UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~AUGUST~~NOVEMBER 3130, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-37863

BIOMERICA, INC.

(Exact name of registrant as specified in its charter)

Delaware		95-2645573
(State or other jurisdiction of incorporation of organization)		(I.R.S. Employer Identification No.)
17571 Von Karman Avenue, Irvine, CA (Address of principal executive offices)		92614 (Zip Code)

17571 Von Karman Avenue, Irvine, CA		92614
(Address of principal executive offices)		(Zip Code)

(949) 645-2111

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock, par value $0.08 per share		BMRA		Nasdaq Capital Market

Indicate by check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (paragraph 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,”, “accelerated filer,”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding as of ~~October~~January 14, ~~2025~~2026, was 23,~~869~~020,~~900~~067.

BIOMERICA, INC.

INDEX

PART I	Financial Information
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets (unaudited) – August 31, 2025 and May 31, 2025	1
	Condensed Consolidated Balance Sheets (unaudited) – November 30, 2025 and May 31, 2025	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited) – Three Months Ended August 31, 2025 and 2024	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) – Three and Six Months Ended November 30, 2025 and 2024	2
	Condensed Consolidated Statements of Shareholders’ Equity (unaudited) – Three Months Ended August 31, 2025 and 2024	3
	Condensed Consolidated Statements of Shareholders’ Equity (unaudited) – Three and Six Months Ended November 30, 2025 and 2024	3
	Condensed Consolidated Statements of Cash Flows (unaudited) – Three Months Ended August 31, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows (unaudited) – Six Months Ended November 30, 2025 and 2024	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5 -13 12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1413 - 18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1918
Item 4.	Controls and Procedures	1918
PART II	Other Information	19
Item 1.	Legal Proceedings	2019
Item 1A.	~~Risks~~Risk Factors	2019
Item 5.	Other Information	2019
Item 6.	Exhibits	2019
	Signatures	2120

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	August 31, 2025			May 31, 2025
	November 30, 2025			May 31, 2025
Assets
Current Assets:
Cash and cash equivalents	$	32,~~053~~543,000		$	2,399,000
Accounts receivable, net		1947,~~205,~~000			731,000
Inventories, net		1,~~473~~524,000			1,490,000
Prepaid expenses and other		~~168~~177,000			255,000
Total current assets		5,~~899~~191,000			4,875,000
Property and equipment, net of accumulated depreciation and amortization		~~120~~105,000			135,000
Right-of-use assets, net of accumulated amortization of $1,305,000 and $1,223,000 as of August 31, 2025 and May 31, 2025, respectively		347,000			429,000
Right-of-use assets, net of accumulated amortization of $1,388,000 and $1,223,000 as of November 30, 2025 and May 31, 2025, respectively		264,000			429,000
Investments		165,000			165,000
Intangible assets, net of accumulated amortization of $74,000 and $69,000 as of August 31, 2025 and May 31, 2025, respectively		223,000			228,000
Intangible assets, net of accumulated amortization of $79,000 and $69,000 as of November 30, 2025 and May 31, 2025, respectively		219,000			228,000
Other assets		~~100~~90,000			113,000
Total Assets	$	6,~~854~~034,000		$	5,945,000
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses	$	~~681~~740,000		$	672,000
Accrued compensation		~~591~~545,000			655,000
Advances from customers		5430,000			55,000
Lease liabilities, current portion		~~367~~284,000			358,000
Total current liabilities		1,~~693~~599,000			1,740,000
Lease liabilities, net of current portion		~~6,000~~-			100,000
Total Liabilities		1,~~699~~599,000			1,840,000
Commitments and contingencies (Note 6)		-			-
Shareholders’ Equity:
Preferred stock, Series A 5% convertible, $0.08 par value, 571,429 shares authorized, none issued and outstanding as of August 31, 2025 and May 31, 2025		-			-
Preferred stock, Series A 5% convertible, $0.08 par value, 571,429 shares authorized, none issued and outstanding as of November 30, 2025 and May 31, 2025		-			-
Preferred stock, undesignated, no par value, 4,428,571 shares authorized, none issued and outstanding as of August 31, 2025 and May 31, 2025		-			-
Preferred stock, undesignated, no par value, 4,428,571 shares authorized, none issued and outstanding as of November 30, 2025 and May 31, 2025		-			-
Preferred stock, value		-			-
Common stock, $0.08 par value, 25,000,000 shares authorized, 2,815,410 and 2,546,216 issued and outstanding at August 31, 2025 and May 31, 2025, respectively		225,000			203,000
Common stock, $0.08 par value, 25,000,000 shares authorized, 2,947,966 and 2,546,216 issued and outstanding at November 30, 2025 and May 31, 2025, respectively		236,000			203,000
Additional paid-in capital		58,198,000			57,175,000
Additional paid-in-capital		58,788,000			57,175,000
Accumulated other comprehensive loss		(~~102~~103,000	)		(105,000	)
Accumulated deficit		(5354,~~166~~486,000	)		(53,168,000	)
Total Shareholders’ Equity		54,~~155~~435,000			4,105,000
Total Liabilities and Shareholders’ Equity	$	6,~~854~~034,000		$	5,945,000

The accompanying notes are an integral part of these statements.

BIOMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

	2025			2024			2025			2024
	For the Three Months Ended November 30,						For the Six Months Ended November 30,
	2025			2024			2025			2024
Net sales	$	1,210,000		$	1,636,000		$	2,590,000		$	3,444,000
Cost of sales		(1,159,000	)		(1,199,000	)		(2,113,000	)		(2,720,000	)
Gross profit		51,000			437,000			477,000			724,000

Operating expenses:
Selling, general and administrative		1,231,000			1,173,000			2,561,000			2,533,000
Research and development		193,000			257,000			405,000			554,000
Total operating expenses		1,424,000			1,430,000			2,966,000			3,087,000

Loss from operations		(1,373,000	)		(993,000	)		(2,489,000	)		(2,363,000	)

Other income:
Dividend, interest, and other income		58,000			40,000			1,180,000			97,000
Total other income		58,000			40,000			1,180,000			97,000

Loss before income taxes		(1,315,000	)		(953,000	)		(1,309,000	)		(2,266,000	)

Provision for income taxes		(5,000	)		3,000			(9,000	)		-

Net loss	$	(1,320,000	)	$	(950,000	)	$	(1,318,000	)	$	(2,266,000	)

Basic net loss per common share	$	(0.45	)	$	(0.06	)	$	(0.48	)	$	(0.13	)

Diluted net loss per common share	$	(0.45	)	$	(0.06	)	$	(0.48	)	$	(0.13	)

Weighted average number of common and common equivalent shares:
Basic		2,908,164			2,140,179			2,774,167			2,121,340

Diluted		2,908,164			2,140,179			2,774,167			2,121,340

Net loss	$	(1,320,000	)	$	(950,000	)	$	(1,318,000	)	$	(2,266,000	)

Other comprehensive income (loss), net of tax:
Foreign currency translation		(1,000	)		(4,000	)		2,000			(10,000	)

Comprehensive loss	$	(1,321,000	)	$	(954,000	)	$	(1,316,000	)	$	(2,276,000	)

	2025			2024
	For the Three Months Ended August 31,
	2025			2024
Net sales	$	1,380,000		$	1,807,000
Cost of sales		(956,000	)		(1,518,000	)
Gross profit		424,000			289,000
Operating expenses:
Selling, general and administrative		1,330,000			1,360,000
Research and development		212,000			297,000
Total operating expense		1,542,000			1,657,000
Loss from operations		(1,118,000	)		(1,368,000	)
Other income:
Dividend, interest, and other income		1,123,000			56,000
Total other income		1,123,000			56,000
Income (loss) before income taxes		5,000			(1,312,000	)
Provision for income taxes		(3,000	)		(4,000	)
Net income (loss)	$	2,000		$	(1,316,000	)
Basic net income (loss) per common share	$	0.00		$	(0.63	)
Diluted net income (loss) per common share	$	0.00		$	(0.63	)
Weighted average number of common and common equivalent shares:
Basic		2,638,699			2,103,154
Diluted		2,638,699			2,103,154
Net income (loss)	$	2,000		$	(1,316,000	)
Other comprehensive income (loss), net of tax:
Foreign currency translation		2,000			(6,000	)
Comprehensive income (loss)	$	4,000		$	(1,322,000	)

The accompanying notes are an integral part of these statements.

BIOMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

For the Three and Six Months Ended ~~August~~November 3130, 2024

	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, 2024		2,103,154	$	1168,~~346,~~000	$	5354,~~542~~720,000	$	(102,000	)	$	(48,195,000	)	$	6,591,000
Foreign currency translation		-		-		-		(6,000	)		-			(6,000	)
Share-based compensation		-		-		77,000		-			-			77,000
Net loss		-		-		-		-			(1,316,000	)		(1,316,000	)
Balances at August 31, 2024		2,103,154	$	1168,~~346,~~000	$	5354,~~619~~797,000	$	(108,000	)	$	(49,511,000	)	$	5,346,000
Foreign currency translation		-		-		-		(4,000	)		-			(4,000	)
Net proceeds from sales of common stock		189,423		15,000		552,000		-			-			567,000
Share-based compensation		-		-		155,000		-			-			155,000
Net loss		-		-		-		-			(950,000	)		(950,000	)
Balances at November 30, 2024		2,292,577	$	183,000	$	55,504,000	$	(112,000	)	$	(50,461,000	)	$	5,114,000

For the Three and Six Months Ended ~~August~~November 3130, 2025

	Common Stock				Additional Paid- in		Accumulated Other Comprehensive			Accumulated			Total ~~Stockholders~~Stockholder’s
	Shares		Amount		Capital		Loss			Deficit			Equity
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
Foreign currency translation		-		-		-		3,000			-			3,000
Net proceeds from sales of common stock		258,569		21,000		891,000		-			-			912,000
Share-based compensation		10,625		1,000		132,000		-			-			133,000
Net income		-		-		-		-			2,000			2,000
Net income loss		-		-		-		-			2,000			2,000
Balances at August 31, 2025		2,815,410		225,000		58,198,000		(102,000	)		(53,166,000	)		5,155,000
Balances at August 31, 2025		2,815,410	$	225,000	$	58,198,000	$	(102,000	)	$	(53,166,000	)	$	5,155,000
Balances		2,815,410		225,000		58,198,000		(102,000	)		(53,166,000	)		5,155,000
Balances		2,815,410	$	225,000	$	58,198,000	$	(102,000	)	$	(53,166,000	)	$	5,155,000
Foreign currency translation		-		-		-		(1,000	)		-			(1,000	)
Net proceeds from sales of common stock		132,556		11,000		472,000		-			-			483,000
Share-based compensation		-		-		118,000		-			-			118,000
Net loss		-		-		-		-			(1,320,000	)		(1,320,000	)
Net income (loss)		-		-		-		-			(1,320,000	)		(1,320,000	)
Balances at November 30, 2025		2,947,966	$	236,000	$	58,788,000	$	(103,000	)	$	(54,486,000	)	$	4,435,000
Balances		2,947,966	$	236,000	$	58,788,000	$	(103,000	)	$	(54,486,000	)	$	4,435,000

The accompanying notes are an integral part of these statements.

BIOMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	2025			2024
	For the Three Months Ended August 31,
	For the Six Months Ended November 30,
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	2,000		$	(1,316,000	)
Net loss	$	(1,318,000	)	$	(2,266,000	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2040,000			2143,000
Provision for allowance for credit losses		3870,000			128,000
Inventory reserve		7(37,000	)		52,000
Share-based compensation		~~133~~250,000			77232,000
Amortization of right-of-use asset		82165,000			76154,000
Changes in assets and liabilities:
Accounts receivable		(~~512~~285,000	)		(~~616~~387,000	)
Inventories		102,000			~~429~~585,000
Prepaid expenses and other		8778,000			~~106~~(9,000	)
Other assets		516,000			-6,000
Accounts payable and accrued expenses		1070,000			(49290,000	)
Accrued compensation		(63110,000	)		(1154,000	)
Advances from customers		(125,000	)		-
Reduction in lease liabilities		(86175,000	)		(78159,000	)
Net cash used in operating activities		(~~268~~1,259,000	)		(12,~~344~~135,000	)
Cash flows from investing activities:
Expenditures related to intangibles		-			(33,000	)
Net cash used in investing activities		-			(33,000	)
Cash flows from financing activities:
Gross proceeds from sale of common stock		~~939~~1,432,000			-392,000
Costs from sale of common stock		(1930,000	)		-(36,000	)
Net cash provided by financing activities		920,000			-
Deferred offering costs		-			24,000
Effect of exchange rate changes on cash		2,000			(6,000	)
Net cash provided by financing activities		1,402,000			380,000
Net increase (decrease) in cash and cash equivalents		654,000			(1,350,000	)
Effect of exchange rate changes on cash		1,000			(10,000	)
Net increase (decrease) in cash and cash equivalents		144,000			(1,798,000	)
Cash and cash equivalents at beginning of period		2,399,000			4,170,000
Cash and cash equivalents at end of period	$	32,~~053~~543,000		$	2,~~820~~372,000
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Income taxes	$	39,000		$	~~4,000~~-
Non-cash investing and financing activities:
Deferred offering costs	$	87,000		$	-
Stock issuance receivable	$	-		$	211,000

The accompanying notes are an integral part of these statements.

BIOMERICA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1: BASIS OF PRESENTATION

Biomerica, Inc. (“Biomerica,” “us,” “we,” “our,” or the “Company”) and its subsidiaries (which includes wholly-owned subsidiaries, Biomerica de Mexico and BioEurope GmbH) is a global biomedical ~~technology~~ technology company that develops, patents, manufactures and markets advanced diagnostic and therapeutic products used at the point-of-care (physicians’ offices and over-the-counter through drugstores and online) and in hospital/clinical laboratories for detection and/or treatment of medical conditions and diseases. Our diagnostic test products utilize immunoassay technology to analyze blood, urine, nasal, or fecal material from patients in the diagnosis of various diseases, food intolerances and other medical complications, and to measure the level of specific hormones, antibodies, antigens, or other substances, which may exist in the human body in extremely small concentrations. Our other existing products are primarily focused on gastrointestinal diseases, food intolerances, and certain esoteric tests. Our products are designed to enhance the health and well-being of people, while reducing total healthcare costs.

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~~Instead of broad and difficult to manage dietary restrictions, our inFoods® IBS product uses a simple blood sample and is designed to identify patient-specific foods that, ~~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~~ immune response in the patient, ~~which~~that inwhen ~~turn~~removed ~~can~~from ~~lead~~the todiet may alleviate IBS symptoms such as abdominal pain and cramping, bloating, diarrhea and constipation. A food identified as ~~positive, which is~~ causing an abnormal immune response in the patient, isa positive result, is simply removed from the diet to help alleviate IBS symptoms.

Our ~~existing~~range of medical diagnostic products ~~are~~is sold worldwide primarily in two markets: ~~(a)~~ clinical laboratories and ~~(b)~~ point-of-care (physicians’ offices). Most of our products are Conformite Europeenne (“CE”) marked and/or ~~sold~~registered with regulatory agencies in various countries for diagnostic use, ~~where~~with ~~they~~several ~~are~~cleared ~~registered~~ by ~~each~~the ~~country’s~~United ~~regulatory~~States ~~agency~~by the U.S. InFood ~~addition,~~and ~~some~~Drug ~~products are~~Administration ~~cleared~~(“FDA”) for sale in the United States ~~by the FDA~~.

The unaudited condensed consolidated financial statements herein have been prepared by management pursuant to the rules and regulations of the ~~United~~U.S. ~~States~~ Securities and Exchange Commission (“SEC”). The accompanying unaudited condensed consolidated financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited consolidated financial statements for the latest fiscal year ended May 31, 2025. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with ~~United~~U.S. ~~States~~ generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended ~~August~~November 3130, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2026. For further information, refer to the audited consolidated financial statements and notes thereto for the fiscal year ended May 31, 2025 included in our ~~Annual~~ Annual Report on Form 10-K filed with the SEC on August 29, 2025, as amended on our Annual Report on Form 10-K/A, filed with the SEC on ~~September~~ September 26, 2025. Management has evaluated all subsequent events and transactions through the date of filing this report.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements include the accounts of Biomerica, Inc. and its wholly-owned subsidiaries Biomerica de Mexico and BioEurope GmbH. All significant intercompany accounts and transactions have been eliminated in consolidation.

ACCOUNTING ESTIMATES

In order to prepare our consolidated financial statements in conformity with GAAP, we must make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Different assumptions or conditions may cause actual results to differ materially from these estimates. We monitor significant estimates made during the preparation of our financial statements on an ongoing basis. We believe our estimates and assumptions are reasonable under the current conditions; however, actual results may differ from these estimates under different future conditions.

We believe that the estimates and assumptions that are most important to the portrayal of our financial condition and results of operations, in that they require subjective or complex judgments, form the basis for the accounting policies deemed to be most critical to us. These relate to revenue recognition, bad debts, inventory overhead application, inventory reserves, lease liabilities, right-of-use assets and share based compensation. We believe estimates and assumptions related to these critical accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on our future financial conditions or results of operations. We suggest that our significant accounting policies be read in conjunction with ~~this~~the Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.

MARKETS AND METHODS OF DISTRIBUTION

The majority of our revenues come from the sale of products itwe ~~manufactures~~manufacture in the United States and Mexico, with certain raw materials ~~sourced~~ sourced from Asia and other regions. Our diagnostic business serves a diverse customer base that includes both domestic and international distributors, as well as hospitals, clinical laboratories, medical research institutions, pharmaceutical companies, drugstores, wholesalers, physicians’ offices, and e-commerce customers. A significant portion of our revenues are derived from international sales.

We employ a Director of Sales and Marketing for Europe and South America, based in Germany, who has over 20 years of experience in diagnostics and life sciences. This individual’s international business experience and multilingual capabilities have facilitated strong relationships across Europe, Eastern Europe, Middle East, Latin America, Canada, and the United States. We expect continued growth through the addition of new distributors and product lines in these regions.

~~Our~~We sell ~~markets~~and ~~its~~market our diagnostic products through distributors, advertising in medical and trade journals, trade show exhibitions, direct mailings, through our website and through ~~its~~a small internal sales team. The two primary markets we target are clinical laboratories and patient point-of-care testing.

LIQUIDITY AND GOING CONCERN

We have incurred ~~recurring~~net ~~operating~~ losses and negative cash flows from operations and have an accumulated deficit of approximately $5354,~~200~~486,000 as of ~~August 31~~November 30, 2025. As of ~~August~~November 3130, 2025, we had cash and cash equivalents of approximately $32,~~053~~543,000 and working capital of approximately $43,~~206~~592,000.

On September 28, 2023, we filed a new “shelf” registration statement on Form S-3 with the SEC, (the “Shelf Registration Statement”), which was declared effective on September 29, 2023, to replace the expiring “shelf” registration statement on Form S-3 that was filed in July 21, 2020, as amended on September 20, 2020 ~~(the “Shelf Registration Statement”)~~, ~~which~~ ~~was declared effective on September 29, 2023,~~ allowing ~~the~~us ~~Company~~ to issue up to $20,000,000 in shares of our common stock. Under ~~this~~ ~~registration~~the ~~statement~~Shelf Registration Statement, shares of our common stock may be sold from time to time for up to three years from the filing date . On May 10, 2024, we filed a prospectus supplement to the Shelf Registration Statement with the SEC to facilitate the sale of up to $5,500,000 in common stock through at-the-market (“ATM”) offerings, as defined in Rule 415 under the Securities Act (the “2024 ATM Offering”). As ~~part~~ part of this transaction, we incurred $81,000 in deferred offering costs during the year ended May 31, 2025.

During the ~~three~~six months ended ~~August~~November 3130, 2025, we sold ~~258~~391,~~569~~125 shares of our common stock at prices ranging from $3.34 to $34.6902 pursuant to to the 2024 ATM Offering, which resulted in gross proceeds of approximately $~~939~~1,432,000 and net proceeds to us of $~~912~~1,395,000 after deducting commissions for each sale and legal, accounting, and other fees related to offering in the amount of $2737,000.

We intend to use the net proceeds from any funds raised through the 2024 ATM Offering for general corporate purposes, including, but not limited to, sales and marketing activities, clinical studies and product development, acquisitions of assets, businesses, companies, or securities, capital expenditures, and working capital needs.

6Management assesses whether we have sufficient liquidity to fund our costs for the next twelve months from each financial statement issuance date to determine if there is a substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern over the next twelve months is influenced by several factors, including:

~~Management assesses~~● ~~whether~~Our weneed ~~have~~and ~~sufficient~~ability ~~liquidity~~ to ~~fund~~generate ~~its~~additional ~~costs~~revenue ~~for~~from international opportunities and sales within the ~~next~~United ~~twelve~~States ~~months~~of existing products, and from ~~each~~our ~~financial~~new ~~statement~~product ~~issuance date~~launches; ● Our need and ability to ~~determine~~access ifthe ~~there~~capital isand adebt ~~substantial~~markets ~~doubt~~to ~~about~~meet ~~our~~current ~~ability~~obligations and fund operations; ● Our capacity to ~~continue~~manage operating expenses and maintain or increase gross margins as awe ~~going~~grow; ~~concern.~~● Our ability to ~~continue~~retain askey employees and maintain critical operations with a ~~going~~ ~~concern~~substantially ~~over~~reduced workforce; and ● Certain SEC regulations that limit the ~~next~~amount ~~twelve~~of ~~months~~capital iswe ~~influenced~~can byraise ~~several~~through ~~factors,~~issuance ~~including:~~of its equity.

● Our need and ability to generate additional revenue from international opportunities and sales within the United States of existing products, and from our new product launches; ● 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 we can raise through issuance of its equity.

Management has analyzed our cash flow requirements through November 2026 and beyond. Based on this analysis, we believe our current cash and cash equivalents are insufficient to meet our operating cash requirements and strategic growth objectives for the next twelve 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.

As part of our efforts to reduce costs, we have implemented significant cost-cutting measures in an attempt to extend our cash runway and work towards increasing revenues to cover overhead costs.

These factors raise substantial doubt about our ability to continue as a going concern. Our future viability depends on the successful execution of our strategic plans, securing additional near-term financing, and achieving profitable operations.

~~Our~~Management has ~~consolidated~~analyzed ~~financial~~our ~~statements~~cash asflow ofrequirements ~~August~~through ~~31,~~December ~~2025~~2026 ~~were~~and ~~prepared~~beyond. Based on athis ~~going~~analysis, ~~concern~~we ~~basis,~~believe ~~which~~our ~~contemplates~~current ~~the~~cash and cash ~~realization~~equivalents ofare ~~assets~~insufficient ~~and~~to ~~the~~meet ~~settlement~~our ofoperating ~~liabilities~~cash requirements and ~~commitments~~strategic ingrowth ~~the~~objectives ~~normal~~for ~~course~~the ofnext ~~business~~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 issuance, 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, or to enable the Company to continue as a going concern.

Our consolidated financial statements as of November 30, 2025, were prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

CONCENTRATION OF CREDIT RISK

We maintain cash balances at certain financial institutions in excess of amounts insured by federal agencies. From time to time, we have uninsured balances. We do not believe we are exposed to any significant credit risks.

We provide credit in the normal course of business to customers throughout the United States and in foreign markets. We perform ongoing credit evaluations of our customers and ~~requires~~require accelerated prepayment in some circumstances.

Consolidated net sales were approximately $1,~~380~~210,000 ~~for~~and ~~the three months ended August 31, 2025, compared to~~ $1,~~807~~636,000 for the ~~same period in 2024. For the~~ three months ended ~~August~~November 3130, 2025, weand ~~had~~2024, ~~one~~respectively, ~~key~~and ~~customer~~approximately $2,590,000 ~~located~~and ~~in Asia~~$3,444,000 ~~who accounted~~ for ~~48% of net sales. For~~ the ~~three~~six months ended ~~August~~November 3130, ~~2024,~~2025 ~~we had two key customers located in North America~~ and ~~Asia~~2024, respectively~~, who collectively accounted for 55% of net sales~~.

AsFor ofthe ~~August~~three 31months ended November 30, 2025, ~~and~~we ~~May~~had ~~31,~~three ~~2025,~~key ~~total~~customers ~~gross~~who ~~receivables~~are ~~were~~located ~~approximately~~in $1Asia,~~269,000~~ North America and ~~$757~~the Middle East,~~000,~~ which ~~respectively~~accounted for 55% of net consolidated sales. OnFor ~~these~~the ~~dates~~three months ended November 30, 2024, we had ~~two and~~ four key customers, ~~respectively,~~who are located in ~~Asia,~~the ~~North America~~Middle East, Asia and Europe., ~~These~~which ~~customers~~ accounted for 6758% of ~~and~~net consolidated sales. For the six months ended November 30, 2025, we had one key customer who is located in Asia which ~~69%~~accounted for 39% of net consolidated sales. For the ~~gross~~six ~~accounts~~months ~~receivable~~ended November 30, ~~respectively~~2024, we had two key customers who are located in North America and Asia which accounted for 46% of net consolidated sales.

~~For~~As of ~~the~~November ~~three~~30, ~~months~~2025 ~~ended~~and ~~August~~May 31, 2025, nototal ~~vendor~~gross ~~accounted~~receivables ~~for~~were ~~10% or~~approximately ~~more~~$1,043,000 ofand ~~total~~$757,000, ~~raw material purchases~~respectively. ~~For~~On ~~the~~these ~~three~~dates, we ~~months~~had ~~ended~~four ~~August~~key 31customers, ~~2024~~respectively, ~~two~~located ~~vendors,~~ in ~~the aggregate~~Asia, ~~accounted~~North ~~for~~America, ~~approximately 34%~~Europe, ofand ~~total~~the ~~raw~~Middle ~~material purchases~~East. AsThese ofcustomers ~~August~~accounted for ~~31,~~75% ~~2025,~~and ~~no vendor represented 10~~69% ~~or more~~ of the ~~our~~gross accounts ~~payable. As of May 31~~receivable, ~~2025, one vendor represented approximately 20% of our accounts payable~~respectively.

7For the three months ended November 30, 2025, we had one key vendor which accounted for 12% of the purchases of raw materials. For the three months ended November 30, 2024, we had two key vendors which accounted for 32% of the purchases of raw materials. For the six months ended November 30, 2025, we had one vendor which accounted for 10% of the purchases of raw materials. For the six months ended November 30, 2024, we had two vendors which accounted for 24% of the purchases of raw materials.

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

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~~

We extend unsecured credit to ~~its~~our customers on a regular basis. International accounts are usually required to prepay until they ~~establish~~ establish a history with us and at that time, they are extended credit at levels. ~~Initial~~Our ~~credit~~designated ~~levels~~officers ~~for~~and ~~individual~~managers ~~distributors are~~apply ~~approved~~various bycriteria ~~our~~to ~~designated~~establish initial ~~officers~~credit ~~and~~levels ~~managers based~~for onindividual ~~various criteria~~distributors. All increases in credit limits are also approved by designated upper-level management.

We adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (codified as Accounting Standards Codification (“ASC”) 326) on June 1, 2023. ASC 326 adds to U.S. GAAP the current expected credit loss (“CECL”) model, a measurement model based on expected losses rather than incurred losses. Prior to the adoption of ASC 326, we evaluated receivables on a quarterly basis and adjusted the allowance for doubtful accounts accordingly. Balances over 90 days old were usually reserved unless collection was reasonably assured. Under the application of ASC 326, our historical credit loss experience provides the basis for the estimation of expected credit losses, as well as current economic and business conditions, and anticipated future economic events that may impact collectability. In developing its expected credit loss estimate, we evaluated the appropriate grouping of financial assets based upon its evaluation of risk characteristics, including consideration of the types of products and services sold. Account balances are written off against the allowance for expected credit losses after all means of collection have been exhausted and the potential for recovery is considered remote.

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 ~~August~~November 3130, 2025 and May 31, 2025, we ~~had~~have established a reserve of approximately $6496,000 and $26,000, respectively, for credit losses.

PREPAID EXPENSES AND OTHER

We occasionally prepay for items such as inventory, insurance, and other items. These items are reported as prepaid expenses and other, until either the inventory is physically received, or the insurance and other items are expensed.

As of ~~August~~November 3130, 2025 and May 31, 2025, the ~~prepaids~~prepaid expenses were approximately $~~168~~177,000 and $255,000, respectively, ~~comprised~~and were composed of prepayments to insurance and various other suppliers.

INVENTORIES, NET

We value inventory at the lower of cost (determined using a combination of specific lot identification and the first-in, first-out methods) or net realizable value. 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.

Net inventories are ~~comprised~~approximately of the following:

SCHEDULE OF NET INVENTORIES

	August 31, 2025			May 31, 2025
	November 30, 2025			May 31, 2025
Raw materials	$	~~976~~1,010,000		$	1,071,000
Work in progress		~~816~~865,000			743,000
Finished products		~~159~~83,000			147,000
Total gross inventory		1,~~951~~958,000			1,961,000
Inventory reserves		(~~478~~434,000	)		(471,000	)
Net inventory	$	1,~~473~~524,000		$	1,490,000

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 ~~August~~November 3130, 2025, and May 31, 2025, inventory reserves were approximately $~~478~~434,000 and $471,000, 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 ~~was~~were approximately $15,000 and $17,000 for the three months ended ~~August~~November 3130, 2025 and 2024, respectively, and approximately $30,000 and $34,000 for the six months ended November 30, 2025 and 2024, respectively.

INTANGIBLE ASSETS, NET

Intangible assets include trademarks, product rights, technology rights and patents, and are accounted for based on ASC 350 Intangibles – Goodwill and Other,. In that regard, intangible assets that have indefinite useful lives are not amortized but are tested at least annually for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Intangible 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 years. Amortization ~~expense~~expenses ~~was~~were approximately $5,000 and $4,000 for the three months ended ~~August~~November 3130, 2025, and 2024, respectively, and approximately $10,000 and $8,000 for the six months ended November 30, 2025, and 2024, respectively. Amortizing intangible assets are tested for impairment if management determines that events or changes in circumstances indicate that the asset might be impaired.

We assess the recoverability of these intangible assets by determining whether the amortization of the asset’s balance over its remaining life can be recovered through projected undiscounted future cash flows. We use a qualitative assessment to determine whether there is any impairment. During the ~~three~~six months ended ~~August~~November 3130, 2025, and 2024, there were no impairment adjustments.

INVESTMENTS

We have made investments in a privately held Polish distributor, which is primarily engaged in distributing medical products and devices, including the distribution of the products sold by us. We invested approximately $165,000 into the Polish distributor and own approximately 6% of the Polish distributor.

Equity holdings in nonmarketable unconsolidated entities in which we are not able to exercise significant influence (“Cost Method Holdings”) are accounted for at our initial cost, minus any impairment (if any), plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar holding or security of the same issuer. Dividends received are recorded as other income.

9We assess our equity holdings for impairment whenever events or changes in circumstances indicate that the carrying value of an equity holding may not be recoverable. Management reviewed the underlying net assets of our equity method holding as of November 30, 2025 and determined that our proportionate economic interest in the entity indicates that the equity holding was not impaired. There were no observable price changes in orderly transactions for identical or a similar holding or security of our Cost Method Holdings during the period ended November 30, 2025.

We assess our equity holdings for impairment whenever events or changes in circumstances indicate that the carrying value of an equity holding may not be recoverable. Management reviewed the underlying net assets of our equity method holding as of August 31, 2025 and determined that our proportionate economic interest in the entity indicates that the equity holding was not impaired. There were no observable price changes in orderly transactions for identical or a similar holding or security of our Cost Method Holdings during the period ended August 31, 2025.8

SHARE-BASED COMPENSATION

We follow the guidance of ASC 718, Share-based Compensation, which requires the use of the fair-value based method to determine ~~compensation~~ compensation for all arrangements under which employees and others receive shares of stock or equity instruments (options). We grant stock options and restricted stock under equity incentive plans. We measure all share-based payment awards at their grant-date fair value. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model that uses assumptions for expected volatility, expected dividends, expected forfeiture rate, expected term, and the risk-free interest rate. We have not paid dividends historically and ~~does~~do not expect to pay them in the foreseeable future. Expected volatilities are based on weighted averages of the historical volatility of our common stock estimated over the expected term of the options. The expected forfeiture rate is based on historical forfeitures experienced. The expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term as historically we had limited exercise activity surrounding our options. The risk-free rate is based 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 following summary presents the options granted, exercised, expired, canceled and outstanding for the ~~three~~six months ended ~~August~~November 3130, 2025:

SUMMARY OF OPTIONS ACTIVITY

	Option Shares			Weighted Average Exercise Price
Options Outstanding at May 31, 2025		413,866		$	19.29
Cancelled or expired		(720	)		12.70
Granted		40,375			2.90
Options Outstanding at August 31, 2025		413,146		$	19.31
Cancelled or expired		(9,533	)		17.38
Options Outstanding at November 30, 2025		444,708		$	17.85

During the three months ended ~~August~~November 3130, 2025, we expensed approximately $7472,000 in share-based compensation ~~related to stock options~~, compared to $77155,000 for the same period in 2024. For the six months ended November 30, 2025 share-based compensation expenses were approximately $145,000 in 2025 and $232,000 in 2024.

The following summary presents the restricted stock awards granted, ~~vested~~exercised, ~~forfeited~~expired, cancelled and outstanding for the ~~three~~six months ended November ~~August 31~~30, 2025:

SCHEDULE OF RSUs ACTIVITY

	Restricted Stock Awards			Weighted Average Grant Date Fair Value
Unvested Restricted Stock Awards at May 31, 2025		97,500		$	2.51
Granted		10,000			3.19
Vested		(10,625	)		2.51
Unvested Restricted Stock Awards at August 31, 2025		96,875		$	2.58
Unvested Restricted Stock Awards at November 30, 2025		96,875		$	2.58

During the three months ended ~~August~~November 3130, 2025, we expensed approximately $5946,000 related to Restricted Stock Awards. No share-based compensation expense related to restricted stock was recognized during the three months ended ~~August~~November 3130, 2024. For the six months ended November 30, 2025 share-based compensation expenses were approximately $105,000. No share-based compensation expense related to restricted stock was recognized during the six months ended November 30, 2024.

REVENUE RECOGNITION

We have 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 ~~Freight~~Free on Board (“FOB”) shipping point, which is when the transfer of control of goods has occurred and title passes. This applies to clinical lab products sold to domestic and international distributors, including hospitals, clinical laboratories, medical research institutions, medical schools, and pharmaceutical companies. OTC products are sold directly to ~~drug stores,~~ e-commerce customers, and distributors, while physicians’ office products are sold to physicians and distributors. We generally do not allow returns except in cases of defective merchandise, and therefore, do not establish an allowance for returns. Additionally, we have contracts with customers that provide purchase discounts contingent on achieving specified sales volumes. These contracts are regularly evaluated, and we do not anticipate granting any discounts through the end of the contract period.

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 ~~August~~November 3130, 2025, we had approximately $5430,000 in advances from domestic customers, which are prepayments on orders for future shipments.

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		2025		2024
	Three Months Ended August 31,
	Three Months Ended November 30,				Six Months Ended November 30,
	2025		2024		2025		2024
Clinical lab	$	1676,~~024,~~000	$	1777,~~278,~~000	$	1,700,000	$	2,057,000
Contract manufacturing		192,000		339,000
Over-the-counter		361,000		596,000		522,000		782,000
Over-the-counter		161,000		187,000
Contract manufacturing		172,000		260,000		363,000		599,000
Physician’s office		31,000		3,000		5,000		6,000
Total	$	1,~~380~~210,000	$	1,~~807~~636,000	$	2,590,000	$	3,444,000

See Note 4 for additional information regarding geographic revenue concentrations.

SHIPPING AND HANDLING FEES

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

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred. We expensed approximately $~~212~~193,000 and $~~297~~257,000 of research and development costs during the three months ended November 30, 2025 and 2024, respectively, and approximately $405,000 and $554,000 of research and development costs during the ~~three~~six months ended ~~August~~November 3130, 2025 and 2024, respectively.

INCOME TAXES

WeFor the three months ended November 30, 2025, we had an income tax expense ~~for~~of approximately $5,000. For the ~~three~~six months ended ~~August~~ ~~31,~~November 30, 2025, we had an income tax expense of approximately $39,000,. ~~consisting~~These expenses consisted of state minimum taxes and ~~foreign~~ miscellaneous foreign taxes. During the three and six months ended ~~August 31~~November 30, 2025, we had a net operating loss (“NOL”) that generated deferred tax assets for NOL carryforwards. Deferred income tax assets and liabilities are recognized for temporary differences between the financial statements and income tax carrying values using tax rates in effect for the years such differences are expected to reverse. Due to uncertainties surrounding our ability to generate future taxable income and consequently realize such deferred income tax assets, we have determined that it is more likely than not that these deferred tax assets will not be realized. Accordingly, we have established a full valuation allowance against its deferred tax assets as of ~~August~~November 3130, 2025.

Our policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. For the three and six months ended ~~August~~November 3130, 2025, we had no accrued interest or penalties related to uncertain tax positions.

ADVERTISING COSTS

We report the cost of advertising as an expense in the period in which those costs are incurred. Advertising costs were approximately $97,000 and $1412,000 for the three months ended ~~August~~November 3130, 2025 and 2024, respectively., and approximately $17,000 and $26,000 during the six months ended November 30, 2025 and 2024, respectively

FOREIGN CURRENCY TRANSLATION

Biomerica de de Mexico, ~~the~~our subsidiary ~~located~~ in Mexico, operates primarily using the Mexican peso. BioEurope GmbH, the subsidiary located in Germany, operates primarily using the U.S. dollar, with an immaterial amount of transactions occurring using the Euro. Accordingly, assets and liabilities of these subsidiaries are translated using exchange rates in effect at the end of the period, and revenues and costs are translated using average exchange rates for the period. The resulting translation adjustments to assets and liabilities are presented as a separate component of accumulated other comprehensive loss. There are no foreign currency transactions that are included in the condensed consolidated statements of operations ~~and comprehensive~~ ~~income (loss)~~ for the three and six months ended ~~August~~November 3130, 2025 and 2024.

RIGHT-OF-USE ASSETS AND LEASE LIABILITY

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 our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. Leases are classified as financing or operating which will drive the expense recognition pattern. We have elected to exclude short-term leases. Our leases office space and copy machines, all of which are operating leases. Most leases include the option to renew and the exercise of the renewal options is at our sole discretion. Options to extend or terminate a lease are considered in the lease term to the extent that the option is reasonably certain of exercise. The leases do not include the options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term.

NET ~~INCOME (~~LOSS) PER SHARE

Basic ~~income (~~loss) per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted ~~income (~~loss) per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants and other convertible securities using the treasury stock method. The total amount of anti-dilutive stock options not included in the loss per share calculation aton ~~August~~November 3130, 2025 and 2024 was ~~413~~444,~~146~~708 and ~~413~~401,~~269~~827, respectively.

SEGMENT REPORTING

We define our segments on the basis in which internally reported financial information is reviewed by the Chief Operating Decision ~~Maker~~ Maker (the “CODM”) to analyze financial performance, make decisions, and allocate resources. We manage our operations as a ~~single~~ single operating and reportable segment, which focus on the development, manufacture, marketing, and sale of diagnostic products. As all material financial information is included in the consolidated results we have identified one reportable segment. The CODM uses net income (loss) and cash flow information to evaluate performance, including detailed cost information as part of the budget and forecasting process and considers budget-to-actual variances on a regular basis when making decisions about the allocation of operating and capital resources. We measure segment profit or loss isin net income (loss) as reported in the consolidated financial statements.

The accounting policies used in the segment reporting are the same as those described in the summary of significant accounting policies. Our CODM is the Chief Executive Officer.

~~Our reportable segment product sales, net and net income (loss) during the three months ended August 31, 2025 and 2024 consisted of the following:~~10

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

SCHEDULE OF SEGMENT REPORTING

	2025			2024			2025			2024
	For the Three Months Ended August 31,
	For the Three Months Ended November 30,						For the Six Months Ended November 30,
	2025			2024			2025			2024
Net sales	$	1,~~380~~210,000		$	1,~~807~~636,000		$	2,590,000		$	3,444,000
Cost of sales		(~~956~~1,159,000	)		(1,~~518~~199,000	)		(2,113,000	)		(2,720,000	)
Gross profit		~~424~~51,000			~~289~~437,000			477,000			724,000
Operating expenses:
Sales and marketing expense		1462,~~330,~~000			1434,~~360,~~000			869,000			927,000
General and administrative expense		769,000			739,000			1,692,000			1,606,000
Research and development expense		~~212~~193,000			~~297~~257,000			405,000			554,000
Total operating expense		1,~~542~~424,000			1,~~657~~430,000			2,966,000			3,087,000
Loss from operations		(1,~~118~~373,000	)		(1993,~~368,~~000	)		(2,489,000	)		(2,363,000	)
Other income:
Dividend, interest, and other income		158,~~123,~~000			5640,000			1,180,000			97,000
Total other income		158,~~123,~~000			5640,000			1,180,000			97,000
Loss before income taxes		5(1,315,000	)		(1953,~~312,~~000	)		(1,309,000	)		(2,266,000	)
Provision for income taxes		(35,000	)		(43,000	)		(9,000	)		-
Net loss	$	2(1,320,000	)	$	(1950,~~316,~~000	)	$	(1,318,000	)	$	(2,266,000	)

Dividend, interest, and other income for the three months ended ~~August~~November 3130, 2025, ~~included~~increased ~~$1,100,000~~primarily ~~related~~due to ~~the~~dividend ~~Employee~~distributions ~~Retention~~received ~~Credit (“ERC”), a refundable payroll-tax~~from ~~credit~~an ~~established~~investment ~~under~~holding ~~the~~entity Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. We account for ERC claims in accordance with ASC 450-30, “Gain Contingencies,” and therefore recognizes income only when all related contingencies have been resolved and receipt of the refund is realized or realizable. The ERC relates to qualified wages paid during ~~calendar year 2021 under~~ the ~~COVID-19~~current ~~pandemic relief programs and represents a one-time, non-recurring item that will not impact future reporting periods~~period.

Dividend, interest, and other income for the six months ended November 30, 2025, included $1,100,000 related to the Employee Retention Credit (“ERC”), a refundable payroll-tax credit established under the Coronavirus Aid, Relief, and Economic Security (“CARES”). We account for ERC claims in accordance with ASC 450-30, “Gain Contingencies,” and therefore recognize income only when all related contingencies have been resolved and receipt of the refund is realized or realizable. The ERC relates to qualified wages paid during calendar year 2021 under the COVID-19 pandemic relief programs and represents a one-time, non-recurring item that will not impact future reporting periods.

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 our present or future consolidated financial statements~~, except as follows:~~.

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 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the effect of adopting this pronouncement on our financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The ASU includes enhanced disclosure requirements, primarily related to the rate reconciliation and income taxes paid information. The amendments are to be applied prospectively in the financial statements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the effect of adopting this pronouncement on our financial statements and disclosures.

In July 2025, the FASB issued Update ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. This ASU provides targeted amendments to clarify the measurement of expected credit losses for accounts receivable and contract assets and introduces a practical expedient and related accounting policy election for certain entities. The amendments will be effective for annual reporting periods beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the effect of adopting this pronouncement on our financial statements and disclosures.

In December 2025, the FASB issued Update ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”. This ASU clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations. The ASU does not introduce significant changes to recognition or measurement guidance. The amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the effect of adopting this pronouncement on our financial statements and disclosures.

NOTE 3: SHAREHOLDERS’ EQUITY

On September 28, 2023, we filed ~~a “shelf” registration statement on Form S-3 with~~ the ~~SEC~~Shelf onRegistration ~~September 28, 2023, which was declared effective on September 29, 2023,~~ allowing us to issue up to $20,000,000 of equity value in share of common stock. Under the ~~this~~Shelf ~~registration~~Registration ~~statement~~Statement, shares of our common stock may be sold from time to time for up to three years from the filing date. On May 10, 2024, we filed a prospectus supplement with the SEC, as part of the ~~“shelf”~~Shelf ~~registration~~Registration ~~statement on Form S-3~~Statement. This prospectus supplement was intended to facilitate the sale of up to $5,500,000 in common stock through the 2024 ATM Offering.

During the ~~three~~six months ended ~~August~~November 3130, 2025, we sold ~~258~~391,~~569~~ 125 shares of our common stock at prices ranging from $3.34 to $34.~~69 pursuant~~02 pursuant to the 2024 ATM Offering, which resulted in gross proceeds of approximately $~~939~~1,432,000 and net proceeds to us of $~~912~~1,395,000 after deducting commissions for each sale and legal, accounting, and other fees related to offering in the amount of $2730,000, ~~including~~ as well as $87,000 of previously capitalized deferred offering costs.

NOTE 4: GEOGRAPHIC INFORMATION

We operate as one segment. Geographic information regarding net sales is approximately as follows:

SCHEDULE OF GEOGRAPHIC INFORMATION

	2025		2024		2025		2024
	Three Months Ended August 31,
	Three Months Ended November 30,				Six Months Ended November 30,
	2025		2024		2025		2024
Revenues from sales to unaffiliated customers:
Asia	$	~~670~~358,000	$	~~817~~431,000	$	1,032,000	$	1,248,000
Europe		305,000		470,000
North America		443,000		551,000		757,000		978,000
North America		318,000		427,000
Europe		262,000		311,000		567,000		782,000
Middle East		85137,000		90341,000		222,000		431,000
South America		210,000		32,000		12,000		5,000
Total	$	1,~~380~~210,000	$	1,~~807~~636,000	$	2,590,000	$	3,444,000
Revenues	$	1,~~380~~210,000	$	1,~~807~~636,000	$	2,590,000	$	3,444,000

As of ~~August~~November 3130, 2025 and May 31, 2025, approximately $~~480~~469,000 and $483,000 of our gross inventory was located in Mexicali, Mexico, respectively.

As of ~~August~~November 3130, 2025 and May 31, 2025, approximately $98,000 and $10,000 of our property and equipment, net of accumulated ~~depreciation~~ depreciation and amortization, was located in Mexicali, Mexico, respectively.

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NOTE 5: LEASES

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

As of ~~August~~November 3130, 2025, we had approximately 22,000 square feet of floor space at ~~its~~our corporate headquarters at 17571 Von Karman ~~Avenue~~ Avenue in Irvine, California. This facility includes administration, research and development, certain manufacturing, shipping and inventory storage. The lease for ~~its~~our headquarters expires in August 2026. We have the option to extend the lease for an additional five-year term. We made a security deposit of approximately $22,000.

In November 2016, Biomerica de Mexico, our Mexican subsidiary, entered into a 10-year lease for approximately 8,100 square feet of manufacturing space. It has one 10-year option to renew at the end of the initial lease period. Biomerica de Mexico also leases a smaller unit on a month-to-month basis for use in ~~our~~one manufacturing process.

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

For purposes of determining straight-line rent expense, the lease term is calculated from the date we first ~~takes~~take possession of the facility, including any periods of free rent and any renewal options periods that we are reasonably certain of exercising. Our office and equipment leases generally have contractually specified minimum rent and annual rent increases are included in the measurement of the right-of-use asset and related lease liabilities. Additionally, under these lease arrangements, we may be required to pay directly, or reimburse the lessors, for some maintenance and operating costs. Such amounts are generally variable and therefore not included in the measurement of the right-of-use asset and related lease liabilities but are instead recognized as variable lease expense in the consolidated statements of operations and comprehensive ~~income (~~loss) when they are incurred.

The following table presents information on our operating leases for the three and six months ended ~~August~~November 3130, 2025 and 2024:

SCHEDULE OF OPERATING LEASES

	2025	~~2025~~	2024	~~2024~~	2025		2024
	Three Months Ended August 31,
	Three Months Ended November 30,				Six Months Ended November 30,
	2025	~~2025~~	2024	~~2024~~	2025		2024
Operating lease cost	$	88,000	$	88,000	$	176,000		176,000
Variable lease cost		32,000		2,000		5,000		5,000
Short-term lease cost		-3,000		23,000		4,000		4,000
Total lease cost	$	9193,000	$	9293,000	$	185,000	$	185,000

The approximate maturity of lease liabilities as of ~~August~~November 3130, 2025 are as follows:

Year Ending May 31:
Year Ending November 30:
	Operating Leases
2026 (excluding the three months ended August 31, 2025)	$	379,000
2026 (excluding the six months ended November 30, 2025)	$	290,000
2027		6,000
Total minimum future lease payments		290,000
Total minimum future lease payments		385,000
Less: imputed interest		6,000
Less: imputed interest		12,000
Total operating lease liabilities	$	284,000
Total operating lease liabilities	$	373,000

The following table summarizes ~~the~~ our other supplemental lease information for the ~~three~~six months ended ~~August~~November 3130, 2025 and 2024:

	2025	~~2025~~		2024	~~2024~~
	Three Months Ended August 31,
	Six Months Ended November 30,
	2025	~~2025~~		2024	~~2024~~
Cash paid for operating lease liabilities	$	92187,000		$	90182,000
Weighted-average remaining lease term (years)		10.0277			21.0207
Weighted-average discount rate		56.7850	%		6.50	%

~~The~~We ~~Company~~ also ~~has~~have various insignificant leases for office equipment.

NOTE 6: COMMITMENTS AND CONTINGENCIES

LITIGATION

We are, from time to time, involved in legal proceedings, claims, and litigation arising in the ordinary course of business. While the amounts claimed may be substantial, the ultimate liability cannot presently be determined because of considerable uncertainties that exist. Therefore, it is possible the outcome of such legal proceedings, claims, and litigation could have a material effect on quarterly or annual operating results or cash flows when resolved in a future period. However, based on facts currently available, management believes such matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

There were no material legal proceedings pending as of ~~August~~November 3130, 2025.

NOTE 7: SUBSEQUENT EVENTS

None.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes thereto included in Part I, Item 1 of this Report and the audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended May 31, 2025 (our 2025 Annual Report).

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q” or “Quarterly Report”) contains forward-looking statements within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements in this Quarterly Report, other than statements of historical facts, including, without limitation, statements regarding our strategy, future operations, future operating expenses, future financial position, future revenue, projected costs, prospects, plans, intentions, expectations, goals and objectives may be forward-looking statements. The forward-looking statements in this Quarterly Report do not constitute guarantees of future performance, and actual results could differ materially from those expressed or implied in any forward-looking statements. In some cases, you can identify forward-looking statements by words such as “believe,” “expect,” “anticipate,” “contemplate,” “estimate,” “project,” “forecast,” “would,” “may,” “should,” “will,” “could,” “can,” “potential,” “possible,” “proposed,” “plan,” “develop,” “opportunity,” “intend,” “initiative,” “target,” “maintain,” “continue,” “strive,” “progress,” “aim,” or the negative of these terms or other comparable expressions.

Factors, among others, that could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement include:

	●	the ability to raise additional capital and continue as a going concern;
	●	the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
	●	the scope of protection we are able to establish and maintain for our intellectual property rights covering our products and technology;
	●	the ability to compete in our industry, including against competitors that have significantly greater financial, technical and marketing resources than we do;
	●	the ability to obtain and maintain government or regulatory certification in the countries and regions we sell products in;
	●	the ability to maintain relations with our key distributors;
	●	the impact of global economic and political developments on our business, including rising inflation and interest rates, capital market disruptions, bank failures, government shutdowns, economic sanctions and economic slowdowns or recessions that may result from such developments which could harm our research and development efforts as well as the value of our common stock and our ability to access capital markets;
	●	the implementation of our business model and strategic plans for our business, products, and technology;
	●	the risks related to third parties asserting intellectual property infringement claims against us;
	●	the impact of numerous laws and regulations that apply to us and compliance with these laws and regulations, as they currently exist or as modified in the future;
	●	the risks related to product recalls, claims of liability, harm to patients or users of our products; and
	●	the ability to retain the continued service of our key personnel and to identify, hire and retain additional qualified professionals.

Additional factors that might cause actual results and our current expectations and projections to differ materially include, among other things, those discussed in this Quarterly Report as well as those under the section titled “Risk Factors,” and discussed elsewhere in our Annual Report and the other risks detailed from time-to-time in our reports and registration statements filed with the Securities and Exchange Commission (“SEC”). We intend that such forward-looking statements be subject to the safe harbors for such statements. These forward-looking statements are based on the current beliefs and expectations of our management and speak only as of the date of this Quarterly Report or, in the case of documents referred to or incorporated by reference, the date of those documents. You should not place undue reliance on these forward-looking statements, which are subject to significant known and unknown risks, uncertainties and other factors, which are in some cases, beyond our control and which could materially affect results. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections.

Except as required by law, we do not undertake any obligation to revise or update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

OVERVIEW

We are a global biomedical technology company that develops, patents, manufactures and markets advanced diagnostic and therapeutic products. 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. They can also be used to measure or detect the presence and levels of specific bacteria, hormones, antibodies, antigens and other substances, which may exist in the human body in extremely small concentrations. Our products are designed to enhance the health and well-being of people, while reducing total healthcare cost.

Our range of medical diagnostic products is sold worldwide, primarily in two markets: clinical laboratories and point-of-care settings (physicians’ offices). Most of our products are Conformite Europeenne (“CE”) marked and/or registered with regulatory agencies in various ~~countries~~ countries for diagnostic use, with several also cleared by the ~~U.S. Food and Drug Administration (“~~FDA”) for sale in the United States.

TECHNOLOGICAL ADVANCEMENTS AND PRODUCT DEVELOPMENT

Technological advances in medical diagnostics have enabled diagnostic tests to be performed not only in clinical laboratories but also at home and at the point-of-care in physicians’ offices. One of our key objectives has been to develop and market rapid diagnostic tests that are accurate, utilize easily obtained patient specimens, and are simple to perform without the need for complex instrumentation. Our home use (over-the-counter) and professional use (physicians’ office, clinics, etc.) rapid diagnostic test products help manage existing medical conditions and may save lives through early detection and diagnosis of specific diseases. Traditionally, such tests required the expertise of medical technologists and sophisticated equipment, with results often not available for days. We believe our rapid point-of-care tests, when properly used, can often be as accurate as laboratory tests. Our products require limited to no instrumentation, deliver reliable results in minutes, and can be performed with confidence at home or in a physician’s office.

RESEARCH AND DEVELOPMENT

We invest resources in the research and development of new products designed to diagnose and, in some cases, treat several major medical diseases. These products are either internally developed or licensed from others. Our experienced and highly trained technical personnel, including Ph.D. holders and other scientists, are dedicated to developing new products and managing technology transfer activities. Our technical staff, many of whom, have extensive experience from previous employment at large diagnostic manufacturing companies, bring a wealth of industry knowledge. Additionally, we rely on our Scientific Advisory Board, comprised of leading medical doctors and clinicians, to advise on our clinical studies and product development efforts.

A key outcome from our research and development efforts is our patented diagnostic-guided therapy (“DGT”) product, developed on the inFoods® technology platform. This innovative technology is designed to aid in the management of gastrointestinal conditions such as irritable bowel syndrome (“IBS”) and other inflammatory diseases. DGT products target chronic inflammatory illnesses that are widespread and prevalent in large markets. We have launched our inFoods® IBS product, which leverages this patented technology. The inFoods® IBS product utilizes a simple blood test to identify patient-specific foods that, when eliminated from the diet, may help reduce IBS symptoms such as pain, bloating, diarrhea, cramping, ~~and~~ and constipation. Unlike broad and difficult to manage dietary restrictions, the inFoods® IBS product pinpoints a patient’s heightened immunoreactivity to specific foods known to frequently trigger IBS symptoms. By removing the foods identified as problematic, patients can achieve relief from IBS symptoms.

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We have introduced our inFoods® IBS product to select gastroenterology (“GI”) physician groups in multiple states and regions, including in collaboration with one of the largest GI physician groups in the United States. This initial phase was focused on gathering real-world feedback, optimizing physician engagement, and validating operational processes. GI physician feedback has been generally positive, and we are continuing to expand our network by onboarding additional physician practices.

Our dedicated sales team is focused on building strong relationships within the GI segment while selectively exploring opportunities to introduce our inFoods® IBS products to other medical specialties, including integrated health practices and primary-care providers. These efforts are intended to lay the groundwork for broader adoption by showcasing the distinct clinical value of inFoods® across multiple healthcare channels.

Concurrently, we are evaluating and working with distribution, partnership, and licensing opportunities with U.S. companies to support a scalable, ~~broad~~ broad market launch. ~~These~~One such distribution opportunity is the partnership previously announced with Henry Schein who is utilizing their sales force to introduce and sell the inFoods® IBS product to physicians in the U.S. Market. We expect these potential collaborations to ~~could~~ significantly enhance the commercialization trajectory of inFoods® IBS products, both domestically and internationally.

We are currently in the process of ~~applying~~pursuing ~~for~~ U.S. government payment or reimbursement for the inFoods® IBS product through the Medicare system. IfIn weconnection ~~are~~with ~~successful~~this inprocess, ~~attaining~~the ~~reimbursement,~~Centers wefor ~~will~~Medicare ~~move~~& ~~forward~~Medicaid ~~with~~Services ~~applying~~has ~~for~~established a reimbursement ofprice applicable to this product. byWhile ~~private~~the establishment of a reimbursement price does not guarantee coverage, utilization, or payment, management believes it represents an important step toward broader market access. Once Medicare reimbursement is achieved, we intend to also pursue reimbursement with private payer insurance companies. IfTo ~~patients~~the extent patients are able to ~~attain~~access ~~and~~the ~~use our~~ inFoods® IBS product at noreduced ~~cost,~~out orof ~~with~~pocket ~~a small co-payment~~cost, we ~~believe~~expect ~~this~~adoption ~~will~~and ~~dramatically~~utilization ~~increase~~to ~~our revenues from this product~~increase.

As we continue to pursue commercial opportunities in both U.S. and international markets, we remain attentive to evolving global economic conditions, including uncertainties related to international trade policies, tariffs, and supply chain dynamics. Although these factors have not had a material impact on our operations to date, future changes in trade regulations, tariff structures, or logistical constraints could influence the cost, availability, or timing of materials and components used in our manufacturing processes. We continue to monitor these developments closely and are actively implementing contingency plans, including alternative sourcing strategies and supplier diversification, to support supply chain continuity, maintain operational efficiency, and help mitigate potential future impacts. We are also focusing on alternative manufacturing and shipping strategies of our products through BioEurope GmbH, our European subsidiary ~~(BioEurope)~~, and Biomerica de Mexico, our Mexican subsidiary ~~(BioMexico)~~, to mitigate some of the risk these policies may have on our revenues and operations.

In addition, in December 2023 we received FDA clearance for hp+detect™, a diagnostic test designed to detect Helicobacter pylori (“H. pylori”) bacteria in the gastrointestinal tract. H. pylori is a prevalent infection, affecting approximately 35% of the U.S. population and 45% of the population in Europe’s largest countries. This bacterium is recognized as the highest known risk factor for gastric cancer, which remains one of the leading causes of cancer-related deaths globally. The hp+detect™ test is marketed directly to laboratories and is intended to provide physicians and medical centers with a reliable tool for diagnosing H. pylori infections and monitoring treatment effectiveness. We are actively ~~promoting~~marketing hp+detect™ to large end-customer laboratories and positioning the product for commercial adoption.

~~Due~~ We continue to ~~the~~balance ~~slower-than-expected~~revenue ~~launch~~generated offrom our ~~key~~established diagnostic products, ~~inFoods® IBS~~ and ~~hp+detect™,~~contract wemanufacturing ~~have~~services ~~initiated~~with investments ~~significant~~in ~~cost~~newer diagnostic-~~cutting~~guided ~~measures~~therapy toproducts, ~~extend~~including ~~our~~inFoods® ~~cash~~IBS ~~runway~~ and ~~work towards increasing revenues to cover overhead costs~~hp+detect™. ~~Additionally, during~~Management ~~the~~believes ~~three~~this ~~months~~diversified ~~ended August 31, 2025, we raised $912,000 in net proceeds from the ATM offering filed in May 2024 providing additional~~portfolio ~~liquidity~~approach tosupports ~~support~~near-term ~~our~~cash ~~operations.~~generation Wewhile ~~are~~advancing ~~actively~~longer-term ~~exploring~~growth ~~strategic opportunities to enhance and create shareholder value~~initiatives.

15During the six months ended November 30, 2025, we continued our phased commercialization strategy for our inFoods® IBS product, prioritizing targeted gastroenterology practices to validate clinical workflows, refine physician education, and gather real-world feedback. This measured approach has informed sales and marketing investments and is intended to support a scalable broader launch.

Due to the slower-than-expected launch of our key new products, inFoods^® IBS and hp+detect^™, we initiated significant cost-cutting measures to extend our cash runway and work towards increasing revenues to cover overhead costs. Additionally, during the six months ended November 30, 2025, the Company strengthened its liquidity position through a combination of operating cost controls, net proceeds of approximately $1,395,000 from the ATM offering. We are also actively exploring other strategic opportunities to enhance and create shareholder value.

RESULTS OF OPERATIONS

Three months ended November 30, 2025

Net Sales and Cost of Sales

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

	Three Months Ended				Increase (Decrease)
	Three Months Ended November 30,				Increase (Decrease)
	August 31, 2025		August 31, 2024		$			%
	2025		2024		$			%
Clinical lab	$	1676,~~024,~~000	$	1777,~~278,~~000	$	(~~254~~101,000	)		-2013	%
Contract manufacturing		192,000		339,000		(147,000	)		-43	%
Over-the-counter		361,000		596,000		(235,000	)		-39	%
Over-the-counter		161,000		187,000		(26,000	)		-14	%
Contract manufacturing		172,000		260,000		(88,000	)		-34	%
Physician’s office		31,000		3,000		-(2,000	)		0-67	%
Total	$	1,~~380~~210,000	$	1,~~807~~636,000	$	(~~427~~426,000	)		-2426	%

~~For~~Consolidated ~~the~~net ~~three~~sales ~~months~~were ~~ended~~approximately ~~August 31~~$1, ~~2025~~210,000 ~~consolidated~~for ~~net~~the ~~sales~~three ~~reached~~months ~~approximately~~ended $1November 30,~~380~~ 2025,~~000,~~ as compared to $1,~~807~~636,000 for the ~~same~~three months ~~period~~ended inNovember 30, 2024, representing a decrease of approximately $~~427~~426,000, or 2426%. The ~~decline~~decrease ~~in revenue~~ was primarily attributable to ~~reduced retail market~~lower ~~activity,~~sales ~~lower~~of ~~international~~Aware® ~~over-the-counter~~products ~~(“OTC”) sales related~~ in ~~part~~the ~~to tariff~~Middle ~~impacts~~East market, ~~and~~as ~~decreased~~well ~~demand~~as ~~under~~reduced ~~certain~~ contract manufacturing ~~agreements.~~billings ~~Additionally,~~and weclinic ~~experienced continued volatility in clinical~~ laboratory ~~demand during the~~sales, ~~period.~~which ~~These declines~~ were ~~partially~~impacted ~~offset~~ by ~~increased~~the ~~demand~~timing ~~for~~and ~~our~~periodic ~~inFoods®~~nature ~~IBS~~of ~~product~~customer orders.

~~For~~Consolidated ~~the three months ended August 31, 2025, consolidated~~ cost of sales ~~amounted~~was to approximately $~~956~~1,159,000, or 6996% of net sales, for the three months ended November 30, 2025, as compared to $1,~~518~~199,000, or 8473% of net sales, for the ~~same~~three ~~period~~months inended November 30, 2024, representing a decrease of approximately $~~562~~40,000, or 373%. The ~~reduction in cost of~~decrease ~~sales~~ was primarily ~~driven~~attributable byto lower ~~contract~~sales ~~manufacturing~~volumes ~~costs,~~during ~~reflecting~~the ~~changes~~current inquarter ~~product~~compared ~~mix~~to ~~and improved production efficiency. In addition, we benefited from a reduction in direct labor costs following a Reduction in Force (“RIF”) implemented in~~ the prior ~~fiscal~~ year. Assame ~~a result of these factors~~period, ~~our~~as ~~gross~~well ~~margin~~as ~~improved~~lower inventory ~~compared~~write-offs toand ~~the~~production ~~same period of the previous year~~adjustments.

Operating Expenses

The following is a summary of operating expenses:

	Three Months Ended August 31,
	Three Months Ended November 30,
	2025					2024					Increase (Decrease)
	Operating Expense		As a % of Total Revenues			Operating Expense		As a % of Total Revenues			$			%
Selling, General and Administrative Expenses	$	1,~~330~~231,000		96102	%	$	1,~~360~~173,000		7572	%	$	~~(30~~58,000	)		-25	%
Research and Development	$	~~212~~193,000		1516	%	$	~~297~~257,000		16	%	$	(8564,000	)		-2925	%

Selling, General and Administrative Expenses

For the three months ended ~~August~~November 3130, 2025, consolidated selling, general, and administrative expenses ~~were~~amounted to approximately $1,~~330~~231,000, compared to $1,~~360~~173,000 for the ~~same~~corresponding period in 2024, ~~reflecting~~an aincrease ~~decrease~~ of $3058,000, or 25%. The ~~decrease~~increase was primarily attributable to a ~~reduction of approximately~~ $6571,000 increase in salaries and wages ~~resulting~~primarily ~~from~~associated with a ~~RIF~~new ~~executed~~hire in ~~July~~the ~~2024~~sales and marketing team, a $6867,000 ~~decrease~~ increase in credit ~~stock-based~~loss ~~compensation~~ expense related to aged receivables, and a $4334,000 ~~decrease~~increase in ~~legal~~outside ~~expenses~~sales-related services related to ~~lower~~ inFoods® ~~patent application activities~~. These ~~decreases~~increases were partially offset by a $~~131~~42,000 ~~increase~~decrease in ~~professional~~stock-based ~~service~~compensation ~~fees~~within ~~for~~the ~~ERC~~administrative ~~filings~~team, primarily due to changes in the Company’s stock price, and a $72,000 decrease in sales commissions resulting from lower sales volumes in the Middle East market.

Research and Development

For the three months ended ~~August~~November 3130, 2025, consolidated research and development (“R&D”) expenses totaled approximately $~~212~~193,000, representing a decrease of ~~$85,000, 29~~25% from $~~297~~257,000 in the same period of 2024. The decrease was primarily ~~driven~~attributable byto a $6046,000 reduction in ~~payroll~~R&D ~~expenses~~wages, ~~resulting~~reflecting ~~from~~fewer alabor ~~RIF~~hours ~~implemented~~allocated into ~~July 2024~~R&D, ~~and~~as ~~approximately~~well as a $2317,000 indecrease ~~cost~~resulting ~~savings~~from ~~related~~reduced ~~to lower~~participation ~~spending~~in oncharitable ~~inFoods®~~sponsorships ~~research~~during ~~and~~the ~~development~~current ~~projects~~period.

Dividend, Interest, ~~Dividend~~ ~~Income~~ and Other Income

For the three months ended ~~August~~November 3130, 2025, ~~interest~~dividend, ~~dividend~~interest, and other income totaled approximately $158,~~123,~~000, compared to $5640,000 ~~for~~ for the ~~same~~corresponding period in ~~the prior year~~2024, representing an increase of ~~approximately~~ $118,~~067,~~000, or 45%. ~~The~~This increase was primarily attributable to a ~~$1,100,000~~dividend ~~cash~~distributions ~~refund~~ received from ~~the~~an ~~Internal~~investment ~~Revenue~~holding ~~Service~~entity ~~(IRS) on July 21, 2025, related to previously filed claims for the ERC, a refundable payroll tax credit established under the CARES Act. The ERC was available to eligible employers for wages paid~~ during ~~calendar year 2021 in response to~~ the ~~global~~current ~~COVID-19 pandemic~~period. ~~This credit represents a one-time benefit that is not expected to recur in future periods.~~

Six months ended November 30, 2025

Net Sales and Cost of Sales

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

	Six Months Ended November 30,				Increase (Decrease)
	2025		2024		$			%
Clinical lab	$	1,700,000	$	2,057,000	$	(357,000	)		-17	%
Over-the-counter		522,000		782,000		(260,000	)		-33	%
Contract manufacturing		363,000		599,000		(236,000	)		-39	%
Physician’s office		5,000		6,000		(1,000	)		-17	%
Total	$	2,590,000	$	3,444,000	$	(854,000	)		-25	%

For the six months ended November 30, 2025, consolidated net sales reached approximately $2,590,000, compared to $3,444,000 for the same period in 2024, representing a decrease of approximately $854,000, or 25%. The decrease was primarily attributable to lower clinic laboratory sales, which experienced volatility due to the periodic and infrequent nature of customer orders, as well as reduced contract manufacturing billings and lower OTC sales driven by decreased sales in the Middle East market.

For the six months ended November 30, 2025, consolidated cost of sales was approximately $2,113,000, or 82% of net sales, compared to $2,720,000, or 79% of net sales, for the same period in 2024, representing a decrease of $607,000, or 22%. The decrease was primarily attributable to lower sales volumes across the clinical laboratory, OTC, and contract manufacturing businesses, which resulted in lower labor costs and reduced cost allocations. In addition, lower levels of aged inventory during the current period led to a decrease in inventory write-offs.

Operating Expenses

The following is a summary of operating expenses:

	Six Months Ended November 30,
	2025					2024					Increase (Decrease)
	Operating Expense		As a % of Total Revenues			Operating Expense		As a % of Total Revenues			$			%
Selling, General and Administrative Expenses	$	2,561,000		99	%	$	2,533,000		74	%	$	28,000			1	%
Research and Development	$	405,000		16	%	$	554,000		16	%	$	(149,000	)		-27	%

Selling, General and Administrative Expenses

For the six months ended November 30, 2025, consolidated selling, general, and administrative expenses totaled approximately $2,561,000, compared to $2,533,000 for the same period in 2024, representing an increase of approximately $28,000, or 1%. The increase was primarily attributable to a $114,000 increase in outside administrative services associated with tax credit advisory services provided for ERC, a $66,000 increase in stock-based compensation within the sales and marketing organization related to a new hire during the current period, compared to workforce reductions in the prior year period, and a $55,000 increase in credit loss expense under CECL related to aged receivables, for which payment plans have been established. These increases were partially offset by an $88,000 decrease in sales commissions resulting from reduced sales volumes in the Middle East market, a $73,000 decrease in salaries and wages within the sales and marketing team, and a $51,000 decrease in stock-based compensation expense within the administrative team.

Research and Development

For the six months ended November 30, 2025, consolidated R&D expenses totaled approximately $405,000, representing a decrease of $149,000, or 27% from $554,000 in the same period of 2024. The decrease was primarily attributable to a $106,000 reduction in R&D salaries and wages, reflecting fewer labor hours allocated to R&D as the business progressed into later, commercialization focused development phases, as well as a $36,000 decrease in R&D expenses related to inFoods® during the current period.

Dividend, Interest, and Other Income

For the six months ended November 30, 2025, dividend. interest, and other income totaled approximately $1,180,000, compared to $97,000 for the corresponding period in 2024, representing an increase of $1,083,000, or 1116%. The increase was primarily attributable to a $1,100,000 cash refund received from the Internal Revenue Service (IRS) on July 21, 2025, related to previously filed claims for the ERC, a refundable payroll tax credit established under the CARES Act. The ERC was available to eligible employers for wages paid during calendar year 2021 in response to the global COVID-19 pandemic. This credit represents a one-time benefit that is not expected to recur in future periods.

Excluding the ERC refund, interest and dividend income decreased by approximately $29,000, primarily due to lower market interest rates during the current quarter compared to the prior year.

LIQUIDITY, AND CAPITAL RESOURCES AND GOING CONCERN

The following are the principal sources of liquidity:

	August 31, 2025		May 31, 2025
	November 30, 2025		May 31, 2025
Cash and cash equivalents	$	32,~~053~~543,000	$	2,399,000
Working capital including cash and cash equivalents	$	43,~~206~~592,000	$	3,135,000

As of ~~August~~November 3130, 2025 and May 31, 2025, we had cash and cash equivalents of approximately $32,~~053~~543,000 and $2,399,000, respectively. As As of ~~August~~November 3130, 2025 and May 31, 2025, we had working capital of approximately $43,~~206~~592,000 and $3,135,000, respectively.

Our ability to continue as a going concern over the next twelve months is influenced by several factors, including:

● Our need and ability to generate additional revenue from international opportunities and our new product launches; ● Our need and ability to access the capital and debt markets to meet current obligations and fund operations; ● Our capacity to manage operating expenses and maintain 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 we can raise through issuance of its equity.

As part of our ~~efforts~~financing toplan, ~~reduce~~on ~~costs~~September 28, 2023, we ~~have~~filed ~~initiated~~the ~~significant~~Shelf ~~cost-cutting~~Registration ~~measures~~Statement allowing us to ~~extend~~issue up to $20,000,000 in shares of our ~~cash~~common ~~runway~~stock. ~~and~~On ~~work~~May ~~towards~~10, ~~increasing~~2024, the Company filed a prospectus supplement to the Shelf ~~revenues~~Registration Statement on Form S-3. This prospectus supplement was intended to ~~cover~~facilitate ~~overhead~~the sale of up to $5,500,000 in common stock through the 2024 ATM Offering. As part of this transaction, we incurred $81,000 in deferred offering costs during the year ended May 31, 2024.

~~These~~During the ~~factors~~six ~~raise~~months ~~substantial~~ended ~~doubt~~November ~~about~~30, ~~our~~2025, ~~ability to~~we ~~continue~~sold as391,125 ashares ~~going~~of ~~concern.~~its ~~Our~~common ~~future~~stock ~~viability~~at ~~depends~~prices onranging from $3.34 to $4.02 pursuant to the ~~successful~~2024 ~~execution~~ATM ofOffering, ~~our~~which ~~strategic~~resulted ~~plans~~in gross proceeds of approximately $1,432,000 ~~securing~~and ~~additional~~net ~~near-term~~proceeds to us of $1,395,000 after deducting ~~financing~~commissions for each sale and legal, accounting, and ~~achieving~~other ~~profitable~~fees ~~operations~~related to offering in the amount of $37,000.

As part of our financing plan, on September 28, 2023, we filed a “shelf” registration statement on Form S-3 with the SEC, which was declared effective on September 29, 2023, allowing the Company to issue up to $20,000,000 in shares of our common stock. On May 10, 2024, the Company filed a prospectus supplement to the “shelf” registration statement on Form S-3 with the SEC. This prospectus supplement was intended to facilitate the sale of up to $5,500,000 in common stock through the 2024 ATM Offering. As part of this transaction, we incurred $81,000 in deferred offering costs during the year ended May 31, 2024.

During the three months ended August 31, 2025, we sold 258,569 shares of its common stock at prices ranging from $3.34 to $3.69 pursuant to the 2024 ATM Offering, which resulted in gross proceeds of approximately $939,000 and net proceeds to us of $912,000 after deducting commissions for each sale and legal, accounting, and other fees related to offering in the amount of $27,000. including $8,000 of previously capitalized deferred offering cost.

We intend to use the net proceeds from the 2024 ATM Offering for general corporate purposes, including, but not limited to, sales and marketing activities, clinical studies and product development, acquisitions of assets, businesses, companies, or securities, capital expenditures, and working capital needs.

While we are committed to ~~these~~addressing ~~plans~~our capital needs and sustain operations beyond the next year, there is no assurance that these efforts will be successful or sufficient to meet our capital requirements.

Operating Activities

During the ~~three~~six months ended ~~August~~November 3130, 2025, cash used in operating activities was approximately $~~268~~1,259,000. The primary factors that contributed to this were a ~~net~~loss ~~income~~ of approximately $21,318,000, an increase in accounts receivable of $~~512~~285,000, a decrease in ~~accrued~~lease ~~compensation~~liabilities of $63175,000 ~~and a~~ , decrease in ~~lease~~accrued ~~liability~~compensation of $86110,000. These outflows were partially offset by a decrease in ~~inventories~~ prepaid expenses and other of $1078,000, an aincrease ~~decrease~~ in ~~prepaid~~accounts payable and accrued expenses of $8770,000, and non-cash expenses of approximately $~~280~~488,000.

During the ~~three~~six months ended ~~August~~November 3130, 2024, cash used in operating activities was approximately $12,~~344~~135,000. The primary factors that contributed to this were a loss of approximately $12,~~316~~266,000, an increase in accounts receivable of $~~616~~387,000, and a decrease in ~~lease~~accounts ~~liability~~payable ofand accrued expenses of $78290,000. These outflows were partially offset by a decrease in inventories of $~~429~~585,000, ~~a decrease in prepaid expenses~~ and ~~other of $106,000, and~~ non-cash expenses of approximately $~~191~~439,000.

Investing Activities

During the ~~three~~six months ended ~~August~~November 3130, 2025 ~~and 2024~~, wecash ~~did~~used ~~not~~in ~~acquire~~investing ~~any~~activities ~~new~~was ~~property, equipment, or patents~~$0.

18During the six months ended November 30, 2024, cash used in investing activities was $33,000 for expenditures related to patents.

Financing Activities

During the ~~three~~six months ended ~~August~~November 3130, 2025, cash provided by financing activities ~~was~~ ~~approximately~~amounted ~~$920,000.~~to ~~We received gross proceeds of~~ $~~939~~1,402,000 ~~from the sale of our common stock~~, ~~with~~primarily ~~costs~~resulting ~~for~~from ~~sale~~gross proceeds of approximately $191,432,000~~. In~~ ~~contrast, during the three months ended August 31, 2024, and 2023, we did not have any cash provided by financing activities, as there were no net proceeds~~ from the sale of common stock ~~or stock option exercises~~.

During the six months ended November 30, 2024, cash provided by financing activities amounted to $380,000, primarily resulting from gross proceeds of $392,000 from the sale of common stock.

OFF BALANCE SHEET ARRANGEMENTS

There were no off-balance sheet arrangements as of ~~August~~November 3130, 2025.

CRITICAL ACCOUNTING POLICIES ~~AND ESTIMATES~~

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions may affect the reported amounts of revenues and expenses during the reporting period. We evaluate and base our estimates and assumptions on historical experience and various other factors and circumstances that we believe to be reasonable. Different assumptions or conditions may cause actual results to differ materially from these estimates. We continue to monitor significant estimates made during the preparation of our financial statements. We believe our estimates and assumptions are reasonable under the current conditions; however, actual results may differ from these estimates under different future conditions.

We believe that the estimates and assumptions that are most important to the portrayal of our financial condition and results of operations, in that they require subjective or complex judgments, form the basis for the accounting policies deemed to be most critical to us. These relate to revenue recognition, bad debts, inventory overhead application, inventory reserves, lease liabilities and right-of-use assets. We believe estimates and assumptions related to these critical accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on our future financial conditions or results of operations. There have been no significant changes to our critical accounting policies from those disclosed in our 2025 Annual Report. We suggest that our significant accounting policies be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations. Please refer to Note 2 for information on Significant Accounting Policies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”)~~ and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

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~~its objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. ~~The~~Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving ~~their~~its objectives.

~~Our~~Based ~~CEO~~on their evaluation as of November 30, 2025, our Chief Executive Officer and ~~CFO~~Chief Financial Officer have concluded that our disclosure controls and procedures ~~are~~(as ~~effective~~defined atin aRules ~~reasonable~~13a-15(e) ~~assurance~~and ~~level~~15d-15(e) asunder ofthe ~~August~~Exchange ~~31,~~Act) ~~2025. Based~~were oneffective ~~that~~at ~~evaluation~~ the ~~CEO~~“reasonable assurance” ~~and~~level ~~CFO~~to ~~concluded~~ensure that the information required to be disclosed by us in ~~the~~this ~~reports~~Quarterly ~~that~~Report weon ~~file~~Form ~~and~~10-Q ~~submit~~(our ~~under~~“Quarterly ~~the~~Report”) ~~Exchange~~was ~~Act is~~ (1) recorded, processed, summarized, and reported within the time periods specified in the ~~Commission~~SEC’s rules and ~~forms~~regulations; and (2) accumulated and communicated to our ~~the Company’s~~ management, including ~~its~~our ~~CEO~~Chief Executive Officer and ~~CFO,~~Chief asFinancial ~~appropriate,~~Officer to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting during the quarter ended ~~August~~November 3130, 2025 that have materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.

1918

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in legal proceedings, claims, and litigation arising in the ordinary course of business, which may impact our financial results.

As of ~~August~~November 3130, 2025, there were no pending legal proceedings. However, the outcome of any future legal matters, claims, or litigation could potentially have a material adverse effect on our quarterly or annual operating results or cash flows when resolved in subsequent periods. Nonetheless, based on current information, management believes these matters will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

ITEM 1A. RISK FACTORS

~~Investing~~An investment in our common stock involves ~~certain~~ risks. Before making an investment decision, you should carefully consider all the information ~~within~~ within this Quarterly Report, including the information contained in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in our condensed consolidated financial statements and the related notes contained in Part I, Item 1 within this Quarterly Report. In addition, you should carefully consider the risks and uncertainties described in Part I, Item 1A, “Risk Factors,” of our 2025 Annual Report, as well as in our other public filings with the SEC. If any of the identified risks are realized, our business, results of operations, financial condition, liquidity, and prospects could be materially and adversely affected. In that case, the trading price of our common stock may decline, and you could lose all or part of your investment. In addition, other risks of which we are currently unaware, or which we do not currently view as material, could have a material adverse effect on our business, results of operations, financial condition, and prospects.

During the three and six months ended ~~August~~November 3130, 2025, there were no material changes to the risks and uncertainties described in Part I, Item 1A, Risk Factors, of our 2025 Annual Report.

ITEM 5. OTHER INFORMATION

DrNone. Jane Emerson, notified the Board that she is stepping down as a member of the Board, effective November 1, 2025. Dr, Emerson’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

ITEM 6. EXHIBITS.

The following exhibits are filed or furnished as part of this quarterly report on Form 10-Q:

Exhibit No.		Description
31.1**		Certificate of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.1 **		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — Zackary S. Irani
31.2**		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2 **		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — Gary Lu
32.1**		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.1 **		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act — Zackary S. Irani
32.2**		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.2 **		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act — Gary Lu

101 Interactive data files pursuant to Rule 405 Regulation S-T, as follows: 101.INS-XBRL Instance Document 101.SCH-XBRL Taxonomy Extension Schema Document 101.CAL-XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF–XBRL Taxonomy Extension Definition Linkbase Document 101.LAB-XBRL Taxonomy Extension Label Linkbase Document 101.PRE-XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101)

101.INS-XBRL Instance Document

101.SCH-XBRL Taxonomy Extension Schema Document

101.CAL-XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF–XBRL Taxonomy Extension Definition Linkbase Document

101.LAB-XBRL Taxonomy Extension Label Linkbase Document

101.PRE-XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101)

* Filed herein.

** Filed herewith.

2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has fully caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BIOMERICA, INC.	~~BIOMERICA, INC.~~
Date:	October 14, 2025
Date: January 14, 2026
	By:	~~By:~~/S/ Zackary S. Irani	~~/S/ Zackary S. Irani~~
		Zackary S. Irani	~~Zackary S. Irani~~
		Chief Executive Officer	~~Chief Executive Officer~~
		(Principal Executive Officer)	~~(Principal Executive Officer)~~
Date:	October 14, 2025
		By:	/S/ Gary Lu
			Gary Lu
			Chief Financial Officer
			(Principal Financial Officer)

Date: January 14, 2026
	By:	/S/ Gary Lu
		Gary Lu
		Chief Financial Officer
		(Principal Financial Officer)

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