Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Private Placement

On August 20, 2026, Biomerica, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional and individual investors identified on the signature pages thereto, which included among others B. Riley Principal Capital, LLC and certain members of the Company's Board of Directors and executive officers (collectively, the "Purchasers"), pursuant to which the Company agreed to issue and sell an aggregate of 1,393,705 shares of the Company's common stock, par value $0.08 per share (the "Shares"), at a purchase price of $1.60 per Share, for aggregate gross proceeds of approximately $2.23 million (the "Private Placement").

The closing of the Private Placement occurred on August 26, 2026 (the "Closing Date").

The Purchase Agreement also provides that, for so long as the "B. Riley Purchasers," as defined therein, beneficially owns, in the aggregate, securities representing at least 10% of the voting power of the Company's outstanding common stock, B. Riley Principal Capital, LLC, one of the B. Riley Purchasers, will have the right, subject to the applicable rules of the Nasdaq Stock Market LLC, to designate one representative for election or appointment to the Company's Board of Directors. The Purchase Agreement also provides for certain related governance rights.

In connection with the Private Placement, the Company's directors and certain executive officers are required to enter into lock-up agreements restricting, subject to the terms and exceptions set forth therein, certain transfers of Company securities for a period of 180 days following the Closing.

The Purchase Agreement contains customary representations, warranties, covenants and closing conditions.

Registration Rights Agreement

In connection with the Private Placement, on August 20, 2026, the Company entered into a Registration Rights Agreement with the Purchasers (the "Registration Rights Agreement"), pursuant to which the Company agreed to file with the Securities and Exchange Commission (the "SEC") a registration statement to register and provide for the resale of the Shares and to use commercially reasonable efforts to cause such registration statement to become effective and remain effective for the periods specified therein. The Company is required to file such registration statement within 30 calendar days of the Closing Date and to use its commercially reasonable efforts to have such registration statement declared effective within 30 calendar days of the closing date (or 60 calendar days in the event of a "full review" by the SEC). If the Company fails to satisfy certain filing or effectiveness obligations under the Registration Rights Agreement, the Company is obligated to pay the Purchasers liquidated damages equal to 1.0% of the aggregate purchase price paid by such Purchaser, subject to a maximum aggregate cap of 5.0% of such Purchaser's subscription amount.

The Registration Rights Agreement also contains customary registration procedures, indemnification provisions and provisions for partial liquidated damages upon the occurrence of certain specified registration failures.

The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Shares, nor shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.