{"url_path":"/sec/bmra/8-k/2026-06-04/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/73290/0001493152-26-027290-index.html","accession_number":"0001493152-26-027290","cik":"0000073290","ticker":"BMRA","issuer_name":"BIOMERICA INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/73290/0001493152-26-027290-index.html","primary_entity_key":"0000073290","primary_entity_name":"BIOMERICA INC"},"word_count":444,"has_tables":true,"body_markdown":"Item\n1.01 Entry into a Material Definitive Agreement.\n\n \n\nOn\nMay 29, 2026 (the “Effective Date”), Biomerica, Inc. (the “Company”) entered into a Securities Purchase Agreement\n(the “Purchase Agreement”) with each of the persons listed on Exhibit A thereto (the “Buyers”), whereby the Company\nagreed to sell to the Buyers 78,750 shares owned by the Company (the “Shares”) of Diagnosis S.A., a medical products producer\nand distributor headquartered in Białystok, Poland (“Diagnosis”), which represents approximately 6% of the issued\nand outstanding shares of Diagnosis. Pursuant to the Purchase Agreement, the Company agreed to sell, and the Buyers agreed to buy, the\nShares for an aggregate purchase price of $500,000 (the “Purchase Price”). The Buyers are affiliated with Zackary Irani,\nthe Company’s Chief Executive Officer.\n\n \n\nPending\nthe transfer of the Shares to the Buyers pursuant to the Purchase Agreement (the “Transfer”), the Buyers delivered\nthe Purchase Price in exchange for a secured promissory term note (the “Note”) in the principal amount of $500,000. The Note\nbears interest at a rate of 8% per annum (the “Stated Interest Rate”) and matures 12 months from the Effective Date (the\n“Maturity Date”). Pursuant to the Note, the Company granted to the Buyers a continuing lien and security interest in all\nof the Company’s right, title and interest in, to and under the Shares. The aggregate principal amount of the Note together with\nall accrued and unpaid interest thereon, will be due and payable on the Maturity Date. Upon the completion of Transfer, the aggregate\nprincipal amount of the Note together with all accrued and unpaid interest thereon, in excess of an amount equal to 60 days of interest\naccrued on the Purchase Price at the Stated Interest Rate, will be forgiven in full.\n\n \n\nThe\nPurchase Agreement contains customary representations, warranties and agreements by the Company and the Buyers, customary conditions\nto closing, including, without limitation, all regulatory approvals for the Transfer required under Polish law,\nwhich conditions are expected to be satisfied within thirty days after the Effective Date, and other obligations of the parties. The\nrepresentations, warranties and agreements contained in the Purchase Agreement were made only for purposes of such agreement and as of\nspecific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting\nparties.\n\n \n\nThe\nforegoing descriptions of the Purchase Agreement and the Note are not complete and are qualified in their entirety by reference to the\nfull text of the Purchase Agreement and the form of Note included as Exhibit B thereto, which is filed as Exhibit 10.1 to this Current\nReport on Form 8-K and is incorporated by reference herein."}