BIOMERICA INC 8-K

What Happened

• Biomerica, Inc. announced on May 29, 2026 that it entered a Securities Purchase Agreement to sell 78,750 shares (about 6% of outstanding) of Diagnosis S.A. to buyers affiliated with CEO Zackary Irani for $500,000.
• Instead of transferring the shares immediately, the buyers paid the $500,000 purchase price and received a secured promissory term note from Biomerica for $500,000 bearing 8% annual interest and maturing 12 months from the effective date (May 29, 2027). The Note is secured by a continuing lien on the Diagnosis S.A. shares while the transfer is pending.
• The sale/transfer is subject to required Polish regulatory approvals, which the parties expect to satisfy within 30 days of the effective date. If the transfer is completed, the buyers will forgive the aggregate principal and accrued interest except for an amount equal to 60 days of interest on the $500,000 at 8% (approximately $6,575).

Key Details

• Effective date: May 29, 2026.
• Shares to be sold: 78,750 Diagnosis S.A. shares (~6% of issued and outstanding).
• Purchase price: $500,000 paid by the buyers.
• New note: $500,000 principal, 8% per annum, matures 12 months from May 29, 2026 (Item 2.03 — creation of a direct financial obligation).
• Buyers: affiliated with Biomerica CEO Zackary Irani (related-party transaction).
• Forgiveness provision: upon transfer, principal and interest in excess of 60 days’ interest will be forgiven (remaining obligation ≈ $6,575).

Why It Matters

• This transaction gave Biomerica $500,000 in cash now but also created a new $500,000 secured debt obligation on its balance sheet. Investors should note the company’s increased short-term liability and the related-party nature of the deal (buyers affiliated with the CEO).
• The ultimate economic outcome depends on whether the share transfer is completed and regulatory approvals are obtained. If the transfer closes as expected, the note will largely be forgiven, leaving only about 60 days of interest owed. Watch future filings for confirmation of transfer, any related-party disclosures, and effects on the company’s financial statements.