BIOMERICA INC (BMRA): debt financing — Biomerica sells Diagnosis stake for $500k to CEO-affiliated buyers; note forgivable on transfer

BIOMERICA INC

Biomerica sells its 6% stake in Diagnosis S.A. (78,750 shares) to CEO-affiliated entities for $500,000.
CEO Zackary Irani directly acquires $300,000 of the shares; two LLCs buy $200,000 total.
Payments initially made via secured promissory note at 8% interest, due in 12 months; note forgiven upon share transfer.
Transfer requires Polish regulatory approvals expected within 30 days after closing.
Biomerica received $52,000 dividend from Diagnosis in 2026, disclosed to buyers prior to sale.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

BIOMERICA INC incurred loan of $500,000 with Buyers affiliated with Zackary Irani, the Company’s Chief Executive Officer at 8% per annum maturing 12 months from the Effective Date.

Instrument: loan
Principal: $500,000
Counterparty: Buyers affiliated with Zackary Irani, the Company’s Chief Executive Officer
Rate: 8% per annum
Maturity: 12 months from the Effective Date
Event: incurrence

Exact text from the filing

the Buyers delivered the Purchase Price in exchange for a secured promissory term note (the “Note”) in the principal amount of $500,000. The Note bears interest at a rate of 8% per annum (the “Stated Interest Rate”) and matures 12 months from the Effective Date

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Source: SEC EDGAR

accession 0001493152-26-027290

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