Biomerica completes $2.23 million private placement of common stock

Biomerica, Inc., based in Irvine, California, entered into a Securities Purchase Agreement on August 20, 2026 with institutional and individual investors, including B. Riley Principal Capital, LLC and certain members of the Company's Board of Directors and executive officers, to issue and sell 1,393,705 shares of common stock at $1.60 per share, for aggregate gross proceeds of approximately $2.23 million.¹ The private placement closed on August 26, 2026.¹

Under the agreement, as long as the B. Riley Purchasers collectively hold at least 10% of the voting power of the company's outstanding common stock, B. Riley Principal Capital, LLC will have the right, subject to Nasdaq rules, to designate one representative for election or appointment to Biomerica's Board of Directors.¹ Company directors and certain executive officers are also required to enter lock-up agreements restricting transfers of company securities for 180 days following the closing.¹

Biomerica also signed a separate Registration Rights Agreement on August 20, 2026. Under its terms, the company agreed to file a registration statement with the SEC to register resale of the shares, with the filing due within 30 calendar days of closing and effectiveness sought within 30 calendar days of closing, or 60 days if the SEC conducts a full review.¹ If Biomerica fails to meet certain filing or effectiveness deadlines, it must pay purchasers liquidated damages equal to 1.0% of the aggregate purchase price paid, capped at 5.0% of a purchaser's subscription amount.¹

The shares were not registered under the Securities Act of 1933 and were sold under exemptions provided by Section 4(a)(2) and/or Rule 506 of Regulation D.¹