103,154 $ 168,000 $ 53,883,000 $ ( 110,000 ) $ ( 42,217,000 ) $ 11,724,000 Foreign currency translation - - - 8,000 - 8,000 Share-based compensation - - 837,000 - - 837,000 Net loss - - - - ( 5,978,000 ) ( 5,978,000 ) Balances at May 31, 2024 2,103,154 168,000 54,720,000 ( 102,000 ) ( 48,195,000 ) 6,591,000 Balances 2,103,154 168,000 54,720,000 ( 102,000 ) ( 48,195,000 ) 6,591,000 Foreign currency translation - - - ( 3,000 ) - ( 3,000 ) Net proceeds from ATM 440,687 35,000 1,980,000 - - 2,015,000 Share-based compensation - - 460,000 - - 460,000 Exercise of stock options 2,375 - 15,000 - - 15,000 Net loss - - - - ( 4,973,000 ) ( 4,973,000 ) Balances at May 31, 2025 2,546,216 $ 203,000 $ 57,175,000 $ ( 105,000 ) $ ( 53,168,000 ) $ 4,105,000 Balances 2,546,216 $ 203,000 $ 57,175,000 $ ( 105,000 ) $ ( 53,168,000 ) $ 4,105,000 See accompanying notes to consolidated financial statements and Report of Independent Registered Public Accounting Firm. FS- 6 BIOMERICA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS 2025 2024 For the Year Ended May 31 2025 2024 Cash flows from operating activities: Net loss $ ( 4,973,000 ) $ ( 5,978,000 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 87,000 81,000 Provision (recovery) for allowance for credit losses 8,000 ( 10,000 ) Provision (recovery) for inventory reserves 4,000 ( 205,000 ) Share-based compensation 460,000 837,000 Amortization of right-of-use asset 313,000 293,000 Changes in assets and liabilities: Accounts receivable 209,000 ( 215,000 ) Inventories 882,000 ( 115,000 ) Prepaid expenses and other ( 17,000 ) 62,000 Other assets 8,000 ( 44,000 ) Accounts payable and accrued expenses ( 466,000 ) 246,000 Accrued compensation 1,000 ( 41,000 ) Advances from customers ( 30,000 ) 25,000 Reduction in lease liabilities ( 327,000 ) ( 297,000 ) Net cash used in operating activities ( 3,841,000 ) ( 5,361,000 ) Cash flows from investing activities: Purchases of property and equipment - ( 51,000 ) Expenditures related to intangibles ( 37,000 ) ( 64,000 ) Net cash used in investing activities ( 37,000 ) ( 115,000 ) Cash flows from financing activities: Gross proceeds from sale of common stock 2,143,000 - Deferred offering costs ( 3,000 ) ( 81,000 ) Costs from sale of common stock ( 44,000 ) - Proceeds from exercise of stock options 15,000 - Net cash provided by (used in) financing activities 2,111,000 ( 81,000 ) Effect of exchange rate changes in cash ( 3,000 ) 8,000 Net decrease in cash and cash equivalents ( 1,770,000 ) ( 5,549,000 ) Cash and cash equivalents at beginning of year 4,170,000 9,719,000 Cash and cash equivalents at end of year $ 2,400,000 $ 4,170,000 Supplemental Disclosure of Cash Flow Information: Cash paid during the year for: Income taxes $ 10,000 $ 41,000 Non-cash investing and financing activities: Deferred Offering Costs $ 84,000 $ - See accompanying notes to consolidated financial statements and Report of Independent Registered Public Accounting Firm. FS- 7 BIOMERICA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED MAY 31, 2025 AND 2024 NOTE 1: ORGANIZATION Biomerica, Inc. and its subsidiaries (which includes wholly-owned subsidiaries, Biomerica de Mexico and BioEurope GmbH) is a global biomedical technology company that develops, patents, manufactures and markets advanced diagnostic and therapeutic products used at the point-of-care (physicians’ offices and over-the-counter through drugstores and online) and in hospital/clinical laboratories for detection and/or treatment of medical conditions and diseases. Our diagnostic test products utilize immunoassay technology to analyze blood, urine, nasal, or fecal material from patients in the diagnosis of various diseases, food intolerances and other medical complications, and to measure the level of specific hormones, antibodies, antigens, or other substances, which may exist in the human body in extremely small concentrations. Our other existing products are primarily focused on gastrointestinal diseases, food intolerances, and certain esoteric tests. Company’s products are designed to enhance the health and well-being of people, while reducing total healthcare costs. Our primary focus is the research, development, commercialization and in certain cases regulatory approval, of patented, diagnostic-guided therapy (“DGT”) products to treat gastrointestinal diseases, such as irritable bowel syndrome (“IBS”), and other inflammatory diseases. These products are directed at chronic inflammatory illnesses that are widespread, common, and address very large markets. Our inFoods® IBS product uses a simple blood sample and is designed to identify patient-specific foods that, when removed from the diet, may alleviate IBS symptoms such as pain, bloating, diarrhea, and constipation. Instead of broad and difficult to manage dietary restrictions, the inFoods® IBS product works by identifying specific foods that may be causing an abnormally high immune response in the patient, which in turn can lead to abdominal pain and cramping, bloating, diarrhea and constipation. A food identified as positive, which is causing an abnormal immune response in the patient, is simply removed from the diet to help alleviate IBS symptoms. Our existing medical diagnostic products are sold worldwide primarily in two markets: a) clinical laboratories and b) point-of-care (physicians’ offices 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. In addition, some products are cleared for sale in the United States by the FDA. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements for the years ended May 31, 2025 and 2024, include the accounts of Biomerica, Inc. (“Biomerica”) as well as its wholly-owned German subsidiary (“BioEurope GmbH”) and Mexican subsidiary (“Biomerica de Mexico”). All significant intercompany accounts and transactions have been eliminated in consolidation. ACCOUNTING ESTIMATES The 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. These estimates 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. These estimates are critical to our financial reporting, and actual results could materially differ from those estimates. FS- 8 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. LIQUIDITY AND GOING CONCERN The 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 . On 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. During 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 . The 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 As of May 31, 2025 and 2024, the Company had cash and cash equivalents of approximately $ 2,399,000 and $ 4,170,000 , respectively. As of May 31, 2025 and 2024, the Company had working capital of approximately $ 3,135,000 and $ 5,527,000 , respectively. The 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 sales within the US of existing products, and from our new product launches; ● Our need to access the capital and debt markets to meet current obligations and fund operations; ● Our capacity to manage operating expenses and maintain or increase gross margins as we grow; ● Our ability to retain key employees and maintain critical operations with a substantially reduced workforce; and ● Certain SEC regulations that limit the amount of capital the Company can raise through issuance of its equity. Management 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. To address our capital needs and sustain operations beyond the next year, we are actively pursuing strategies to increase sales, reduce expenses, sell non-core assets, seek additional financing through debt or equity, and seek other strategic alternatives. While we are committed to these plans, there is no assurance that these efforts will be successful or sufficient to meet our capital requirements These 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. The Company’s consolidated financial statements as of May 31, 2025 were prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. FAIR VALUE OF FINANCIAL INSTRUMENTS The 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 OF CREDIT RISK The Company maintains cash balances at certain financial institutions in excess of amounts insured by federal agencies. From time to time, the Company has uninsured balances. The Company does not believe it is exposed to any significant credit risks. The Company provides credit in the normal course of business to customers throughout the United States and in foreign markets. The Company performs ongoing credit evaluations of its customers and requires accelerated prepayment in some circumstances. Our net sales were approximately $ 5,311,000 for fiscal 2025, compared to $ 5,415,000 for fiscal 2024. For the fiscal years ended May 31, 2025, and 2024, the Company had two and one distributor each year that accounted for 41 % and 33 % of our net sales, respectively. Total 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 % and 64 % of gross accounts receivable, respectively. Of the 69 % as of May 31, 2025, 27 % was owed by a distributor in North America. For 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. FS- 9 GEOGRAPHIC CONCENTRATION As of May 31, 2025 and 2024, approximately $ 483,000 and $ 537,000 , respectively, of Biomerica’s gross inventory was located in Mexicali, Mexico. As 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, Mexico. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of demand deposits and money market accounts with original maturities of less than three months. ACCOUNTS RECEIVABLE, NET The 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. The Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (codified as Accounting Standards Codification (“ASC”) 326) on June 1, 2023. ASC 326 adds to U.S. GAAP the current expected credit loss (“CECL”) model, a measurement model based on expected losses rather than incurred losses. Prior to the adoption of ASC 326, the Company evaluated receivables on a quarterly basis and adjusted the allowance for doubtful accounts accordingly. 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. Occasionally, certain long-standing customers who routinely place large orders will have unusually large receivable balances relative to the total gross receivables. Management monitors the payments for these large balances closely and very often requires payment of existing invoices before shipping new sales orders. As of May 31, 2025 and 2024, the Company has established an allowance of approximately $ 26,000 and $ 19,000 , respectively, for credit losses. PREPAID EXPENSES AND OTHER The Company occasionally prepays for items such as inventory, insurance, and other items. These items are reported as prepaid expenses and other, until either the inventory is physically received, or the insurance and other items are utilized. As 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. INVENTORIES, NET The Company values inventory at the lower of cost (determined using a combination of specific lot identification and the first-in, first-out methods) or net realizable value. Management periodically reviews inventory for excess quantities and obsolescence. Management evaluates quantities on hand, physical condition, and technical functionality as these characteristics may be impacted by anticipated customer demand for current products and new product introductions. The reserve is adjusted based on such evaluation, with a corresponding provision included in cost of sales. Abnormal amounts of idle facility expenses, freight, handling costs, and wasted material are recognized as current period charges and the allocation of fixed production overhead is based on the normal capacity of the production facilities. FS- 10 The following is a summary of approximate net inventories: SCHEDULE OF NET INVENTORIES 2025 2024 May 31, 2025 2024 Raw materials $ 1,071,000 $ 1,519,000 Work in progress 743,000 1,145,000 Finished products 147,000 179,000 Total gross inventory $ 1,961,000 $ 2,843,000 Inventory reserve ( 471,000 ) ( 467,000 ) Inventories, net $ 1,490,000 $ 2,376,000 Reserves for inventory obsolescence are recorded as necessary to reduce obsolete inventory to estimated net realizable value or to specifically reserve for obsolete inventory. As of May 31, 2025 and 2024, inventory reserves were approximately $ 471,000 and $ 467,000 , respectively. PROPERTY AND EQUIPMENT, NET Property and equipment are stated at cost. Expenditures for additions and major improvements are capitalized. Repairs and maintenance costs are charged to operations as incurred. When property and equipment are sold, retired, or otherwise disposed of, the related cost and accumulated depreciation or amortization are removed from the accounts, and gains or losses from sales, retirements, and dispositions are credited or charged to income. Depreciation and amortization are provided over the estimated useful lives of the related assets, ranging from 5 to 10 years, using the straight-line method. Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the term of the lease. Depreciation and amortization expense on property and equipment amounted to approximately $ 66,000 and $ 63,000 for the years ended May 31, 2025 and 2024, respectively. INTANGIBLE ASSETS, NET Intangible assets include trademarks, product rights, technology rights, and patents, and are accounted for based on Accounting Standards Codification (“ASC”), ASC 350 Intangibles – Goodwill and Other (“ASC 350”). In that regard, intangible assets that have indefinite useful lives are not amortized but are tested at least annually for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired. Intangible assets are 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 years. Amortization expense was approximately $ 21,000 and $ 18,000 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. The Company assesses the recoverability of these intangible assets by determining whether the amortization of the asset’s balance over its remaining life can be recovered through projected undiscounted future cash flows. The Company uses a qualitative assessment to determine whether there was any impairment. There was no impairment of intangible assets for the years ended May 31, 2025 and 2024. INVESTMENTS The 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. Equity holdings in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence (“Cost Method Holdings”) are accounted for at the Company’s initial cost, minus any impairment (if any), plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar holding or security of the same issuer. Dividends received are recorded as other dividend and interest income. The Company assesses its equity holdings for impairment whenever events or changes in circumstances indicate that the carrying value of an equity holding may not be recoverable. Management reviewed the underlying net assets of the Company’s equity method holding as of May 31, 2025 and determined that the Company’s proportionate economic interest in the entity indicates that the equity holding was not impaired. There were no observable price changes in orderly transactions for identical or a similar holding or security of the Company’s Cost Method Holding during the year ended May 31, 2025. FS- 11 SHARE-BASED COMPENSATION The 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 of grant. 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. 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. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The grant date fair value of the award is recognized under the straight-line attribution method. The Company expensed approximately $ 460,000 and $ 837,000 of share-based compensation during the years ended May 31, 2025 and 2024, respectively. In 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 For the year ended May 31, 2025 2024 Dividend yield 0 % 0 % Expected volatility 105.90 - 117.41 % 100.54 - 111.98 % Risk free interest rate 3.68 - 4.52 % 4.00 - 4.59 % Expected term 4.69 - 6.25 years 4.69 - 6.25 years REVENUE RECOGNITION The Company has various contracts with customers, and these contracts specify the recognition of revenue based on the nature of the transaction. Revenues from product sales are recognized at the time the product is shipped, customarily FOB shipping point, which is when the transfer of control of goods has occurred and title passes. This applies to clinical lab products sold to domestic and international distributors, including hospitals, clinical laboratories, medical research institutions, medical schools, and pharmaceutical companies. OTC products are sold directly to 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 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. Furthermore, the Company offers margin guarantees to certain retail drug store customers to ensure a minimum profit margin. Should pricing adjustments cause these margins to fall below the agreed-upon thresholds, the Company is committed to compensating for the shortfall. This arrangement introduces variable consideration into our revenue recognition process. These considerations are estimated monthly based on actual sales and potential price reductions, ensuring accurate and compliant revenue reporting. For diagnostic testing services sold directly to patients or physician offices that require processing by a third-party CLIA-certified lab, we recognize revenue once the lab has completed the test results. For services related to contract manufacturing, revenue is recognized when the service has been performed. Services for some contract work are invoiced and recognized as the project progresses. As of May 31, 2025, the Company had approximately $ 55,000 of advances from domestic customers, which are prepayments on orders for future shipments. FS- 12 Disaggregation of revenue: The following is a breakdown of revenues according to markets to which the products are sold: SCHEDULE OF DISAGGREGATION REVENUE 2025 2024 For Year Ended May 31, 2025 2024 Clinical lab $ 3,181,000 $ 3,236,000 Over-the-counter 1,049,000 1,426,000 Contract manufacturing 1,070,000 741,000 Physician’s office 11,000 12,000 Total $ 5,311,000 $ 5,415,000 See Note 8 for additional information regarding geographic revenue concentrations. SHIPPING AND HANDLING FEES The Company includes shipping and handling fees billed to customers in net sales. RESEARCH AND DEVELOPMENT Research and development costs are expensed as incurred. 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. INCOME TAXES The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements that will result in taxable or deductible amounts in future years and the benefits of net operating loss and tax credit carryforwards. These temporary differences and the benefits of net operating loss and tax credit carryforwards are measured using enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets to the extent that management considers it is more likely than not that a deferred tax asset will not be realized. In determining the valuation allowance, the Company considers factors such as the reversal of deferred income tax assets, projected taxable income, and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense. As of May 31, 2025 and 2024, in accordance with ASC 740, the Company has a valuation allowance for all of its net deferred tax assets. 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 . The Company accounts for its uncertain tax provisions by using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, based solely on the technical merits, that the position will be sustained in an audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the appropriate amount of the benefit to recognize. The amount of benefit to recognize is measured as the maximum amount which is more likely than not to be realized. The tax position is derecognized when it is no longer more likely than not capable of being sustained. On subsequent recognition and measurement, the maximum amount which is more likely than not to be recognized at each reporting date will represent the Company’s best estimate, given the information available at the reporting date, although the outcome of the tax position is not absolute or final. The Company elected to follow an accounting policy to classify accrued interest related to liabilities for income taxes within the “Interest expense” line and penalties related to liabilities for income taxes within the “Other expense” line of the consolidated statements of operations and comprehensive loss. During 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. The 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. ADVERTISING COSTS The Company reports the cost of all advertising as expense in the period in which those costs are incurred. Advertising costs were approximately $ 35,000 and $ 101,000 for the years ended May 31, 2025 and 2024, respectively. FOREIGN CURRENCY TRANSLATION The subsidiary located in Mexico operates primarily using the Mexican peso. The subsidiary located in Germany operates primarily using the U.S. dollar, with an immaterial amount of transactions occurring using the Euro. Accordingly, assets and liabilities of these subsidiaries are translated using exchange rates in effect at the end of the year, and revenues and costs are translated using average exchange rates for the year. The resulting adjustments to assets and liabilities are presented as a separate component of accumulated other comprehensive loss. There are no foreign currency transaction gains or losses that are included in the consolidated statements of operations and comprehensive loss for the years ended May 31, 2025 and 2024. FS- 13 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES In February 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update which requires lessees to recognize most leases on the balance sheet with a corresponding right-of-use asset. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. Leases are classified as financing or operating which will drive the expense recognition pattern. The Company has elected to exclude short-term leases. The Company leases office space and copy machines, all of which are operating leases. Most leases include the option to renew and the exercise of the renewal options is at the Company’s sole discretion. Options to extend or terminate a lease are considered in the lease term to the extent that the option is reasonably certain of exercise. The leases do not include the options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. For additional information, see Note 9-Commitments and Contingencies. NET LOSS PER SHARE Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants and other convertible securities using the treasury stock method. The total amounts of anti-dilutive stock options not included in the loss per share calculation for the years ended May 31, 2025 and 2024 were 413,866 and 434,954 , respectively. SEGMENT REPORTING The 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. The 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. The Company’s reportable segment product sales, net and net income (loss) for the years ended May 31, 2025 and 2024 consisted of the following : SCHEDULE OF SEGMENT REPORTING 2025 2024 For the Year Ended May 31, 2025 2024 Net sales $ 5,311,000 $ 5,415,000 Cost of sales ( 4,813,000 ) ( 4,804,000 ) Gross profit 498,000 611,000 Operating expenses: Sales and marketing expense 1,628,000 2,339,000 General and administrative expense 2,984,000 3,148,000 Research and development expense 1,023,000 1,491,000 Total operating expense 5,635,000 6,978,000 Loss from operations ( 5,137,000 ) ( 6,367,000 ) Other income: Dividend and interest income 165,000 431,000 Total other income 165,000 431,000 Loss before income taxes ( 4,972,000 ) ( 5,936,000 ) Provision for income taxes ( 1,000 ) ( 42,000 ) Net loss $ ( 4,973,000 ) $ ( 5,978,000 ) REPORTING COMPREHENSIVE LOSS Comprehensive loss represents net loss and any revenues, expenses, gains and losses that, under GAAP, are excluded from net loss and recognized directly as a component of shareholders’ equity. Items of other comprehensive loss consist solely of foreign currency translation adjustments for the years ended May 31, 2025 and 2024. RECENT ACCOUNTING PRONOUNCEMENTS Recent ASU’s issued by the FASB and guidance issued by the SEC did not, or are not believed by the management to, have a material effect on the Company’s present or future consolidated financial statements. In 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. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The ASU includes enhanced disclosure requirements, primarily related to the rate reconciliation and income taxes paid information. The amendments are to be applied prospectively in the financial statements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. 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. In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)”. The ASU includes enhanced disclosure requirements, which mandates enhanced transparency in financial statements by requiring detailed disclosures of specific expenses like inventory purchases, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 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. FS- 14 NOTE 3: PROPERTY AND EQUIPMENT, NET The following is an approximate breakdown of property and equipment, net of accumulated depreciation: SCHEDULE OF PROPERTY AND EQUIPMENT, NET 2025 2024 May 31, 2025 2024 Equipment $ 1,384,000 $ 1,384,000 Furniture, fixtures and leasehold improvements 211,000 211,000 Less accumulated depreciation ( 1,460,000 ) ( 1,394,000 ) Net property and equipment $ 135,000 $ 201,000 NOTE 4: INTANGIBLE ASSETS, NET The following is an approximate breakdown of intangible assets, net of accumulated amortization: SCHEDULE OF INTANGIBLE ASSETS, NET 2025 2024 May 31, 2025 2024 Patents $ 297,000 $ 260,000 Less accumulated amortization-patents ( 69,000 ) ( 48,000 ) Intangible assets, net $ 228,000 $ 212,000 Expected amortization of intangible assets for the years ending May 31: SCHEDULE OF EXPECTED AMORTIZATION OF INTANGIBLE ASSETS 2026 $ 20,000 2027 20,000 2028 20,000 2029 20,000 2030 20,000 Thereafter 128,000 Total $ 228,000 NOTE 5: ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following is an approximate breakdown of accounts payable and accrued expenses balances: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES 2025 2024 May 31, 2025 2024 Accounts payable $ 295,000 $ 560,000 Accrued expenses 377,000 578,000 Total $ 672,000 $ 1,138,000 As 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. FS- 15 NOTE 6: SHAREHOLDERS’ EQUITY STOCK OPTION AND RESTRICTED STOCK PLANS In December 2014, the Company adopted and shareholders approved a stock option and restricted stock plan (the “2014 Plan”). Subsequently, in December 2017, the Company adopted and shareholders approved a stock option and restricted stock plan (the “2017 Plan”). 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. The Equity Incentive Plans provide that non-qualified options and incentive stock options and restricted stock may be granted to directors, affiliates, employees, or consultants of the Company. The Equity Incentive Plans authorize awards representing up to 112,500 , 112,500 , 150,000 , and 200,000 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 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 years after the date of grant. 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. Stock-based compensation expense for the years ended May 31, 2025 and 2024 is as follows: SCHEDULE OF STOCK BASED COMPENSATION EXPENSE 2025 2024 For the Year Ended May 31, 2025 2024 Cost of sales $ 37,000 $ 70,000 Selling, general and administrative 415,000 742,000 Research and development 8,000 25,000 Total stock option expense $ 460,000 $ 837,000 Activity as to aggregate stock options outstanding is as follows: SCHEDULE OF ACTIVITY TO AGGREGATE STOCK OPTIONS Number of Stock Options Weighted Average Exercise Price Aggregate Intrinsic Value Options Outstanding at May 31, 2023 292,547 $ 28.16 $ 146,000 Options granted 167,313 $ 9.02 $ - Options canceled or expired ( 24,906 ) $ 36.95 $ - Options Outstanding at May 31, 2024 434,954 $ 20.29 $ - Options granted 53,630 $ 2.78 $ - Options exercised ( 2,375 ) $ 6.56 $ 4,000 Options canceled or expired ( 72,343 ) $ 13.47 $ - Options Outstanding at May 31, 2025 413,866 $ 19.29 $ 18,000 Options vested and exercisable at May 31, 2025 296,578 $ 24.00 $ - The weighted average grant date fair value of options granted during 2025 and 2024 were $ 2.33 and $ 6.40 , respectively. Activity as to RSUs outstanding is as follows: SCHEDULE OF ACTIVITY OF RESTRICTED STOCK UNITS Weighted Average Number of Grant Date RSUs Fair Value Unvested RSUs at May 31, 2024 - $ - Granted 97,500 2.51 Unvested RSUs at May 31, 2025 97,500 $ 2.51 Stock-based compensation expense recognized related to RSUs for the years ended May 31, 2025 and 2024 is $ 64,000 and $ 0 , respectively. As of May 31, 2025, total stock-based compensation expense related to non-vested stock option awards not yet recognized totaled approximately $ 535,000 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, 2025 was 5.35 years. The weighted average remaining contractual term of options that were vested, exercisable, or expected to vest on May 31, 2025 was 6.24 years. COMMON STOCK ACTIVITY On 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, 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. PREFERRED STOCK ACTIVITY There was no preferred stock activity for the years ended May 31, 2025 and 2024. FS- 16 NOTE 7: INCOME TAXES Provision for income taxes for the years ended May 31 consists of the following: SCHEDULE OF PROVISION FOR INCOME TAXES 2025 2024 For the Year Ended May 31, 2025 2024 Current: U.S. Federal $ - $ - Foreign Taxes Subsidiaries - ( 41,000 ) State and local ( 1,000 ) ( 1,000 ) Total current ( 1,000 ) ( 42,000 ) Deferred: U.S. Federal - - State and local - - Total deferred - - Income tax expense $ ( 1,000 ) $ ( 42,000 ) Provision for income taxes differs from the amounts computed by applying the U.S. Federal income tax rate applicable for each year (21% for 2025 and 2024) to pretax income as a result of the following: SCHEDULE OF EFFECTIVE INCOME TAX RECONCILIATION 2025 2024 For the Year Ended May 31, 2025 2024 Computed “expected” tax benefit $ 1,044,000 $ 1,247,000 Increase (reduction) in income taxes resulting from: Change in valuation allowance ( 1,379,000 ) ( 1,428,000 ) State income taxes, net of federal benefit 337,000 459,000 Permanent tax differences and other 75,000 ( 148,000 ) Stock based compensation benefit ( 3,000 ) - Foreign taxes of subsidiaries ( 75,000 ) ( 172,000 ) Income tax expense $ ( 1,000 ) $ ( 42,000 ) The tax effect of significant temporary differences is presented below: SCHEDULE OF DEFERRED TAX ASSETS 2025 2024 May 31, 2025 2024 Deferred tax assets: Accounts receivable, principally due to allowance for credit losses $ 9,000 $ 5,000 Inventory valuation 132,000 131,000 Compensated absences 7,000 144,000 Net operating loss carryforwards 7,840,000 6,658,000 Tax credit carryforwards 89,000 1,380,000 Deferred rent expense/capitalized leases 1,450,000 11,000 Stock options 1,656,000 1,561,000 Sec 174 capitalized costs 1,000 501,000 Losses of foreign subsidiaries and other, net 567,000 2,000 Accumulated depreciation and amortization ( 3,000 ) ( 24,000 ) Total deferred tax assets 11,748,000 10,369,000 Less valuation allowance ( 11,748,000 ) ( 10,369,000 ) Net deferred tax asset $ - $ - The Company has provided a valuation allowance of approximately $ 11,748,000 and $ 10,369,000 as of May 31, 2025 and 2024, respectively. 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, 2025 and 2024 because the Company’s management believes that it is more likely than not that these assets will not be realized. On May 31, 2025, the Company has Federal income tax net operating loss carryforwards of approximately $ 28,378,000 . 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. FS- 17 As 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. Pursuant to Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss (“NOL”) and credit carryforwards may be limited by statute because of a cumulative change in ownership of more than 50%. Pursuant to Sections 382 and 383 of the IRC, the annual use of the Company’s NOLs and credit carryforwards would be limited if there is a cumulative change of ownership (as that term is defined in Section 382(g) of the IRC of greater than 50% in a three-year period). Management has not performed an analysis to determine if the Company has had a cumulative change in ownership of greater than 50%. For the year ended May 31, 2025, the Company performed an analysis and has not identified any uncertain tax positions as defined under ASC 740. 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 generally no longer subject to any income tax examinations by US federal or state tax authorities for years before fiscal 2021. The 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 U.S. 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. We do not expect this change in law to have any material effect on the Company. NOTE 8: GEOGRAPHIC INFORMATION The Company operates as one segment. Geographic information regarding net sales is approximately as follows: SCHEDULE OF GEOGRAPHIC INFORMATION For the Year Ended May 31, 2025 2024 Asia $ 1,718,000 32 % $ 1,881,000 35 % Europe 1,297,000 24 % 1,438,000 27 % North America 1,658,000 31 % 1,285,000 24 % Middle East 630,000 13 % 800,000 14 % South America 8,000 0 % 11,000 0 % Total $ 5,311,000 100 % $ 5,415,000 100 % NOTE 9: COMMITMENTS AND CONTINGENCIES OPERATING LEASES The Company leases facilities in Irvine, California and Mexicali, Mexico. As 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 made a security deposit of approximately $ 22,000 . In November 2016, the Company’s Mexican subsidiary, Biomerica de Mexico, entered into a 10 -year lease for approximately 8,100 square feet of manufacturing space. The Company has one 10 -year option to renew at the end of the initial lease period. Biomerica de Mexico also leases a smaller unit on a month-to-month basis for use in one manufacturing process. In addition, the Company leases a small office in Lindau, Germany on a month-to-month basis, as headquarters for BioEurope GmbH, its Germany subsidiary. For purposes of determining straight-line rent expense, the lease term is calculated from the date the Company first takes possession of the facility, including any periods of free rent and any renewal options periods that the Company is reasonably certain of exercising. The Company’s office and equipment leases generally have contractually specified minimum rent and annual rent increases are included in the measurement of the right-of-use asset and related lease liabilities. Additionally, under these lease arrangements, the Company may be required to pay directly, or reimburse the lessors, for some maintenance and operating costs. Such amounts are generally variable and therefore not included in the measurement of the right-of-use asset and related lease liabilities but are instead recognized as variable lease expense in the consolidated statements of operations and comprehensive loss when they are incurred. FS- 18 The following table presents information on our operating leases for the years ended May 31, 2025 and 2024: SCHEDULE OF OPERATING LEASES 2025 2024 For the Year Ended May 31, 2025 2024 Operating lease cost $ 353,000 $ 353,000 Variable lease cost 11,000 11,000 Short-term lease cost 11,000 14,000 Total lease cost $ 375,000 $ 378,000 The 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 2026 $ 375,000 2027 101,000 Total minimum future lease payments 476,000 Less: imputed interest 18,000 Total operating lease liabilities $ 458,000 The 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 2025 2024 For the Year Ended May 31, 2025 2024 Cash paid for operating lease liabilities $ 366,000 $ 356,000 Weighted-average remaining lease term (years) 1.23 2.27 Weighted-average discount rate 6.50 % 6.50 % The Company also has various insignificant leases for office equipment. RETIREMENT SAVINGS PLAN Effective September 1, 1986, the Company established a 401(k) plan for the benefit of its employees. The plan permits eligible employees to contribute to the plan up to the maximum percentage of total annual compensation allowable under the limits of IRC Sections 415, 401(k) and 404. The Company, at the discretion of its Board of Directors, may make contributions to the plan in amounts determined by the Board each year. No contributions by the Company have been made since the plan’s inception. LITIGATION The Company is, from time to time, involved in legal proceedings, claims, and litigation arising in the ordinary course of business. While the amounts claimed may be substantial, the ultimate liability cannot presently be determined because of considerable uncertainties that exist. Therefore, it is possible the outcome of such legal proceedings, claims, and litigation could have a material effect on quarterly or annual operating results or cash flows when resolved in a future period. However, based on facts currently available, management believes such matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. There were no legal proceedings pending as of May 31, 2025. CONTRACT AND LICENSING AGREEMENTS The 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 $ 7,000 and $ 10,000 is 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. NOTE 10: SUBSEQUENT EVENTS On 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. In 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. FS- 19