Monitor the December 11 annual meeting for say-on-pay vote outcome and stockholder sentiment on the equity plan increase. The outstanding $500,000 related-party note to CEO Irani for the Diagnosis S.A. stake transfer remains unresolved — watch for completion or modification. B. Riley's 10% stake and board designee (Feinberg) signal potential for strategic or financing moves.
Price Chart
Executive Summary
Biomerica's 2026 definitive proxy statement schedules its annual meeting for December 11, 2026, with five proposals: election of five directors (including new nominee Gregory Feinberg designated by 10% holder B. Riley), an advisory say-on-pay vote, ratification of Haskell & White as auditor, a 150,000-share increase to the 2024 Stock Incentive Plan, and an adjournment proposal. CEO Zackary Irani received total compensation of $285,450 for FY2026 (salary $150,000 + stock awards $135,450), while the company reported a net loss of $3.775 million and a TSR decline (a $100 investment fell to $21.81 from $27.83 the prior year). A related-party transaction involving CEO Irani's purchase of the company's Diagnosis S.A. stake for $500,000 via a secured promissory note remains outstanding, and all directors and officers participated in the August 2026 private placement that raised ~$2.23 million at $1.60/share.
Key Facts
- Annual meeting set for December 11, 2026; record date October 15, 2026; 4,598,968 shares outstanding.
- Five director nominees: Zackary Irani (CEO), Allen Barbieri, Eric Bing Chin, Gary Huff, and Gregory Evan Feinberg (B. Riley designee). David Moatazedi not standing for re-election.
- Proposal to increase 2024 Stock Incentive Plan shares by 150,000 (from 400,000 to 550,000); 316,258 shares already issued/outstanding, leaving 83,742 available.
- CEO Zackary Irani FY2026 total compensation: $285,450 ($150,000 salary + $135,450 stock awards). No cash bonus paid.
- Company reported net loss of $3.775 million for FY2026; TSR declined (initial $100 investment fell to $21.81 from $27.83 in FY2025).
- Related-party transaction: CEO Irani purchased company's 78,750-share Diagnosis S.A. stake for $500,000 via secured promissory note (8% interest, due May 2027); share transfer not yet completed as of October 16, 2026.
- August 2026 private placement raised ~$2.23 million at $1.60/share; all directors and CEO participated, purchasing 98,750 shares for $158,000 total.
- Auditor Haskell & White LLP fees: $175,080 (FY2026) vs $171,650 (FY2025).
- B. Riley Principal Capital, LLC beneficially owns 10.0% of outstanding shares and has board designation rights.
- Section 16(a) late filings: five officers/directors each filed one late Form 4; Eric Bing Chin filed one late Form 4.
Financial Impact
CEO total compensation $285,450 vs net loss of $3.775 million; equity plan dilution of up to 150,000 new shares (~3.3% of outstanding); related-party $500,000 promissory note outstanding
Risk Factors
- Equity plan dilution: 150,000 additional shares (3.3% of outstanding) if proposal passes, further diluting existing holders.
- Related-party governance risk: CEO holds a $500,000 secured promissory note from the company with 8% interest; unresolved share transfer creates potential conflict.
- Sustained net losses ($3.775M in FY2026) and declining TSR raise going-concern risk for this micro-cap.
- Insider late Section 16 filings suggest potential compliance weaknesses.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001493152-26-047438 |
| Document: 0001493152-26-047438-index-headers.html | 0001493152-26-047438 |
| Document: 0001493152-26-047438-index.html | 0001493152-26-047438 |
| Document: 0001493152-26-047438.txt | 0001493152-26-047438 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 16, 2026 10d ago | DEF 14A | $1.76 | awaiting T+20 | — | $1.68 (−4.55%) |
Oct 15, 2026 11d ago | 8-K | $1.85 | awaiting T+20 | — | $1.68 (−9.19%) |
Oct 8, 2026 18d ago | EFFECT | $1.89 | awaiting T+20 | — | $1.68 (−11.11%) |
Oct 8, 2026 18d ago | EFFECT | $1.89 | awaiting T+20 | — | $1.68 (−11.11%) |
Sep 25, 2026 4w ago | S-3 | $2.32 $1.68 | ▲ +27.59% | ▲ +26.11% | $1.68 (+27.59%) |
Sep 24, 2026 4w ago | S-3 | $2.32 $1.68 | ▲ +27.59% | ▲ +26.11% | $1.68 (+27.59%) |
Sep 1, 2026 7w ago | Press Release | $2.09 $2.26 | ▲ +8.13% | ▲ +7.82% | $1.68 (−19.62%) |
Aug 27, 2026 8w ago | Insider Cluster | $2.14 $2.39 | ▲ +11.68% | ▲ +12.16% | $1.68 (−21.50%) |
Aug 26, 2026 8w ago | 8-K | $2.10 $2.40 | ▼ −14.29% | ▼ −14.39% | $1.68 (+20.00%) |
Jun 4, 2026 20w ago | 8-K | $2.12 $1.73 | ▼ −18.40% | ▼ −20.26% | $1.68 (−20.75%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers