Biomerica filed a prospectus covering the proposed resale of up to 1,403,705 shares of its common stock by selling stockholders. The company will not receive any proceeds from these sales.

The shares have a par value of $0.08 per share. Biomerica stated it is not selling any shares under this prospectus. All registration expenses incurred in connection with the offering are being borne by the company. Selling and other expenses incurred by the selling stockholders will be borne by the selling stockholders themselves.

Disposition methods

The selling stockholders may sell, transfer, or otherwise dispose of their securities on any national securities exchange or quotation service where the shares are listed. They may also utilize the over-the-counter market or privately negotiated transactions. Sales can occur at fixed prices, prevailing market prices, varying prices determined at the time of sale, or negotiated prices.

Each time selling securityholders offer and sell securities, they may provide a supplement to the prospectus containing specific information about the offering amounts, prices, and terms. These supplements may add, update, or change information contained in the original prospectus.

Offering details

Biomerica noted that the selling stockholders may sell any, all, or none of the securities offered. The timing and amount of sales following the effective date of the registration statement remain unknown.

Biomerica (NASDAQ: BMRA) reported a 27% year-on-year improvement in its fourth-quarter net loss to approximately $1.1 million for the fiscal year ended May 31, 2026. The Irvine-based biomedical technology company saw Q4 net sales rise 17% to $875,000, driven by higher contract manufacturing and inFoods revenues.

The company’s quarterly losses per share improved to $(0.38), a significant reduction from the $(0.69) per share loss recorded in the same period last year. This represents a 44.93% improvement in per-share performance, aligning with the broader trend of narrowing absolute losses as revenue grew 16.82% from $749,000 in the prior year quarter.

For the full fiscal year 2026, Biomerica’s net loss improved 24% to $3.8 million from $5.0 million in FY25. This improvement was primarily attributed to higher other income, including approximately $1.1 million from the Employee Retention Credit and a $335,000 unrealized holding gain on its investment in Diagnosis S.A.

Financial Performance

Full-year revenue declined 15% to $4.50 million from $5.30 million in FY25. The decrease was largely due to lower clinical laboratory sales, reduced over-the-counter sales amid international trade uncertainties, and lower contract manufacturing revenue following the completion of a prior R&D project. These declines were partially offset by increased demand for inFoods IBS.

Gross profit fell to $362,000 from $498,000, with gross margin contracting slightly from 9% to 8%. Total operating expenses remained relatively flat at $5.68 million, an increase of less than 1% year-over-year.

Operational Highlights

Research and development expenses decreased 23% to $788,000 as key programs, including inFoods IBS and hp+detect, transitioned toward commercialization. This reduction was offset by higher selling, general, and administrative expenses related to legal, regulatory fees, and commercialization investments.

Net cash used in operating activities improved 11% to $3.42 million from $3.84 million in the prior year. As of May 31, 2026, the company held $1.3 million in cash and cash equivalents, down from $2.4 million a year earlier.

What the Numbers Show

The improvement in Biomerica’s bottom line was not operational but financial. With an operating loss of $5.30 million against a net loss of $3.80 million, other income contributed approximately $1.5 million to the final result. This indicates that nearly 40% of the reported net loss was offset by non-recurring items, specifically the Employee Retention Credit and investment gains, rather than core business profitability.

Strategic Developments

Subsequent to the fiscal year-end, Biomerica completed a private placement raising $2.23 million through the sale of 1.39 million shares at $1.60 per share. The financing included participation from B. Riley Principal Capital and all board members. The company also engaged B. Riley Securities to evaluate potential strategic opportunities, including partnerships and business combinations.

In business operations, Biomerica secured a $1.75 million Master Services Agreement for contract development and manufacturing. Additionally, the company received its first commercial order for the hp+detect H. pylori test from a major European clinical laboratory chain. For inFoods IBS, 100% of initial valid Medicare claims processed to date were paid at the full CMS rate of $300.