Biomerica Inc 10-K/A, filed Sep 28, 2026
Biomerica Inc (BMRA)
About this 10-K/A
Biomerica Inc filed this 10-K/A on September 28, 2026, covering the fiscal year ended May 31, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
The Fiscal Year Ended
For The Transition Period From ______ To ______
Commission
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by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ☐
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Yes
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by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
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The
aggregate market value of the registrant’s common stock held by non-affiliates, as of November 28, 2025, the last business day
of the registrant’s most recently completed second fiscal quarter, was approximately $
The outstanding number of shares of common stock, par value $ per share, as of September 28, 2026 was .
EXPLANATORY NOTE
We are filing this Amendment No. 1 pursuant to General Instruction G(3) of Form 10-K, as we do not intend to file a definitive proxy statement for our 2026 Annual Meeting of stockholders (the “Annual Meeting”) within 120 days of the end of our fiscal year ended May 31, 2026. Accordingly, this Amendment No. 1 is being filed solely to:
| ● | amend and restate Part III, Items 10 (Directors, Executive Officers and Corporate Governance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director Independence) and 14 (Principal Accountant Fees and Services) of our 2026 Annual Report, in their entirety as set forth herein; and | |
| ● | file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment No. 1 under Item 15 of Part IV hereof pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
Because no financial statements are included in this Amendment No. 1, and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Additionally, new certifications under Section 906 of the Sarbanes-Oxley Act of 2002 are not being furnished with this Amendment No. 1.
Except as set forth above, no other Items of our 2026 Annual Report have been amended or revised in this Amendment No. 1, and all such other Items shall be as set forth in such 2026 Annual Report. Accordingly, this Amendment No. 1 should be read in conjunction with the 2026 Annual Report and our other filings with the SEC. Certain capitalized terms used and not otherwise defined in this Amendment No. 1 have the meanings given to them in the 2026 Annual Report.
Table of Contents
|
Page No. | |
| PART III | ||
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 1 |
| ITEM 11. | EXECUTIVE COMPENSATION | 8 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 13 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 14 |
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 16 |
| PART IV | ||
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 16 |
| SIGNATURES | 19 | |
| i |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
DIRECTORS
The following table sets forth, as of September 28, 2026, the name and current age of each member of our Board of Directors, the year in which each director began serving on the Board, and each director’s current position or positions with the Company. Except as otherwise disclosed herein, there are no arrangements or understandings between any director and any other person pursuant to which such director was selected as a director. There are no family relationships among any of our directors or executive officers.
Under the Securities Purchase Agreement entered into on August 20, 2026, B. Riley Principal Capital, LLC has the right, subject to the terms of that agreement and applicable Nasdaq requirements, to designate one representative for election or appointment to the Board for so long as the B. Riley purchasers beneficially own, in the aggregate, securities representing at least 10% of the voting power of the Company’s outstanding Common Stock. As of September 28, 2026, no individual had been designated to serve as the B. Riley board representative.
| Name | Age | Director Since | Positions Held | |||
| Zackary Irani | 60 | 1997 | Chief Executive Officer and Director | |||
| Allen Barbieri | 68 | 1999 | Executive Vice-Chairperson of the Board and Corporate Secretary | |||
| Gary Huff | 60 | 2025 | Director, Chairperson of the Nominating and Corporate Governance Committee, and member of the Audit and Compensation Committees | |||
| Eric Bing Chin | 46 | 2025 | Director, Chairperson of the Audit Committee, and member of the Compensation and Nominating and Corporate Governance Committees | |||
| David Moatazedi | 48 | 2022 | Director, Chairperson of the Compensation Committee, and member of the Audit and Nominating and Corporate Governance Committees |
Background of Directors
Zackary Irani
Mr. Zackary Irani has served as a director and Chief Executive Officer of the Company since April 1997. Until June 2024, Mr. Zackary Irani served as the Chairperson of the Board from April 1997. Prior to that time, Mr. Zackary Irani served as the Company’s Vice President of Business Development. He has been an employee of the Company since 1986. During the fiscal years 2008 and 2009, Mr. Zackary Irani also served as Chairperson of the Board of Lancer Orthodontics, Inc., a medical device company with manufacturing operations in the U.S. and Mexico, and served as Lancer’s Chief Executive Officer from April 1997 until April 2004. Mr. Zackary Irani holds a BS degree and an M.B.A degree from the University of California, Irvine - The Paul Merage School of Business.
We believe Mr. Zackary Irani is qualified to serve on our Board because of his service as the Chief Executive Officer of the Company, his extensive knowledge of the Company’s business and operations, his financial expertise, his education, and his knowledge of the business sector in which the Company competes.
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Allen Barbieri
Mr. Allen Barbieri has served as an Executive Vice-Chairperson of the Board and Corporate Secretary of the Company since August 2020. Since January 2022, Mr. Barbieri has also concurrently served as the Chief Executive Officer of Küleon LLC, a small private biotech company engaged in development of therapeutic drugs targeting neurologic disorders. From October 1999 through August 2020, Mr. Allen Barbieri also served as an outside independent director of the Company. From March 2015 to April 2022, Mr. Allen Barbieri served as a member of the board of directors of CareTrust REIT, Inc. (NYSE:CTRE), an $8 billion market cap. real estate investment trust, where he served as Chairman of the Corporate Governance and Nominating Committee and as a member of the Audit and Compensation Committees. From January 2010 to March 2018, Mr. Allen Barbieri served as the Chief Executive Officer of Biosynthetic Technologies, a privately held, renewable specialty chemicals company, with BP and Monsanto as primary owners. Prior to that, from April 2004 to September 2009, Mr. Barbieri served as the Chief Executive Officer of Lancer Orthodontics, Inc., a medical device company with manufacturing operations in the U.S. and Mexico. From 1998 to 1999, he served as President and Chief Financial Officer of BUY.COM, a major internet retailer, and from 1994 to 1999 Mr. Barbieri was President and Chief Executive Officer of Pacific National Bank. Mr. Allen Barbieri holds an MBA from Massachusetts Institute of Technology (MIT).
We believe Mr. Allen Barbieri is qualified to serve on our Board due to his extensive knowledge of the Company’s business and operations, his financial expertise in investment banking and experience as a Chief Executive Officer and Chief Financial Officer of public and private institutions, his education, and his prior experience as a board member of numerous public and private companies.
Eric Bing Chin, CPA
Mr. Eric Bing Chin, CPA has served as a Director of the Company since 2025. Mr. Chin has served as the Principal Strategic Advisor and Chief Financial Officer of Xcelerant since 2022. Mr. Chin has served as a Board Advisor of PandoBlox and an Advisory Board Member of Owl Therapy since 2025.
From 2023 to 2025, Mr. Chin served as a board member, Treasurer, and Secretary of Rhode Island Primary Care Physicians Corporation and as Chief Financial Officer of Akido. From 2018 to 2022, Mr. Chin served as Chief Financial Officer at Astrana Health, a publicly traded company and member of the S&P SmallCap 600. From 2011 to 2018, Mr. Chin served in finance leadership positions within Public Storage and Alexandria Real Estate Equities, both of which are publicly traded and members of the S&P 500. From 2002 to 2011, Mr. Chin served as a practicing CPA with EY, a global public accounting firm. Mr. Chin holds a BA degree from UCLA.
Mr. Chin serves and volunteers as an advisory board member for AI 2030, a board member for AMBITION, a fundraiser for the American Heart Association, and a fundraiser for the Covenant House of Los Angeles. He also actively mentors for the UCLA Alumni mentoring program. Mr. Chin is also a member of the National Association of Corporate Directors and a member of the Healthcare Financial Management Association
We believe Mr. Chin is qualified to serve on our Board due to his prior experience serving as a member of the board of directors of various companies, his experience as a Chief Financial Officer of healthcare companies, his financial expertise with publicly traded companies as a CPA, and his education.
David Moatazedi
Mr. David Moatazedi has served as a Director of the Company since December 2022. Mr. David Moatazedi has served as the President and Chief Executive Officer, and as a member of the board of directors of Evolus, Inc. (“Evolus”) (NASDAQ: EOLS), since May 2018. Evolus is a publicly traded life sciences company headquartered in Orange County, California, with a market capitalization of approximately $500 million. From March 2017 to June 2020, David also served as an independent board member of Obalon Therapeutics, a publicly traded life sciences company that was later merged into ReShape Lifesciences Inc. From 2016 to 2018, Mr. David Moatazedi served as Senior Vice President at Allergan Inc. (“Allergan”), and head of the U.S. Medical Aesthetics division. Mr. David Moatazedi also worked in various other leadership positions within Allergan since 2005, including Vice President, Sales and Marketing of the U.S. Facial Aesthetics, and the U.S. Plastic Surgery Divisions. Before Allergan, from 2000 to 2005 Mr. David Moatazedi was a district manager for Novartis Pharmaceuticals, a multinational pharmaceuticals company. Mr. David Moatazedi holds, an MBA from Pepperdine University and a BA degree from California State University, Long Beach.
We believe Mr. David Moatazedi is qualified to serve on our Board due to his education, his financial expertise, his experience as a Chief Executive Officer of a publicly traded life sciences company, his professional experiences, and his prior experience serving as a member of the board of directors of a public life science company.
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Gary Huff
Mr. Gary M. Huff has served as a Director of the Company since October 2025. Since 2019, Mr. Huff has served as President of Take Charge, LLC, a laboratory business advisory firm that he founded. Prior to founding Take Charge, LLC, Mr. Huff held several senior executive leadership positions in the healthcare and clinical laboratory industries, including Chief Executive Officer of LabCorp Diagnostics, Chief Executive Officer of Baylor Genetics, and Chief Operating Officer of Solstas Lab Partners.
Mr. Huff has extensive experience leading complex healthcare and laboratory organizations, including publicly traded, private equity-backed, and health system-owned businesses. His executive experience includes strategic planning, operational leadership, business development, mergers and acquisitions, healthcare partnerships, and organizational transformation. He also brings experience working with Fortune 500 companies and advising healthcare organizations on strategic and operational matters.
Mr. Huff holds a Bachelor of Arts in General Studies/Psychology from Indiana University. We believe Mr. Huff’s extensive executive leadership experience, healthcare industry expertise, and experience in strategy, operations, and corporate governance provide valuable perspective to the Board and qualify him to serve as a Director of the Company.
EXECUTIVE OFFICERS
The following table sets forth the names, ages and positions of our executive officers:
| Name | Age | Executive Officer Since | Position(s) | |||
| Zackary Irani | 60 | 1997 | Chief Executive Officer | |||
| Allen Barbieri | 68 | 2020 | Executive Vice-Chairperson of the Board and Corporate Secretary | |||
| Xiaoxuan (“Jenny”) Qu | 33 | 2026 | Principal Financial Officer and Principal Accounting Officer |
Biographical information regarding Messrs. Irani and Barbieri appears above under “Background of Directors.” The following provides biographical information regarding Ms. Qu, our executive officer who is not a director.
| Xiaoxuan (“Jenny”) Qu |
Ms. Xiaoxuan (“Jenny”) Qu, age 33, was appointed by the Board of Directors as the Company’s Principal Financial Officer and Principal Accounting Officer, effective August 27, 2026. In connection with her appointment, Ms. Qu was authorized to sign, on behalf of management and the Company, reports and filings submitted to the Securities and Exchange Commission. Until a Chief Financial Officer is appointed, Ms. Qu is also authorized, with the approval of the Company’s Chief Executive Officer, to execute documents that would ordinarily be signed by the Chief Financial Officer.
Ms. Qu has served as the Company’s Vice President of Finance since January 2026. She joined the Company in June 2023 and previously served as Corporate Controller beginning in January 2024. Prior to joining the Company, Ms. Qu served in audit and assurance roles with HCVT, a public accounting firm, from August 2021 to May 2023 and previously held tax roles with Ernst & Young LLP. Ms. Qu holds a master’s degree from the University of California, Irvine and a bachelor’s degree in accounting from St. Thomas University.
Ms. Qu was not appointed pursuant to any arrangement or understanding between her and any other person. There are no family relationships between Ms. Qu and any director or executive officer of the Company. Ms. Qu is not a party to any transaction required to be disclosed under Item 404(a) of Regulation S-K. Her appointment as Principal Financial Officer and Principal Accounting Officer did not result in any change to her existing compensation arrangements. |
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BOARD DIVERSITY
The diversity of the Company’s Board is listed below and is reviewed annually by the Board.
| Board Diversity Matrix (as of September 28, 2026) | ||||||||||||||||
| Total Number of Directors | 5 | |||||||||||||||
| Female | Male | Non- Binary | Did Not Disclose Gender | |||||||||||||
| Part I: Gender Identity | ||||||||||||||||
| Directors | - | 5 | - | - | ||||||||||||
| Part II: Demographic Background | ||||||||||||||||
| African American or Black | - | - | - | - | ||||||||||||
| Alaskan Native or Native American | - | - | - | - | ||||||||||||
| Asian | - | 1 | - | - | ||||||||||||
| Hispanic or Latinx | - | - | - | - | ||||||||||||
| Native Hawaiian or Pacific Islander | - | - | - | - | ||||||||||||
| White | - | 4 | - | - | ||||||||||||
| Two or More Races or Ethnicities | - | - | - | - | ||||||||||||
| LGBTQ+ | - | - | - | - | ||||||||||||
| Did Not Disclose Demographic Background | - | - | - | - | ||||||||||||
LEGAL PROCEEDINGS
To our knowledge, during the past ten years, none of our directors or executive officers has been involved in any legal proceeding required to be disclosed pursuant to Item 401(f) of Regulation S-K.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board maintains an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. For the fiscal year ended May 31, 2026, the Board held seven in-person or telephonic Board meetings, three of which were strategy and update meetings with management, and acted by unanimous written consent five times. The Audit Committee held four meetings; the Compensation Committee held four meetings; and the Nominating and Corporate Governance Committee held four meetings. During the fiscal year ended May 31, 2026, all directors attended 75% or more of the aggregate meetings of the Board and the Committees on which they served.
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Company has a Nominating and Corporate Governance Committee Charter which may be viewed on the Company’s website at www.biomerica.com.
The Company has a standing Nominating and Corporate Governance Committee (the “Governance Committee”). The Governance Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise arise. In the event that vacancies are anticipated or otherwise arise, the Governance Committee utilizes a variety of methods for identifying and evaluating director candidates. The Governance Committee will consider candidates recommended by current directors, professional search firms, stockholders or other persons.
To select a director candidate, the Governance Committee undergoes a series of discussions and review of the candidates. Once the Governance Committee has identified a prospective nominee, the Governance Committee will evaluate the prospective nominee in the context of the then current composition of the Board and will consider a variety of other factors, including the prospective nominee’s public company experience, corporate governance experience, business, technology, strategy, and industry experience, finance and financial reporting experience, and other attributes that would be expected to contribute to an effective Board. The Board seeks to identify nominees who possess a diverse range of experience, skills, areas of expertise, industry knowledge, business judgment, and professional ethics and values. Although the Governance Committee does not have a formal policy with respect to diversity, it has a well-established process to identify director nominees, and considers diversity when evaluating candidates for director nominees. The Board does not evaluate stockholder nominees differently than any other nominee.
Our Board will consider stockholder nominations for directors if we receive timely written notice, in proper form, of the nomination. To be timely, the notice must be received within the time frame set forth in our Bylaws and applicable SEC rules. To be in proper form, the notice must, among other matters, include each nominee’s written consent to serve as a director for the Company if elected at the next annual meeting, a description of all arrangements or understandings between the nominating stockholder and the nominee, and certain other information about the nominating stockholder and the nominee.
The Governance Committee met three times during the fiscal year ended May 31, 2026. For the fiscal year ended May 31, 2026, the Committee was chaired by Dr. Jane Emerson until the Company’s 2025 Annual Meeting held on December 12, 2025, on which date Ms. Emerson left the Board. Following the 2025 Annual Meeting, Mr. Gary Huff became Chairperson of the Governance Committee, with Mr. David Moatazedi and Mr. Eric Bing Chin continuing as members of the Committee.
COMPENSATION COMMITTEE
The Company has a Compensation Committee Charter which may be viewed on the Company’s website at www.biomerica.com.
The Compensation Committee is responsible for assisting the Board in discharging its responsibilities regarding the compensation of our employees and directors. The specific duties of the Compensation Committee include, among other matters: reviewing and approving executive compensation; evaluating our executive officers’ performance; setting the compensation levels of our executive officers; setting our incentive compensation plans, including our equity-based incentive plans; making recommendations to the Board for annual compensation of directors; and making recommendations to our Board regarding our overall compensation structure, policies and programs.
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The Compensation Committee may delegate authority to the chief executive officer or the chief financial officer to grant equity incentive plan awards to our non-executive employees consistent with the parameters approved in advance by the compensation committee.
Historically, our Chief Executive Officer and Executive Vice-Chairperson have provided input and recommendations to the Compensation Committee on the compensation of executive officers and members of the Board. In addition, representatives from our executive management team and finance function have provided information or recommendations to the Compensation Committee regarding design of any cash and equity incentive programs. Also, while the Compensation Committee does not officially retain an executive compensation consultant, it does obtain from time to time industry and peer-group compensation information from certain national compensation consulting firms and other industry resources. The Compensation Committee reviews all of this input and information in determining and setting director and executive officer compensation plans. All decisions affecting executive officer compensation are made by the Compensation Committee, in its sole discretion.
The Compensation Committee met two times during the fiscal year ended May 31, 2026. One Compensation Committee meeting was held without management, and three Compensation Committee meetings were held with management attending at least a portion of the meeting. For the fiscal year ended May 31, 2026, the Compensation Committee was chaired by Mr. David Moatazedi. Following Ms. Catherine Coste’s resignation from the Board on June 4, 2025, Mr. Eric Bing Chin was appointed to the Compensation Committee. On October 7, 2025, Mr. Gary Huff was appointed to the Board and to the Compensation Committee. Dr. Jane Emerson served on the Committee until the 2025 Annual Meeting, at which time she did not stand for re-election, and left the Board. Following the 2025 Annual Meeting, the Compensation Committee consisted of Mr. David Moatazedi, as Chairperson, and Mr. Eric Bing Chin and Mr. Gary Huff as Committee members.
AUDIT COMMITTEE
The Company has an Audit Committee Charter which may be viewed on the Company’s website at www.biomerica.com.
The Audit Committee is responsible for overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the Audit Committee assists the Board in its oversight of our compliance with legal and regulatory requirements. The specific duties of the Audit Committee include, among others: monitoring the integrity of our financial process and systems of internal controls regarding finance, accounting and legal compliance; selecting our independent auditor; monitoring the independence and performance of our independent auditor; and providing an avenue of communication among the independent auditor, our management and our Board. The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to all of our employees and to the independent auditor. The Audit Committee also has the ability to retain, at the Company’s expense and without further approval of the Board, special legal, accounting, or other consultants or experts that it deems necessary in the performance of its duties.
The Audit Committee met four times during the fiscal year ended May 31, 2026. For the fiscal year ended May 31, 2026, the Audit Committee included Ms. Catherine Coste, Dr. Jane Emerson, Mr. David Moatazedi, Mr. Eric Bing Chin and Mr. Gary Huff at various times during the year. On June 4, 2025, Ms. Catherine Coste resigned from the Board, thereby vacating her position as Chairperson of the Audit Committee, and Mr. Eric Bing Chin was appointed to the Board and as Chairperson of the Audit Committee. On October 7, 2025, Mr. Gary Huff was appointed to the Audit Committee. Dr. Jane Emerson served on the Audit Committee until the 2025 Annual Meeting, at which time she did not stand for re-election to the Board. Following the 2025 Annual Meeting, the Audit Committee consisted of Mr. Eric Bing Chin, as Chairperson, and Mr. David Moatazedi and Mr. Gary Huff as Committee members.
The Board has determined that Mr. Eric Bing Chin qualifies as an “audit committee financial expert” and that each member of the Audit Committee is financially literate. All members of the Audit Committee meet the independence standards set forth in applicable Securities and Exchange Commission (“SEC”) and Nasdaq rules.
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DIRECTOR INDEPENDENCE
The Board reviews the independence of each director when he or she is elected to the Board and monitors their independence on a continual basis. The Board considers the transactions and relationships between each member and the Company in determining independence. The Board determines independence based on the definition of “Director Independence” as defined by SEC rules and as determined in accordance with Rule 5605 of the Marketplace Rules of Nasdaq. Based upon that review, the Board has affirmatively determined that David Moatazedi, Eric Bing Chin and Gary Huff are independent, (collectively, the “Independent Directors”). The Board has also determined that each member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee satisfies the independence requirements applicable to each committee on which he serves.
BOARD LEADERSHIP STRUCTURE
The Board selects a Chairperson in a manner it determines to be in the best interests of the Company. It is in the Board’s discretion to determine whether the same individual should serve as both the Chief Executive Officer and Chairperson of the Board or whether those roles should be separated. This flexibility permits the Board to organize its functions and conduct its business in a manner it deems most effective in then-prevailing circumstances and to select the individual it considers to be best-suited to serve as Chairman of the Board at any particular time. At this time, the Board has not appointed a Chairperson.
BOARD ROLE IN RISK OVERSIGHT
The Board is responsible for oversight of material risks facing the Company, including financial, cybersecurity, and compliance risks, while our management team is responsible for the day-to-day management of risk. In addition, the Board has delegated oversight of certain categories of risk to the Audit Committee and the Compensation Committee, each of which is composed entirely of independent directors. The Audit Committee and the Compensation Committee respectively report to the Board as appropriate on matters that involve specific areas of risk that each committee oversees.
Financial, Compliance and Controls Risks
The Audit Committee has scheduled periodic and annual reviews and discussions with management regarding significant risk exposures and incident metrics, including those relating to global financial, accounting, and treasury matters, internal audit and controls, and legal and regulatory compliance. These discussions cover the steps management has taken to monitor, control, and report such exposures, as well as the Company’s policies with respect to risk assessment and risk management.
Employee Compensation Risks
The Compensation Committee oversees management of risks relating to the Company’s compensation plans and programs. The Company’s management and the Compensation Committee have assessed the risks associated with the Company’s compensation policies and practices for all employees, including non-executive officers. These include risks relating to setting ambitious targets for our employees’ compensation or the vesting of their equity awards, our emphasis on at-risk equity-based compensation, discrepancies in the values of equity-based compensation depending on employee tenure relative to increases in stock price over time and the potential impact of such factors on the retention or decision-making of our employees, particularly our senior management. Based on the results of this assessment, the Company does not believe that its compensation policies and practices for all employees, including non-executive officers, create risks that are reasonably likely to have a material adverse effect on the Company.
CODE OF ETHICS
The Company’s Code of Business Conduct and Ethics, which applies to all directors, officers and employees of the Company, including our executive officers, is available on the Company’s website at www.biomerica.com under the Investor Relations section. Stockholders may also obtain a printed copy of the Code of Business Conduct and Ethics, free of charge, by writing to the Corporate Secretary of the Company at our principal executive offices.
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DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who own more than 10% of a registered class of securities to file initial reports of ownership of our stock and reports of changes in such ownership with the SEC. To our knowledge, all required filings pursuant to Section 16(a) were timely made during the fiscal year ended May 31, 2026 except (i) each of Zackary Irani, David Moatazedi, Allen Barbieri, Gary Huff, Gary Lu filed a late Form 4 on December 12, 2025 reporting one transaction, (ii) Eric Chin filed a late Form 4 on January 28, 2026 reporting one transaction, (iii) Xiaoxuan Qu filed a late Form 3 on September 8, 2026, and (iv) BRC Group Holdings, Inc. filed a late Form 3 on September 10, 2026.
INSIDER TRADING POLICY
COMPENSATION RECOVERY POLICY
We believe that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and reinforces our pay-for-performance compensation philosophy. We have adopted a compensation recovery policy, which has been filed as an exhibit to our 2026 Annual Report. The compensation recovery policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws and describes certain remedies available to the Board to address executive officers who have engaged in fraudulent or other intentional misconduct. Our compensation recovery policy applies to any compensation paid to executive officers that is granted, earned, or vested based wholly or in part upon attainment of a financial reporting measure.
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION OF NAMED EXECUTIVE OFFICERS
In December 2025, our Compensation Committee conducted its annual review of the Company’s compensation plan for executive officers and directors for 2026. The Compensation Committee determined to leave cash compensation for executive officers unchanged and approved equity awards intended to further align the interests of executive officers and directors with the performance of the Company’s common stock.
Cash Compensation
We use base salary to compensate our Named Executive Officers for services rendered during the year and based on their experience, skills, responsibilities and contributions to the Company. Our Compensation Committee periodically reviews executive officer compensation and determines whether adjustments are appropriate.
Equity Compensation
We view equity awards as an important element of the total compensation of our Named Executive Officers. Although we do not specifically tie any portion of a Named Executive Officer’s equity compensation to Company performance, the Company utilizes stock options and restricted stock units (“RSUs”) as equity awards, the value of which is affected by the performance of the Company’s Common Stock. Stock options issued to Named Executive Officers generally vest over a multi-year period and are issued with an exercise price equal to the market price of the Company’s Common Stock on the date of grant. As such, the value of these stock options is tied to increases in stockholder value. The vesting requirements applicable to our equity awards also serve as a means of retaining our Named Executive Officers and other employees.
The Compensation Committee and, if applicable, the Board typically grant equity awards, including stock options and RSUs, at regularly scheduled meetings. However, the timing of such awards may vary in connection with new hires, promotions or other circumstances. The Compensation Committee and the Board do not take material nonpublic information into account when determining the timing and terms of equity awards and do not time the release of material nonpublic information to affect the value of executive compensation.
The following table sets forth the total compensation earned by the Company’s Chief Executive Officer, Executive Vice-Chairperson of the Board and Corporate Secretary, and Chief Financial Officer (the “Named Executive Officers”) for the fiscal years ended May 31, 2026 and 2025.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | |||||||||||||
| Zackary Irani (1), | 2026 | $ | 150,000 | 135,450 | - | $ | 285,450 | |||||||||||
| Chairman & Chief Executive Officer | 2025 | $ | 122,596 | 78,438 | - | $ | 201,034 | |||||||||||
| Allen Barbieri (2), | 2026 | $ | 88,000 | 77,400 | - | $ | 165,400 | |||||||||||
| Director, Executive Vice-Chairperson of the Board and Corporate Secretary | 2025 | $ | 93,415 | 34,513 | - | $ | 127,928 | |||||||||||
| Gary Lu (3), | 2026 | $ | 233,454 | 103,200 | 50,000 | $ | 386,654 | |||||||||||
| Chief Financial Officer | 2025 | $ | 260,000 | 51,769 | - | $ | 311,769 | |||||||||||
| (1) | As part of cost reduction measures during the fiscal year ended May 31, 2025, Mr. Zackary Irani voluntarily reduced his annual base salary from $150,000 to $75,000 effective August 1, 2024. Effective January 1, 2025, Mr. Irani’s annual base salary was reinstated to $150,000 and remained at that level through the fiscal year ended May 31, 2026. No management incentive cash bonus was paid to Mr. Irani for the fiscal year ended May 31, 2026. During the fiscal year ended May 31, 2026, Mr. Irani was granted 52,500 restricted stock units (“RSUs”) with an aggregate grant-date fair value of $135,450, based on the market price of the Company’s common stock of $2.58 per share on the grant date. The RSUs vest in four equal annual installments beginning on December 12, 2026, subject to Mr. Irani’s continued service through each applicable vesting date. |
| (2) | As part of cost reduction measures during the fiscal year ended May 31, 2025, Mr. Allen Barbieri voluntarily reduced his annual base salary from $110,000 to $88,000 effective August 1, 2024. Mr. Barbieri’s annual base salary remained at $88,000 through the fiscal year ended May 31, 2026. No management incentive cash bonus was paid to Mr. Barbieri for the fiscal year ended May 31, 2026. During the fiscal year ended May 31, 2026, Mr. Barbieri was granted 30,000 RSUs with an aggregate grant-date fair value of $77,400, based on the market price of the Company’s common stock of $2.58 per share on the grant date. The RSUs are scheduled to cliff vest 100% on December 12, 2026, subject to Mr. Barbieri’s continued service through the vesting date. |
| (3) | During the fiscal year ended May 31, 2026, Mr. Gary Lu served as Chief Financial Officer until his resignation became effective on April 14, 2026. His annual base salary remained at $260,000 through his resignation date. In connection with his departure, Mr. Lu received approximately $50,000 for accrued and unused paid time off, which is included in All Other Compensation in the Summary Compensation Table. No management incentive cash bonus was paid to Mr. Lu for the fiscal year ended May 31, 2026. During the fiscal year ended May 31, 2026, Mr. Lu was granted 40,000 RSUs with an aggregate grant-date fair value of $103,200, based on the market price of the Company’s common stock of $2.58 per share on the grant date. The RSUs were scheduled to vest in four equal annual installments beginning on December 12, 2026, subject to Mr. Lu’s continued service through each applicable vesting date. Because Mr. Lu resigned before the first vesting date of this award, all 40,000 unvested RSUs were forfeited in accordance with their terms. |
Employment Agreement
Mr. Gary Lu was party to a written employment agreement with the Company in connection with his service as Chief Financial Officer (the “Lu Employment Agreement”). Mr. Lu resigned from his positions with the Company effective April 14, 2026.
Under the Lu Employment Agreement, Mr. Lu was entitled to accrued but unpaid base salary and accrued but unused paid time off upon his resignation. In connection with his resignation, Mr. Lu received approximately $50,000 for accrued and unused paid time off. Mr. Lu did not receive any severance payment in connection with his resignation.
| 9 |
The Company has a written employment agreement with Zack Irani for his role as the Chief Executive Officer of the Company (the “Irani Employment Agreement”). Mr. Irani’s employment is at-will and may be terminated by him or the Company at any time, with or without cause or notice. Pursuant to the Irani Employment Agreement, Mr. Irani is entitled to separation pay under the following circumstances:
| i. | Termination by the Company for Cause: If the Company terminates Mr. Irani for Cause (as defined in the Irani Employment Agreement), Mr. Irani is entitled to all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination. | |
| ii. | Termination by the Company without Cause: If the Company terminates Mr. Irani without Cause (as defined in the Irani Employment Agreement), Mr. Irani shall be paid all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination. In the event Mr. Irani is terminated by the Company without Cause, including following a Change in Control (as defined by the Irani Employment Agreement), he will be eligible for severance pay that is equal to 12 months of Mr. Irani’s base pay, provided that he executes and does not revoke a customary general release of claims against the Company and its affiliates, officers, directors, agents, and employees (the “Severance Payment”). | |
| iii. | Termination by the Employee with Cause: If Mr. Irani terminates his employment with the Company with Cause, including a termination with Cause following a Change in Control, he will be eligible for a Severance Payment. In the event of a termination of employment by Mr. Irani with Cause following a Change in Control, all unvested restricted stock grants and unvested stock options previously issued to him shall become immediately vested and exercisable. |
The Company has a written employment agreement with Allen Barbieri for his role as the Corporate Secretary and Executive Vice Chairman of the Company (the “Barbieri Employment Agreement”). Mr. Barbieri’s employment is at-will and may be terminated by him or the Company at any time, with or without cause or notice. Pursuant to the Barbieri Employment Agreement, Mr. Barbieri is entitled to separation pay under the following circumstances:
| i. | Termination by the Company for Cause: If the Company terminates Mr. Barbieri for Cause (as defined in the Barbieri Employment Agreement), Mr. Barbieri is entitled to all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination. |
| ii. | Termination by the Company without Cause: If the Company terminates Mr. Barbieri without Cause (as defined in the Barbieri Employment Agreement), Mr. Barbieri shall be paid all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination. In the event Mr. Barbieri is terminated by the Company without Cause, including following a Change in Control (as defined by the Barbieri Employment Agreement), he will be eligible for severance pay that is equal to 12 months of Mr. Barbieri’s base pay, provided that he executes and does not revoke a customary general release of claims against the Company and its affiliates, officers, directors, agents, and employees (the “Severance Payment”). | |
| iii. | Termination by the Employee with Cause: If Mr. Barbieri terminates his employment with the Company with Cause, including a termination with Cause following a Change in Control, he will be eligible for a Severance Payment. In the event of a termination of employment by Mr. Barbieri with Cause following a Change in Control, all unvested restricted stock grants and unvested stock options previously issued to him shall become immediately vested and exercisable. |
| 10 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisabe | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||
| 1/22/2018 | 9,375 | 0 | 0 | $ | 31.20 | 1/22/2028 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/20/2018 | 18,750 | 0 | 0 | $ | 18.00 | 12/20/2028 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/19/2019 | 15,625 | 0 | 0 | $ | 22.48 | 12/19/2029 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Zackary Irani | 12/10/2020 | 9,827 | 0 | 0 | $ | 50.88 | 12/10/2030 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| 12/9/2021 | 12,500 | 0 | 0 | $ | 35.68 | 12/9/2031 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/7/2023 | 9,844 | 3,281 | 0 | $ | 13.36 | 4/20/2033 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/13/2023 | 9,688 | 9,687 | 0 | $ | 7.91 | 12/13/2033 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/13/2024 | 0 | 0 | 0 | $ | - | 23,437 | $ | 55,961 | 0 | 0 | ||||||||||||||||||||||||||
| 12/12/2025 | 0 | 0 | 0 | $ | - | 52,500 | $ | 125,354 | 0 | 0 | ||||||||||||||||||||||||||
| 1/22/2018 | 3,125 | 0 | 0 | $ | 31.20 | 1/22/2028 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/20/2018 | 6,250 | 0 | 0 | $ | 18.00 | 12/20/2028 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/19/2019 | 6,250 | 0 | 0 | $ | 22.48 | 12/19/2029 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Allen Barbieri | 12/10/2020 | 3,750 | 0 | 0 | $ | 50.88 | 12/10/2030 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| 12/9/2021 | 5,625 | 0 | 0 | $ | 35.68 | 12/9/2031 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/7/2023 | 6,250 | 0 | 0 | $ | 13.36 | 4/20/2033 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 12/13/2023 | 12,500 | 0 | 0 | $ | 7.91 | 12/13/2033 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| 6/4/2025 | 0 | 0 | 0 | $ | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| 12/13/2024 | 0 | 0 | 0 | $ | - | 30,000 | $ | 71,631 | 0 | 0 | ||||||||||||||||||||||||||
| 4/6/2023 | 9,375 | 0 | 0 | $ | 13.92 | 4/6/2033 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Gary Lu | 12/13/2023 | 9,688 | 0 | 0 | $ | 7.91 | 12/13/2033 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| 12/12/2025 | 0 | 0 | 0 | $ | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| 12/13/2024 | 0 | 0 | 0 | $ | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| (1) | The vesting dates coincide with the option grant date annually for options held at fiscal year-end. The market value of unvested RSUs was calculated based on the closing price of the Company’s common stock of $2.39 per share on May 29, 2026, the last trading day of fiscal 2026. |
| (2) | For Mr. Zackary Irani, 25% of the option award granted on December 7, 2023 vested immediately, while the remaining 75% vest in equal installments over a 36-month period. The option award granted on December 13, 2023 vests in four equal annual installments beginning on December 13, 2024. The RSUs granted to Mr. Irani on December 13, 2024 vest in four equal annual installments beginning on December 13, 2025. The RSUs granted to Mr. Irani on December 12, 2025 vest in four equal annual installments beginning on December 12, 2026, in each case subject to Mr. Irani’s continued service through each applicable vesting date. |
| (3) | For Mr. Allen Barbieri, the RSUs granted on December 13, 2024 vested 100% on December 13, 2025, and the RSUs granted on December 12, 2025 vest 100% on December 12, 2026. |
| (4) | Following Mr. Lu’s resignation effective April 14, 2026, all unvested option awards and RSU awards were forfeited, and his vested option awards remained exercisable for 90 days following his resignation, through July 13, 2026. |
| 11 |
INDEPENDENT DIRECTOR COMPENSATION
Our independent directors receive cash compensation and equity awards as part of their annual compensation for service on the Board. The cash component of the Board retainer is paid quarterly, while equity awards are granted pursuant to the Company’s equity incentive plan and vest in accordance with the terms of the applicable awards. Director compensation is subject to review and adjustment from time to time by the Compensation Committee and the Board.
The annual cash retainer fees for independent directors are paid according to the following schedule:
INDEPENDENT DIRECTOR COMPENSATION
| Annual Cash Retainer (paid quarterly) | $ | 45,000 |
The following table presents the compensation of Independent Directors for the fiscal year ended May 31, 2026.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total Value ($) | |||||||||||||||||||||
| Catherine Coste | $ | - | - | (1) | - | - | - | - | $ | - | ||||||||||||||||||
| Jane Emerson, M.D., Ph.D. | $ | 26,250 | - | (2) | - | - | - | - | $ | 26,250 | ||||||||||||||||||
| David Moatazedi | $ | 52,500 | 51,600 | (3) | - | - | - | - | $ | 104,100 | ||||||||||||||||||
| Eric Bing Chin | $ | 45,000 | 89,931 | (4) | - | - | - | - | $ | 134,931 | ||||||||||||||||||
| Gary Huff | $ | 33,750 | 51,600 | (5) | - | - | - | - | $ | 85,350 | ||||||||||||||||||
| (1) | As of May 31, 2026, Ms. Catherine Coste had 22,125 unexercised option awards outstanding. She had no unvested stock awards outstanding as of May 31, 2026. |
| (2) | As of May 31, 2026, Dr. Jane Emerson had 30,250 unexercised option awards outstanding. She had no unvested stock awards outstanding as of May 31, 2026. |
| (3) | As of May 31, 2026, Mr. David Moatazedi had 16,500 unexercised option awards outstanding and 20,000 unvested RSU awards outstanding. Mr. Moatazedi’s cash compensation included the $45,000 annual Board retainer and a $7,500 stipend for serving as Chair of the Compensation Committee for the period ended November 30, 2025, after that date annual cash compensation for all independent directors was reduced to $45,000, and paid quarterly. Cash fees paid to directors who served for only a portion of fiscal 2026 were prorated to reflect their respective periods of service. |
| (4) | As of May 31, 2026, Mr. Eric Bing Chin had 22,500 unvested RSU awards outstanding. |
| (5) | As of May 31, 2026, Mr. Gary Huff had 20,000 unvested RSU awards outstanding. |
| 12 |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of September 28, 2026, certain information regarding the beneficial ownership of our Common Stock by (i) each person known by us to beneficially own more than 5% of our outstanding Common Stock, (ii) each of our directors, (iii) each of our Named Executive Officers (as defined under “Executive Compensation of Named Executive Officers”), and (iv) all current executive officers and directors of the Company as a group. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. Unless otherwise indicated, each person listed has sole voting and investment power with respect to the shares beneficially owned by such person. Unless otherwise indicated, the address of each beneficial owner is 17571 Von Karman Avenue, Irvine, California 92614.
5% or Greater Stockholders
| NAME OF BENEFICIAL OWNER (1) |
SHARES BENEFICIALLY OWNED |
PERCENTAGE BENEFICIALLY OWNED (1) |
||||||
| B. Riley Principal Capital, LLC (1) | 460,080 | 10.0 | % | |||||
| Zackary S. Irani (2) | 275,679 | 5.9 | % | |||||
Directors and Named Executive Officers
| NAME OF BENEFICIAL OWNER (1) | SHARES BENEFICIALLY OWNED | PERCENTAGE BENEFICIALLY OWNED (1) | ||||||
| Zackary Irani (2) | 275,679 | 5.9 | % | |||||
| Allen Barbieri (3) | 87,292 | 1.9 | % | |||||
| David Moatazedi (4) | 36,344 | * | ||||||
| Gary Huff (5) | 31,250 | * | ||||||
| Eric Bing Chin (6) | 16,250 | * | ||||||
| Xiaoxuan(“Jenny”) Qu (7) | 2,735 | * | ||||||
| All executive officers and directors as a group (Six persons) | 449,550 | 9.5 | % | |||||
| * | Represents beneficial ownership of less than 1.0% of our outstanding Common Stock. |
| (1) | Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Shares of Common Stock that a person or group has the right to acquire within 60 days after September 28, 2026, pursuant to options, warrants, conversion privileges or other rights are deemed outstanding for purposes of determining the beneficial ownership and percentage ownership of such person or group, but are not deemed outstanding for purposes of determining the beneficial ownership or percentage ownership of any other person or group. Percentage ownership is based on 4,598,968 shares of Common Stock outstanding as of September 28, 2026, together with any shares that the applicable beneficial owner has the right to acquire within 60 days thereafter. |
| (2) | Includes 85,609 shares underlying options exercisable by Mr. Zackary Irani as of, or within 60 days after, September 28, 2026. |
| (3) | Includes 43,750 shares underlying options exercisable by Mr. Allen Barbieri as of, or within 60 days after, September 28, 2026. |
| (4) | Includes 15,719 shares underlying options exercisable by Mr. David Moatazedi as of, or within 60 days after, September 28, 2026. |
| (5) | Mr. Gary Huff had no stock options exercisable as of, or within 60 days after, September 28, 2026. |
| (6) | Mr. Eric Bing Chin had no stock options exercisable as of, or within 60 days after, September 28, 2026. |
| (7) | Includes 2,735 shares underlying options exercisable by Ms. Xiaoxuan (“Jenny”) Qu as of, or within 60 days after, September 28, 2026. |
| 13 |
Equity Compensation Plan Information
The following table sets forth information as of May 31, 2026 relating to all our equity compensation plans:
| Plan category | Number of securities to be issued upon exercise of outstanding options or rights | Weighted Average exercise price of outstanding options or rights | Number of securities available issuance under equity compensation plans | |||||||||
| Equity compensation plans approved by security holders | 454,384 | $ | 16.88 | 172,898 | ||||||||
| Equity compensation plans not approved by security holders | - | - | - | |||||||||
| Total | 454,384 | $ | 16.88 | 172,898 | ||||||||
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
The Board, or an appropriate committee of the Board, reviews, approves and/or ratifies related-person transactions, as appropriate. In reviewing such transactions, the Board or applicable committee considers the terms of the transaction, the nature of the related person’s interest, whether the transaction is on terms no less favorable to the Company than those reasonably available from an unrelated third party and, in the case of directors, whether the transaction could affect the director’s independence under applicable SEC and Nasdaq rules.
As a smaller reporting company, we are required to disclose certain related-person transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years. Based on our total assets of approximately $6.8 million as of May 31, 2026 and approximately $5.9 million as of May 31, 2025, the applicable disclosure threshold is approximately $63,500.
Except as described below and under the headings “Executive Compensation” and “Independent Director Compensation,” since June 1, 2025, there have been no other transactions, arrangements or relationships, or series of similar transactions, and there are no currently proposed transactions, in which:
| ● | we or any of our subsidiaries were or will be a participant; | |
| ● | the amount involved exceeded or exceeds approximately $63,500; and | |
| ● | any director, director nominee, executive officer, beneficial owner of more than 5% of any class of our voting securities, or any immediate family member of any such person had or will have a direct or indirect material interest. |
Sale of Investment in Diagnosis S.A. and Related-Party Promissory Note
On May 29, 2026, we entered into a Securities Purchase Agreement with Zackary S. Irani, our Chief Executive Officer and a director, and certain other purchasers, pursuant to which we agreed to sell our entire minority investment in Diagnosis S.A., a private medical products company headquartered in Poland, consisting of 78,750 shares, for an aggregate purchase price of $500,000. The transaction constituted a related-person transaction because Mr. Irani was a purchaser. The transaction was reviewed and approved by the Nominating and Corporate Governance Committee and the Board of Directors prior to May 29, 2026.
| 14 |
In connection with the transaction, the purchasers advanced the $500,000 purchase price to us pending completion of the applicable share-transfer procedures under Polish law, and we issued a secured promissory term note in the principal amount of $500,000 to Mr. Irani. The note bears interest at a rate of 8% per annum and matures on May 29, 2027. Principal and accrued interest are payable at maturity, and the note may be prepaid at any time without penalty or premium. The note is secured by our ownership interest in 78,750 shares of Diagnosis S.A.
Under the original terms of the note, upon completion of the transfer of the Diagnosis S.A. shares, the outstanding principal would be deemed satisfied and accrued interest would be forgiven, except that we would be required to pay an amount equal to a minimum of 60 days of interest on the original principal balance. As of September 28, 2026 the share transfer had not been completed, and the outstanding principal balance of the related-person secured promissory note was $500,000.
August 2026 Private Placement
On August 20, 2026, we entered into a Securities Purchase Agreement with certain institutional and individual investors, including B. Riley Principal Capital, LLC, our Chief Executive Officer and each other member of our Board of Directors,, pursuant to which we agreed to issue and sell an aggregate of 1,393,705 shares of our common stock at a purchase price of $1.60 per share for aggregate gross proceeds of approximately $2.23 million (the “Private Placement”). The Private Placement closed on August 26, 2026.
Our Chief Executive Officer and each member of our Board of Directors participated in the Private Placement on the same terms and at the same purchase price per share as the other investors. Their participation was as follows:
| Name | Relationship to the Company | Shares Purchased | Purchase Price per Share | Aggregate Purchase Price | ||||||||||
| Zackary S. Irani | Director and Chief Executive Officer | 31,250 | $ | 1.60 | $ | 50,000 | ||||||||
| Allen Barbieri | Director, Executive Vice-Chairperson of the Board and Corporate Secretary | 20,000 | $ | 1.60 | $ | 32,000 | ||||||||
| Eric B. Chin | Director | 6,250 | $ | 1.60 | $ | 10,000 | ||||||||
| Gary M. Huff | Director | 31,250 | $ | 1.60 | $ | 50,000 | ||||||||
| David Moatazedi | Director | 10,000 | $ | 1.60 | $ | 16,000 | ||||||||
| Total | 98,750 | $ | 158,000 | |||||||||||
In connection with the Private Placement, we also entered into a Registration Rights Agreement with the purchasers, including the foregoing related persons, pursuant to which we agreed to file a registration statement with the SEC to register the resale of the shares purchased in the Private Placement and to use commercially reasonable efforts to cause such registration statement to become effective within the periods specified in the Registration Rights Agreement. On September 24, 2026, we filed a registration statement on Form S-3 with the SEC covering the resale of such shares.
The Securities Purchase Agreement also grants B. Riley Principal Capital, LLC the right, subject to the terms of the agreement and applicable Nasdaq requirements, to designate one representative for election or appointment to the Board for so long as the B. Riley Purchasers beneficially own, in the aggregate, securities representing at least 10% of the voting power of the Company’s outstanding Common Stock.
Director Independence
See “Item 10. Directors, Executive Officers and Corporate Governance - Director Independence” above for a discussion regarding the independence of the members of our Board of Directors.
| 15 |
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The approximate aggregate fees billed for professional services by our auditors in the fiscal years ended May 31, 2026 and 2025 were as follows:
| FISCAL YEAR | FISCAL YEAR | |||||||
| 2026 | 2025 | |||||||
| FEES | ($) | ($) | ||||||
| Audit Fees(1) | $ | 171,080 | $ | 163,650 | ||||
| Audit and review of the financial statements | ||||||||
| Tax Fees(2) | - | - | ||||||
| Tax Consulting Services | ||||||||
| All Other Fees(3) | 4,000 | 8,000 | ||||||
| Total | $ | 175,080 | $ | 171,650 | ||||
| (1) | Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual consolidated financial statements, the reviews of the consolidated financial statements included in our Forms 10-Q, and for any other services that are normally provided by our auditors in connection with our statutory and regulatory filings or engagements. |
| (2) | No fees were billed by Haskell & White LLP for tax compliance, tax advice or tax planning services during the fiscal years ended May 31, 2026 and 2025. |
| (3) | All Other Fees consist of the aggregate fees billed for products and services provided by our auditors and not otherwise included in Audit Fees, Audit-Related Fees, or Tax Fees. These include services such as providing consent for the Form S-8 filing. |
The Audit Committee has considered that the provision of the above services has not impaired the principal accountant’s ability to maintain independence.
It is the policy of the Audit Committee that all audit and permissible non-audit services provided by our independent registered public accounting firm and related fees paid to our independent registered public accounting firm must be approved in advance by the Audit Committee on a case-by-case basis. All of the above-described services provided by our auditors were approved in advance by the Audit Committee under Item 2-01(c)(7)(i)(C) of Regulation S-X.
PART IV
ITEM 15. EXHIBITS LIST AND FINANCIAL SCHEDULES
The following documents are filed as part of this Annual Report on Form 10-K:
| 1. | Consolidated Financial Statements |
| Incorporated by reference to Item 15(a)(1) of the 2026 Annual Report. |
| 2. | Consolidated Financial Statement Schedules |
| Incorporated by reference to Item 15(a)(2) of the 2026 Annual Report. |
| 16 |
| 3. | Exhibits |
| See below. |
| 17 |
The certifications attached as Exhibits 32.1 and 32.2 accompany this Annual Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.
| 18 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BIOMERICA, INC. | ||
| Registrant | ||
| By | /s/ Zackary S. Irani | |
| Zackary S. Irani, | ||
| Chief Executive Officer | ||
| Dated: September 28, 2026 | ||
| 19 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BIOMERICA, INC.
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
Biomerica, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, by its duly authorized officer, does hereby certify:
FIRST: That the Board of Directors of the Corporation has duly adopted resolutions (1) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware an amendment of the Corporation’s Second Amended and Restated Certificate of Incorporation to reclassify, change, and convert each eight (8) outstanding shares of the Corporation’s common stock, having a par value of $0.08 per share, into one (1) share of common stock, having a par value of $0.08 per share; (2) declaring such amendment to be advisable, and (3) directing that such amendment be considered at the annual meeting of stockholders held on December 13, 2024.
SECOND: That upon the effectiveness of this Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation, the Second Amended and Restated Certificate of Incorporation is hereby amended by adding a new paragraph after the first paragraph of Article IV to read as follows:
“Each eight (8) shares of Common Stock, having a par value of $0.08 per share, of the Corporation issued and outstanding or held in treasury as of 12:01 am Eastern Time on April 21, 2025 shall be reclassified as and changed into one (1) share of Common Stock, having a par value of $0.08 per share, of the Corporation, without any action by the holders thereof. No fractional shares shall be issued in connection with this reclassification. A holder of Common Stock who would otherwise be entitled to receive a fractional share as a result of the reclassification will receive one whole share of Common Stock in lieu of such fractional share.”
THIRD: That, in accordance with the provisions of the Delaware General Corporation Law, the holders of the necessary number of shares of capital stock of the Corporation entitled to vote thereon affirmatively voted in favor of the amendment at the annual meeting of stockholders held on December 13, 2024 upon notice in accordance with the provisions of Section 222 of the Delaware General Corporation Law.
FOURTH: That the amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law by the Board of Directors and stockholders of the Corporation.
FIFTH: That the amendment shall be effective as of 12:01 a.m., Eastern Time, on April 21, 2025.
* * *
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation to be executed by Gary Lu, its Chief Financial Officer, this 15th day of April, 2025.
| BIOMERICA, INC. | ||
| By: | /s/ Gary Lu | |
| Gary Lu | ||
| Chief Financial Officer | ||
Exhibit 4.2
DESCRIPTION OF CAPITAL STOCK
The following is a summary of all material characteristics of the capital stock of Biomerica, Inc. as set forth in our First Amended and Restated Certificate of Incorporation (our “Charter”), Amended and Restated Bylaws (our “Bylaws”), Series A Certificate of Designation, as corrected (the “Certificate of Designation”), and certain provisions of the General Corporation Law of the State of Delaware (the “DGCL”). The summary does not purport to be complete and is qualified in its entirety by reference to our Charter, Bylaws, and Certificate of Designation, copies of which have been filed as exhibits to our public filings with the Securities and Exchange Commission, and applicable provisions of the DGCL. References to “we,” “our,” “us,” or the “Company” refer to Biomerica, Inc.
Common Stock
General. We may issue shares of our common stock from time to time. We are authorized to issue 25,000,000 shares of our common stock, par value $0.08 per share.
Voting Rights. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The holders of common stock are not entitled to cumulative voting rights with respect to the election of directors
Dividends. Subject to preferences that may be applicable to any shares of preferred stock issued in the future, holders of common stock are entitled to receive dividends on a pro rata basis out of funds legally available at the times and in the amounts that our board of directors may determine.
Rights to Receive Liquidation Distributions. In the event of a liquidation, dissolution or winding up of our Company holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding preferred stock.
No Preemptive or Similar Rights. Holders of common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.
Preferred Stock
Pursuant to the terms of our Charter, our board of directors is authorized, subject to limitations prescribed by Delaware law, to issue up to 5,000,000 shares of preferred stock, par value $0.08 per share, in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further action by our stockholders. Our board of directors also can increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control or the removal of management and could adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock.
Series A Preferred Stock
General. On February 4, 2020, we filed a Certificate of Designations, Preferences and Rights of Series A 5% Convertible Preferred Stock with the Secretary of State of the State of Delaware, which designated 571,429 of our preferred stock as Series A Preferred Stock (the “Series A Preferred Stock”). Those shares of Series A Preferred Stock have since been converted into common stock and are no longer outstanding.
Voting Rights. Except as otherwise provided by the DGCL, other applicable law or as provided in the Certificate of Designations, the holders of our Series A Preferred Stock are not entitled to vote on any matter submitted for a vote of holders of our common stock. The consent of the holders of at least a majority of the outstanding shares of our Series A Preferred Stock will be required to, among other matters, (i) alter, amend or change adversely any rights, preferences, or privileges of our Series A Preferred Stock, (ii) amend our First Amended and Restated Certificate of Incorporation or Bylaws in any manner that would impair or reduce the rights of our Series A Preferred Stock, or (iii) amend, alter, or repeal any provision of the Certificate of Designations.
Dividends. Shares of our Series A Preferred Stock accrue annual preferred dividends at a rate of $0.175 per share, which are payable when, as and if declared by our board of directors. The holders of the outstanding shares of our Series A Preferred Stock are also entitled to receive on each share of our Series A Preferred Stock dividends prior to, or simultaneously with, any dividend declared with respect to our common stock equal to the greater of (i) the amount of dividends that have accrued on such share of our Series A Preferred Stock and (ii) the dividend payable with respect to each share of our common stock issuable upon conversion of such share of our Series A Preferred Stock.
Rights to Receive Liquidation Distributions. In the event of a liquidation, dissolution or winding up of the Company, or a Deemed Liquidation Event (as defined in the Certificate of Designation) the holders of our Series A Preferred Stock are eligible to receive the greater of (i) an amount equal to $3.50 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to our Series A Preferred Stock) (the “Original Issue Price”), plus an amount equal to accrued and unpaid dividends thereon, or (ii) such amount per share as would have been payable had all shares of our Series A Preferred Stock been converted into our common stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event.
Conversion. Shares of our Series A Preferred Stock are convertible at the option of the holder at any time into shares of our common stock at a conversion rate determined by dividing the Original Issue Price by $3.50 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination, recapitalizations, dividends, distributions and certain issuances of common stock) (the “Conversion Price”). This formula initially results in a one-to-one conversion ratio. The Conversion Price is subject to customary weighted average anti-dilution adjustments in the event of certain dilutive issuances of shares of our common stock or convertible securities.
We may require the conversion of all of the outstanding shares of our Series A Preferred Stock if the closing sale price of our common stock equals or exceeds $9.00 for a period of five (5) consecutive trading days with a minimum average trading volume of 35,000 shares per day over such period; provided, that, on such date, the shares of our common stock issuable upon conversion of our Series A Preferred Stock are registered for resale under the Securities Act or are otherwise eligible for resale pursuant to Rule 144 thereunder.
Notwithstanding the foregoing, prior to the receipt of all approvals, if any, of the shareholders of the Company necessary for purposes of the rules and regulations of the applicable trading market, our Series A Preferred Shares shall not be converted into shares of common stock: (i) in the aggregate into more than 19.99% of the shares of common stock outstanding immediately prior to the issuance date, subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization, or (ii) by any beneficial holder (as such term is defined under Rule 13d-3 of the Exchange Act) or “group” (as such term is defined under Rule 13d-5 of the Exchange Act) (such beneficial holder or group, a “Capped Holder”), if (A) the aggregate number of shares of common stock issued to such Capped Holder upon such conversion and any conversion shares then held by the Capped Holders, plus (B) the number of shares of common stock underlying our Series A Preferred Shares that would be held at such time by the Capped Holders (after giving effect to such conversion), plus (C) the aggregate number of shares of common stock held by such Capped Holder as of immediately prior to the issuance date, would in the aggregate exceed more than 19.99% of the shares of common stock outstanding immediately prior to the issuance date (without regard to any limitation on conversion pursuant to this Section 5(n)), then such Capped Holder shall be entitled to convert such number of our Series A Preferred Shares as would result in the sum of clauses (A), (B) and (C) (after giving effect to such conversion) being equal to 19.99% of the shares of common stock outstanding immediately prior to the issuance date, in each case, subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization. Any Series A Preferred Shares which a holder has elected to convert but which, by reason of the previous sentence are not so converted, shall be treated as if the holder had not made such election to convert and such Series A Preferred Shares shall remain outstanding.
Delaware Law and Certain Charter and Bylaw Provisions
The provisions of DGCL, as well as certain terms of our Charter and Bylaws, may have the effect of delaying, deferring or discouraging another person from acquiring control of us by means of a tender offer, a proxy contest or otherwise, or removing incumbent officers and directors. These provisions, some of which are summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that our board of directors may consider inadequate and to encourage any person seeking to acquire control of us to first negotiate with our board of directors.
Delaware Law. We are governed by the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date such stockholder became an “interested stockholder”. A “business combination” includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years did, prior to the determination of interested stockholder status, own, 15% or more of the corporation’s outstanding voting stock.
Charter and Bylaw Provisions. Each of our Charter and Bylaws include a number of other provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control or our management, including the following:
| ● | Issuance of Undesignated Preferred Stock. Our board of directors has the authority, to issue up to 5,000,000 shares of our preferred stock with rights and preferences designated from time to time by our board of directors, 571,429 of which have been designated as Series A Preferred Stock, and none of which are outstanding. | |
| ● | No Cumulative Voting. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless our Charter provides otherwise. Our Charter does not provide for cumulative voting. | |
| ● | Size of Board and Vacancies. Our Charter and Bylaws provide that the number of directors on our board of directors shall consist of not less than three nor more than nine members as fixed from time to time by resolution of our board of directors. Newly created directorships resulting from any increase in our authorized number of directors, and any vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, will generally be filled by a majority of the remaining members of our board of directors then in office. |
Exhibit 10.13
BIOMERICA, INC.
Employment Agreement
This Employment Agreement (the “Agreement”) is entered into by and between Biomerica, Inc., a California Corporation (the “Company”) and Jenny Qu (“Employee”) as of April 1st 2026.
The parties agree that Employee’s ongoing employment with the Company is subject to and shall be governed by the following terms and conditions:
1. Duties and Scope of Employment.
a. Positions and Duties. Employee is currently serving as Vice President and Controller, responsible for oversight of all finance, accounting and reporting activities. Employee will continue to render such business and professional services in the performance of her duties, consistent with Employee’s position within the Company, as will reasonably be assigned to her by the CFO and/or CEO. The period Employee is employed by the Company under this Agreement is referred to herein as the
“Employment Term.”
b. Obligations. During the Employment Term, Employee will devote Employee’s full business efforts to the Company and will use all good faith efforts to discharge Employee’s obligations under this Agreement to the best of his/her ability.
c. No Conflicting Obligations. Employee represents and warrants to the Company that as of the Effective Date she has no obligation or commitment, whether contractual or otherwise, that are inconsistent with her obligations under this Agreement. In connection with this Agreement, Employee shall not use or disclose any trade secrets or other proprietary or confidential information in which she or any other person has any right, title or interest and her Employment will not infringe or violate the rights of any other person or entity.
2. At-Will Employment. Employee and the Company agree that Employee’s employment with the Company is “at-will.” Employee and the Company acknowledge that this employment relationship may be terminated at any time, with or without reason or notice, at the option either of the Company or Employee. This Agreement shall constitute the full and complete agreement between Employee and the Company on the “at-will” nature of Employee’s Employment, which may only be changed in an express written agreement signed by Employee and a duly authorized officer of the Company. Employee and the Company further agree that the benefits and terms and conditions of employee’s engagement with the Company, including her compensation, may change in the Company’s sole discretion from time to time, with or without notice or cause. For clarity, any reduction in Employee’s Base Salary shall constitute “Good Reason” under Section 7 of this Agreement.
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3. Compensation.
a. Base Salary. Employee’s annual salary is $160,000 per year (the “Base Salary”). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices and will be subject to tax and other withholdings.
b. Employee Benefits.
i. Generally. Employee will be eligible to participate in the benefit plans offered to other Company employees as such plans and policies may exist from time to time. Eligibility shall be in accordance with the terms and conditions of any such plans, policies, and arrangements.
ii. Paid Time Off. During the Employment Term, Employee will be eligible to accrue paid time off, accruing in accordance with Company policy and to be used for vacation, time away from work and for the Employee’s own illness or that of a family member.
4. Expenses. The Company will reimburse Employee for necessary and reasonable travel, entertainment, and other business expenses incurred by Employee in the furtherance of Employee’s duties hereunder upon presentation of an itemized account and appropriate supporting documentation in accordance with the Company’s expense reimbursement policy.
5. Employment Conditions.
a. Confidentiality Agreement. Employee’s continued employment with the Company is contingent upon the execution of Company’s Confidential Information and Invention Assignment Agreement, and other employment agreements which were signed by Employee at the time of her commencement of employment (the “Other Agreements”). The Other Agreements are incorporated by reference herein. Following the termination of Employee’s employment for any reason, Employee’s obligations under the Other Agreement that are indicated to survive termination shall remain in force in accordance with their terms.
b. Indemnification and Insurance. The Company shall indemnify Employee to the fullest extent permitted by applicable law against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with Employee’s performance of her duties, including but not limited to SEC filings, financial reporting, and actions taken in good faith within the scope of her employment. The Company shall maintain Directors and Officers (D&O) liability insurance covering Employee in her capacity as an officer of the Company, consistent with coverage provided to other senior executives.
6. Restriction of Employee’s Activities. While employed by the Company, Employee shall not, directly or indirectly, engage in any activity which reasonably should be known by Employee to be competitive with any business activity engaged in by the Company.
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7. Rights and Duties Upon Termination.
a. At-Will Employment. Employee acknowledges that Employee’s employment with the Company is “at-will,” which means that either Employee or the Company can terminate the employment relationship at any time, for any reason, with or without cause or notice. Employee acknowledges that there is no agreement, express or implied, between Employee and the Company for any specific period of employment, nor for continuing long-term employment, and that nothing in the Agreement or any statements made to Employee while employed are intended to or actually do modify the at-will nature of Employee’s employment. Employee further agrees that this at-will employment agreement can only be modified in a written agreement signed by the CEO of the Company. Except as specifically provided in the Agreement in Section 7(b), Employee shall not be entitled to any further pay, salary, compensation or remuneration of any kind in the event that either Employee or the Company terminates the employment relationship for any reason. Employee’s exclusive termination remuneration shall be all accrued but unpaid Base Salary and accrued but unused vacation to the date of the termination.
b. Separation Pay.
i. Termination by the Company for Cause. If the Company terminates Employee’s employment for “Cause” (defined below), Employee’s exclusive termination remuneration shall be all accrued but unpaid Base Salary and any accrued but unused PTO to the date of the termination. For purposes of this Agreement, “Cause” to terminate Employee’s employment hereunder means: (1) Employee’s conviction of, or plea of guilty or nolo contendere to, any felony or other crime involving moral turpitude; (2) the use of narcotics or alcohol to an extent that materially impairs Employee’s performance, or any such use while performing job duties; (3) malfeasance, insubordination, Employee’s willful misconduct or gross negligence in the performance of her duties that results in material harm to the Company; or (4) the violation by Employee of any material provision of this Agreement. The existence of Cause shall be determined in good faith by the Board of Directors (or a duly authorized committee thereof).
ii. Termination by the Company without Cause. The Company or its successor may terminate Employee’s employment at any time, with or without prior notice, without cause, by delivering to Employee a Notice of Termination, and in such case, Employee shall be paid all accrued but unpaid Base Salary and any accrued but unused PTO to the date of the termination. If Employee’s employment is terminated without cause (as “Cause” is defined in Section 7(b)(i) above), including but not limited to a Change in Control (as defined below), a corporate liquidation, bankruptcy, a corporate reorganization, or any other corporate restructuring, Employee shall be entitled to Severance Pay as defined below, provided that the Employee executes and does not revoke a general release of claims against the Company and its affiliates, officers, directors, agents, and employees. For the avoidance of doubt, Severance Pay shall apply to any termination by the Company without Cause, including any such termination occurring in connection with, upon, or within twelve (12) months following a Change in Control.
Severance Pay shall be paid in a lump sum within thirty (30) days following the effective date of such release (and after any applicable revocation period), but in no event later than sixty (60) days following the date of termination.
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For purposes of this Agreement, Severance Pay shall consist of: (i) twelve (12) months of Employee’s Base Salary;
For purposes of this Agreement, “Change in Control” shall mean any of the following: (a) a merger or consolidation in which the Company is not the surviving entity; (b) a sale, transfer, or other disposition of all or substantially all of the assets of the Company; or (c) any transaction or series of transactions in which any person or entity becomes the beneficial owner, directly or indirectly, of securities of the Company representing more than 50% of the total voting power of all outstanding securities of the Company.
iii. Termination by Employee for Good Reason. If Employee terminates her employment with the Company for Good Reason, Employee will be eligible for Severance Pay (as defined above). A termination by Employee for “Good Reason” shall be defined as Employee terminating her employment following (1) any material reduction in Base Salary; (2) a material reduction in her title,; (3) a material adverse change in reporting structure or level of authority, including no longer reporting directly to the Chief Executive Officer; (4) or a requirement by the Company that Employee relocate to a location more than 50 miles from the current corporate offices. In the event of a Termination by Employee for Good reason (as define in this section 7(b)(iii)), in order for Employee to receive Severance Pay, Employee must first give the Company at least 30 days notice of her election to terminate her employment, and Employee must executes and not revoke a general release of claims against the Company and its affiliates, officers, directors, agents, and employees. For the avoidance of doubt, any resignation by Employee for Good Reason in connection with, upon, or within twelve (12) months following a Change in Control shall entitle Employee to Severance Pay.
c. Employee’s Responsibilities Upon Termination of Employment.
i. Upon termination of employment for any reason, Employee shall cooperate with the Company, as reasonably requested by the Company, to affect a transition of Employee’s responsibilities and to ensure that the Company is aware of all matters being handled by Employee.
ii. Employee shall, after termination of employment, upon reasonable notice, furnish such information and assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it may become a party.
d. Assignment Clause
Any successor of the Company, whether by purchase, merger, reorganization, or otherwise, shall assume and be bound by all obligations under this Agreement, including but not limited to the severance provisions outlined in Section 7(b). This Agreement shall be binding upon and inure to the benefit of any such successor.
8. Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Employee upon Employee’s death, and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. The Company may assign its rights under this Agreement to any entity that assumes the Company’s obligations hereunder in connection with any sale or transfer of all or a substantial portion of the Company’s assets to such entity. None of the rights of Employee to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the Laws of descent and distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Employee’s right to compensation or other benefits will be null and void.
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9. Notices. All notices, requests, demands, and other communications called for hereunder will be in writing and will be deemed given and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing: If to the Company: Attn: to its Chief Executive Officer. If to Employee: at the last residential address known by the Company.
10. Legal Advice and Expenses. Employee acknowledges that she has had the opportunity to discuss this matter with and obtain advice from her attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement. The Company and Employee shall each be responsible for their own legal and/or tax advice and expenses incurred in negotiating the terms and conditions of this Agreement and understanding the effects of this Agreement.
11. Integration. This Agreement, together with the executed Confidentiality Agreement and any executed Arbitration Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements, including any prior employment agreements whether written or oral. No alteration or modification of any of the provisions of this Agreement will be binding unless it is in writing and is signed by duly authorized representatives of the parties hereto. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement. Employee acknowledges that Employee is not subject to any contract, obligation or understanding (whether written or not), that would in any way restrict the performance of Employee’s duties as set forth in this Agreement.
12. Waiver of Breach. The waiver of a breach of any term or provision of this Agreement, which must be in writing, will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement.
13. Survival. The Confidentiality Agreement, any Arbitration Agreement, and the Company’s and Employee’s responsibilities under Section 7 will survive the termination of Employee’s Employment.
14. Headings. All captions and Section headings used in this Agreement are for reference only and do not form a part of this Agreement.
15. Tax Withholding. All payments made pursuant to this Agreement will be subject to applicable tax withholding. The Company shall have no obligation to any person entitled to the benefits of this Agreement with respect to any tax obligation any such person incurs because of or attributable to this Agreement.
16. Choice of Law and Severability. This Agreement shall be interpreted in accordance with the laws of the State of California without giving effect to provisions governing the choice of law. If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is rendered illegal by any present or future statute, law, ordinance, rule or regulation (collectively, the “Law”) then that provision shall be curtailed or limited only to the minimum extent necessary to bring the provision into compliance with the Law. All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation.
17. Counterparts. This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by a duly authorized officer, as of the day and year written below.
| BIOMERICA, INC. | EMPLOYEE | |||
| By: | /s/ Allen Barbieri | /s/ Jenny Qu | ||
| Name: | Allen Barbieri | Name: | Jenny Qu | |
| Title: | Exec. Vice Chairman | |||
| Date: | April 28, 2026 | Date: | April 28, 2026 | |
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Exhibit 31.3
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Zackary S. Irani, certify that:
1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Biomerica, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| /s/ Zackary S. Irani | |
| Zackary S. Irani | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: September 28, 2026 | |
Exhibit 31.4
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Xiaoxuan Qu, certify that:
1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Biomerica, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| /s/ Xiaoxuan Qu | |
| Xiaoxuan Qu | |
| VP of Finance and Controller | |
| (Principal Financial Officer; Principal Accounting Officer) | |
| Date: September 28, 2026 |
Exhibit 97.1
BIOMERICA, INC.
COMPENSATION RECOVERY POLICY
The Board of Directors (the “Board”) of Biomerica, Inc. (the “Company”) has adopted this Compensation Recovery Policy (this “Policy”) to comply with Section 10D and Rule 10D-1 of the Exchange Act and the Listing Rules of The Nasdaq Stock Market (the “Rules”), and to establish the circumstances under which the Company shall seek recoupment and forfeiture of Incentive-Based Compensation Received by Executive Officers of the Company in the event of an Accounting Restatement. The Board believes the adoption of this Policy is consistent with the Company’s executive compensation philosophy and objectives, and in furtherance of the Board’s intention to follow sound corporate governance practices.
This Policy was adopted by the Board on November 17, 2023 (the “Effective Date”). The Board has delegated to the Compensation Committee the responsibility of administering this Policy. Except as specifically set forth in Section 2 (which sets forth the role of the Audit Committee with respect to this Policy), the Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. Any determinations by the Audit Committee or the Compensation Committee, as applicable, shall be binding on all Executive Officers. The Compensation Committee may, from time to time, recommend amendments to this Policy. Any amendments to this Policy must be approved by the Board. This Policy shall be filed as an exhibit to the Company’s Annual Report on Form 10-K.
1. Certain Definitions. For purposes of this Policy, the following terms shall have the meanings set forth below:
(a) “Accounting Restatement” means a restatement of any Company Financial Statements which is required as a result of, or necessitated by, any material noncompliance by the Company with any financial reporting requirement under the federal securities laws, including any accounting restatement that (i) corrects errors that are material to previously issued Company Financial Statements (commonly referred to as “Big R” restatements), or (ii) corrects errors that are not material to previously issued Company Financial Statements, but would result in a material misstatement if the errors were left uncorrected in the current report, or the error correction was recognized in the current period (commonly referred to as “little r” restatements).
(b) “Accounting Restatement Date” means the date on which the Company is required to prepare an Accounting Restatement, which shall be the earlier of: (i) the date the Board concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, and (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
(c) “Audit Committee” means the Audit Committee of the Board
(d) “Company Financial Statements” means any audited or unaudited financial statements of the Company included in any SEC Report.
(e) “Compensation Committee” means the Compensation Committee of the Board.
(f) “Exchange Act” means the Securities and Exchange Act of 1934, as amended.
(g) “Executive Officer” means any person who is or has been designated by the Board as an “officer” for purposes of Rule 16a-1(f) under the Exchange Act, who hold such position at the time the Incentive-Based Compensation at issue under this Policy was granted, earned, or vested.
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(h) “Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company Financial Statements, as well as any measures derived wholly or in part from such measures, including non-GAAP financial measures, regardless of whether such measures were presented in the Company Financial Statements or an SEC Report. Financial Reporting Measures include, without limitation, the Company’s stock price and total stockholder return.
(i) “Incentive-Based Compensation” means any cash or equity bonus or other compensation that is granted, earned, or vested based wholly or in part on the attainment of a Financial Reporting Measure, including, but not limited to, annual cash bonuses, short- and long-term cash incentive awards, stock options, restricted stock, restricted stock units, stock appreciation rights or performance shares, and the proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part on satisfying a Financial Reporting Measure performance goal.
(j) “Received” means received in the fiscal period during which a Financial Reporting Measure is attained, even if the Incentive-Based Compensation payment or award (or the vesting of such award) occurs after the end of that period.
(k) “Recovery Period” means the three completed fiscal years immediately preceding the Accounting Restatement Date.
(l) “Restated Financial Statements” means Company Financial Statements as restated as a result of an Accounting Restatement.
(m) “SEC” means the Securities and Exchange Commission.
(n) “SEC Report” means an Annual Report on Form 10-K, Quarterly Report on Form 10-Q or any other report containing Company Financial Statements that is filed by the Company with the SEC.
2. Accounting Restatement: Provisions Applicable to Executive Officers.
(a) In each instance where all three of the following factors exist:
(i) an Accounting Restatement has occurred;
(ii) Incentive-Based Compensation was Received by an Executive Officer during the Recovery Period after beginning service as an Executive Officer; and
(iii) the Audit Committee, in its sole discretion exercised in good faith, determines that the amount or reported value of that Incentive-Based Compensation that was paid to or Received by such Executive Officer during the Recovery Period exceeds the amount or reported value of the Incentive-Based Compensation that would have been Received by such Executive Officer if such amount or value had been determined on the basis of the Restated Financial Statements (such excess amount or value, the “Excess Incentive-Based Compensation”);
Then: the Company shall, in accordance with Section 4(b), seek to recoup or recover the amount or value of such Excess Incentive-Based Compensation from the Executive Officer. The Company is entitled to recoup or recover Excess Incentive-Based Compensation pursuant to the terms of this Policy regardless of any fault of the Executive Officer for the accounting error(s) necessitating the Accounting Restatement.
(b) If the Audit Committee cannot determine the amount of Excess Incentive-Based Compensation Received by the Executive Officer directly from the information in the Accounting Restatement, then it shall make its determination based on a reasonable estimate of the effect of the Accounting Restatement.
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3. No Indemnity or Insurance Reimbursement.
The Company shall not insure or indemnify any Executive Officer against the loss of any Incentive-Based Compensation subject to recoupment or forfeiture hereunder. The Company shall not pay or reimburse any Executive Officer for premiums paid toward an insurance policy to fund potential recovery obligations.
4. General Provisions.
(a) Calculation of Erroneously Awarded Incentive-Based Compensation. Any Excess Incentive-Based Compensation that the Company is entitled to recoup or recover pursuant to the terms of this Policy shall be calculated without regard to any taxes paid by the Executive Officer.
(b) Recoupment Methods. The Compensation Committee shall determine, in its sole discretion, the method for recouping Excess Incentive-Based Compensation hereunder, which may include, without limitation: (i) requiring reimbursement of cash Incentive-Based Compensation previously paid; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity incentive awards; (iii) cancelling or rescinding some or all outstanding vested or unvested equity incentive awards; (iv) offsetting the recouped amount from any compensation otherwise owed by the Company to the Executive Officer (including compensation that is not incentive-based); (v) cancelling or setting-off against planned future grants of cash incentive awards or equity incentive awards; (vi) any other method authorized by any agreement between the Company and a particular Executive Officer; or (vii) taking any other remedial and recovery action permitted by law. The Company must seek to recover or recoup Excess Incentive-Based Compensation except to the extent that the Compensation Committee or a majority of the independent members of the Board determines that recovery would be impracticable and the conditions for such determination set forth in the Rules are satisfied.
(c) Rights and Remedies. The Board intends that this Policy shall be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
(d) Binding Agreement. This Policy shall be binding and enforceable against all Executive Officers and their respective beneficiaries, heirs, executors, administrators or other legal representatives.
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