	February 29, 2024			May 31, 2023
Assets

Current Assets:
Cash and cash equivalents	$	5,319,000		$	9,719,000
Accounts receivable, net		1,130,000			722,000
Inventories, net		2,129,000			2,056,000
Prepaid expenses and other		268,000			300,000
Total current assets		8,846,000			12,797,000
Property and equipment, net of accumulated depreciation and amortization		194,000			213,000
Right-of-use assets, net of accumulated amortization of $835,000 and $617,000 as of February 29, 2024 and May 31, 2023, respectively		817,000			1,035,000
Investments		165,000			165,000
Intangible assets, net of accumulated amortization of $44,000 and $30,000 as of February 29, 2024 and May 31, 2023, respectively		216,000			165,000
Other assets		104,000			79,000
Total Assets	$	10,342,000		$	14,454,000
Liabilities and Shareholders’ Equity

Current Liabilities:
Accounts payable and accrued expenses	$	885,000		$	892,000
Accrued compensation		702,000			696,000
Advance from customers		85,000			60,000
Lease liabilities, current portion		319,000			297,000
Total current liabilities		1,991,000			1,945,000
Lease liabilities, net of current portion		543,000			785,000
Total Liabilities		2,534,000			2,730,000

Commitments and contingencies (Note 6)		-			-

Shareholders’ Equity:

Preferred stock, Series A 5% convertible, $0.08 par value, 571,429 shares authorized, none issued and outstanding as of February 29, 2024 and May 31, 2023		-			-
Preferred stock, undesignated, no par value, 4,428,571 shares authorized, none issued and outstanding as of February 29, 2024 and May 31, 2023		-			-
Preferred stock, value		-			-
Common stock, $0.08 par value, 25,000,000 shares authorized, 16,821,646 issued and outstanding at February 29, 2024 and May 31, 2023, respectively		1,346,000			1,346,000
Additional paid-in capital		53,338,000			52,705,000
Accumulated other comprehensive loss		(102,000	)		(110,000	)
Accumulated deficit		(46,774,000	)		(42,217,000	)
Total Shareholders’ Equity		7,808,000			11,724,000
Total Liabilities and Shareholders’ Equity	$	10,342,000		$	14,454,000

~~Six Months Ended~~

~~November 30,~~

~~Three Months Ended~~

~~November 30,~~

~~2017~~

~~2016~~

~~2017~~

~~2016~~

~~Selling, general and administrative~~

~~974,506~~

~~893,906~~

~~522,492~~

~~475,257~~

~~Dividend and interest income~~

~~39,083~~

~~27,043~~

~~20,114~~

~~16,829~~

~~Other comprehensive loss, net of tax:~~

The accompanying notes are an integral part of these statements.

1

BIOMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS (UNAUDITED)


	Three Months Ended						Nine Months Ended
	February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023
Net sales	$	1,017,000		$	1,111,000		$	4,299,000		$	4,231,000
Cost of sales		(1,166,000	)		(991,000	)		(3,708,000	)		(3,814,000	)
Gross (loss) profit		(149,000	)		120,000			591,000			417,000

Operating expenses:
Selling, general and administrative		1,508,000			1,379,000			4,204,000			4,589,000
Research and development		343,000			392,000			1,226,000			1,215,000
Total operating expenses		1,851,000			1,771,000			5,430,000			5,804,000

Loss from operations		(2,000,000	)		(1,651,000	)		(4,839,000	)		(5,387,000	)

Other income:
Interest and dividend income		86,000			36,000			317,000			77,000
Total other income		86,000			36,000			317,000			77,000

Loss before income taxes		(1,914,000	)		(1,615,000	)		(4,522,000	)		(5,310,000	)

Provision (benefit) for income taxes		(4,000	)		(35,000	)		(35,000	)		(38,000	)

Net loss	$	(1,918,000	)	$	(1,650,000	)	$	(4,557,000	)	$	(5,348,000	)

Basic net loss per common share	$	(0.11	)	$	(0.12	)	$	(0.27	)	$	(0.40	)

Diluted net loss per common share	$	(0.11	)	$	(0.12	)	$	(0.27	)	$	(0.40	)

Weighted average number of common and common equivalent shares:
Basic		16,821,646			13,481,490			16,821,646			13,341,000

Diluted		16,821,646			13,481,490			16,821,646			13,341,000

Net loss	$	(1,918,000	)	$	(1,650,000	)	$	(4,557,000	)	$	(5,348,000	)

Other comprehensive income (loss), net of tax:
Foreign currency translation		2,000			(15,000	)		8,000			(37,000	)

Comprehensive loss	$	(1,916,000	)	$	(1,665,000	)	$	(4,549,000	)	$	(5,385,000	)

The accompanying notes are an integral part of these statements.

2

BIOMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

For the Nine Months Ended February 29, 2024


	Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholder’s
	Shares		Amount		Capital		Loss			Deficit			Equity
Balances at May 31, 2023		16,821,646	$	1,346,000	$	52,705,000	$	(110,000	)	$	(42,217,000	)	$	11,724,000
Foreign currency translation		-		-		-		6,000			-			6,000
Share-based compensation		-		-		170,000		-			-			170,000
Net loss		-		-		-		-			(1,132,000	)		(1,132,000	)
Balances at August 31, 2023		16,821,646		1,346,000		52,875,000		(104,000	)		(43,349,000	)		10,768,000
Foreign currency translation		-		-		-		-			-			-
Share-based compensation		-		-		122,000		-			-			122,000
Net loss		-		-		-		-			(1,507,000	)		(1,507,000	)
Balances at November 30, 2023		16,821,646		1,346,000		52,997,000		(104,000	)		(44,856,000	)		9,383,000
Foreign currency translation		-		-		-		2,000			-			2,000
Share-based compensation		-		-		341,000		-			-			341,000
Net loss		-		-		-		-			(1,918,000	)		(1,918,000	)
Balances at February 29, 2024		16,821,646	$	1,346,000	$	53,338,000	$	(102,000	)	$	(46,774,000	)	$	7,808,000

For the Nine Months Ended February 28, 2023

	Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholder’s
	Shares		Amount		Capital		Loss			Deficit			Equity
Balances at May 31, 2022		12,867,924	$	1,029,000	$	42,447,000	$	(74,000	)	$	(35,077,000	)	$	8,325,000
Exercise of stock options		15,000		1,000		13,000		-			-			14,000
Net proceeds from ATM		523,977		42,000		1,722,000		-			-			1,764,000
Foreign currency translation		-		-		-		(13,000	)		-			(13,000	)
Share-based compensation		-		-		304,000		-			-			304,000
Net loss		-		-		-		-			(2,072,000	)		(2,072,000	)
Balances at August 31, 2022		13,406,901		1,072,000		44,486,000		(87,000	)		(37,149,000	)		8,322,000
Exercise of stock options		31,500		3,000		63,000		-			-			66,000
Net proceeds from ATM		41,012		3,000		170,000		-			-			173,000
Foreign currency translation		-		-		-		(9,000	)		-			(9,000	)
Share-based compensation		-		-		318,000		-			-			318,000
Net loss		-		-		-		-			(1,626,000	)		(1,626,000	)
Balances at November 30, 2022		13,479,413		1,078,000		45,037,000		(96,000	)		(38,775,000	)		7,244,000
Balances		13,479,413		1,078,000		45,037,000		(96,000	)		(38,775,000	)		7,244,000
Net proceeds from ATM		8,900		1,000		24,000		-						25,000
Foreign currency translation		-		-		-		(15,000	)		-			(15,000	)
Share-based compensation		-		-		384,000		-			-			384,000
Net loss		-		-		-		-			(1,650,000	)		(1,650,000	)
Balances at February 28, 2023		13,488,313	$	1,079,000	$	45,445,000	$	(111,000	)	$	(40,425,000	)	$	5,988,000
Balances		13,488,313	$	1,079,000	$	45,445,000	$	(111,000	)	$	(40,425,000	)	$	5,988,000

The accompanying notes are an integral part of these statements.

3

BIOMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Nine Months Ended
	February 29, 2024			February 28, 2023
Cash flows from operating activities:
Net loss	$	(4,557,000	)	$	(5,348,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		59,000			66,000
Recovery for allowance on accounts receivable		(6,000	)		(136,000	)
Inventory reserve		(181,000	)		(38,000	)
Share-based compensation		633,000			1,006,000
Amortization of right-of-use asset		218,000			202,000
Changes in assets and liabilities:
Accounts receivable		(402,000	)		155,000
Inventories		109,000			390,000
Prepaid expenses and other		33,000			2,000
Other assets		(26,000	)		17,000
Accounts payable and accrued expenses		(8,000	)		(585,000	)
Accrued compensation		6,000			(126,000	)
Advance from customers		25,000			87,000
Reduction in lease liabilities		(220,000	)		(203,000	)
Net cash used in operating activities		(4,317,000	)		(4,511,000	)

Cash flows from investing activities:
Purchases of property and equipment		(27,000	)		(64,000	)
Expenditures related to intangibles		(64,000	)		-
Net cash used in investing activities		(91,000	)		(64,000	)

Cash flows from financing activities:
Gross proceeds from sale of common stock		-			2,014,000
Costs from sale of common stock		-			(53,000	)
Proceeds from exercise of stock options		-			79,000
Net cash provided by financing activities		-			2,040,000

Effect of exchange rate changes in cash		8,000			(37,000	)
Net decrease in cash and cash equivalents		(4,400,000	)		(2,572,000	)

Cash and cash equivalents at beginning of year		9,719,000			5,917,000

Cash and cash equivalents at end of period	$	5,319,000		$	3,345,000

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Income taxes	$	34,000		$	38,000

Non-cash investing and financing activities:
Write off of intangible assets, cost	$	-		$	2,000
Write off of intangible assets, accumulated amortization	$	-		$	2,000

The accompanying notes are an integral part of these statements.

4

BIOMERICA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1

BIOMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

November 30,
2017
(unaudited)
May 31,
2017
(audited)

Assets

Current Assets:

Cash and cash equivalents
$
817,810
$
1,225,462
Accounts receivable, less allowance for doubtful accounts of $57,643 and $50,129
as of November 30, 2017 and May 31, 2017, respectively

1,055,042

1,060,011
Inventories, net
1,826,668
1,729,121
Prepaid expenses and other

399,601

195,757
Total Current Assets
4,099,121
4,210,351

Property and Equipment, net of accumulated depreciation and amortization of $1,609,209 and
   $1,550,073 as of November 30, 2017 and May 31, 2017, respectively
325,645
331,857

Deferred Tax Assets
41,000
41,000

Investments
165,324
165,324

Intangible Assets, net
139,471
174,469

Other Assets

60,481

94,989
Total Assets
$
4,831,042

$
5,017,990
Liabilities and Shareholders' Equity

Current Liabilities:

Accounts payable and accrued expenses
$
610,393
$
352,000
Accrued compensation

194,000

176,866

Total Current Liabilities

804,393

528,866
Commitments and Contingencies (Note 5)

Shareholders' Equity:

Preferred stock, no par value authorized 5,000,000 shares, none issued and none outstanding at
November 30, 2017 and May 31, 2017

--

--
  Common stock, $0.08 par value authorized 25,000,000 shares, issued and outstanding 8,529,548
   and 8,511,173 at November 30, 2017 and May 31, 2017, respectively
682,362
680,893
Additional paid-in-capital

19,568,799

19,551,855
Accumulated other comprehensive loss
(21,002)
(15,834)
Accumulated deficit

(16,203,510)

(15,727,790)
Total Shareholders' Equity

4,026,649

4,489,124
Total Liabilities and Shareholders' Equity
$
4,831,042

$
5,017,990
The accompanying notes are an integral part of these statements.

2

BIOMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
November 30,
2017
2016
Cash flows from operating activities:

Net loss
$
(475,720)

$
(258,600)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization

94,133

110,994
Stock option expense
4,624
1,237
Change in provision for allowance for doubtful accounts

7,514

21,921
Inventory reserve
(343)
(9,842)
Increase (decrease) in deferred rent liability

13,000

(3,604)

Changes in assets and liabilities:

Accounts receivable
(2,545)
(193,134)
Inventories

(97,204)

(8,188)
Prepaid expenses and other
(169,336)
(32,768)
Accounts payable and accrued expenses

245,393

41,174
Accrued compensation

17,134

22,919

Net cash used in operating activities

(363,350)

(307,891)


Cash flows from investing activities:

Purchases of property and equipment
(52,923)
(25,682)

Net cash used in investing activities
(52,923)
(25,682)

Cash flows from financing activities:

Proceeds from exercise of stock options
13,789
56,556

Net cash provided by financing activities
13,789
56,556

Effect of exchange rate changes on cash
(5,168)
(760)

Net decrease in cash and cash equivalents
(407,652)
(277,777)

Cash and cash equivalents at beginning of period
1,225,462
1,888,925

Cash and cash equivalents at end of period
$
817,810
$
1,611,148

Supplemental Disclosure of Cash-Flow Information:

Cash paid during the period for:
Interest
$
37

$
180

Income taxes
$
0

$
0
The accompanying notes are an integral part of these statements.

3

~~BIOMERICA, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~Note~~NOTE 1: ~~Basis~~BASIS OF PRESENTATION

Biomerica, Inc. and its subsidiaries (which includes wholly-owned subsidiaries, Biomerica de Mexico and BioEurope GmbH) is a biomedical technology company that develops, patents, manufactures and markets advanced diagnostic and therapeutic products used at the point-of-care (physicians’ offices and over-the-counter through drugstores and online) and in hospital/clinical laboratories for detection and/or treatment of ~~Presentation~~medical conditions and diseases. Our diagnostic test kits are used to analyze blood, urine, nasal or fecal material from patients in the diagnosis of various diseases, food intolerances and other medical complications, or to measure the level of specific hormones, antibodies, antigens or other substances, which may exist in the human body in extremely small concentrations. The Company’s products are designed to enhance the health and well-being of people, while reducing total healthcare costs.

Our primary focus is the research, development, commercialization and eventual regulatory approval, of patented, diagnostic-guided therapy (“DGT”) products based on our inFoods® Technology platform that treat gastrointestinal diseases, such as irritable bowel syndrome (“IBS”), and other inflammatory diseases. These inFoods based products are directed at chronic inflammatory illnesses that are widespread and common, and as such address very large markets. The ~~information set forth~~first product we are launching using this patented inFoods Technology is our inFoods IBS product which uses a simple blood sample to identify patient-specific foods that, when removed from their diet, may alleviate IBS symptoms such as pain, bloating, diarrhea, cramping and constipation. Instead of broad and difficult to manage dietary restrictions, the inFoods IBS product works by identifying a patient’s above normal immunoreactivity to a panel of specific foods that have been shown to often be problematic to IBS sufferers. A food identified as positive (causing an abnormally high immune response in the patient) is simply removed from the diet to help alleviate IBS symptoms.

We have successfully launched our product across numerous gastroenterology (“GI”) physician groups in various states and regions. This includes collaboration with one of the largest GI groups in the US, now offering inFoods to their patients. The feedback from the GI specialty has been positive, and we are actively expanding our network by onboarding additional physician practices. These GI practices are beginning to prescribe inFoods IBS to their patients. At the same time, we recognize the potential to extend our product’s application to other physician segments. We are convinced that forming partnerships in these other segments is the most effective strategy for market penetration. Currently, we are engaging in discussions with several potential partners. This strategy enables our newly formed sales team to focus on building strong relationships within the GI segment, capitalizing on the distinct advantages of the inFoods IBS product. Consequently, we anticipate sustained revenue growth from the inFoods IBS product rollout in the upcoming quarters.

In addition to our focus on the inFoods products, during the quarter, we also recently received FDA clearance for a new diagnostic test called hp+detect™, which is used for the detection of the H. pylori bacteria in a patient’s GI tract. The H. pylori bacteria is estimated to infect 35% of the U.S. population and 45% of the population in Europe’s five largest countries. H. pylori infection is the strongest known risk factor for gastric cancer and gastric cancer is the third most common cause of cancer-related death worldwide. Physicians and medical centers will now be able use hp+detect™ to diagnose H. pylori infection and monitor the safety and efficacy of treatment. This diagnostic test is sold directly to labs where patient samples are tested and diagnosis occurs. During the quarter, we hired a small sales team to market this product. We also began making this test available to the end customer labs.

Our other existing medical diagnostic products are sold worldwide primarily in two markets: 1) clinical laboratories and 2) point-of-care (physicians’ offices and over-the-counter at Walmart, CVS Pharmacy and Amazon). The diagnostic test kits are used to analyze blood, urine, nasal or fecal specimens from patients in the diagnosis of various diseases, food intolerances and other medical complications, by measuring or detecting the existence and/or level of specific bacteria, hormones, antibodies, antigens, or other substances, which may exist in a patient’s body, stools, or blood, often in extremely small concentrations.

In March 2020, we began developing COVID-19 diagnostic tests to indicate if a person has been infected by COVID-19 or is currently infected. We began selling these COVID-19 diagnostic tests during fiscal 2021, and we experienced significant revenues from such sales during fiscal 2021 and 2022 with lesser sales in fiscal 2023. Due to falling demand, there were no sales of our COVID-19 related products in the twelve months ended February 29, 2024. As such, our COVID-19 product sales caused significant swings in our revenues over the past over the last four years

Our products that accounted for all of our revenues during the nine months ended February 29, 2024, are primarily focused on gastrointestinal diseases, colorectal diseases, food intolerances, and certain esoteric tests. These diagnostic test products utilize immunoassay technology. Most of our products are CE marked and/or sold for diagnostic use where they are registered by each country’s regulatory agency. In addition, some products are cleared for sale in the United States by the FDA.

The unaudited condensed consolidated financial statements isherein have been prepared by management pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The accompanying unaudited condensed consolidated financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited consolidated financial statements for the latest fiscal year ended May 31, 2023. Accordingly, certain information and ~~reflects all adjustments which,~~note disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, ~~are necessary to present a fair statement of the consolidated results of operations of Biomerica, Inc. and subsidiaries (the “Company”), for the periods indicated. It does not include~~ all ~~information and footnotes~~adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine months ended February 29, 2024 are not necessarily indicative of ~~financial position,~~the results ~~of operations, and cash flows in conformity with accounting principles generally accepted in~~that may be expected for the ~~United States of America. All adjustments that were made are of a normal recurring nature.~~

~~The unaudited Condensed Consolidated Financial Statements and Notes are presented as permitted by~~fiscal year ending May 31, 2024. For further information, refer to the ~~requirements for Form 10-Q and do not contain certain information included in our annual~~audited consolidated financial statements and ~~notes. The condensed consolidated balance sheet data as of~~notes thereto for the fiscal year ended May 31, ~~2017 was derived from audited financial statements. The accompanying interim condensed consolidated financial statements should be read in conjunction with the financial statements and related notes~~2023 included in ~~our~~the Company’s Annual Report on Form 10-K filed with the ~~Securities and Exchange Commission (SEC)~~SEC on August ~~29, 2017 for~~25, 2023. Management has evaluated all subsequent events and transactions through the ~~fiscal year ended May 31, 2017. The results~~date of ~~operations for our interim periods are not necessarily indicative of results to be achieved for our full fiscal year.~~filing this report.

5

~~Note~~NOTE 2: ~~Significant Accounting Policies~~SIGNIFICANT ACCOUNTING POLICIES

~~Principles of Consolidation~~PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements include the accounts of Biomerica, Inc. as well as ~~the Company’s~~its German subsidiary (BioEurope GmbH)and Mexican subsidiary (Biomerica de Mexico). All significant intercompany accounts and transactions have been eliminated in consolidation.

~~Accounting Estimates~~ACCOUNTING ESTIMATES

The preparation of the condensed consolidated financial statements in conformity with ~~accounting principles generally accepted in the United States of America (“GAAP”)~~GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reported period. Estimates that are made include the allowance for doubtful accounts, which is estimated based on current as well as historical practices with a customer; stock option forfeiture rates, which are calculated based on historical data; inventory obsolescence, which is based on projected and historical usage of materials; and lease liability and right-of-use assets, which are calculated based on certain assumptions such as borrowing rate, the likelihood of lease extensions to occur, asset valuation, among other things; and other items that may be necessary to estimate using current, historical and judgment based information. Actual results could materially differ from those estimates.

~~Concentration~~MARKETS AND METHODS OF DISTRIBUTION

The Company employs a diverse range of ~~Credit Risk~~

distribution methods to deliver our products to our customers. We currently serve approximately 80 customers in our diagnostic business. Among these, roughly 40 are foreign distributors, 10 are domestic distributors, and the remainder primarily consists of domestic hospital and clinical laboratories, medical research institutions, medical schools, pharmaceutical companies, chain drugstores, wholesalers, physicians’ offices, and e-commerce customers.

The Company derives the majority of its revenues from the sale of domestically manufactured products in the U.S. and Mexico, with some raw materials sourced from Asia and other global regions. Primarily, the Company’s revenue stream is bolstered by international sales of its products. However, the Company’s operations have been adversely affected by various global and economic disruptions stemming from the COVID-19 pandemic, ongoing conflicts such as the war in Ukraine and Israel, and geopolitical tensions between China and the United States.

These challenges have resulted in disruptions across multiple facets of the Company’s operations, including supply chain disruptions, cost inflation, potential loss of contracts and customers, travel restrictions, shipping and logistical challenges, diverse government responses, and inherent international business risks in the Company’s operational regions. Additionally, there is a risk of human capital depletion among the Company, its partners, and customers, as well as potential interruptions to production and customer credit risks. Furthermore, the Company remains vulnerable to general economic downturns.

In light of these prevailing global challenges, the Company remains steadfast in its strategic direction. Our focus continues to be driving inFoods IBS product growth within the U.S. and launching our new H. pylori test which recently received FDA clearance to further strengthen our domestic portfolio. Both products are domestically manufactured and marketed, enhancing the Company’s resilience amidst global uncertainties. Looking ahead, we remain committed to expanding both products in certain international markets in the future.

LIQUIDITY

The Company has incurred net losses and negative cash flows from operations and has an accumulated deficit of approximately $46,774,000 as of February 29, 2024. Management expects to continue to incur significant costs as it advances its clinical trials, product development, and commercial product launch activities. As of February 29, 2024, the Company had cash and cash equivalents of approximately $5,319,000 and working capital of approximately $6,855,000.

On July 20, 2020, the Company filed with the Securities and Exchange Commission (“SEC”) a Form S-3 shelf registration statement and base prospectus which was declared effective by the SEC on September 30, 2020. This shelf registration statement registered the sale of up to $90,000,000 of the Company’s equity securities during the three years ended September 30, 2023.

Under the Company’s outstanding Registration Statement, on March 7, 2023, the Company sold 3,333,333 shares of common stock in a firm commitment public offering at a gross sales price of $2.40 per share, with net total proceeds, after deducting issuance fees and expenses of $700,000, of approximately $7,300,000. Since the closing of the March 7, 2023 offering, a previously ATM facility has been withdrawn and is not active.

6

To replace the shelf registration statement that was set to expire on September 30, 2023, on September 27, 2023, the Company filed with the SEC a new Form S-3 shelf registration statement and base prospectus which was declared effective by the SEC on September 29, 2023. This new shelf registration statement registers the sale of up to $20,000,000 of the Company’s equity securities during the three years ending September 29, 2026.

The Company intends to use the net proceeds from past offerings and any future offerings for general corporate purposes, including, without limitation, sales and marketing activities, clinical studies, product development, making acquisitions of assets, businesses, companies or securities, capital expenditures, and for working capital needs.

Management has analyzed the cash requirements of the Company’s business through at least May 2025. As a result of cash and cash equivalents on hand on February 29, 2024, largely from the public offering, and the ability to raise additional funds if needed through the sale of shares of the Company’s common stock, management believes the Company has sufficient funds to operate through at least May 2025.

CONCENTRATION OF CREDIT RISK

The Company maintains cash balances at certain financial institutions in excess of amounts insured by federal agencies. From time to time, the Company has uninsured balances. The Company does not believe it is exposed to any significant credit risks.

~~The~~Net consolidated sales were approximately $1,017,000 and $1,111,000 for the three months ended February 29, 2024 and February 28, 2023, respectively, and approximately $4,299,000 and $4,231,000 for the nine months ended February 29, 2024 and February 28, 2023, respectively.

For the three months ended February 29, 2024, the Company ~~provides credit~~had three key customers who are located in ~~the normal course of business to customers throughout~~ the United States and ~~foreign markets. At November 30, 2017~~Aisa which accounted for 44% of net consolidated sales. For the three months ended February 28, 2023, the Company had one key customer who is located in Asia which accounted for 22% of net consolidated sales. For the nine months ended February 29, 2024, the Company had one key customer who is located in Asia which accounted for 40% of net consolidated sales. For the nine months ended February 28, 2023, the Company had one key customer who is located in Asia which accounted for 38% of net consolidated sales.

Total gross receivables on February 29, 2024 and May 31, ~~2017,~~2023 were approximately $1,153,000 and $751,000, respectively. As of February 2024, the Company had three key customers, who are located in the United States and Asia which accounted for a total of 44% of gross accounts receivable. As of May 31, 2023, the Company had one key customer, who is located in Asia which accounted for a total of 36% of gross accounts receivable.

For the three months ended February 29, 2024, the Company had one key vendor which accounted for 50% of the purchases of raw materials. For the three months ended February 28, 2023, the Company had two ~~customers~~key vendors which accounted for ~~62.1% and two customers~~31% of the purchase of raw materials. For the nine months ended February 29, 2024, the Company had one vendors which accounted for ~~54.2%, respectively,~~18% of the purchases of raw materials. For the nine months ended February 28, 2023, there was no individual vendor that comprised more than 10% of the Company’s purchases.

As of February 29, 2024, the Company had two key vendors which accounted for 52% of gross accounts ~~receivable. The~~payable. As of May 31, 2023, the Company had one ~~customer~~key vendor which accounted for ~~approximately 44.6% and 41.8%,~~23% of ~~consolidated sales for the six months ended November 30, 2017 and November 30, 2016, respectively.~~gross accounts payable.

~~Cash and Cash Equivalents~~CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of demand deposits and money market accounts with original maturities of less than three months.

4ACCOUNTS RECEIVABLE

~~Accounts Receivable~~

The Company extends unsecured credit to its customers on a regular basis. International accounts are usually required to prepay until they establish a history with the Company and at that time, they are extended credit at levels based on a number of criteria. ~~Credit~~Based on various criteria, initial credit levels for individual distributors are approved by designated ~~upper level management. Domestic customers are extended initial credit limits until they establish a history with~~officers and managers of the ~~Company or submit credit information.~~Company. All increases in credit limits are also approved by designated ~~upper level~~upper-level management. ~~Management evaluates~~

The Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (codified as Accounting Standards Codification (“ASC”) 326) on June 1, 2023. ASC 326 adds to U.S. GAAP the current expected credit loss (“CECL”) model, a measurement model based on expected losses rather than incurred losses. Prior to the adoption of ASC 326, the Company evaluated receivables on a quarterly basis and ~~adjusts~~adjusted the allowance for doubtful accounts accordingly. Balances over ninety days old ~~are~~were usually reserved for unless collection iswas reasonably assured. Under the application of ASC 326, the Company’s historical credit loss experience provides the basis for the estimation of expected credit losses, as well as current economic and business conditions, and anticipated future economic events that may impact collectability. In developing its expected credit loss estimate, the Company evaluated the appropriate grouping of financial assets based upon its evaluation of risk characteristics, including consideration of the types of products and services sold. Account balances are written off against the allowance for expected credit losses after all means of collection have been exhausted and the potential for recovery is considered remote.

7

Occasionally, certain long-standing customers who routinely place large orders will have unusually large ~~accounts receivables~~receivable balances relative to the total gross ~~accounts~~ receivables. Management monitors the payments for these large balances closely and very often requires payment of existing invoices before shipping new sales orders.

~~Inventories~~As of February 29, 2024 and May 31, 2023, the Company has established a reserve of approximately $23,000 and $29,000, respectively, for credit losses.

PREPAID EXPENSES AND OTHER

The Company occasionally prepays for items such as inventory, insurance, and other items. These items are reported as prepaid expenses and other, until either the inventory is physically received, or the insurance and other items are expensed.

As of February 29, 2024 and May 31, 2023, the prepaids were approximately $268,000 and $300,000, respectively, composed of prepayments to insurance and various other suppliers.

INVENTORIES, NET

The Company values inventory at the lower of cost (determined using a combination of specific lot identification and the first-in, first-out methods) or ~~market.~~net realizable value. Management periodically reviews inventory for excess quantities and obsolescence. Management evaluates quantities on hand, physical condition, and technical functionality as these characteristics may be impacted by anticipated customer demand for current products and new product introductions. The reserve is adjusted based on such evaluation, with a corresponding provision included in cost of sales. Abnormal amounts of idle facility expenses, freight, handling costs and wasted material are recognized as current period charges and the allocation of fixed production overhead is based on the normal capacity of the ~~Company’s~~ production facilities.

~~The approximate balances of~~Net inventories are comprised of approximately the ~~following at:~~following:

SCHEDULE OF NET INVENTORIES

	February 29, 2024			May 31, 2023
Raw materials	$	1,490,000		$	1,677,000
Work in progress		892,000			869,000
Finished products		238,000			182,000
Total gross inventory		2,620,000			2,728,000
Inventory reserves		(491,000	)		(672,000	)
Net inventory	$	2,129,000		$	2,056,000

November 30,
2017
May 31,
2017
Raw materials
$
976,000

$
830,000
Work in progress
731,000
728,000
Finished products

120,000

171,000
Total
$
1,827,000
$
1,729,000

Reserves for inventory obsolescence are ~~increased~~recorded as necessary to reduce obsolete inventory to estimated net realizable value or to specifically reserve for obsolete ~~inventory that the Company intends to dispose of.~~inventory. As of ~~November 30, 2017~~February 29, 2024, and May 31, ~~2017~~2023, inventory reserves were approximately ~~$35,000.~~$491,000 and $672,000, respectively.

~~Property and Equipment~~PROPERTY AND EQUIPMENT, NET

Property and equipment are stated at cost. Expenditures for additions and major improvements are capitalized. Repairs and maintenance costs are charged to operations as incurred. When property and equipment are sold, retired, or otherwise disposed of, the related cost and accumulated depreciation or amortization isare removed from the accounts, and gains or losses from sales, retirements and dispositions are credited or charged to income.

Depreciation and amortization are provided over the estimated useful lives of the related assets, ranging from 5 to 10 years, using the straight-line method. Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the term of the lease. Depreciation and amortization expense on property and equipment were approximately $16,000and ~~leasehold improvements amounted to $27,913 and $37,501~~$15,000 for the three months ended ~~November 30, 2017~~February 29, 2024 and ~~2016,~~February 28, 2023, respectively, and ~~$59,135~~approximately $46,000 and ~~$74,472~~$51,000 for the ~~six~~nine months ended ~~November 30, 2017~~February 29, 2024 and ~~2016,~~February 28, 2023, respectively.

8

~~Intangible Assets~~

INTANGIBLE ASSETS, NET

Intangible assets include trademarks, product rights, ~~licenses,~~ technology rights and patents, and are accounted for based on ~~Accounting Standards Codification (“ASC”)~~ASC 350 Intangibles – Goodwill and Other ~~(ASC 350)~~(“ASC 350”). In that regard, intangible assets that have indefinite useful lives are not amortized but are tested ~~at least~~ annually for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Intangible assets are being amortized using the straight-line method over the useful life, not to exceed 18 years for marketing and distribution rights, 10 years for purchased technology use rights, ~~licenses,~~ and ~~17 years for patents.~~ patents are based on their individual useful lives which average around 15 years. Amortization ~~amounted to $17,387 and $20,515~~expense was approximately $4,000 for the three months ended ~~November 30, 2017~~February 29, 2024, and ~~2016, respectively, and $34,998 and $36,522~~$3,000 for the ~~six~~corresponding period ended February 28, 2023. For the nine months ended ~~November 30, 2017~~February 29, 2024, and ~~2016,~~February 28, 2023, the expenses were approximately $13,000 and $15,000, respectively. Amortizing intangible assets are tested for impairment if management determines that events or changes in circumstances indicate that the asset might be impaired.

The Company assesses the recoverability of these intangible assets by determining whether the amortization of the asset’s balance over its remaining life can be recovered through projected undiscounted future cash flows. The Company uses a qualitative assessment to determine whether there was any impairment. During the nine months ended February 29, 2024, management did not identify any indicators of impairment. During the nine months ended February 28, 2023, an impairment adjustment was made of $6,000.

~~Share-Based Compensation~~

INVESTMENTS

The Company has made investments in a privately held Polish distributor, which is primarily engaged in distributing medical products and devices, including the distribution of the products sold by the Company. The Company invested approximately $165,000 into the Polish distributor and owns approximately 6% of the investee.

Equity holdings in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence (“Cost Method Holdings”) are accounted for at the Company’s initial cost, minus any impairment (if any), plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar holding or security of the same issuer. Dividends received are recorded as other income.

The Company assesses its equity holdings for impairment whenever events or changes in circumstances indicate that the carrying value of an equity holding may not be recoverable. Management reviewed the underlying net assets of the Company’s equity method holding as of February 29, 2024 and determined that the Company’s proportionate economic interest in the entity indicates that the equity holding was not impaired. There were no observable price changes in orderly transactions for identical or a similar holding or security of the Company’s Cost Method Holdings during the period ended February 29, 2024.

SHARE-BASED COMPENSATION

The Company follows the guidance of ~~the accounting provisions of~~ ASC 718, Share-based Compensation ~~(ASC 718)~~(“ASC 718”), which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (options). The fair value of each option award is estimated on the date of grant using the Black-Scholes ~~valuation~~option-pricing model that uses assumptions for expected volatility, expected dividends, expected forfeiture rate, expected term, and the risk-free interest rate.

5

The Company has not paid dividends historically and does not expect to pay them in the foreseeable future. Expected volatilities are based on weighted averages of the historical volatility of the Company’s common stock ~~and other factors~~ estimated over the expected term of the options. The expected forfeiture rate is based on historical forfeitures experienced. The expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term as historically the Company had limited exercise activity surrounding its options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The grant date fair value of the award is recognized under the straight-line attribution method.

The Company expensed approximately $633,000 in share-based compensation during the nine months ended February 29, 2024, and $1,006,000 for the same period ended February 28, 2023.

9

The following summary presents the options granted, exercised, expired, ~~cancelled~~canceled and outstanding ~~as of November 30, 2017:~~

Exercise
Price
Weighted
Average
Option
Shares
Outstanding May 31, 2017
897,000

$
0.98
Exercised
(18,375)
0.75
Cancelled or expired
(4,625)

0.92
Granted
52,000

2.41
Outstanding November 30, 2017
926,000

$
1.07

~~During~~for the ~~six~~nine months ended ~~November 30, 2017, options to purchase 18,375 shares~~February 29, 2024:

SUMMARY OF OPTIONS ACTIVITY

	Option Shares			Weighted Average Exercise Price
Options Outstanding at May 31, 2023		2,342,616		$	3.52
Granted		1,328,500			1.13
Cancelled or expired		(164,500	)		4.97
Options Outstanding at February 29, 2024		3,506,616		$	2.54

REVENUE RECOGNITION

The Company has various contracts with customers. All of ~~common stock were exercised at~~ the ~~exercise prices of $0.71 and $1.04 per share. Proceeds to the Company were $13,789.~~

~~Revenue Recognition~~

~~Revenues~~contracts specify that revenues from product sales are recognized at the time the product is shipped, customarily FOB shipping point, which is when the transfer of control of goods has occurred, and at which point title passes. An

The Company does not typically allow for returns from customers except in the event of defective merchandise and therefore does not establish an allowance ~~is established when necessary~~ for ~~estimated returns~~returns. In addition, the Company has contracts with customers wherein customers receive purchase discounts for achieving specified sales volumes. The Company evaluated the status of these contracts during the nine months ended February 29, 2024 and 2023, and does not believe that any additional discounts will be given through the end of the contract periods.

Services for contract work performed by the Company for others are invoiced and recognized as ~~revenue is recognized.~~ that work has been performed and as the project progresses. The Company sells clinical lab products to domestic and international distributors, including hospitals and clinical laboratories, medical research institutions, medical schools and pharmaceutical companies. OTC products are sold directly to drug stores and e-commerce customers as well as to distributors. Physician’s office products are sold to physicians and distributors, all of whom are categorized below according to the type of products sold to them. We also manufacture certain components on a contract basis for domestic and international manufacturers.

As of ~~November 30, 2017 and May 31, 2017, the allowance for returns was $0. In conjunction with sales to certain customers,~~February 29, 2024, the Company ~~provides free~~had approximately $85,000 of advances from domestic customers, which are prepayments on orders for future shipments.

Disaggregation of revenue:

The following is a breakdown of revenues according to markets to which the products ~~upon attaining certain levels of purchases by the customer.~~ are sold:

SCHEDULE OF DISAGGREGATION REVENUE

	February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
	Three Months Ended				Nine Months Ended
	February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
Clinical lab	$	404,000	$	532,000	$	2,683,000	$	2,580,000
Over-the-counter		329,000		292,000		1,078,000		971,000
Contract manufacturing		281,000		284,000		530,000		431,000
Physician’s office		3,000		3,000		8,000		249,000
Total	$	1,017,000	$	1,111,000	$	4,299,000	$	4,231,000
Revenues	$	1,017,000	$	1,111,000	$	4,299,000	$	4,231,000

See Note 4 for additional information regarding geographic revenue concentrations.

SHIPPING AND HANDLING FEES

The Company ~~accounts for these free products in accordance with ASC 605-50 Revenue Recognition – Customer Payments and Incentives and recognizes the cost of the product as part of cost of sales.~~

~~Investments~~

From time-to-time, the Company makes investments in privately-held companies. The Company determines whether the fair values of any investments in privately-held entities have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considers any such decline to be other than temporary (based on various factors, including historical financial results, and the overall health of the investee’s industry), a write-down to estimated fair value is recorded. The Company currently has not written down the investment and no events have occurred which could indicate the carrying value to be less than the fair value. Investments represent the Company’s investment in a Polish distributor which is primarily engaged in distributing medical devices. The Company owns approximately 6% of the investee, and accordingly, applies the cost method to account for the investment. Under the cost method, investments are recorded at cost, with gains and losses recognized as of the sale date, and income recorded when received.

6

~~Shipping and Handling Fees and Costs~~

~~Shipping~~includes shipping and handling fees billed to customers ~~are classified as~~in net ~~sales and shipping and handling costs are classified as cost of~~ sales. ~~The Company included shipping and handling costs associated with inbound freight and unreimbursed shipping to customers in cost of sales.~~

~~Research and Development~~RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred.

~~Income Taxes~~

The Company ~~has provided~~expensed approximately $343,000 and $392,000 of research and development costs during the three months ended February 29, 2024 and February 28, 2023, respectively. Similarly, it expensed approximately $1,226,000 and $1,215,000 of research and development costs during the nine months ended February 29, 2024 and February 28, 2023, respectively.

10

INCOME TAXES

For the three months ended February 29, 2024, the Company had an income tax expense of approximately $4,000. For the nine months ended February 29, 2024, the Company had an income tax expense of approximately $35,000. These expenses consisted of state minimum taxes and miscellaneous foreign taxes. During the three and nine months ended February 29, 2024, the Company had a ~~valuation allowance on~~net operating loss (“NOL”) that generated deferred tax assets ~~of approximately $1,602,000~~for NOL carryforwards. Deferred income tax assets and ~~$1,435,000~~liabilities are recognized for temporary differences between the financial statements and income tax carrying values using tax rates in effect for the years such differences are expected to reverse. Due to uncertainties surrounding our ability to generate future taxable income and consequently realize such deferred income tax assets, the Company has determined that it is more likely than not that these deferred tax assets will not be realized. Accordingly, the Company has established a full valuation allowance against its deferred tax assets as of ~~November 30, 2017~~February 29, 2024.

The Company’s policy is to recognize any interest and ~~May 31, 2017, respectively~~.penalties related to unrecognized tax benefits as a component of income tax expense. For the nine months ended February 29, 2024, the Company had no accrued interest or penalties related to uncertain tax positions.

~~Foreign Currency Translation~~ADVERTISING COSTS

The ~~subsidiaries~~Company reports the cost of advertising as expense in the period in which those costs are incurred. For the three months ended February 29, 2024, and February 28, 2023, advertising costs were approximately $25,000 and $51,000, respectively. During the nine months ended February 29, 2024, and February 28, 2023, the costs were approximately $80,000 and $87,000, respectively.

FOREIGN CURRENCY TRANSLATION

The subsidiary located in Mexico operates primarily using the Mexican peso. The subsidiary located in Germany ~~and Mexico are accounted for~~operates primarily using ~~local functional currency.~~the U.S. dollar, with an immaterial amount of transactions occurring using the Euro. Accordingly, assets and liabilities of these subsidiaries are translated using exchange rates in effect at the end of the period, and revenues and costs are translated using average exchange rates for the period. The ~~subsidiaries in Germany~~resulting translation adjustments to assets and ~~Mexico each have one bank account which according to exchange in effect at the end of each period need to be adjusted for that fluctuation. The resulting adjustments~~liabilities are presented as a separate component of accumulated other comprehensive loss. There are no foreign currency transactions that are included in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended February 29, 2024 and February 28, 2023.

~~Deferred Rent~~RIGHT-OF-USE ASSETS AND LEASE LIABILITY

~~Incentive~~Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments ~~received~~arising from ~~landlords~~the lease. Right-of-use assets and lease liabilities are ~~recorded as deferred~~recognized at the lease ~~incentives and are amortized~~commencement date based on the estimated present value of fixed lease payments over the ~~underlying~~lease term. Leases are classified as financing or operating which will drive the expense recognition pattern. The Company has elected to exclude short-term leases. The Company leases office space and copy machines, all of which are operating leases. Most leases include the option to renew and the exercise of the renewal options is at the Company’s sole discretion. Options to extend or terminate a lease are considered in the lease term ~~on a straight-line basis as a reduction~~to the extent that the option is reasonably certain of ~~rent expense. When~~exercise. The leases do not include the ~~terms~~options to purchase the leased property. The depreciable life of ~~an operating~~assets and leasehold improvements are limited by the expected lease provide for periods of free rent, rent concessions, and/or rent escalations, the Company establishes a deferred rent liability for the difference between the scheduled rent payment and the straight-line rent expense recognized. This deferred rent liability is amortized over the underlying lease term on a straight-line basis as a reduction of rent expense.term.

~~Net Loss Per Share~~NET LOSS PER SHARE

Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants and other convertible securities using the treasury stock method. The total amount of anti-dilutive stock options not included in the loss per share calculation was 3,506,616for ~~the three~~February 29, 2024, and ~~six months ended November 30, 2017 was 604,118 and 551,208,~~2,336,116 for February 28, 2023, respectively. ~~The total amount of anti-dilutive options not included in the loss per share calculation for the three and six months ended November 30, 2016 was 710,242 and 716,995, respectively.~~

~~The following table illustrates the required disclosure of the reconciliation of the numerators and denominators of the basic and diluted earnings per share computations.~~

RECENT ACCOUNTING PRONOUNCEMENTS

Six Months Ended

Three Months Ended

November 30,
November 30,

2017
2016
2017
2016
Numerator:

Loss from continuing operations
$
(475,720)
$
(258,600)
$
(268,661)
$
(202,887)
Denominator for basic loss

8,515,499

8,208,672

8,519,784

8,189,066
Per common share
Effect of dilutive securities:

Options

--

--

--

--
Denominator for diluted loss
8,515,499
8,208,672
8,519,784
8,189,066
per common share
Basic net loss per common share
$
(0.06)

$
(0.03)

$
(0.03)

$
(0.02)
Diluted net loss per common share
$
(0.06)

$
(0.03)

$
(0.03)

$
(0.02)

7

~~New Accounting Pronouncements~~

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), which addresses “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Management adopted the provisions of this statement and is taking them into account in the preparation of the accompanying financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting, ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. ASU 2014-09 is effective for the first interim period within annual reporting periods beginning December 15, 2016, and early adoption is not permitted. During August 2015, the FASB voted to defer the effective date of the above mentioned revenue recognition guidance by one year to December 15, 2017 for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. Management is evaluating the provisions of this statement and has not determined what impact the adoption of ASU 2014-09 will have on the Company’s financial position or results of operations.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (“ASU-2015-11”). ASU 2015-11 applies to inventory that is measured using first-in, first-out (“FIFO”) or average cost. An entity should measure inventory within the scope of ASU 2015-11 at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments in ASU 2015-11 more closely align the measurement of inventory in accounting principles generally accepted of the United States of America with the measurement of inventory in International Financial Reporting Standards (“IFRS”). ASU 2015-11 is effective for fiscal years beginning after December 31, 2016. Management has implemented the provisions of this statement and does not believe the adoption of ASU 2015-11 had a significant impact on the Company’s financial position or results of operations.

On January 5, 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU-2016-01”). The release affects public and private companies that hold financial assets or owe financial liabilities. ASU-2016-01 will take effect for public companies for fiscal years beginning after December 15, 2017. Management is evaluating the provisions of this statement and has not determined what impact the adoption of ASU- 2016-01 will have on the Company’s financial position or results of operations.

On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU-2016-02”). ASU-2016-02 defines whether a contract is a lease. If it is a lease, the Company is required to recognize the lease assets and liabilities. ASU-2016-02 is effective for public companies for the annual periods beginning after December 15, 2018. Management is evaluating the provisions of this statement and has not determined what impact the adoption of ASU-2016-02 will have on the Company’s financial position or results of operations.

On March 30, 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The update includes provisions intended to simplify various aspects of accounting for share-based compensation. ASU-2016-09 took effect for public companies for the annual periods beginning after December 15, 2016. Management does not believe the adoption of ASU-2016-09 has had a significant impact on the Company’s financial position or results of operations.

8

On August 26, 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This Update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU-2016-15 will take effect for public companies for the fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Management is evaluating the provisions of this statement and has not determined what impact the adoption of ASU-2016-15 will have on the Company’s financial position or results of operations.

~~On November 27, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash.~~This update addresses the fact that diversity exists in the classification and presentation of changes in restricted cash on the statement of cash flows under Topic 230, Statement of Cash Flows. ASU-2016-18 will take effect for public companies for the fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Management is evaluating the provisions of this statement and has not determined what impact the adoption of ASU-2016-18 will have on the Company’s financial position or results of operations.

~~In January 2017 the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), Simplifying the test for Goodwill Impairment.~~This update addresses how an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. ASU 2017-04 will take effect for public companies for the fiscal years beginning after December 15, 2019. Management is evaluating the provisions of this statement and has not determined what impact the adoption of ASU-2017-04 will have on the Company’s financial position or results of operations.

~~Other recent ASU's~~Recent ASU’s issued by the FASB and guidance issued by the ~~Securities and Exchange Commission~~SEC did not, or are not believed by the management to, have a material effect on the Company’s present or future consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13. This ASU requires the measurement of all expected credit losses for financial assets, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance was initially effective for the Company for annual reporting periods beginning after December 15, 2019, and interim periods within those fiscal years. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which, among other things, defers the effective date of ASU 2016-13 for public filers that are considered smaller reporting companies as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those years. Early adoption is permitted. The Company adopted ASU 2016-03 on June 1, 2023, and the adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements.

~~Note~~

11

NOTE 3: ~~Accounts Payable~~SHAREHOLDERS’ EQUITY

During the six months ended November 30, 2022, the Company sold 564,989 shares of its common stock at prices ranging from $3.15 to 4.26 under its Form S-3 Registration Statement and ~~Accrued Expenses~~

~~The~~ATM Offering which resulted in gross proceeds of approximately $1,988,000 and net proceeds to the Company of approximately $1,937,000 after deducting commissions for each sale and legal, accounting, and other fees related to the ATM Offering. In March 2023, we terminated the ATM offering agreement and sold 3,333,333 shares of our common stock in a firm commitment public offering under the Company’s ~~accounts payable~~shelf registration statement. Shares sold in the underwritten public offering were sold at a gross sales price of $2.40 per share, resulting in net proceeds from the offering, after deducting issuance fees and ~~accrued expense balances consist~~expenses, of approximately $7,300,000. On February 29, 2024, the Company did not have an open ATM offering in place. No shares of common stock or other equity securities of the ~~following at:~~


November 30,
2017
May 31,
2017
Accounts payable
$
585,704

$
336,430
Deferred rent

24,689

15,570
Total
$
610,393

$
352,000
Company were sold under the shelf registration statement during the nine months ended February 29, 2024.

NOTE 4: GEOGRAPHIC INFORMATION

~~Note 4:~~

The Company operates as one segment. Geographic ~~Information~~

~~Financial~~ information ~~about foreign and domestic operations and export~~regarding net sales is approximately as follows:

SCHEDULE OF GEOGRAPHIC INFORMATION

	February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
	Three Months Ended				Nine Months Ended
	February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
Revenues from sales to unaffiliated customers:
Asia	$	210,000	$	345,000	$	1,843,000	$	1,822,000
Europe		331,000		301,000		1,085,000		1,268,000
North America		393,000		461,000		1,069,000		1,130,000
Middle East		78,000		-		291,000		-
South America		5,000		4,000		11,000		11,000
Total	$	1,017,000	$	1,111,000	$	4,299,000	$	4,231,000
Revenues	$	1,017,000	$	1,111,000	$	4,299,000	$	4,231,000

Six Months Ended
November 30,
Three Months Ended
November 30,
2017
2016
2017
2016
Revenues from sales to unaffiliated customers:

United States
$
325,000
$
398,000
$
138,000
$
172,000
Asia

1,494,000

1,292,000

873,000

716,000
Europe
1,069,000
1,018,000
538,000
464,000
South America

103,000

30,000

28,000

14,000
Middle East
61,000
91,000
35,000
53,000
Other

6,000

13,000

2,000

13,000
$
3,058,000
$
2,842,000
$
1,614,000
$
1,432,000

~~No other geographic concentrations exist where net sales exceed 10% of total net sales.~~ As of ~~November 30, 2017~~February 29, 2024, and May 31, ~~2017,~~2023, approximately ~~$459,000~~$575,000 and ~~$467,000~~$626,000 of Biomerica’s gross inventory was located in Mexicali, Mexico, respectively.

As of February 29, 2024, and May 31, 2023, approximately ~~$24,000~~$15,000 and ~~$15,000,~~$17,000 of ~~Biomerica’s~~the Company’s property and equipment, net of accumulated depreciation and amortization, was located in Mexicali, Mexico, respectively.

9

NOTE 5: LEASES

~~Note 5: Commitments and Contingencies~~

~~On June 18, 2009,~~The Company operates through leased facilities. As of February 29, 2024, our corporate headquarters, situated at 17571 Von Karman Avenue in Irvine, California, encompasses approximately 22,000 square feet of floor space, under lease since 2009. The initial lease term for our headquarters expired on August 31, 2016, with the Company ~~entered into~~exercising its option to extend for an agreement to lease a building in Irvine, California. The lease commenced September 1, 2009 and ended August 31, 2016. The initial base rent was set at $18,490 per month with scheduled annual increasesadditional sixty-month period through ~~the end of the lease term. The rent was $22,080. In November 2015, the Company signed~~ the First Amendment to Lease ~~to extend~~on November 30, 2015. Subsequently, on April 9, 2021, the Company opted for a second extension, securing an additional five-year term, and was further granted a similar option for future extension. A security deposit of approximately $22,000 was made in conjunction with the lease ~~until August 31, 2021. The initial base rent for the lease amendment which started September 1, 2016 is $21,000 per month.~~extension.

In November 2016, ~~the Company’s~~our Mexican subsidiary, Biomerica de Mexico, entered ~~into~~ a ~~ten year~~10-year lease for approximately 8,100 square feet of manufacturing space, with a single 10-year renewal option at lease end. Additionally, Biomerica de Mexico leases a ~~monthly~~smaller unit on a month-to-month basis for specific manufacturing processes. In addition, our German subsidiary, BioEurope GmbH, maintains a small office in Lindau, Germany, under a month-to-month lease agreement, serving as its headquarters.

For purposes of determining straight-line rent ~~of $2,926. The yearly rate~~expense, the lease term is ~~subject to an annual adjustment for inflation according to~~calculated from the ~~United States Bureau of Labor Statistics Consumer Price Index For All Urban Consumers. In accordance with~~date the ~~terms~~Company first takes possession of the ~~lease agreement, in November 2017 the~~facility, including any periods of free rent ~~was increased to $3,017 per month. Biomerica, Inc., is not a guarantor of such lease.~~

In September 2017, the Company signed a Clinical Samples Agreement with the University of Southern California for the purpose of providing clinical samples for use by the Company in conducting future clinical trials for one of the products whichand any renewal options periods that the Company is ~~developing.~~reasonably certain of exercising. The ~~work started~~Company’s office and equipment leases generally have contractually specified minimum rent and annual rent increases are included in ~~October 2017 with charges~~the measurement of the right-of-use asset and related lease liabilities. Additionally, under these lease arrangements, the Company may be required to pay directly, or reimburse the lessors, for ~~work performed being invoiced~~some maintenance and ~~paid monthly.~~operating costs. Such amounts are generally variable and therefore not included in the measurement of the right-of-use asset and related lease liabilities but are instead recognized as variable lease expense in the consolidated statements of operations and comprehensive loss when they are incurred.

12

~~On October 12, 2017,~~

The following table presents information on our operating leases for the three months and nine months ended February 29, 2024 and February 28, 2023:

SCHEDULE OF OPERATING LEASES

	February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
	Three Months Ended				Nine Months Ended
	February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
Operating lease cost	$	88,000	$	88,000	$	265,000		265,000
Variable lease cost		3,000		-		8,000		-
Short-term lease cost		8,000		1,500		10,000		3,000
Total lease cost	$	99,000	$	89,500	$	283,000	$	268,000

The approximate maturity of lease liabilities as of February 29, 2024 are as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Year Ending February 29:
	Operating Leases
2024	$	365,000
2025		373,000
2026		195,000
Total minimum future lease payments		933,000
Less: imputed interest		71,000
Total operating lease liabilities	$	862,000

The following table summarizes the Company’s ~~wholly owned subsidiary, BioEurope, signed a Distribution Agreement (the “Agreement”) with a distributor~~other supplemental lease information for the nine months ended February 29, 2024 and February 28, 2023:

SCHEDULE OF OTHER SUPPLEMENTAL LEASE INFORMATION

	February 29, 2024			February 28, 2023
	Nine Months Ended
	February 29, 2024			February 28, 2023

Cash paid for operating lease liabilities	$	267,000		$	174,000
Weighted-average remaining lease term (years)		2.77			3.77
Weighted-average discount rate		6.50	%		6.50	%

The Company also has various insignificant leases for office equipment.

NOTE 6: COMMITMENTS AND CONTINGENCIES

LITIGATION

The Company is, from time to ~~distribute certain products~~time, involved in legal proceedings, claims, and litigation arising in the ~~United Mexican States. The Agreement is for a period~~ordinary course of ~~three years with certain minimum purchases required.~~ business.

~~On November 20, 2017, Biomerica announced the enrollment~~There were no material legal proceedings pending as of ~~its first patient at the University of Southern California for the Company's Helicobacter pylori test.~~February 29, 2024.

On November 7, 2017, Biomerica announced that it has extended its exclusive license agreement with Celtis Pharm Co. Ltd of South Korea. Celtis has changed its name to Telcon Pharmaceuticals (“Telcon”). The License Agreement grants Telcon an exclusive license to market and sell Biomerica’s InFoods® IBS (Irritable Bowel Syndrome) products in Korea for five years. The amended agreement may now be cancelled if Biomerica has not obtained final clearance for sale of the Products in the United States from the United States FDA on or before December 31, 2019.

NOTE 7: SUBSEQUENT EVENTS

~~Note 6: Subsequent Events~~

None.

~~Subsequent to November 30, 2017options to purchase 5,750 shares of the Company’s common stock were exercised at purchase prices ranging from $0.85 to $1.04 per share. Proceeds to the Company totaled approximately $5,125.~~

On December 1, 2017, Biomerica, Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “At Market Issuance Sales Agreement”) with an agent (“Agent”), pursuant to which the Company may offer and sell from time to time up to an aggregate of $7,000,000 of shares of the Company’s common stock, par value $0.08 per share (the “Placement Shares”), through the Agent.

The Placement Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Registration Statement on Form S-3 (File No. 333-219130) (the “Registration Statement”), which was originally filed with the Securities and Exchange Commission (“SEC”) on June 30, 2017 and declared effective by the SEC on July 20, 2017, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on December 1, 2017.

Sales of the Placement Shares, if any, pursuant to the At Market Issuance Sales Agreement, may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act. The Agent will act as sales agent and will use commercially reasonable efforts to sell on the Company’s behalf all of the Placement Shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and the Company.

10

13

The Company has no obligation to sell any of the Placement Shares under the At Market Issuance Sales Agreement, and may at any time suspend offers under the At Market Issuance Sales Agreement or terminate the At Market Issuance Sales Agreement. The Company intends to use the net proceeds from this offering for general corporate purposes, including, without limitation, sales and marketing activities, clinical studies and product development, making acquisitions of assets, businesses, companies or securities, capital expenditures, and for working capital needs.

Under the terms of the At Market Issuance Sales Agreement, the Company will pay the Agent a commission equal to 3.0% of the gross proceeds from each sale of Placement Shares sold through it under the At Market Issuance Sales Agreement. In addition, the Company has agreed to pay certain expenses incurred by the Agent in connection with the offering.

On January 10, 2018, Biomerica issued a press release announcing that the China Food and Drug Administration (CFDA) approved Biomerica’s colorectal screening test to help identify the early warning signs of colorectal cancer. The EZ Detect colorectal screening test detects fecal occult (hidden) blood, an early warning sign of colorectal cancer.

On January 8, 2018, Biomerica announced that the Company signed definitive agreements with two leading research institutes to perform the clinical trials needed to validate the performance of its InFoods® product to alleviate Irritable Bowel Syndrome (IBS) symptoms. The Biomerica InFoods® IBS product is designed to allow physicians to identify patient specific foods (e.g. eggs, milk, wheat, sugar, corn, etc.), that when removed, may alleviate or improve an individual's IBS symptoms including but not limited to constipation, diarrhea, bloating, pain and indigestion. The clinical studies will be conducted at Beth Israel Deaconess Medical Center Inc., a Harvard Medical School Teaching Hospital, and the University of Michigan. The initial clinical study will include approximately 180 patients and is expected to take between 9 and 14 months to complete. The results of this initial clinical study will be used to identify the primary endpoint(s) to be used in the pivotal study that will be required prior to submitting a 510(k) application to the FDA. The Company decided to conduct the InFoods® clinical program in two parts. This initial clinical study will be used to predominantly determine the primary end point(s) for the second part which will be the pivotal study. The study will also stratify enrollment by the three main IBS subclasses (IBS-Constipation, IBS-Diarrhea and IBS-Mixed).

~~Item~~ITEM 2. ~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CERTAIN INFORMATION CONTAINED HEREIN (AS WELL AS INFORMATION INCLUDED IN ORAL STATEMENTS OR OTHER WRITTEN STATEMENTS MADE OR TO BE MADE BY BIOMERICA) CONTAINS STATEMENTS THAT ARE FORWARD-LOOKING, SUCH AS STATEMENTS RELATING TO ANTICIPATED FUTURE REVENUES OF THE COMPANY AND SUCCESS OR CURRENT PRODUCT OFFERINGS. SUCH FORWARD-LOOKING INFORMATION INVOLVES IMPORTANT RISKS AND UNCERTAINTIES THAT COULD SIGNIFICANTLY AFFECT ANTICIPATED RESULTS IN THE FUTURE, AND ACCORDINGLY, SUCH RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS MADE BY OR ON BEHALF OF BIOMERICA. THE POTENTIAL RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHERS, FLUCTUATIONS IN THE COMPANY'S OPERATING RESULTS. THESE RISKS AND UNCERTAINTIES ALSO INCLUDE THE SUCCESS OF THE COMPANY IN RAISING NEEDED CAPITAL, THE ABILITY OF THE COMPANY TO MAINTAIN REQUIREMENTS TO BE LISTED ON NASDAQ, THE CONTINUAL DEMAND FOR THE COMPANY'S PRODUCTS, COMPETITIVE AND ECONOMIC FACTORS OF THE MARKETPLACE, AVAILABILITY OF RAW MATERIALS, HEALTH CARE REGULATIONS AND THE STATE OF THE ECONOMY. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF, AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS.You should read the following discussion and analysis in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes thereto included in Part I, Item 1 of this Report and the audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended May 31, 2023 (our 2023 Annual Report). This discussion and analysis contains forward-looking statements that are based on our management’s current beliefs and assumptions, which statements are subject to substantial risks and uncertainties. Our actual results may differ materially from those expressed or implied by these forward-looking statements as a result of many factors, including those discussed in “Risk Factors” included in Part I, Item 1A of our 2023 Annual Report.

OVERVIEW

~~OVERVIEW~~

Biomerica, Inc. and ~~Subsidiaries ("Biomerica"~~its subsidiaries (which includes wholly-owned subsidiaries, Biomerica de Mexico and BioEurope GmbH), ~~the "Company", "we" or "our")~~is a biomedical technology company that develops, patents, manufactures and markets ~~medical~~advanced diagnostic and therapeutic products ~~designed for~~used at the ~~early detection and monitoring of chronic diseases and medical conditions. Our medical diagnostic products are sold worldwide in two markets: 1) clinical laboratories and 2) point of care (physicians'~~point-of-care (physicians’ offices and over-the-counter ~~drugstores).~~through drugstores and online) and in hospital/clinical laboratories for detection and/or treatment of medical conditions and diseases. Our diagnostic test kits are used to analyze blood, urine, nasal, or ~~stool samples~~fecal material from patients in the diagnosis of various diseases, food intolerances and other medical complications, or to measure the level of specific hormones, antibodies, antigens, or other substances, which may exist in the human body in extremely small concentrations. The Company’s products are designed to enhance the health and well-being of people, while reducing total healthcare costs.

Our primary focus is the research, development, commercialization and in certain cases regulatory approval, of patented, diagnostic-guided therapy (“DGT”) products to treat gastrointestinal diseases, such as irritable bowel syndrome (“IBS”), and other inflammatory diseases. These inFoods based products are directed at chronic inflammatory illnesses that are widespread and common, and as such address very large markets. Our inFoods IBS product uses a simple blood sample to identify patient-specific foods that, when removed from the patient’s diet, may alleviate IBS symptoms such as pain, bloating, diarrhea, and constipation. Instead of broad and difficult to manage dietary restrictions, the inFoods IBS product works by identifying a patient’s above normal immunoreactivity to a panel of specific foods that have been shown to often be problematic to IBS suffers. A food identified as positive, and causing an abnormally high immune response in the patient is simply removed from the diet to help alleviate IBS symptoms.

During fiscal 2022, we completed an endpoint determination clinical trial on our inFoods IBS product. This trial was conducted at Mayo Clinics in Florida and Arizona, Beth Israel Deaconess Medical Center Inc., a Harvard Medical School Teaching Hospital, University of Texas Health Science Center at Houston, Houston Methodist, the University of Michigan, and other institutions. This double blinded, placebo-controlled trial monitored IBS patients over an 8-week treatment period to determine the efficacy of our inFoods IBS product to improve the patients’ IBS symptoms or endpoints. The trial was designed to determine the difference in the improvement in IBS symptoms for patients in the treatment arm, versus patients in the placebo arm of the trial. The top-line trial results were reported in February 2022. Multiple endpoints demonstrated statistically significant improvements for participants in the treatment arm, indicating that the elimination of specific foods may meaningfully reduce the symptoms of IBS in each patient subtype (including patients with IBS-Constipation, IBS-Diarrhea & IBS-Mixed). The greatest clinical improvements, including but not limited to abdominal pain and bloating, were seen in patients diagnosed with IBS-Mixed and IBS Constipation, in the top line data. The purpose of the endpoint study was designed to provide efficacy data for the product, and to determine the primary symptom endpoint, or endpoints to be used in a possible final pivotal trial that would be conducted to attain the validation data needed to apply for U.S. Food and Drug Administration (“FDA”) product clearance. We ~~primarily~~are continuing to review and refine the complete dataset and have selected the final endpoint that we would intend to use in a possible final pivotal trial. No date has yet been set for commencing this final trial.

In fiscal 2023, we worked to set up the inFoods IBS test to be performed in a CLIA certified, and College of American Pathologists (“CAP”) accredited high-complexity laboratory facility and offered as a laboratory developed test (“LDT”). During the quarter ended February 28, 2023, the CLIA lab completed all validation testing necessary for the inFoods IBS product to be offered as an LDT, and patient samples are now being run at the lab. In late fiscal 2023, we trial launched this product with one large GI physician group that is now offering this product to their patients.

During fiscal 2024, we have successfully launched the inFoods IBS test with numerous GI physician groups across multiple states and regions. While our initial efforts have yielded success within the GI specialty, we are keenly aware of the opportunity to expand across the application of our product to other physician segments. We are convinced that forming partnerships in these other segments is the most effective strategy for market penetration. Currently, we are engaging in discussions with several potential partners. This strategy enables our newly formed sales team to focus on building strong relationships within the GI segment, capitalizing on the distinct advantages of the inFoods IBS product. In tandem with our expansion efforts, we are drawing from key learnings from the initial launch to enhance the ordering experience. We are now driving improvements to optimize the process for physicians to order the inFoods IBS test, send patient blood samples to the CLIA lab, and receive the test results for their patients. These improvements are directly informed by our experience and feedback from the field, ensuring a smoother and more efficient experience for both physicians and patients. With these strategic initiatives in place, grounded in our understanding of market dynamics and user needs, we anticipate continued growth in revenues from the rollout of our inFoods IBS product in the coming quarters.

We are also beginning the work of selecting and validating one new disease (such as ulcerative colitis or migraines), where there is evidence that certain foods can trigger or contribute to the symptoms found in these indications. We expect any new disease we target will follow a similar development pathway as inFoods IBS in simultaneously seeking FDA clearance of the product while also launching the product as an LDT.

14

Our existing medical diagnostic products ~~for gastrointestinal,~~are sold worldwide primarily in two markets: 1) clinical laboratories and 2) point-of-care (physicians’ offices and OTC at Walmart, Walgreens, CVS Pharmacy, Amazon, etc.). The diagnostic test kits are used to analyze blood, urine, nasal, or fecal specimens from patients in the diagnosis of various diseases, food intolerances ~~diabetes~~ and other medical complications, by measuring or detecting the existence and/or level of specific bacteria, hormones, antibodies, antigens, or other substances, which may exist in a patient’s body, stools, or blood, often in extremely small concentrations.

Due to the global 2019 SARS-CoV-2 novel coronavirus pandemic, in March 2020 we began developing COVID-19 products to indicate if a person has been infected by COVID-19 or is currently infected. We began selling these COVID-19 related diagnostic tests during fiscal 2021, and we experienced significant revenues from such sales during fiscal 2021 and 2022 with lesser sales in fiscal 2023. Due to falling demand, there were no sales of our COVID-19 related products in the three months ended February 29, 2024. As such, our COVID-19 product sales have caused significant swings in our revenues over the last four years.

Our newly developed H. pylori diagnostic test is a pivotal addition to our product portfolio, offering vital insights into patients’ H. pylori infection status. This bacterium’s prevalence underscores the critical need for accurate diagnosis, given its potential to precipitate ulcers and, in severe cases, stomach cancers if left untreated.

Additionally, on December 18, 2023, we achieved a significant milestone with FDA clearance for the H. pylori diagnostic test, paving the way for its commercialization in the United States. Leveraging this regulatory approval, we have initiated marketing efforts targeting the U.S. market, poised to capitalize on the pressing demand for reliable diagnostic solutions. Furthermore, recognizing the global significance of H. pylori infection, we have initiated discussions with international distributors to expand our market reach beyond U.S. borders. Anticipating traction in both domestic and international markets, we expect a favorable revenue trajectory during 2024.

The majority of our research and development efforts are focused on development and commercialization of products such as our H. pylori product, improving and expanding the inFoods IBS product, developing other new products that utilize the inFoods platform, and developing new diagnostic products with outside medical diagnostic companies that we intend to manufacture for them.

Our existing products that contributed to our fiscal 2024 revenues are primarily focused on gastrointestinal diseases, food intolerances, and certain esoteric tests. These diagnostic test products utilize immunoassay technology. ~~Some~~Most of ~~these~~our products ~~have not yet been submitted for clearance by the Food and Drug Administration (“FDA”)~~are CE marked and/or ~~each country’s equivalent~~sold for diagnostic use ~~but can still be sold~~where they are registered by each country’s regulatory agency. In addition, some products are cleared for sale in ~~various foreign countries without this approval.~~the United States by the FDA.

11

RESULTS OF OPERATIONS

Three months ended February 29, 2024

Net Sales and Cost of Sales

The following is a breakdown of revenues according to markets to which the products are sold:

	Three Months Ended				Increase (Decrease)
	February 29, 2024		February 28, 2023		$			%
Clinical lab	$	404,000	$	532,000	$	(128,000	)		-24	%
Over-the-counter		329,000		292,000		37,000			13	%
Contract manufacturing		281,000		284,000		(3,000	)		-1	%
Physician’s office		3,000		3,000		-			0	%
Total	$	1,017,000	$	1,111,000	$	(94,000	)		-8	%

Consolidated net sales ~~for Biomerica~~ were ~~$1,613,636~~approximately $1,017,000 for the three months ended ~~November 30, 2017~~February 29, 2024, as compared to ~~$1,432,206~~$1,111,000 for the ~~same period~~three months ended February 28, 2023, a decrease of approximately $94,000, or 8%. This decrease for the three months ended February 29, 2024, was primarily attributed to reduced sales in food intolerance products. Sales in this segment are subject to periodic and infrequent orders, contributing to potential volatility in quarterly sales.

Consolidated cost of sales were approximately $1,166,000, or 115% of net sales, for the ~~previous year. This represents~~three months ended February 29, 2024, as compared to $991,000, or 89% of net sales of net sales, for the three months ended February 28, 2023, an increase of ~~$181,430~~approximately $175,000, or ~~12.7%~~18%. The increase for the three months ended February 29, 2024 was predominantly driven by the complexities of international shipping logistics, rather than fluctuations in material and labor costs associated with our product.

15

Operating Expenses

The following is a summary of operating expenses:

	Three Months Ended
	February 29, 2024					February 28, 2023					Increase (Decrease)
	Operating Expense		As a % of Total Revenues			Operating Expense		As a % of Total Revenues			$			%
Selling, General and Administrative Expenses	$	1,508,000		148	%	$	1,379,000		124	%	$	129,000			9	%
Research and Development	$	343,000		34	%	$	392,000		35	%	$	(49,000	)		-13	%

Selling, General and Administrative Expenses

Consolidated selling, general and administrative expenses were approximately $1,508,000 for the three months February 29, 2024, as compared to $1,379,000 for the three months ended February 28, 2023, an increase of approximately $129,000, or 9%. For the ~~six month period~~three months ended ~~November 30, 2017~~February 29, 2024, the increase was primarily driven by the establishment of a new sales force, resulting in a rise in total salaries and marketing expenses amounting to $212,000. However, these increases were partially offset by a decrease in legal expenses of $87,000.

Research and Development

Consolidated research and development expenses were approximately $343,000 for the three months ended February 29, 2024, as compared to ~~2016, net sales~~$392,000 for the three months ended February 28, 2023, a decrease of approximately $49,000, or 13%. The reduction in expenses for the three months ended February 29, 2024, was primarily driven by a reduction of salary and compensation costs for the research and development team.

Interest and Dividend Income

Interest and dividend income were ~~$3,058,119~~approximately $86,000 for the three months ended February 29, 2024, as compared to ~~$2,842,317. This represents~~$36,000 for the three months ended February 28, 2023, an increase of ~~$215,802~~$50,000, or ~~7.6%~~139%. The increase was primarily ~~due to sales to a new distributor in Mexico, as well as increased sales in Europe~~driven by higher market interest rates on our cash and ~~Asia. For the three~~cash equivalents.

Nine months ended ~~November 30, 2017~~February 29, 2024

Net Sales and Cost of Sales

The following is a breakdown of revenues according to markets to which the products are sold:

	Nine Months Ended				Increase (Decrease)
	February 29, 2024		February 28, 2023		$			%
Clinical lab	$	2,683,000	$	2,580,000	$	103,000			4	%
Over-the-counter		1,078,000		971,000		107,000			11	%
Contract manufacturing		530,000		431,000		99,000			23	%
Physician’s office		8,000		249,000		(241,000	)		-97	%
Total	$	4,299,000	$	4,231,000	$	68,000			2	%

Consolidated net sales were approximately $4,299,000 for the nine months ended February 29, 2024, as compared to ~~November 30, 2016,~~$4,231,000 for the nine months ended February 28, 2023, an increase of approximately $68,000, or 2%. This increase for the nine months ended February 29, 2024, shows growth across all non-COVID product lines underscoring the Company’s resilience despite the absence of COVID-related sales compared to the previous year.

The growth was primarily attributed to an increase in sales of our food intolerance products, EZ Detect, Aware, and contract manufacturing activities. Notably, this growth highlights the effectiveness of our post-pandemic strategic initiatives focusing on our diverse product segments.

Consolidated cost of sales ~~increased as a percentage~~were approximately $3,708,000, or 86% of net sales, ~~from 61.1% of sales, or $875,522, to 68.6% of sales, or $1,107,445. For~~for the ~~six~~nine months ended ~~November 30, 2017~~February 29, 2024, as compared to ~~2016, cost~~$3,814,000, or 90% of net sales, increased as a percentage of sales from 60.1% of sales, or $1,708,666 to 66.6% of sales, or $2,037,357. Increases to cost of goods as a percentage of sales were primarily a result of a reduction in inventory of work in process and finished goods in comparison tofor the prior period which resulted in less labor and overhead capitalized in inventory. There were also one-time costs in Mexico as a result of costs of fully establishing a maquiladora production facility and increases in wages.

~~For the three~~nine months ended ~~November 30, 2017 compared to 2016,~~February 28, 2023, a decrease of approximately $106,000, or 3%. The decrease for the nine months ended February 29, 2024, was primarily driven by a $160,000 decrease in costs associated with reduced sales of our COVID-19 products.

16

Operating Expenses

The following is a summary of operating expenses:

	Nine Months Ended
	February 29, 2024					February 28, 2023					Increase (Decrease)
	Operating Expense		As a % of Total Revenues			Operating Expense		As a % of Total Revenues			$			%
Selling, General and Administrative Expenses	$	4,204,000		98	%	$	4,589,000		108	%	$	(385,000	)		-8	%
Research and Development	$	1,226,000		29	%	$	1,215,000		29	%	$	11,000			1	%

Selling, General and Administrative Expenses

Consolidated selling, general and administrative ~~costs increased by $47,235, or 9.9%. For~~expenses were approximately $4,204,000 for the ~~six month period~~nine months ended ~~November 30, 2017~~February 29, 2024, as compared to ~~2016, these expenses increased by $80,600,~~$4,589,000 for the nine months ended February 28, 2023, a decrease of approximately $385,000, or ~~9.0%~~8%. The ~~overall~~decrease in the nine months ended February 29, 2024, was primarily driven by reductions of $384,000 in legal expenses, and $330,000 in share-based compensation expenses.

Notably, these operating expense reductions were partially offset by investments in key areas of our business. This included an increase in ~~selling, general~~marketing expenses for the recent CVS Pharmacy retail launch and ~~administrative costs was primarily due to higher legal fees, outside services, consulting and fees related to CE Mark compliance and audits.~~

~~For~~ the ~~three months ended November 30, 2017~~expansion of our sales team. Despite these increases, overall cost reductions compared to ~~2016,~~last year demonstrate our focus on strategically allocating our capital and maintaining financial discipline while pursuing growth opportunities.

Research and Development

Consolidated research and development expenses ~~decreased by $28,526 or 9.5%. For~~were approximately $1,226,000 for the ~~six month period~~nine months ended ~~November 30, 2017~~February 29, 2024, as compared to ~~2016, these expenses increased by $35,814,~~$1,215,000 for the nine months ended February 28, 2023, an increase of approximately $11,000, or ~~6.8%~~1%. The ~~decreases during~~increase for the ~~period were primarily due to lower cost of materials purchased as well as lower legal and consulting services. For the six~~nine months ended ~~November 30, 2017~~February 29, 2024, was primarily driven by salaries and wages of $80,000, partially offset by a decrease in share-based compensation expenses of $32,500 and lab supplies expenses of $22,800.

We have taken proactive measures to address the increased expenses in research and ~~development expenses increased due~~development. Over the last three months, we have worked on cost optimization resulting in reductions in salaries and compensation costs of $63,000 per quarter.

Interest and Dividend Income

Interest and dividend income were approximately $317,000 for the nine months ended February 29, 2024, as compared to $77,000 for the nine months ended February 28, 2023, an increase of $240,000, or 312%. The increase was primarily driven by higher ~~wages~~market interest rates on our cash and ~~legal expenses associated with intellectual property filings.~~cash equivalents.

LIQUIDITY AND CAPITAL RESOURCES

The following are the principal sources of liquidity:

	February 29, 2024		May 31, 2023
Cash and cash equivalents	$	5,319,000	$	9,719,000
Working capital including cash and cash equivalents	$	6,855,000	$	10,852,000

As of ~~November 30, 2017~~February 29, 2024 and May 31, ~~2017,~~2023, the Company had cash and cash equivalents inof approximately $5,319,000 and $9,719,000, respectively. As of February 29, 2024 and May 31, 2023, the ~~amount of $817,810 and $1,225,462 and~~Company had working capital of ~~$3,294,728~~approximately $6,855,000 and ~~$3,681,485,~~$10,852,000, respectively. We believe that the aggregate of our existing cash and cash equivalents is sufficient to meet our operating cash requirements and strategic objectives for growth for at least the next year. To satisfy our capital requirements, including ongoing future operations, beyond next year, we are working on increasing sales, reducing expenses and may seek to raise additional financing through debt or equity financing.

Operating Activities

During the ~~six~~nine months ended ~~November 30, 2017 the Company’s operations used cash of $363,350 as compared to $307,891 in the same period of the prior fiscal year. The~~February 29, 2024, cash used in operating activities was approximately $4,317,000. The primary factors that contributed to this was a loss of approximately $4,557,000, non-cash expenses of $723,000, primarily associated with depreciation and amortization, provision for allowance on accounts receivable, inventory reserves, share-based compensation, and amortization of right-of-use assets. This was partially offset by ~~operations~~changes in asset and liability accounts of ~~$363,350 for~~approximately $483,000.

17

During the ~~six~~nine months ended ~~November 30, 2017~~February 28, 2023, cash used in operating activities was ~~primarily a result of increased prepaids of $169,336, increased inventories of $97,204 and~~approximately $4,511,000. The primary factors that contributed to this were a net loss of ~~$475,720, which was~~approximately $5,348,000, partially offset by ~~an increase in accounts payable and accrued~~non-cash expenses of ~~$245,393~~$1,100,000, primarily associated with stock-based compensation and ~~depreciation and amortization of $94,133 as compared to cash used by operations of $307,891 for~~account receivables provisions.

Investing Activities

During the ~~six~~nine months ended ~~November 30, 2016 which resulted from $193,134 in increased receivables and a net loss of $258,600, offset by $110,994 in depreciation and amortization. Cash~~February 29, 2024, cash used in investing activities ~~in the six months ended November 30, 2017~~ was ~~$52,923 which was~~approximately $27,000 for purchases of property and equipment, ~~as compared~~and $64,000 in expenditures related to patents.

During the ~~six~~nine months ended ~~November 30, 2016 during which~~February 28, 2023, cash used in investing activities was approximately $64,000 for purchases of property and ~~equipment was $25,682. Cash~~equipment.

Financing Activities

During the nine months ended February 29, 2024, cash provided by financing activities ~~for~~was $0, with no net proceeds from the ~~six~~sale of common stock or from stock option exercises.

During the nine months ended ~~November 30, 2017~~February 28, 2023, cash provided by financing activities was approximately $2,040,000 which was a result of net proceeds from the ~~exercise~~sale of common stock ~~options~~ of ~~$13,789 compared to $56,556 in the prior fiscal year.~~$1,961,000, and stock option exercises of $79,000.

The Company has been working on new products for the gastroenterology market. Patent applications for the new products have been filed and the Company has been working on obtaining additional patents and U.S. regulatory approvals. The Company has been spending significant funds on the research, development and related costs and expects this will continue in order to obtain the desired patents and approvals.

As mentioned in “Subsequent Events” in the notes to the condensed consolidated financial statements the Company entered into an At Market Issuance Sales Agreement, whereby, the Company may raise additional working capital and funds for continued development of current research projects. This will be needed to fund current research and development projects and bring them to the next stage of completion.

OFF BALANCE SHEET ARRANGEMENTS~~- None.~~

12

There were no off-balance sheet arrangements as of February 29, 2024.

CRITICAL ACCOUNTING POLICIES

The preparation of ~~condensed~~ consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable inunder the ~~circumstances;~~current conditions; however, actual results may differ from these estimates under different future conditions.

We believe that the estimates and assumptions that are most important to the portrayal of our financial condition and results of operations, in that they require subjective or complex judgments, form the basis for the accounting policies deemed to be most critical to us. These relate to revenue recognition, ~~bad debts,~~credit losses, inventory overhead application, inventory reserves, right-of-use assets and ~~inventory reserve.~~lease liabilities and share-based compensation. We believe estimates and assumptions related to these critical accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on our future financial ~~conditions~~condition or results of operations. We suggest that our significant accounting policies be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations. Please refer to Note 2 for information on Significant Accounting Policies. Our critical accounting policies are discussed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2023.

~~Item~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET ~~RISK.~~RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

~~Item~~ITEM 4. CONTROLS AND PROCEDURES

Our management evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this report. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives and the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at the ~~"reasonable assurance"~~“reasonable assurance” level. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file and submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the ~~Commission's~~Commission’s rules and forms; and (2) accumulated and communicated to the ~~Company's~~Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during our last fiscal quarter that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.

18

PART II. OTHER INFORMATION

~~Item~~ITEM 1. LEGAL ~~PROCEEDINGS.~~PROCEEDINGS ~~None.~~

The Company is, from time to time, involved in legal proceedings, claims and litigation arising in the ordinary course of business.

There were no material legal proceedings pending as of February 29, 2024.

ITEM 1A. RISK FACTORS

An investment in our common stock involves risks. Before making an investment decision, you should carefully consider all the information within this Quarterly Report, including the information contained in Part I, Item ~~1A. RISKS AND UNCERTAINTIES.~~

~~You~~2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in our condensed consolidated financial statements and the related notes contained in Part I, Item 1 within this Quarterly Report. In addition, you should ~~read~~carefully consider the ~~following factors~~risks and uncertainties described in ~~conjunction with the factors discussed elsewhere~~Part I, Item 1A, “Risk Factors,” of our 2023 Annual Report on Form 10-K, as well as in ~~this and~~ our other public filings with the ~~Securities and Exchange Commission and in materials incorporated by reference in these filings such as~~SEC. If any of the ~~Form S-3 and Prospectus Supplement filed in July and December 2017, respectively. The following is intended to highlight certain factors that may affect the financial condition and~~identified risks are realized, our business, results of operations, ~~of Biomerica, Inc.~~financial condition, liquidity, and ~~are not meant to~~prospects could be ~~an exhaustive discussion of risks~~materially and adversely affected. In that ~~apply to companies such as Biomerica, Inc. Like other businesses, Biomerica, Inc. is susceptible to macroeconomic downturns in~~case, the United States or abroad, as were experienced in recent history that may affect the general economic climate and performance of Biomerica, Inc. or its customers. Our results may fluctuate adversely as a result of many factors that are outside our control, which may negatively impact our stock price. Salestrading price of our common stock ~~in the public market~~may decline, and you could ~~lower the market price for our common stock and the price~~lose all or part of ~~our stock could fluctuate unpredictably in response to various factors. The Company does~~your investment. In addition, other risks of which we are currently unaware, or which we do not ~~anticipate paying dividends in the foreseeable future, which could affect the market price of the stock.~~

13

There is no assurance that we will be able to remain competitive and develop new products and markets for these products. Raising funds to support this development may be difficult and the inability to do so may impact our ability to develop these new products. Acceptance of these new products by health care providers and physicians could have a negative impact on future sales.

Our business is subject to regulation by various governmental agencies. Our results of operations could be negatively impacted by failures or delays in approvals or the loss of previously received approvals or changes to existing laws and regulations. Possible costs or difficulty in complying with government regulations and the delays in receiving required regulatory approvals or the enactment of new adverse regulations or regulatory requirements could affect results adversely.

Interruptions in the supply of raw materials could adversely affect our operations and results. Inability to successfully control our margins is affected by many factors including competition and product mix.

~~The loss of key personnel and the inability to hire key personnel could affect the business.~~

~~Aside from general macroeconomic downturns, the additional~~currently view as material, factors that could affect future financial results include, but are not limited to: Terrorist attacks and the impact of such events; shipping labor disruption or other major degradation of the ability to ship out products to end users; inability to successfully control our margins which are affected by many factors including competition and product mix; protracted shutdown of the U.S. border due to an escalation of terrorist or counter terrorist activity; any changes in our business relationships with international distributors or the economic climate they operate in; any event that has a material adverse impact on our foreign manufacturing operations may adversely affect our operations as a whole; failure to manage the future expansion of our business could have a material adverse effect on our revenues and profitability; numerous competitors, some of which have substantially greater financial and other resources than we do; potential claims and litigation brought by patients or medical professionals alleging harm caused by the use of or exposure to our products; quarterly variations in operating results caused by a number of factors, including business, and industry conditions; concentrations of sales with certain distributors-the loss of certain of these distributors could lead to significantly reduced sales, which have been increasing. This could adversely affect the results of operations, financial condition, and prospects.

During the ~~Company if~~nine months ended February 29, 2024, there were no material changes to the ~~Company were to lose the sales~~risks and uncertainties described in Part I, Item 1A, “Risk Factors,” of ~~that distributor and other factors beyond~~ our ~~control; high balances carried~~2023 Annual Report on accounts receivables from concentrated customers could result in write-offs of accounts receivable; and the costs of recalls, should such occasion arise. All these factors make it difficult to predict operating results for any particular period.Form 10-K.

~~Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~ ~~None.~~

~~Item 3. DEFAULTS UPON SENIOR SECURITIES.~~ ~~None.~~

~~Item 4. MINE SAFETY DISCLOSURES.~~ ~~None~~.

~~Item~~ITEM 5. OTHER ~~INFORMATION.~~INFORMATION

We held our Annual Meeting of Stockholders on December 13, 2017, to consider and vote on the matters listed below. The proposals are described in detail in the Proxy Statement filed with the Securities and Exchange Commission on September 28, 2017. The final voting results from the meeting are set forth below.None.

~~Proposal 1: Election of Directors~~

~~Based on the following votes, the individuals named below were each elected to serve as our directors until our next Annual Meeting of Stockholders.~~

19

Votes For
Votes Withheld
Zackary Irani

4,043,904

11,556
Janet Moore
4,036,105
19,355
Allen Barbieri

4,037,054

18,406
Dr. Francis Cano
3,832,733
222,727
Dr. Jane Emerson

4,043,954

11,506
Dr. Mark Sirgo
3,995,397
60,063

14

~~Proposal 2: Approval of Proposal No. 2, to consider and act upon a proposal to ratify and approve the Company’s 2017 Stock Incentive Plan.~~

~~The results of the votes received for Proposal No. 2 will be considered by the Company’s Compensation Committee.~~

~~FOR 3,373,824~~

~~AGAINST~~

~~533,117~~

~~ABSTAIN~~

~~13,519~~

~~Proposal 3: Ratification of Selection of Independent Auditors~~

~~Based on the following votes, the selection of PKF, LLP, as our independent registered public accounting firm for the 2018 fiscal year was ratified.~~

~~Votes For~~

~~Votes Against~~

~~Abstentions~~

~~6,998,392~~

~~110,557~~

~~37,470~~

15

~~Item~~ITEM 6. EXHIBITS.

The following exhibits are filed or furnished as part of this quarterly report on Form 10-Q:

Exhibit No.
						Description
~~Exhibit No.~~				~~Description~~
	31.1	**
		~~31.1~~		*		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — Zackary S. Irani

	31.2	* *		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — ~~Janet Moore~~ Gary Lu

	32.1	~~32.1~~ **	*		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act — Zackary S. Irani

	32.2	* *		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act — ~~Janet Moore~~


		~~101~~				~~Interactive data files pursuant to Rule 405 Regulation S-T, as follows:~~

			~~101.SCH-XBRL Taxonomy Extension Schema Document~~ ~~101.CAL-XBRL Taxonomy Extension Calculation Linkbase Document~~ ~~101.DEF–XBRL Taxonomy Extension Definition Linkbase Document~~ ~~101.LAB-XBRL Taxonomy Extension Label Linkbase Document~~ ~~101.PRE-XBRL Taxonomy Extension Presentation Linkbase Document~~




*			~~Filed herewith~~

			Gary Lu

101 Interactive data files pursuant to Rule 405 Regulation S-T, as follows:

101.INS-XBRL Instance Document

101.SCH-XBRL Taxonomy Extension Schema Document

101.CAL-XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF–XBRL Taxonomy Extension Definition Linkbase Document

101.LAB-XBRL Taxonomy Extension Label Linkbase Document

101.PRE-XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101)

* Filed herein.

** Filed herewith.

16

20

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has fully caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BIOMERICA, INC.
Date: ~~January 16, 2018~~
April 12, 2024
~~By:~~
By: /S/ Zackary S. Irani
Zackary S. Irani
~~Director,~~
Chief Executive Officer
(Principal Executive Officer)
Date: ~~January 16, 2018~~
April 12, 2024
~~By:~~
~~/S/ Janet Moore~~
By:
~~Janet Moore~~
/S/ Gary Lu
��
~~Secretary, Director,~~
Gary Lu
Chief Financial Officer
(Principal Financial Officer)

21

17

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☐

PART I	Financial Information

~~INDEX~~ Item 1.	Financial Statements:

~~PART I~~	~~Financial Information~~ Condensed Consolidated Balance Sheets (unaudited) – February 29, 2024 and May 31, 2023
		1
~~Item 1.~~	~~Financial Statements:~~

	Condensed Consolidated Statements of Operations and C~~omprehensive~~Comprehensive Loss (unaudited) – Three and ~~Six~~Nine Months Ended ~~November 30, 2017~~February 29, 2024 and ~~2016~~ February 28, 2023	1 2

	Condensed Consolidated ~~Balance Sheets~~Statements of Shareholders’ Equity (unaudited) ~~- November 30, 2017~~– Three and ~~(audited) May 31, 2017~~ Nine Months Ended February 29, 2024 and February 28, 2023	2 3

	Condensed Consolidated Statements of Cash Flows (unaudited) ~~- Six~~– Nine Months Ended ~~November 30, 2017~~February 29, 2024 and ~~2016~~ February 28, 2023	3 4

	Notes to Condensed Consolidated Financial Statements (unaudited)	~~4-11~~ 5

Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~11-12~~ 14

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	13 18

Item 4.	Controls and Procedures	13 18

PART II	Other Information

~~Item 1.~~	~~Legal Proceedings~~	13
Item 1.	Legal Proceedings	19
~~Item 1A.~~	~~Risk Factors~~	~~13-14~~
Item 1A.	Risk Factors	19
~~Item 2.~~	~~Unregistered Sales of Equity Securities & Use of Proceeds~~	14
Item 5.	Other Information	19
~~Item 3.~~	~~Defaults upon Senior Securities~~	14
Item 6.	Exhibits	20
~~Item 4.~~	~~Mine Safety Disclosures~~	14
	Signatures
~~Item 5.~~	~~Other Information~~	~~14-15~~

~~Item 6.~~	~~Exhibits~~	16

	~~Signatures~~	17