BMRA Biomerica Inc - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

On
May 29, 2026 (the “Effective Date”), Biomerica, Inc. (the “Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with each of the persons listed on Exhibit A thereto (the “Buyers”), whereby the Company
agreed to sell to the Buyers 78,750 shares owned by the Company (the “Shares”) of Diagnosis S.A., a medical products producer
and distributor headquartered in Białystok, Poland (“Diagnosis”), which represents approximately 6% of the issued
and outstanding shares of Diagnosis. Pursuant to the Purchase Agreement, the Company agreed to sell, and the Buyers agreed to buy, the
Shares for an aggregate purchase price of $500,000 (the “Purchase Price”). The Buyers are affiliated with Zackary Irani,
the Company’s Chief Executive Officer.

Pending
the transfer of the Shares to the Buyers pursuant to the Purchase Agreement (the “Transfer”), the Buyers delivered
the Purchase Price in exchange for a secured promissory term note (the “Note”) in the principal amount of $500,000. The Note
bears interest at a rate of 8% per annum (the “Stated Interest Rate”) and matures 12 months from the Effective Date (the
“Maturity Date”). Pursuant to the Note, the Company granted to the Buyers a continuing lien and security interest in all
of the Company’s right, title and interest in, to and under the Shares. The aggregate principal amount of the Note together with
all accrued and unpaid interest thereon, will be due and payable on the Maturity Date. Upon the completion of Transfer, the aggregate
principal amount of the Note together with all accrued and unpaid interest thereon, in excess of an amount equal to 60 days of interest
accrued on the Purchase Price at the Stated Interest Rate, will be forgiven in full.

The
Purchase Agreement contains customary representations, warranties and agreements by the Company and the Buyers, customary conditions
to closing, including, without limitation, all regulatory approvals for the Transfer required under Polish law,
which conditions are expected to be satisfied within thirty days after the Effective Date, and other obligations of the parties. The
representations, warranties and agreements contained in the Purchase Agreement were made only for purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting
parties.

The
foregoing descriptions of the Purchase Agreement and the Note are not complete and are qualified in their entirety by reference to the
full text of the Purchase Agreement and the form of Note included as Exhibit B thereto, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated by reference herein.

Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The
information set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.

Forward-Looking
Statements.

This
Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained
in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in
this Form 8-K other than statements of historical fact should be considered forward-looking statements, including, without limitation,
statements regarding the Company’s intended use of the net proceeds from the Offering, and the closing of the Offering. When used
herein, words including “anticipate,” “believe,” “can,” “continue,” “could,”
“designed,” “estimate,” “expect,” “forecast,” “goal,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would” and similar expressions are intended to identify
forward-looking statements, though not all forward-looking statements use these words or expressions. In addition, any statements or
information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events
or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon the Company’s
current expectations and various assumptions. The Company believes there is a reasonable basis for its expectations and beliefs, but
they are inherently uncertain. The Company may not realize its expectations, and its beliefs may not prove correct. Actual results could
differ materially from those described or implied by such forward-looking statements as a result of various important factors, including,
without limitation, the risks and uncertainties associated with market conditions, the satisfaction of customary closing conditions relating
to the Transfer, and the other important factors discussed under the caption “Risk Factors” in the Company’s Annual
Report on Form 10-K for the fiscal year ended May 31, 2025, as such factors may be updated from time to time in its other filings with
the SEC, which are accessible on the SEC’s website at www.sec.gov. These and other important factors could cause actual results
to differ materially from those indicated by the forward-looking statements made in this Current Report on Form 8-K. Any such forward-looking
statements represent management’s estimates as of the date of this Current Report on Form 8-K. While the Company may elect to update
such forward-looking statements at some point in the future, except as required by law, it disclaims any obligation to do so, even if
subsequent events cause the Company’s views to change. These forward-looking statements should not be relied upon as representing
the Company’s views as of any date subsequent to the date of this Current Report on Form 8-K.

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit

Description

10.1

Securities Purchase Agreement, dated May 29, 2026, between the Company and the Buyers

104

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