BIOMERICA INC, 10-K filed on 8/29/2025
Annual Report
v3.25.2
Cover - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
May 31, 2025
Aug. 29, 2025
Nov. 30, 2024
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Annual Report true    
Document Transition Report false    
Document Period End Date May 31, 2025    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2025    
Current Fiscal Year End Date --05-31    
Entity File Number 001-37863    
Entity Registrant Name BIOMERICA, INC.    
Entity Central Index Key 0000073290    
Entity Tax Identification Number 95-2645573    
Entity Incorporation, State or Country Code DE    
Entity Address, Address Line One 17571 Von Karman Avenue    
Entity Address, City or Town Irvine    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 92614    
City Area Code 949    
Local Phone Number 645-2111    
Title of 12(b) Security Common Stock, par value $0.08    
Trading Symbol BMRA    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Public Float     $ 6.4
Entity Common Stock, Shares Outstanding   2,815,410  
Documents Incorporated by Reference [Text Block] Portions of the registrant’s definitive proxy statement relating to its 2025 annual meeting of stockholders are incorporated by reference in Part III this Annual Report on Form 10-K where indicated. The definitive proxy statement will be filed with the U.S. Securities Exchange Commission within 120 days after the end of the fiscal year to which this report relates.    
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] false    
Entity Listing, Par Value Per Share $ 0.08    
Auditor Firm ID 200    
Auditor Opinion [Text Block] We have audited the accompanying consolidated balance sheets of Biomerica, Inc. (the “Company”) as of May 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of May 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for each of the years then ended, in conformity with U.S. generally accepted accounting principles.    
Auditor Name HASKELL & WHITE LLP    
Auditor Location Irvine, California    
v3.25.2
Consolidated Balance Sheets - USD ($)
May 31, 2025
May 31, 2024
Current Assets:    
Cash and cash equivalents $ 2,399,000 $ 4,170,000
Accounts receivable, net 731,000 947,000
Inventories, net 1,490,000 2,376,000
Prepaid expenses and other 255,000 238,000
Total current assets 4,875,000 7,731,000
Property and equipment, net of accumulated depreciation and amortization 135,000 201,000
Right-of-use assets, net of accumulated amortization of $1,223,000 and $910,000 as of May 31, 2025 and 2024, respectively 429,000 742,000
Investments 165,000 165,000
Intangible assets, net of accumulated amortization of $69,000 and $48,000 as of May 31, 2025 and 2024, respectively 228,000 212,000
Other assets 113,000 203,000
Total Assets 5,945,000 9,254,000
Current Liabilities:    
Accounts payable and accrued expenses 672,000 1,138,000
Accrued compensation 655,000 655,000
Advances from customers 55,000 85,000
Lease liabilities, current portion 358,000 326,000
Total current liabilities 1,740,000 2,204,000
Lease liabilities, net of current portion 100,000 459,000
Total Liabilities 1,840,000 2,663,000
Commitments and contingencies (Note 9)  
Shareholders’ Equity:    
Preferred stock, value
Common stock, $0.08 par value, 3,125,000 shares authorized, 2,546,216 and 2,103,154 issued and outstanding at May 31, 2025 and May 31, 2024, respectively 203,000 168,000
Additional paid-in capital 57,175,000 54,720,000
Accumulated other comprehensive loss (105,000) (102,000)
Accumulated deficit (53,168,000) (48,195,000)
Total Shareholders’ Equity 4,105,000 6,591,000
Total Liabilities and Shareholders’ Equity 5,945,000 9,254,000
Series A Preferred Stock [Member]    
Shareholders’ Equity:    
Preferred stock, value
v3.25.2
Consolidated Balance Sheets (Parenthetical) - USD ($)
May 31, 2025
May 31, 2024
Accumulated amortization $ 1,223,000 $ 910,000
Finite-Lived Intangible Assets, Accumulated Amortization $ 69,000 $ 48,000
Preferred stock, par value $ 0 $ 0
Preferred stock, shares authorized 4,428,571 4,428,571
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.08 $ 0.08
Common stock, shares authorized 3,125,000 3,125,000
Common stock, shares issued 2,546,216 2,103,154
Common stock, shares outstanding 2,546,216 2,103,154
Series A Preferred Stock [Member]    
Preferred stock, par value $ 0.08 $ 0.08
Preferred stock, shares authorized 571,429 571,429
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
v3.25.2
Consolidated Statements of Operations and Comprehensive Loss - USD ($)
 12 Months Ended
May 31, 2025
May 31, 2024
Income Statement [Abstract]    
Net sales $ 5,311,000 $ 5,415,000
Cost of sales (4,813,000) (4,804,000)
Gross profit 498,000 611,000
Operating expenses:    
Selling, general and administrative 4,612,000 5,487,000
Research and development 1,023,000 1,491,000
Total operating expense 5,635,000 6,978,000
Loss from operations (5,137,000) (6,367,000)
Other income:    
Dividend and interest income 165,000 431,000
Total other income 165,000 431,000
Loss before income taxes (4,972,000) (5,936,000)
Provision for income taxes (1,000) (42,000)
Net loss $ (4,973,000) $ (5,978,000)
Basic net loss per common share $ (2.16) $ (2.84)
Diluted net loss per common share $ (2.16) $ (2.84)
Weighted average number of common and common equivalent shares:    
Basic 2,297,057 2,103,154
Diluted 2,297,057 2,103,154
Net loss $ (4,973,000) $ (5,978,000)
Other comprehensive loss, net of tax:    
Foreign currency translation (3,000) 8,000
Comprehensive loss $ (4,976,000) $ (5,970,000)
v3.25.2
Consolidated Statements Shareholders' Equity - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Total
Balances at May. 31, 2023 $ 168,000 $ 53,883,000 $ (110,000) $ (42,217,000) $ 11,724,000
Balance, shares at May. 31, 2023 2,103,154        
Foreign currency translation 8,000 8,000
Share-based compensation 837,000 837,000
Net loss (5,978,000) (5,978,000)
Balances at May. 31, 2024 $ 168,000 54,720,000 (102,000) (48,195,000) 6,591,000
Balance, shares at May. 31, 2024 2,103,154        
Foreign currency translation (3,000) (3,000)
Share-based compensation 460,000 460,000
Net loss (4,973,000) (4,973,000)
Net proceeds from ATM $ 35,000 1,980,000 2,015,000
Net proceeds from ATM, shares 440,687        
Exercise of stock options 15,000 $ 15,000
Exercise of stock options, shares 2,375       2,375
Balances at May. 31, 2025 $ 203,000 $ 57,175,000 $ (105,000) $ (53,168,000) $ 4,105,000
Balance, shares at May. 31, 2025 2,546,216        
v3.25.2
Consolidated Statements of Cash Flows - USD ($)
 12 Months Ended
May 31, 2025
May 31, 2024
Cash flows from operating activities:    
Net loss $ (4,973,000) $ (5,978,000)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 87,000 81,000
Provision (recovery) for allowance for credit losses 8,000 (10,000)
Provision (recovery) for inventory reserves 4,000 (205,000)
Share-based compensation 460,000 837,000
Amortization of right-of-use asset 313,000 293,000
Changes in assets and liabilities:    
Accounts receivable 209,000 (215,000)
Inventories 882,000 (115,000)
Prepaid expenses and other (17,000) 62,000
Other assets 8,000 (44,000)
Accounts payable and accrued expenses (466,000) 246,000
Accrued compensation 1,000 (41,000)
Advances from customers (30,000) 25,000
Reduction in lease liabilities (327,000) (297,000)
Net cash used in operating activities (3,841,000) (5,361,000)
Cash flows from investing activities:    
Purchases of property and equipment (51,000)
Expenditures related to intangibles (37,000) (64,000)
Net cash used in investing activities (37,000) (115,000)
Cash flows from financing activities:    
Gross proceeds from sale of common stock 2,143,000
Deferred offering costs (3,000) (81,000)
Costs from sale of common stock (44,000)
Proceeds from exercise of stock options 15,000
Net cash provided by (used in) financing activities 2,111,000 (81,000)
Effect of exchange rate changes in cash (3,000) 8,000
Net decrease in cash and cash equivalents (1,770,000) (5,549,000)
Cash and cash equivalents at beginning of year 4,170,000 9,719,000
Cash and cash equivalents at end of year 2,400,000 4,170,000
Cash paid during the year for:    
Income taxes 10,000 41,000
Non-cash investing and financing activities:    
Deferred Offering Costs $ 84,000
v3.25.2
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
May 31, 2025
May 31, 2024
Pay vs Performance Disclosure [Table]    
Net Income (Loss) $ (4,973,000) $ (5,978,000)
v3.25.2
Insider Trading Arrangements
 12 Months Ended
May 31, 2025
Insider Trading Arrangements [Line Items]  
No Insider Trading Flag true
v3.25.2
Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
May 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Abstract]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block] We have implemented and maintain an information security program designed to identify, assess, and manage material risks from cybersecurity threats to our critical computer networks, third party hosted services, communications systems, hardware and software, and our critical data including intellectual property, clinical trial participant and patient-related data, and confidential information that is proprietary, strategic or competitive in nature, or collectively, Information Systems and Data. 

Our cybersecurity threat risk management processes include the following, among others:

 

  ● We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management particularly since we utilize a third-party IT managed services vendor. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team works closely with our IT department and our IT managed services to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.
     
  ● Our IT managed services vendor implements and maintains various technical, and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example: information security policies, network and device security, encryption standards, incident response plans, disaster recovery plans, risk management, vulnerability detection as well as security tools such as firewalls, malware protection tools, secure authentication tools, centralized logging and monitoring tools, threat intelligence tools, and data protection tools.
     
  ● We maintain continuous oversight through regular monitoring, which includes annual evaluations of Service Organization Control (SOC) reports for our providers and the implementation of additional complementary controls as needed. This proactive approach is designed to mitigate risks related to data breaches or other security incidents that could originate from third-party interactions.

 

The Board of Directors oversees cybersecurity risk management, including the practices that management implements to prevent, detect and address risks from cybersecurity threats. The Board of Directors receives regular quarterly briefings on cybersecurity risks including any cybersecurity incidents or threats that may occur or have occurred from the CFO. The Board of Directors may also promptly receive information regarding any material cybersecurity incident that may occur, including any ongoing updates regarding the same.

 

For a description of the risks from cybersecurity threats that may materially affect us and how those risks may affect us see “Failures in our information technology and storage systems or data security breaches could significantly disrupt our business or force us to expend excessive costs” under Part I, Item 1A. Risk Factors in this Annual Report on Form 10-K.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team works closely with our IT department and our IT managed services to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.
Cybersecurity Risk Board of Directors Oversight [Text Block] The Board of Directors oversees cybersecurity risk management, including the practices that management implements to prevent, detect and address risks from cybersecurity threats.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] The Board of Directors receives regular quarterly briefings on cybersecurity risks including any cybersecurity incidents or threats that may occur or have occurred from the CFO. The Board of Directors may also promptly receive information regarding any material cybersecurity incident that may occur, including any ongoing updates regarding the same.
v3.25.2
ORGANIZATION
 12 Months Ended
May 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION

NOTE 1: ORGANIZATION

 

Biomerica, Inc. and its subsidiaries (which includes wholly-owned subsidiaries, Biomerica de Mexico and BioEurope GmbH) is a global 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 medical conditions and diseases. Our diagnostic test products utilize immunoassay technology to analyze blood, urine, nasal, or fecal material from patients in the diagnosis of various diseases, food intolerances and other medical complications, and to measure the level of specific hormones, antibodies, antigens, or other substances, which may exist in the human body in extremely small concentrations. Our other existing products are primarily focused on gastrointestinal diseases, food intolerances, and certain esoteric tests. 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 products are directed at chronic inflammatory illnesses that are widespread, common, and address very large markets. Our inFoods® IBS product uses a simple blood sample and is designed to identify patient-specific foods that, when removed from the 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 specific foods that may be causing an abnormally high immune response in the patient, which in turn can lead to abdominal pain and cramping, bloating, diarrhea and constipation. A food identified as positive, which is causing an abnormal immune response in the patient, is simply removed from the diet to help alleviate IBS symptoms.

 

Our existing medical diagnostic products are sold worldwide primarily in two markets: a) clinical laboratories and b) point-of-care (physicians’ offices and over-the-counter). Most of our products have been granted Conformite Europeenne (“CE”) marked regulatory clearance for sale throughout Europe, and/or are 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.

 
v3.25.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
May 31, 2025
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

PRINCIPLES OF CONSOLIDATION

 

The consolidated financial statements for the years ended May 31, 2025 and 2024, include the accounts of Biomerica, Inc. (“Biomerica”) as well as its wholly-owned German subsidiary (“BioEurope GmbH”) and Mexican subsidiary (“Biomerica de Mexico”). All significant intercompany accounts and transactions have been eliminated in consolidation.

 

ACCOUNTING ESTIMATES

 

The preparation of our consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the financial statements. These estimates also impact the reported amounts of revenues and expenses during the reporting period. Key estimates include the allowance for doubtful accounts, based on both current and historical practices with customers; variable consideration in revenue recognition, estimated based on agreements that include guarantees of specified profit margins, requiring adjustments based on actual sales performance and market conditions, stock option forfeiture rates, calculated using historical data; and inventory obsolescence, where inventory is stated at the lower of cost or net realizable value (NRV) and assessed through judgments based on projected and historical usage of materials. The valuation of lease liabilities and right-of-use assets also involves assumptions such as the borrowing rate at lease commencement and the likelihood of lease extensions.

 

These estimates are critical to our financial reporting, and actual results could materially differ from those estimates.

 

 

REVERSE STOCK SPLIT

 

Effective April 21, 2025 (the “Effective Date”), the Company’s board of directors approved a one-for-eight reverse stock split of the Company’s outstanding shares of common stock (the “Reverse Stock Split”). Each 8 shares of the common stock of the Company, par value of $0.08 per share, issued and outstanding immediately prior to the Reverse Stock Split automatically reclassified, combined, converted and changed into one fully paid and non-assessable share of common stock. Beginning with the opening of trading on the Effective Date, our common stock began trading on Nasdaq on a split-adjusted basis under the same symbol, “BMRA.” In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options entitling the holders to purchase shares of the Company’s common stock and upon the vesting of restricted stock units. No fractional shares were issued as a result of the Reverse Stock Split. Instead, the Company’s stockholders who otherwise would have been entitled to a fraction of a share received a full share of common stock. The Reverse Stock Split did not change the number of authorized shares of our common stock or preferred stock as set forth in our Certificate of Incorporation, as amended. All common stock, per share and related information presented in the accompanying consolidated financial statements for periods prior to the date of the Reverse Stock Split, have been retroactively adjusted to reflect the Reverse Stock Split.

 

LIQUIDITY AND GOING CONCERN

 

The Company has incurred net losses and negative cash flows from operations and has an accumulated deficit of approximately $53,168,000 as of May 31, 2025. As of May 31, 2025, the Company had cash and cash equivalents of approximately $2,399,000 and working capital of approximately $3,135,000.

 

On September 28, 2023, the Company filed a new “shelf” registration statement on Form S-3 with the SEC, to replace the expiring S-3 that was filed in July 2020, which was declared effective on September 29, 2023, allowing the Company to issue up to $20,000,000 in common shares. Under this registration statement, shares of our common stock may be sold from time to time for up to three years from the filing date. On May 10, 2024, the Company filed a prospectus supplement with the SEC to facilitate the sale of up to $5,500,000 in common stock through ATM offerings, as defined in Rule 415 under the Securities Act (the “2024 ATM Offering”). As part of this transaction, the Company incurred $81,000 in deferred offering costs during the year ended May 31, 2024.

 

During the year ended May 31, 2025, the Company sold 440,687 shares of its common stock at prices ranging from $3.06 to $8.32 pursuant to the ATM Agreement, which resulted in gross proceeds of approximately $2,143,000 and net proceeds to the Company of $2,015,000, after deducting commissions for each sale and legal, accounting, and other fees related to offering in the amount of $128,000.

 

The Company intends to use the net proceeds from any funds raised through the ATM offering for general corporate purposes, including, but not limited to, sales and marketing activities, clinical studies and product development, acquisitions of assets, businesses, companies, or securities, capital expenditures, and working capital needs

 

As of May 31, 2025 and 2024, the Company had cash and cash equivalents of approximately $2,399,000 and $4,170,000, respectively. As of May 31, 2025 and 2024, the Company had working capital of approximately $3,135,000 and $5,527,000, respectively.

 

The Company’s ability to continue as a going concern over the next twelve months is influenced by several factors, including:

 

  ● Our need and ability to generate additional revenue from international opportunities and sales within the US of existing products, and from our new product launches;
  ● Our need to access the capital and debt markets to meet current obligations and fund operations;
  ● Our capacity to manage operating expenses and maintain or increase gross margins as we grow;
  ● Our ability to retain key employees and maintain critical operations with a substantially reduced workforce; and
  ● Certain SEC regulations that limit the amount of capital the Company can raise through issuance of its equity.

 

Management has analyzed the Company’s cash flow requirements through August 2026 and beyond. Based on this analysis, we believe our current cash and cash equivalents are insufficient to meet our operating cash requirements and strategic growth objectives for the next twelve months.

 

To address our capital needs and sustain operations beyond the next year, we are actively pursuing strategies to increase sales, reduce expenses, sell non-core assets, seek additional financing through debt or equity, and seek other strategic alternatives. While we are committed to these plans, there is no assurance that these efforts will be successful or sufficient to meet our capital requirements

 

These factors raise substantial doubt about the Company’s ability to continue as a going concern. Our future viability depends on the successful execution of our strategic plans, securing additional financing, and achieving profitable operations.

 

The Company’s consolidated financial statements as of May 31, 2025 were prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company has financial instruments whereby the fair market value of the financial instruments could be different than the amount recorded on a historical basis. The Company’s consolidated financial instruments consist of its cash and cash equivalents, accounts receivable, and accounts payable. The carrying amounts of the Company’s financial instruments approximate their fair values. The Company also maintains an investment in a privately held company (see below).

 

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 Company provides credit in the normal course of business to customers throughout the United States and in foreign markets. The Company performs ongoing credit evaluations of its customers and requires accelerated prepayment in some circumstances.

 

Our net sales were approximately $5,311,000 for fiscal 2025, compared to $5,415,000 for fiscal 2024. For the fiscal years ended May 31, 2025, and 2024, the Company had two and one distributor each year that accounted for 41% and 33% of our net sales, respectively.

 

Total gross receivables as of May 31, 2025, and 2024 were approximately $757,000 and $966,000, respectively. As of May 31, 2025, and 2024, the Company had four distributors, respectively, that accounted for a total of 69% and 64% of gross accounts receivable, respectively. Of the 69% as of May 31, 2025, 27% was owed by a distributor in North America.

 

For the fiscal year ended May 31, 2025, purchases from one vendor accounted for approximately 12% of the Company’s raw material purchases, compared to approximately 16% for the fiscal year ended May 31, 2024.

 

 

GEOGRAPHIC CONCENTRATION

 

As of May 31, 2025 and 2024, approximately $483,000 and $537,000, respectively, of Biomerica’s gross inventory was located in Mexicali, Mexico.

 

As of May 31, 2025 and 2024, approximately $10,000 and $14,000, respectively, of Biomerica’s property and equipment, net of accumulated depreciation and amortization, was located in Mexicali, Mexico.

 

CASH AND CASH EQUIVALENTS

 

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

 

ACCOUNTS RECEIVABLE, NET

 

The Company extends unsecured credit to its customers as part of its standard business practices. International customers are typically required to prepay until a credit history with the Company is established, at which point credit levels are determined based on various criteria. Initial credit limits for distributors are approved by designated officers or managers, while any increases require authorization from upper-level management.

 

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 adjusted the allowance for doubtful accounts accordingly. Balances over ninety days old were usually reserved for unless collection was 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.

 

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

 

As of May 31, 2025 and 2024, the Company has established an allowance of approximately $26,000 and $19,000, 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 utilized.

 

As of May 31, 2025 and 2024, the prepaids were approximately $255,000 and $238,000, respectively, comprised 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 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 production facilities.

 

 

The following is a summary of approximate net inventories:

 

 SCHEDULE OF NET INVENTORIES

   2025   2024 
   May 31, 
   2025   2024 
Raw materials  $1,071,000   $1,519,000 
Work in progress   743,000    1,145,000 
Finished products   147,000    179,000 
Total gross inventory  $1,961,000   $2,843,000 
Inventory reserve   (471,000)   (467,000)
Inventories, net  $1,490,000   $2,376,000 

 

Reserves for inventory obsolescence are recorded as necessary to reduce obsolete inventory to estimated net realizable value or to specifically reserve for obsolete inventory. As of May 31, 2025 and 2024, inventory reserves were approximately $471,000 and $467,000, respectively.

 

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 are 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 amounted to approximately $66,000 and $63,000 for the years ended May 31, 2025 and 2024, respectively.

 

INTANGIBLE ASSETS, NET

 

Intangible assets include trademarks, product rights, technology rights, and patents, and are accounted for based on Accounting Standards Codification (“ASC”), ASC 350 Intangibles – Goodwill and Other (“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 amortized on a straight-line basis over their estimated useful lives, not to exceed 18 years for marketing and distribution rights and 10 years for purchased technology use rights. Patents are amortized over their individual useful lives, which average approximately 15 years. Amortization expense was approximately $21,000 and $18,000 for the fiscal years ended May 31, 2025 and 2024, respectively. Intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable.

 

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. There was no impairment of intangible assets for the years ended May 31, 2025 and 2024.

 

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 dividend and interest 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 May 31, 2025 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 Holding during the year ended May 31, 2025.

 

 

SHARE-BASED COMPENSATION

 

The Company follows the guidance of ASC 718, Share-based Compensation, 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. The Company grants stock options and restricted stock units (“RSUs”) under its equity incentive plans. The Company measures all share-based payment awards at their grant-date fair value. RSUs are valued based on the fair value of the Company’s common stock on the date of grant. The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model that uses assumptions for expected volatility, expected dividends, expected forfeiture rate, expected term, and the risk-free interest rate. 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 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 $460,000 and $837,000 of share-based compensation during the years ended May 31, 2025 and 2024, respectively.

 

In applying the Black-Scholes option-pricing model, the following assumptions used in the valuation of awards issued for years ended May 31, 2025 and 2024:

 

 

   For the year ended May 31, 
   2025   2024 
Dividend yield   0%   0%
Expected volatility   105.90 - 117.41%   100.54 - 111.98%
Risk free interest rate   3.68 - 4.52%   4.00 - 4.59%
Expected term   4.69 - 6.25 years   4.69 - 6.25 years 

 

REVENUE RECOGNITION

 

The Company has various contracts with customers, and these contracts specify the recognition of revenue based on the nature of the transaction.

 

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 title passes. This applies to clinical lab products sold to domestic and international distributors, including hospitals, clinical laboratories, medical research institutions, medical schools, and pharmaceutical companies. OTC products are sold directly to drug stores, e-commerce customers, and distributors, while physicians’ office products are sold to physicians and distributors. The Company does not allow returns except in cases of defective merchandise, and therefore, does not establish an allowance for returns. Additionally, the Company has contracts with customers that provide purchase discounts contingent on achieving specified sales volumes. These contracts are regularly evaluated, and the Company does not anticipate granting any discounts through the end of the contract period.

 

Furthermore, the Company offers margin guarantees to certain retail drug store customers to ensure a minimum profit margin. Should pricing adjustments cause these margins to fall below the agreed-upon thresholds, the Company is committed to compensating for the shortfall. This arrangement introduces variable consideration into our revenue recognition process. These considerations are estimated monthly based on actual sales and potential price reductions, ensuring accurate and compliant revenue reporting.

 

For diagnostic testing services sold directly to patients or physician offices that require processing by a third-party CLIA-certified lab, we recognize revenue once the lab has completed the test results.

 

For services related to contract manufacturing, revenue is recognized when the service has been performed. Services for some contract work are invoiced and recognized as the project progresses.

 

As of May 31, 2025, the Company had approximately $55,000 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 are sold:

 

 SCHEDULE OF DISAGGREGATION REVENUE

   2025   2024 
   For Year Ended May 31, 
   2025   2024 
Clinical lab  $3,181,000   $3,236,000 
Over-the-counter   1,049,000    1,426,000 
Contract manufacturing   1,070,000    741,000 
Physician’s office   11,000    12,000 
Total  $5,311,000   $5,415,000 

 

See Note 8 for additional information regarding geographic revenue concentrations.

 

SHIPPING AND HANDLING FEES

 

The Company includes shipping and handling fees billed to customers in net sales.

 

RESEARCH AND DEVELOPMENT

 

Research and development costs are expensed as incurred. The Company expensed approximately $1,023,000 and $1,491,000 of research and development costs during the years ended May 31, 2025 and 2024, respectively.

 

INCOME TAXES

 

The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements that will result in taxable or deductible amounts in future years and the benefits of net operating loss and tax credit carryforwards. These temporary differences and the benefits of net operating loss and tax credit carryforwards are measured using enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets to the extent that management considers it is more likely than not that a deferred tax asset will not be realized. In determining the valuation allowance, the Company considers factors such as the reversal of deferred income tax assets, projected taxable income, and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense. As of May 31, 2025 and 2024, in accordance with ASC 740, the Company has a valuation allowance for all of its net deferred tax assets. During the year ended May 31, 2025, this valuation allowance was increased to $11,748,000, which fully covers the net deferred tax asset of $11,748,000.

 

The Company accounts for its uncertain tax provisions by using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, based solely on the technical merits, that the position will be sustained in an audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the appropriate amount of the benefit to recognize. The amount of benefit to recognize is measured as the maximum amount which is more likely than not to be realized. The tax position is derecognized when it is no longer more likely than not capable of being sustained. On subsequent recognition and measurement, the maximum amount which is more likely than not to be recognized at each reporting date will represent the Company’s best estimate, given the information available at the reporting date, although the outcome of the tax position is not absolute or final. The Company elected to follow an accounting policy to classify accrued interest related to liabilities for income taxes within the “Interest expense” line and penalties related to liabilities for income taxes within the “Other expense” line of the consolidated statements of operations and comprehensive loss.

 

During the year ended May 31, 2025, the Company had a net operating loss (“NOL”) that generated deferred tax assets for NOL carryforwards. Deferred income tax assets and 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 May 31, 2025.

 

The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. For the year ended May 31, 2025, the Company had no accrued interest or penalties related to uncertain tax positions.

 

ADVERTISING COSTS

 

The Company reports the cost of all advertising as expense in the period in which those costs are incurred. Advertising costs were approximately $35,000 and $101,000 for the years ended May 31, 2025 and 2024, respectively.

 

FOREIGN CURRENCY TRANSLATION

 

The subsidiary located in Mexico operates primarily using the Mexican peso. The subsidiary located in Germany operates primarily using 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 year, and revenues and costs are translated using average exchange rates for the year. The resulting adjustments to assets and liabilities are presented as a separate component of accumulated other comprehensive loss. There are no foreign currency transaction gains or losses that are included in the consolidated statements of operations and comprehensive loss for the years ended May 31, 2025 and 2024.

 

 

RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update which requires lessees to recognize most leases on the balance sheet with a corresponding right-of-use asset. 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 arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the 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 to the extent that the option is reasonably certain of exercise. The leases do not include the options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. For additional information, see Note 9-Commitments and Contingencies.

 

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 amounts of anti-dilutive stock options not included in the loss per share calculation for the years ended May 31, 2025 and 2024 were 413,866 and 434,954, respectively.

 

SEGMENT REPORTING

 

The Company defines its segments on the basis in which internally reported financial information is reviewed by the CODM to analyze financial performance, make decisions, and allocate resources. The Company manages its operations as a single operating and reportable segment, which focus on the development, manufacture, marketing, and sale of diagnostic products. As all material financial information is included in the consolidated results, the Company has identified one reportable segment. The CODM uses net loss and cash flow information to evaluate performance, including detailed cost information as part of the budget and forecasting process and considers budget-to-actual variances on a regular basis when making decisions about the allocation of operating and capital resources. The measure of profit or loss of the operating segment is net loss as reported in the consolidated financial statements included in this annual report.

 

The accounting policies used in the segment reporting are the same as those described in the summary of significant accounting policies. The Company’s CODM is the Chief Executive Officer.

 

The Company’s reportable segment product sales, net and net income (loss) for the years ended May 31, 2025 and 2024 consisted of the following :

 

   2025   2024 
   For the Year Ended May 31, 
   2025   2024 
Net sales  $5,311,000   $5,415,000 
Cost of sales   (4,813,000)   (4,804,000)
Gross profit   498,000    611,000 
           
Operating expenses:          
Sales and marketing expense   1,628,000    2,339,000 
General and administrative expense   2,984,000    3,148,000 
Research and development expense   1,023,000    1,491,000 
Total operating expense   5,635,000    6,978,000 
           
Loss from operations   (5,137,000)   (6,367,000)
           
Other income:          
Dividend and interest income   165,000    431,000 
Total other income   165,000    431,000 
           
Loss before income taxes   (4,972,000)   (5,936,000)
           
Provision for income taxes   (1,000)   (42,000)
           
Net loss  $(4,973,000)  $(5,978,000)

 

REPORTING COMPREHENSIVE LOSS

 

Comprehensive loss represents net loss and any revenues, expenses, gains and losses that, under GAAP, are excluded from net loss and recognized directly as a component of shareholders’ equity. Items of other comprehensive loss consist solely of foreign currency translation adjustments for the years ended May 31, 2025 and 2024.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

Recent ASU’s issued by the FASB and guidance issued by the 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 November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures.” The ASU includes enhanced disclosure requirements, primarily related to significant segment expenses that are regularly provided to and used by the CODM. The amendments are to be applied retrospectively to all prior periods presented in the financial statements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company adopted ASU 2023-07 on May 31, 2025, and the adoption of this update did not have a material impact on the Company’s consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The ASU includes enhanced disclosure requirements, primarily related to the rate reconciliation and income taxes paid information. The amendments are to be applied prospectively in the financial statements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on May 31, 2025, and the adoption of this update did not have a material impact on the Company’s consolidated financial statements.

 

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)”. The ASU includes enhanced disclosure requirements, which mandates enhanced transparency in financial statements by requiring detailed disclosures of specific expenses like inventory purchases, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the effect of adopting this pronouncement on our financial statements and disclosures.

 

 
v3.25.2
PROPERTY AND EQUIPMENT, NET
 12 Months Ended
May 31, 2025
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET

NOTE 3: PROPERTY AND EQUIPMENT, NET

 

The following is an approximate breakdown of property and equipment, net of accumulated depreciation:

 

 SCHEDULE OF PROPERTY AND EQUIPMENT, NET

   2025   2024 
   May 31, 
   2025   2024 
Equipment  $1,384,000   $1,384,000 
Furniture, fixtures and leasehold improvements   211,000    211,000 
Less accumulated depreciation   (1,460,000)   (1,394,000)
Net property and equipment  $135,000   $201,000 

 
v3.25.2
INTANGIBLE ASSETS, NET
 12 Months Ended
May 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS, NET

NOTE 4: INTANGIBLE ASSETS, NET

 

The following is an approximate breakdown of intangible assets, net of accumulated amortization:

 

 SCHEDULE OF INTANGIBLE ASSETS, NET

   2025   2024 
   May 31, 
   2025   2024 
Patents  $297,000   $260,000 
Less accumulated amortization-patents   (69,000)   (48,000)
Intangible assets, net  $228,000   $212,000 

 

Expected amortization of intangible assets for the years ending May 31:

 

 SCHEDULE OF EXPECTED AMORTIZATION OF INTANGIBLE ASSETS

      
2026  $20,000 
2027   20,000 
2028   20,000 
2029   20,000 
2030   20,000 
Thereafter   128,000 
Total  $228,000 

 
v3.25.2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 12 Months Ended
May 31, 2025
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 5: ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

The following is an approximate breakdown of accounts payable and accrued expenses balances:

 

 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

   2025   2024 
   May 31, 
   2025   2024 
Accounts payable  $295,000   $560,000 
Accrued expenses   377,000    578,000 
Total  $672,000   $1,138,000 

 

As of May 31, 2025, the Company had one vendor that accounted for 20% of accounts payable. As of May 31, 2024, the Company had two vendors that accounted for 36% of accounts payable.

 

 
v3.25.2
SHAREHOLDERS’ EQUITY
 12 Months Ended
May 31, 2025
Equity [Abstract]  
SHAREHOLDERS’ EQUITY

NOTE 6: SHAREHOLDERS’ EQUITY

 

STOCK OPTION AND RESTRICTED STOCK PLANS

 

In December 2014, the Company adopted and shareholders approved a stock option and restricted stock plan (the “2014 Plan”). Subsequently, in December 2017, the Company adopted and shareholders approved a stock option and restricted stock plan (the “2017 Plan”). In February 2020, the Board approved the 2020 Stock Incentive Plan (the “2020 Plan” and on December 11, 2020, the shareholders of the Company approved the 2020 Plan. In April 2023, the Board approved the Company’s 2023 Stock Incentive Plan (the “2023 Plan”) and on December 7, 2023, the shareholders of the Company approved the 2023 Plan. On December 13, 2024, the Board approved the Company’s 2024 Stock Incentive Plan (the “2024 Plan” and collectively with the 2014 Plan, 2017 Plan, 2020 Plan and 2023 Plan, the “Equity Incentive Plans”) and on December 7, 2024, the shareholders of the Company approved the 2024 Plan.

 

The Equity Incentive Plans provide that non-qualified options and incentive stock options and restricted stock may be granted to directors, affiliates, employees, or consultants of the Company. The Equity Incentive Plans authorize awards representing up to 112,500,112,500, 150,000, and 200,000 shares of the Company’s common stock to be issued under the 2017 Plan, 2020 Plan, 2023 Plan, and 2024 Plan, respectively. Awards granted under the Equity Incentive Plans typically vest over 4 years. Options granted under the Equity Incentive Plans will be granted at prices not less than 80% of the then fair market value of the common stock and will expire not more than 10 years after the date of grant. The 2017 Plan expires in December 2027, the 2020 Plan expires in December 2030, the 2023 Plan expires in December 2033, and 2024 Plan expires in December 2034.

 

Stock-based compensation expense for the years ended May 31, 2025 and 2024 is as follows:

 

 SCHEDULE OF STOCK BASED COMPENSATION EXPENSE

   2025   2024 
   For the Year Ended May 31, 
   2025   2024 
Cost of sales  $37,000   $70,000 
Selling, general and administrative   415,000    742,000 
Research and development   8,000    25,000 
Total stock option expense  $460,000   $837,000 

 

Activity as to aggregate stock options outstanding is as follows:

 

 

   Number of Stock Options   Weighted Average Exercise Price   Aggregate Intrinsic Value 
Options Outstanding at May 31, 2023   292,547   $28.16   $146,000 
Options granted   167,313   $9.02   $- 
Options canceled or expired   (24,906)  $36.95   $- 
Options Outstanding at May 31, 2024   434,954   $20.29   $- 
Options granted   53,630   $2.78   $- 
Options exercised   (2,375)  $6.56   $4,000 
Options canceled or expired   (72,343)  $13.47   $- 
Options Outstanding at May 31, 2025   413,866   $19.29   $18,000 
Options vested and exercisable at May 31, 2025   296,578   $24.00   $- 

 

The weighted average grant date fair value of options granted during 2025 and 2024 were $2.33 and $6.40, respectively.

 

Activity as to RSUs outstanding is as follows:

 

 SCHEDULE OF ACTIVITY OF RESTRICTED STOCK UNITS

       Weighted 
       Average 
   Number of   Grant Date 
   RSUs   Fair Value 
Unvested RSUs at May 31, 2024   -   $- 
Granted   97,500    2.51 
Unvested RSUs at May 31, 2025   97,500   $2.51 

 

Stock-based compensation expense recognized related to RSUs for the years ended May 31, 2025 and 2024 is $64,000 and $0, respectively.

 

As of May 31, 2025, total stock-based compensation expense related to non-vested stock option awards not yet recognized totaled approximately $535,000 and total stock-based compensation expense related to non-vested RSUs not yet recognized totaled approximately $181,000. The weighted-average period over which these amounts are expected to be recognized is 2.38 years and 2.48 years, respectively. The weighted average remaining contractual term of options that were exercisable on May 31, 2025 was 5.35 years. The weighted average remaining contractual term of options that were vested, exercisable, or expected to vest on May 31, 2025 was 6.24 years.

 

COMMON STOCK ACTIVITY

 

On September 28, 2023, the Company filed a “shelf” registration statement on Form S-3 with the SEC, allowing the Company to issue up to $20,000,000 in common shares. Under this registration statement, shares of our common stock may be sold from time to time for up to three years from the filing date. On May 10, 2024, the Company filed a prospectus supplement with the SEC, as part of the registration statement filed on September 28, 2023, which was declared effective on September 29, 2023. This supplement was intended to facilitate the sale of up to $5,500,000 in common stock through ATM offerings, as defined in Rule 415 under the Securities Act.

 

During the year ended May 31, 2025, the Company sold 440,687 shares of its common stock at prices ranging from $3.06 to $8.32 pursuant to the ATM Agreement, which resulted in gross proceeds of approximately $2,143,000 and net proceeds to the Company of $2,015,000, after deducting commissions for each sale and legal, accounting, and other fees related to offering in the amount of $128,000, including $84,000 of previously capitalized deferred offering cost.

 

PREFERRED STOCK ACTIVITY

 

There was no preferred stock activity for the years ended May 31, 2025 and 2024.

 

 
v3.25.2
INCOME TAXES
 12 Months Ended
May 31, 2025
Income Tax Disclosure [Abstract]  
INCOME TAXES

NOTE 7: INCOME TAXES

 

Provision for income taxes for the years ended May 31 consists of the following:

 

 SCHEDULE OF PROVISION FOR INCOME TAXES

   2025   2024 
   For the Year Ended May 31, 
   2025   2024 
Current:          
U.S. Federal  $-   $- 
Foreign Taxes Subsidiaries   -    (41,000)
State and local   (1,000)   (1,000)
Total current   (1,000)   (42,000)
Deferred:          
U.S. Federal   -    - 
State and local   -    - 
Total deferred   -    - 
Income tax expense  $(1,000)  $(42,000)

 

Provision for income taxes differs from the amounts computed by applying the U.S. Federal income tax rate applicable for each year (21% for 2025 and 2024) to pretax income as a result of the following:

 

 

   2025   2024 
   For the Year Ended May 31, 
   2025   2024 
Computed “expected” tax benefit  $1,044,000   $1,247,000 
Increase (reduction) in income taxes resulting from:          
Change in valuation allowance   (1,379,000)   (1,428,000)
State income taxes, net of federal benefit   337,000    459,000 
Permanent tax differences and other   75,000    (148,000)
Stock based compensation benefit   (3,000)   - 
Foreign taxes of subsidiaries   (75,000)   (172,000)
Income tax expense  $(1,000)  $(42,000)

 

The tax effect of significant temporary differences is presented below:

 

 

   2025   2024 
   May 31, 
   2025   2024 
Deferred tax assets:          
Accounts receivable, principally due to allowance for credit losses  $9,000   $5,000 
Inventory valuation   132,000    131,000 
Compensated absences   7,000    144,000 
Net operating loss carryforwards   7,840,000    6,658,000 
Tax credit carryforwards   89,000    1,380,000 
Deferred rent expense/capitalized leases   1,450,000    11,000 
Stock options   1,656,000    1,561,000 
Sec 174 capitalized costs   1,000    501,000 
Losses of foreign subsidiaries and other, net   567,000    2,000 
Accumulated depreciation and amortization   (3,000)   (24,000)
Total deferred tax assets   11,748,000    10,369,000 
Less valuation allowance   (11,748,000)   (10,369,000)
Net deferred tax asset  $-   $- 

 

The Company has provided a valuation allowance of approximately $11,748,000 and $10,369,000 as of May 31, 2025 and 2024, respectively. The net change in the valuation allowance for the years ended May 31, 2025 and 2024 was an increase of $1,379,000 and $1,428,000, respectively. The Company has recorded a full valuation allowance against its United States and foreign deferred tax assets in each of the years ended May 31, 2025 and 2024 because the Company’s management believes that it is more likely than not that these assets will not be realized.

 

On May 31, 2025, the Company has Federal income tax net operating loss carryforwards of approximately $28,378,000. On May 31, 2025, the Company has California state income tax net operating loss carryforwards of approximately $26,921,000. For tax reporting purposes, operating loss carryforwards are available to offset future taxable income; such carryforwards expire in varying amounts beginning in 2025 and 2039 for federal and state purposes, respectively. Federal net operating losses beginning in 2018 have no expiration date.

 

 

As of May 31, 2025, the Company has Federal research and development tax credit carryforward of approximately $978,000. The Federal credits begin to expire in 2028. The Company also had similar credit carryforwards for state purposes of $596,000 on May 31, 2025, which do not expire.

 

Pursuant to Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss (“NOL”) and credit carryforwards may be limited by statute because of a cumulative change in ownership of more than 50%. Pursuant to Sections 382 and 383 of the IRC, the annual use of the Company’s NOLs and credit carryforwards would be limited if there is a cumulative change of ownership (as that term is defined in Section 382(g) of the IRC of greater than 50% in a three-year period). Management has not performed an analysis to determine if the Company has had a cumulative change in ownership of greater than 50%.

 

For the year ended May 31, 2025, the Company performed an analysis and has not identified any uncertain tax positions as defined under ASC 740. Should such position be identified in the future, and should the Company owe interest and penalties as a result of this, these would be recognized as interest expense and other expense, respectively, in the consolidated financial statements. The Company is generally no longer subject to any income tax examinations by US federal or state tax authorities for years before fiscal 2021.

 

The 2017 Tax Cuts and Jobs Act (TCJA) changed the treatment of Section 174 research and experimental costs beginning January 1, 2022. Historically, taxpayers had the option of expensing Section 174 costs currently or amortizing over five years. The TCJA provision required taxpayers to capitalize such costs and amortize over five years for research conducted domestically or fifteen years if conducted outside of the U.S.

 

The One Big Beautiful Bill Act (“OBBBA”) was signed by President Trump on July 4, 2025. OBBBA generally removes the capitalization requirement for domestic research and development expenditures, allowing the Company the option to expense Section 174 costs again. We do not expect this change in law to have any material effect on the Company.

 
v3.25.2
GEOGRAPHIC INFORMATION
 12 Months Ended
May 31, 2025
Segment Reporting [Abstract]  
GEOGRAPHIC INFORMATION

NOTE 8: GEOGRAPHIC INFORMATION

 

The Company operates as one segment. Geographic information regarding net sales is approximately as follows:

 

   For the Year Ended May 31, 
   2025   2024 
Asia  $1,718,000    32%  $1,881,000    35%
Europe   1,297,000    24%   1,438,000    27%
North America   1,658,000    31%   1,285,000    24%
Middle East   630,000    13%   800,000    14%
South America   8,000    0%   11,000    0%
Total  $5,311,000    100%  $5,415,000    100%

 
v3.25.2
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
May 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 9: COMMITMENTS AND CONTINGENCIES

 

OPERATING LEASES

 

The Company leases facilities in Irvine, California and Mexicali, Mexico.

 

As of May 31, 2025, the Company had approximately 22,000 square feet of floor space at its corporate headquarters at 17571 Von Karman Avenue in Irvine, California. This facility includes administration, research and development, certain manufacturing, shipping and inventory storage. The lease for its headquarters expires in August 2026. The Company has the option to extend the lease for an additional five-year term. The Company made a security deposit of approximately $22,000.

 

In November 2016, the Company’s Mexican subsidiary, Biomerica de Mexico, entered into a 10-year lease for approximately 8,100 square feet of manufacturing space. The Company has one 10-year option to renew at the end of the initial lease period. Biomerica de Mexico also leases a smaller unit on a month-to-month basis for use in one manufacturing process.

 

In addition, the Company leases a small office in Lindau, Germany on a month-to-month basis, as headquarters for BioEurope GmbH, its Germany subsidiary.

 

For purposes of determining straight-line rent expense, the lease term is calculated from the date the Company first takes possession of the facility, including any periods of free rent and any renewal options periods that the Company is reasonably certain of exercising. The Company’s office and equipment leases generally have contractually specified minimum rent and annual rent increases are included in 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 some maintenance and 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.

 

 

The following table presents information on our operating leases for the years ended May 31, 2025 and 2024:

 

   2025   2024 
   For the Year Ended May 31, 
   2025   2024 
Operating lease cost  $353,000   $353,000 
Variable lease cost   11,000    11,000 
Short-term lease cost   11,000    14,000 
Total lease cost  $375,000   $378,000 

 

The future minimum lease payments of the Company’s operating lease liabilities by fiscal year are as follows:

 

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 

     
Year Ending May 31,    
   Operating Leases 
2026  $375,000 
2027   101,000 
Total minimum future lease payments   476,000 
Less: imputed interest   18,000 
Total operating lease liabilities  $458,000 

 

The following table summarizes the Company’s other supplemental lease information for the years ended May 31, 2025 and 2024:

 

   2025   2024 
   For the Year Ended May 31, 
   2025   2024 
Cash paid for operating lease liabilities  $366,000   $356,000 
Weighted-average remaining lease term (years)   1.23    2.27 
Weighted-average discount rate   6.50%   6.50%

 

The Company also has various insignificant leases for office equipment.

 

RETIREMENT SAVINGS PLAN

 

Effective September 1, 1986, the Company established a 401(k) plan for the benefit of its employees. The plan permits eligible employees to contribute to the plan up to the maximum percentage of total annual compensation allowable under the limits of IRC Sections 415, 401(k) and 404. The Company, at the discretion of its Board of Directors, may make contributions to the plan in amounts determined by the Board each year. No contributions by the Company have been made since the plan’s inception.

 

LITIGATION

 

The Company is, from time to time, involved in legal proceedings, claims, and litigation arising in the ordinary course of business. While the amounts claimed may be substantial, the ultimate liability cannot presently be determined because of considerable uncertainties that exist. Therefore, it is possible the outcome of such legal proceedings, claims, and litigation could have a material effect on quarterly or annual operating results or cash flows when resolved in a future period. However, based on facts currently available, management believes such matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

 

There were no legal proceedings pending as of May 31, 2025.

 

CONTRACT AND LICENSING AGREEMENTS

 

The Company has one royalty agreement in which it has obtained rights to manufacture and market certain products for the life of the products. Royalty expenses of approximately $7,000 and $10,000 is included in cost of sales for the agreement for each of the years ended May 31, 2025 and 2024, respectively. Sales of products manufactured under these agreements comprise approximately 1% of total sales for the years ended May 31, 2025 and 2024, respectively. The Company may license other products or technology in the future as it deems necessary for conducting business. The Company has other royalty agreements; however, they are not considered material.

 
v3.25.2
SUBSEQUENT EVENTS
 12 Months Ended
May 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10: SUBSEQUENT EVENTS

 

On July 21, 2025, the Company received a cash refund of approximately $1.1 million from the Internal Revenue Service (IRS) related to previously filed claims for the Employee Retention Credit (ERC), a refundable payroll tax credit under the Coronavirus Aid, Relief, and Economic Security (CARES) Act. This amount was recorded and collected subsequent to year-end.

 

In July and August 2025, the Company completed sales of its common stock under its At-the-Market (“ATM”) offering program, generating net proceeds of approximately $919,000 subsequent to year-end.
v3.25.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
May 31, 2025
Accounting Policies [Abstract]  
PRINCIPLES OF CONSOLIDATION

PRINCIPLES OF CONSOLIDATION

 

The consolidated financial statements for the years ended May 31, 2025 and 2024, include the accounts of Biomerica, Inc. (“Biomerica”) as well as its wholly-owned 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 our consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the financial statements. These estimates also impact the reported amounts of revenues and expenses during the reporting period. Key estimates include the allowance for doubtful accounts, based on both current and historical practices with customers; variable consideration in revenue recognition, estimated based on agreements that include guarantees of specified profit margins, requiring adjustments based on actual sales performance and market conditions, stock option forfeiture rates, calculated using historical data; and inventory obsolescence, where inventory is stated at the lower of cost or net realizable value (NRV) and assessed through judgments based on projected and historical usage of materials. The valuation of lease liabilities and right-of-use assets also involves assumptions such as the borrowing rate at lease commencement and the likelihood of lease extensions.

 

These estimates are critical to our financial reporting, and actual results could materially differ from those estimates.

 

 
REVERSE STOCK SPLIT

REVERSE STOCK SPLIT

 

Effective April 21, 2025 (the “Effective Date”), the Company’s board of directors approved a one-for-eight reverse stock split of the Company’s outstanding shares of common stock (the “Reverse Stock Split”). Each 8 shares of the common stock of the Company, par value of $0.08 per share, issued and outstanding immediately prior to the Reverse Stock Split automatically reclassified, combined, converted and changed into one fully paid and non-assessable share of common stock. Beginning with the opening of trading on the Effective Date, our common stock began trading on Nasdaq on a split-adjusted basis under the same symbol, “BMRA.” In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options entitling the holders to purchase shares of the Company’s common stock and upon the vesting of restricted stock units. No fractional shares were issued as a result of the Reverse Stock Split. Instead, the Company’s stockholders who otherwise would have been entitled to a fraction of a share received a full share of common stock. The Reverse Stock Split did not change the number of authorized shares of our common stock or preferred stock as set forth in our Certificate of Incorporation, as amended. All common stock, per share and related information presented in the accompanying consolidated financial statements for periods prior to the date of the Reverse Stock Split, have been retroactively adjusted to reflect the Reverse Stock Split.

 
LIQUIDITY AND GOING CONCERN

LIQUIDITY AND GOING CONCERN

 

The Company has incurred net losses and negative cash flows from operations and has an accumulated deficit of approximately $53,168,000 as of May 31, 2025. As of May 31, 2025, the Company had cash and cash equivalents of approximately $2,399,000 and working capital of approximately $3,135,000.

 

On September 28, 2023, the Company filed a new “shelf” registration statement on Form S-3 with the SEC, to replace the expiring S-3 that was filed in July 2020, which was declared effective on September 29, 2023, allowing the Company to issue up to $20,000,000 in common shares. Under this registration statement, shares of our common stock may be sold from time to time for up to three years from the filing date. On May 10, 2024, the Company filed a prospectus supplement with the SEC to facilitate the sale of up to $5,500,000 in common stock through ATM offerings, as defined in Rule 415 under the Securities Act (the “2024 ATM Offering”). As part of this transaction, the Company incurred $81,000 in deferred offering costs during the year ended May 31, 2024.

 

During the year ended May 31, 2025, the Company sold 440,687 shares of its common stock at prices ranging from $3.06 to $8.32 pursuant to the ATM Agreement, which resulted in gross proceeds of approximately $2,143,000 and net proceeds to the Company of $2,015,000, after deducting commissions for each sale and legal, accounting, and other fees related to offering in the amount of $128,000.

 

The Company intends to use the net proceeds from any funds raised through the ATM offering for general corporate purposes, including, but not limited to, sales and marketing activities, clinical studies and product development, acquisitions of assets, businesses, companies, or securities, capital expenditures, and working capital needs

 

As of May 31, 2025 and 2024, the Company had cash and cash equivalents of approximately $2,399,000 and $4,170,000, respectively. As of May 31, 2025 and 2024, the Company had working capital of approximately $3,135,000 and $5,527,000, respectively.

 

The Company’s ability to continue as a going concern over the next twelve months is influenced by several factors, including:

 

  ● Our need and ability to generate additional revenue from international opportunities and sales within the US of existing products, and from our new product launches;
  ● Our need to access the capital and debt markets to meet current obligations and fund operations;
  ● Our capacity to manage operating expenses and maintain or increase gross margins as we grow;
  ● Our ability to retain key employees and maintain critical operations with a substantially reduced workforce; and
  ● Certain SEC regulations that limit the amount of capital the Company can raise through issuance of its equity.

 

Management has analyzed the Company’s cash flow requirements through August 2026 and beyond. Based on this analysis, we believe our current cash and cash equivalents are insufficient to meet our operating cash requirements and strategic growth objectives for the next twelve months.

 

To address our capital needs and sustain operations beyond the next year, we are actively pursuing strategies to increase sales, reduce expenses, sell non-core assets, seek additional financing through debt or equity, and seek other strategic alternatives. While we are committed to these plans, there is no assurance that these efforts will be successful or sufficient to meet our capital requirements

 

These factors raise substantial doubt about the Company’s ability to continue as a going concern. Our future viability depends on the successful execution of our strategic plans, securing additional financing, and achieving profitable operations.

 

The Company’s consolidated financial statements as of May 31, 2025 were prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

 
FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company has financial instruments whereby the fair market value of the financial instruments could be different than the amount recorded on a historical basis. The Company’s consolidated financial instruments consist of its cash and cash equivalents, accounts receivable, and accounts payable. The carrying amounts of the Company’s financial instruments approximate their fair values. The Company also maintains an investment in a privately held company (see below).

 
CONCENTRATION OF CREDIT RISK

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 Company provides credit in the normal course of business to customers throughout the United States and in foreign markets. The Company performs ongoing credit evaluations of its customers and requires accelerated prepayment in some circumstances.

 

Our net sales were approximately $5,311,000 for fiscal 2025, compared to $5,415,000 for fiscal 2024. For the fiscal years ended May 31, 2025, and 2024, the Company had two and one distributor each year that accounted for 41% and 33% of our net sales, respectively.

 

Total gross receivables as of May 31, 2025, and 2024 were approximately $757,000 and $966,000, respectively. As of May 31, 2025, and 2024, the Company had four distributors, respectively, that accounted for a total of 69% and 64% of gross accounts receivable, respectively. Of the 69% as of May 31, 2025, 27% was owed by a distributor in North America.

 

For the fiscal year ended May 31, 2025, purchases from one vendor accounted for approximately 12% of the Company’s raw material purchases, compared to approximately 16% for the fiscal year ended May 31, 2024.

 

 
GEOGRAPHIC CONCENTRATION

GEOGRAPHIC CONCENTRATION

 

As of May 31, 2025 and 2024, approximately $483,000 and $537,000, respectively, of Biomerica’s gross inventory was located in Mexicali, Mexico.

 

As of May 31, 2025 and 2024, approximately $10,000 and $14,000, respectively, of Biomerica’s property and equipment, net of accumulated depreciation and amortization, was located in Mexicali, Mexico.

 
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.

 
ACCOUNTS RECEIVABLE, NET

ACCOUNTS RECEIVABLE, NET

 

The Company extends unsecured credit to its customers as part of its standard business practices. International customers are typically required to prepay until a credit history with the Company is established, at which point credit levels are determined based on various criteria. Initial credit limits for distributors are approved by designated officers or managers, while any increases require authorization from upper-level management.

 

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 adjusted the allowance for doubtful accounts accordingly. Balances over ninety days old were usually reserved for unless collection was 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.

 

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

 

As of May 31, 2025 and 2024, the Company has established an allowance of approximately $26,000 and $19,000, respectively, for credit losses.

 
PREPAID EXPENSES AND OTHER

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 utilized.

 

As of May 31, 2025 and 2024, the prepaids were approximately $255,000 and $238,000, respectively, comprised of prepayments to insurance and various other suppliers.

 
INVENTORIES, NET

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 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 production facilities.

 

 

The following is a summary of approximate net inventories:

 

 SCHEDULE OF NET INVENTORIES

   2025   2024 
   May 31, 
   2025   2024 
Raw materials  $1,071,000   $1,519,000 
Work in progress   743,000    1,145,000 
Finished products   147,000    179,000 
Total gross inventory  $1,961,000   $2,843,000 
Inventory reserve   (471,000)   (467,000)
Inventories, net  $1,490,000   $2,376,000 

 

Reserves for inventory obsolescence are recorded as necessary to reduce obsolete inventory to estimated net realizable value or to specifically reserve for obsolete inventory. As of May 31, 2025 and 2024, inventory reserves were approximately $471,000 and $467,000, respectively.

 
PROPERTY AND EQUIPMENT, NET

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 are 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 amounted to approximately $66,000 and $63,000 for the years ended May 31, 2025 and 2024, respectively.

 
INTANGIBLE ASSETS, NET

INTANGIBLE ASSETS, NET

 

Intangible assets include trademarks, product rights, technology rights, and patents, and are accounted for based on Accounting Standards Codification (“ASC”), ASC 350 Intangibles – Goodwill and Other (“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 amortized on a straight-line basis over their estimated useful lives, not to exceed 18 years for marketing and distribution rights and 10 years for purchased technology use rights. Patents are amortized over their individual useful lives, which average approximately 15 years. Amortization expense was approximately $21,000 and $18,000 for the fiscal years ended May 31, 2025 and 2024, respectively. Intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable.

 

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. There was no impairment of intangible assets for the years ended May 31, 2025 and 2024.

 
INVESTMENTS

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 dividend and interest 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 May 31, 2025 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 Holding during the year ended May 31, 2025.

 

 
SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

 

The Company follows the guidance of ASC 718, Share-based Compensation, 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. The Company grants stock options and restricted stock units (“RSUs”) under its equity incentive plans. The Company measures all share-based payment awards at their grant-date fair value. RSUs are valued based on the fair value of the Company’s common stock on the date of grant. The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model that uses assumptions for expected volatility, expected dividends, expected forfeiture rate, expected term, and the risk-free interest rate. 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 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 $460,000 and $837,000 of share-based compensation during the years ended May 31, 2025 and 2024, respectively.

 

In applying the Black-Scholes option-pricing model, the following assumptions used in the valuation of awards issued for years ended May 31, 2025 and 2024:

 

 

   For the year ended May 31, 
   2025   2024 
Dividend yield   0%   0%
Expected volatility   105.90 - 117.41%   100.54 - 111.98%
Risk free interest rate   3.68 - 4.52%   4.00 - 4.59%
Expected term   4.69 - 6.25 years   4.69 - 6.25 years 

 
REVENUE RECOGNITION

REVENUE RECOGNITION

 

The Company has various contracts with customers, and these contracts specify the recognition of revenue based on the nature of the transaction.

 

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 title passes. This applies to clinical lab products sold to domestic and international distributors, including hospitals, clinical laboratories, medical research institutions, medical schools, and pharmaceutical companies. OTC products are sold directly to drug stores, e-commerce customers, and distributors, while physicians’ office products are sold to physicians and distributors. The Company does not allow returns except in cases of defective merchandise, and therefore, does not establish an allowance for returns. Additionally, the Company has contracts with customers that provide purchase discounts contingent on achieving specified sales volumes. These contracts are regularly evaluated, and the Company does not anticipate granting any discounts through the end of the contract period.

 

Furthermore, the Company offers margin guarantees to certain retail drug store customers to ensure a minimum profit margin. Should pricing adjustments cause these margins to fall below the agreed-upon thresholds, the Company is committed to compensating for the shortfall. This arrangement introduces variable consideration into our revenue recognition process. These considerations are estimated monthly based on actual sales and potential price reductions, ensuring accurate and compliant revenue reporting.

 

For diagnostic testing services sold directly to patients or physician offices that require processing by a third-party CLIA-certified lab, we recognize revenue once the lab has completed the test results.

 

For services related to contract manufacturing, revenue is recognized when the service has been performed. Services for some contract work are invoiced and recognized as the project progresses.

 

As of May 31, 2025, the Company had approximately $55,000 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 are sold:

 

 SCHEDULE OF DISAGGREGATION REVENUE

   2025   2024 
   For Year Ended May 31, 
   2025   2024 
Clinical lab  $3,181,000   $3,236,000 
Over-the-counter   1,049,000    1,426,000 
Contract manufacturing   1,070,000    741,000 
Physician’s office   11,000    12,000 
Total  $5,311,000   $5,415,000 

 

See Note 8 for additional information regarding geographic revenue concentrations.

 
SHIPPING AND HANDLING FEES

SHIPPING AND HANDLING FEES

 

The Company includes shipping and handling fees billed to customers in net sales.

 
RESEARCH AND DEVELOPMENT

RESEARCH AND DEVELOPMENT

 

Research and development costs are expensed as incurred. The Company expensed approximately $1,023,000 and $1,491,000 of research and development costs during the years ended May 31, 2025 and 2024, respectively.

 
INCOME TAXES

INCOME TAXES

 

The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements that will result in taxable or deductible amounts in future years and the benefits of net operating loss and tax credit carryforwards. These temporary differences and the benefits of net operating loss and tax credit carryforwards are measured using enacted tax rates. A valuation allowance is recorded to reduce deferred tax assets to the extent that management considers it is more likely than not that a deferred tax asset will not be realized. In determining the valuation allowance, the Company considers factors such as the reversal of deferred income tax assets, projected taxable income, and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense. As of May 31, 2025 and 2024, in accordance with ASC 740, the Company has a valuation allowance for all of its net deferred tax assets. During the year ended May 31, 2025, this valuation allowance was increased to $11,748,000, which fully covers the net deferred tax asset of $11,748,000.

 

The Company accounts for its uncertain tax provisions by using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, based solely on the technical merits, that the position will be sustained in an audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the appropriate amount of the benefit to recognize. The amount of benefit to recognize is measured as the maximum amount which is more likely than not to be realized. The tax position is derecognized when it is no longer more likely than not capable of being sustained. On subsequent recognition and measurement, the maximum amount which is more likely than not to be recognized at each reporting date will represent the Company’s best estimate, given the information available at the reporting date, although the outcome of the tax position is not absolute or final. The Company elected to follow an accounting policy to classify accrued interest related to liabilities for income taxes within the “Interest expense” line and penalties related to liabilities for income taxes within the “Other expense” line of the consolidated statements of operations and comprehensive loss.

 

During the year ended May 31, 2025, the Company had a net operating loss (“NOL”) that generated deferred tax assets for NOL carryforwards. Deferred income tax assets and 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 May 31, 2025.

 

The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. For the year ended May 31, 2025, the Company had no accrued interest or penalties related to uncertain tax positions.

 
ADVERTISING COSTS

ADVERTISING COSTS

 

The Company reports the cost of all advertising as expense in the period in which those costs are incurred. Advertising costs were approximately $35,000 and $101,000 for the years ended May 31, 2025 and 2024, respectively.

 
FOREIGN CURRENCY TRANSLATION

FOREIGN CURRENCY TRANSLATION

 

The subsidiary located in Mexico operates primarily using the Mexican peso. The subsidiary located in Germany operates primarily using 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 year, and revenues and costs are translated using average exchange rates for the year. The resulting adjustments to assets and liabilities are presented as a separate component of accumulated other comprehensive loss. There are no foreign currency transaction gains or losses that are included in the consolidated statements of operations and comprehensive loss for the years ended May 31, 2025 and 2024.

 

 
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update which requires lessees to recognize most leases on the balance sheet with a corresponding right-of-use asset. 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 arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the 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 to the extent that the option is reasonably certain of exercise. The leases do not include the options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. For additional information, see Note 9-Commitments and Contingencies.

 
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 amounts of anti-dilutive stock options not included in the loss per share calculation for the years ended May 31, 2025 and 2024 were 413,866 and 434,954, respectively.

 
SEGMENT REPORTING

SEGMENT REPORTING

 

The Company defines its segments on the basis in which internally reported financial information is reviewed by the CODM to analyze financial performance, make decisions, and allocate resources. The Company manages its operations as a single operating and reportable segment, which focus on the development, manufacture, marketing, and sale of diagnostic products. As all material financial information is included in the consolidated results, the Company has identified one reportable segment. The CODM uses net loss and cash flow information to evaluate performance, including detailed cost information as part of the budget and forecasting process and considers budget-to-actual variances on a regular basis when making decisions about the allocation of operating and capital resources. The measure of profit or loss of the operating segment is net loss as reported in the consolidated financial statements included in this annual report.

 

The accounting policies used in the segment reporting are the same as those described in the summary of significant accounting policies. The Company’s CODM is the Chief Executive Officer.

 

The Company’s reportable segment product sales, net and net income (loss) for the years ended May 31, 2025 and 2024 consisted of the following :

 

   2025   2024 
   For the Year Ended May 31, 
   2025   2024 
Net sales  $5,311,000   $5,415,000 
Cost of sales   (4,813,000)   (4,804,000)
Gross profit   498,000    611,000 
           
Operating expenses:          
Sales and marketing expense   1,628,000    2,339,000 
General and administrative expense   2,984,000    3,148,000 
Research and development expense   1,023,000    1,491,000 
Total operating expense   5,635,000    6,978,000 
           
Loss from operations   (5,137,000)   (6,367,000)
           
Other income:          
Dividend and interest income   165,000    431,000 
Total other income   165,000    431,000 
           
Loss before income taxes   (4,972,000)   (5,936,000)
           
Provision for income taxes   (1,000)   (42,000)
           
Net loss  $(4,973,000)  $(5,978,000)

 
REPORTING COMPREHENSIVE LOSS

REPORTING COMPREHENSIVE LOSS

 

Comprehensive loss represents net loss and any revenues, expenses, gains and losses that, under GAAP, are excluded from net loss and recognized directly as a component of shareholders’ equity. Items of other comprehensive loss consist solely of foreign currency translation adjustments for the years ended May 31, 2025 and 2024.

 
RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

 

Recent ASU’s issued by the FASB and guidance issued by the 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 November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures.” The ASU includes enhanced disclosure requirements, primarily related to significant segment expenses that are regularly provided to and used by the CODM. The amendments are to be applied retrospectively to all prior periods presented in the financial statements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company adopted ASU 2023-07 on May 31, 2025, and the adoption of this update did not have a material impact on the Company’s consolidated financial statements.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The ASU includes enhanced disclosure requirements, primarily related to the rate reconciliation and income taxes paid information. The amendments are to be applied prospectively in the financial statements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on May 31, 2025, and the adoption of this update did not have a material impact on the Company’s consolidated financial statements.

 

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)”. The ASU includes enhanced disclosure requirements, which mandates enhanced transparency in financial statements by requiring detailed disclosures of specific expenses like inventory purchases, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the effect of adopting this pronouncement on our financial statements and disclosures.
v3.25.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
May 31, 2025
Accounting Policies [Abstract]  
SCHEDULE OF NET INVENTORIES

The following is a summary of approximate net inventories:

 

 SCHEDULE OF NET INVENTORIES

   2025   2024 
   May 31, 
   2025   2024 
Raw materials  $1,071,000   $1,519,000 
Work in progress   743,000    1,145,000 
Finished products   147,000    179,000 
Total gross inventory  $1,961,000   $2,843,000 
Inventory reserve   (471,000)   (467,000)
Inventories, net  $1,490,000   $2,376,000 
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS

In applying the Black-Scholes option-pricing model, the following assumptions used in the valuation of awards issued for years ended May 31, 2025 and 2024:

 

 

   For the year ended May 31, 
   2025   2024 
Dividend yield   0%   0%
Expected volatility   105.90 - 117.41%   100.54 - 111.98%
Risk free interest rate   3.68 - 4.52%   4.00 - 4.59%
Expected term   4.69 - 6.25 years   4.69 - 6.25 years 
SCHEDULE OF DISAGGREGATION REVENUE

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

 

 SCHEDULE OF DISAGGREGATION REVENUE

   2025   2024 
   For Year Ended May 31, 
   2025   2024 
Clinical lab  $3,181,000   $3,236,000 
Over-the-counter   1,049,000    1,426,000 
Contract manufacturing   1,070,000    741,000 
Physician’s office   11,000    12,000 
Total  $5,311,000   $5,415,000 
SCHEDULE OF SEGMENT REPORTING

The Company’s reportable segment product sales, net and net income (loss) for the years ended May 31, 2025 and 2024 consisted of the following :

 

   2025   2024 
   For the Year Ended May 31, 
   2025   2024 
Net sales  $5,311,000   $5,415,000 
Cost of sales   (4,813,000)   (4,804,000)
Gross profit   498,000    611,000 
           
Operating expenses:          
Sales and marketing expense   1,628,000    2,339,000 
General and administrative expense   2,984,000    3,148,000 
Research and development expense   1,023,000    1,491,000 
Total operating expense   5,635,000    6,978,000 
           
Loss from operations   (5,137,000)   (6,367,000)
           
Other income:          
Dividend and interest income   165,000    431,000 
Total other income   165,000    431,000 
           
Loss before income taxes   (4,972,000)   (5,936,000)
           
Provision for income taxes   (1,000)   (42,000)
           
Net loss  $(4,973,000)  $(5,978,000)
v3.25.2
PROPERTY AND EQUIPMENT, NET (Tables)
 12 Months Ended
May 31, 2025
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT, NET

The following is an approximate breakdown of property and equipment, net of accumulated depreciation:

 

 SCHEDULE OF PROPERTY AND EQUIPMENT, NET

   2025   2024 
   May 31, 
   2025   2024 
Equipment  $1,384,000   $1,384,000 
Furniture, fixtures and leasehold improvements   211,000    211,000 
Less accumulated depreciation   (1,460,000)   (1,394,000)
Net property and equipment  $135,000   $201,000 
v3.25.2
INTANGIBLE ASSETS, NET (Tables)
 12 Months Ended
May 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF INTANGIBLE ASSETS, NET

The following is an approximate breakdown of intangible assets, net of accumulated amortization:

 

 SCHEDULE OF INTANGIBLE ASSETS, NET

   2025   2024 
   May 31, 
   2025   2024 
Patents  $297,000   $260,000 
Less accumulated amortization-patents   (69,000)   (48,000)
Intangible assets, net  $228,000   $212,000 
SCHEDULE OF EXPECTED AMORTIZATION OF INTANGIBLE ASSETS

Expected amortization of intangible assets for the years ending May 31:

 

 SCHEDULE OF EXPECTED AMORTIZATION OF INTANGIBLE ASSETS

      
2026  $20,000 
2027   20,000 
2028   20,000 
2029   20,000 
2030   20,000 
Thereafter   128,000 
Total  $228,000 
v3.25.2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)
 12 Months Ended
May 31, 2025
Payables and Accruals [Abstract]  
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The following is an approximate breakdown of accounts payable and accrued expenses balances:

 

 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

   2025   2024 
   May 31, 
   2025   2024 
Accounts payable  $295,000   $560,000 
Accrued expenses   377,000    578,000 
Total  $672,000   $1,138,000 
v3.25.2
SHAREHOLDERS’ EQUITY (Tables)
 12 Months Ended
May 31, 2025
Equity [Abstract]  
SCHEDULE OF STOCK BASED COMPENSATION EXPENSE

Stock-based compensation expense for the years ended May 31, 2025 and 2024 is as follows:

 

 SCHEDULE OF STOCK BASED COMPENSATION EXPENSE

   2025   2024 
   For the Year Ended May 31, 
   2025   2024 
Cost of sales  $37,000   $70,000 
Selling, general and administrative   415,000    742,000 
Research and development   8,000    25,000 
Total stock option expense  $460,000   $837,000 
SCHEDULE OF ACTIVITY TO AGGREGATE STOCK OPTIONS

Activity as to aggregate stock options outstanding is as follows:

 

 

   Number of Stock Options   Weighted Average Exercise Price   Aggregate Intrinsic Value 
Options Outstanding at May 31, 2023   292,547   $28.16   $146,000 
Options granted   167,313   $9.02   $- 
Options canceled or expired   (24,906)  $36.95   $- 
Options Outstanding at May 31, 2024   434,954   $20.29   $- 
Options granted   53,630   $2.78   $- 
Options exercised   (2,375)  $6.56   $4,000 
Options canceled or expired   (72,343)  $13.47   $- 
Options Outstanding at May 31, 2025   413,866   $19.29   $18,000 
Options vested and exercisable at May 31, 2025   296,578   $24.00   $- 
SCHEDULE OF ACTIVITY OF RESTRICTED STOCK UNITS

Activity as to RSUs outstanding is as follows:

 

 SCHEDULE OF ACTIVITY OF RESTRICTED STOCK UNITS

       Weighted 
       Average 
   Number of   Grant Date 
   RSUs   Fair Value 
Unvested RSUs at May 31, 2024   -   $- 
Granted   97,500    2.51 
Unvested RSUs at May 31, 2025   97,500   $2.51 
v3.25.2
INCOME TAXES (Tables)
 12 Months Ended
May 31, 2025
Income Tax Disclosure [Abstract]  
SCHEDULE OF PROVISION FOR INCOME TAXES

Provision for income taxes for the years ended May 31 consists of the following:

 

 SCHEDULE OF PROVISION FOR INCOME TAXES

   2025   2024 
   For the Year Ended May 31, 
   2025   2024 
Current:          
U.S. Federal  $-   $- 
Foreign Taxes Subsidiaries   -    (41,000)
State and local   (1,000)   (1,000)
Total current   (1,000)   (42,000)
Deferred:          
U.S. Federal   -    - 
State and local   -    - 
Total deferred   -    - 
Income tax expense  $(1,000)  $(42,000)
SCHEDULE OF EFFECTIVE INCOME TAX RECONCILIATION

 

   2025   2024 
   For the Year Ended May 31, 
   2025   2024 
Computed “expected” tax benefit  $1,044,000   $1,247,000 
Increase (reduction) in income taxes resulting from:          
Change in valuation allowance   (1,379,000)   (1,428,000)
State income taxes, net of federal benefit   337,000    459,000 
Permanent tax differences and other   75,000    (148,000)
Stock based compensation benefit   (3,000)   - 
Foreign taxes of subsidiaries   (75,000)   (172,000)
Income tax expense  $(1,000)  $(42,000)
SCHEDULE OF DEFERRED TAX ASSETS

The tax effect of significant temporary differences is presented below:

 

 

   2025   2024 
   May 31, 
   2025   2024 
Deferred tax assets:          
Accounts receivable, principally due to allowance for credit losses  $9,000   $5,000 
Inventory valuation   132,000    131,000 
Compensated absences   7,000    144,000 
Net operating loss carryforwards   7,840,000    6,658,000 
Tax credit carryforwards   89,000    1,380,000 
Deferred rent expense/capitalized leases   1,450,000    11,000 
Stock options   1,656,000    1,561,000 
Sec 174 capitalized costs   1,000    501,000 
Losses of foreign subsidiaries and other, net   567,000    2,000 
Accumulated depreciation and amortization   (3,000)   (24,000)
Total deferred tax assets   11,748,000    10,369,000 
Less valuation allowance   (11,748,000)   (10,369,000)
Net deferred tax asset  $-   $- 
v3.25.2
GEOGRAPHIC INFORMATION (Tables)
 12 Months Ended
May 31, 2025
Segment Reporting [Abstract]  
SCHEDULE OF GEOGRAPHIC INFORMATION
   For the Year Ended May 31, 
   2025   2024 
Asia  $1,718,000    32%  $1,881,000    35%
Europe   1,297,000    24%   1,438,000    27%
North America   1,658,000    31%   1,285,000    24%
Middle East   630,000    13%   800,000    14%
South America   8,000    0%   11,000    0%
Total  $5,311,000    100%  $5,415,000    100%
v3.25.2
COMMITMENTS AND CONTINGENCIES (Tables)
 12 Months Ended
May 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
SCHEDULE OF OPERATING LEASES

The following table presents information on our operating leases for the years ended May 31, 2025 and 2024:

 

   2025   2024 
   For the Year Ended May 31, 
   2025   2024 
Operating lease cost  $353,000   $353,000 
Variable lease cost   11,000    11,000 
Short-term lease cost   11,000    14,000 
Total lease cost  $375,000   $378,000 
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

The future minimum lease payments of the Company’s operating lease liabilities by fiscal year are as follows:

 

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 

     
Year Ending May 31,    
   Operating Leases 
2026  $375,000 
2027   101,000 
Total minimum future lease payments   476,000 
Less: imputed interest   18,000 
Total operating lease liabilities  $458,000 
SCHEDULE OF OTHER SUPPLEMENTAL LEASE INFORMATION

The following table summarizes the Company’s other supplemental lease information for the years ended May 31, 2025 and 2024:

 

   2025   2024 
   For the Year Ended May 31, 
   2025   2024 
Cash paid for operating lease liabilities  $366,000   $356,000 
Weighted-average remaining lease term (years)   1.23    2.27 
Weighted-average discount rate   6.50%   6.50%
v3.25.2
SCHEDULE OF NET INVENTORIES (Details) - USD ($)
May 31, 2025
May 31, 2024
Accounting Policies [Abstract]    
Raw materials $ 1,071,000 $ 1,519,000
Work in progress 743,000 1,145,000
Finished products 147,000 179,000
Total gross inventory 1,961,000 2,843,000
Inventory reserve (471,000) (467,000)
Inventories, net $ 1,490,000 $ 2,376,000
v3.25.2
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS (Details)
 12 Months Ended
May 31, 2025
May 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract]    
Dividend yield 0.00% 0.00%
Expected volatility 105.90% 100.54%
Expected volatility 117.41% 111.98%
Risk free interest rate 3.68% 4.00%
Risk free interest rate 4.52% 4.59%
Minimum [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract]    
Expected term 4 years 8 months 8 days 4 years 8 months 8 days
Maximum [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract]    
Expected term 6 years 3 months 6 years 3 months
v3.25.2
SCHEDULE OF DISAGGREGATION REVENUE (Details) - USD ($)
 12 Months Ended
May 31, 2025
May 31, 2024
Product Information [Line Items]    
Total $ 5,311,000 $ 5,415,000
Clinical Lab [Member]    
Product Information [Line Items]    
Total 3,181,000 3,236,000
Over The Counter [Member]    
Product Information [Line Items]    
Total 1,049,000 1,426,000
Contract Manufacturing [Member]    
Product Information [Line Items]    
Total 1,070,000 741,000
Physicians Office [Member]    
Product Information [Line Items]    
Total $ 11,000 $ 12,000
v3.25.2
SCHEDULE OF SEGMENT REPORTING (Details) - USD ($)
 12 Months Ended
May 31, 2025
May 31, 2024
Accounting Policies [Abstract]    
Net sales $ 5,311,000 $ 5,415,000
Cost of sales (4,813,000) (4,804,000)
Gross profit 498,000 611,000
Operating expenses:    
Sales and marketing expense 1,628,000 2,339,000
General and administrative expense 2,984,000 3,148,000
Research and development expense 1,023,000 1,491,000
Total operating expense 5,635,000 6,978,000
Loss from operations (5,137,000) (6,367,000)
Other income:    
Dividend and interest income 165,000 431,000
Total other income 165,000 431,000
Loss before income taxes (4,972,000) (5,936,000)
Provision for income taxes (1,000) (42,000)
Net loss $ (4,973,000) $ (5,978,000)
v3.25.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
 12 Months Ended
May 10, 2024
USD ($)
Sep. 28, 2023
USD ($)
May 31, 2025
USD ($)
Segment
$ / shares
shares
May 31, 2024
USD ($)
shares
Product Information [Line Items]        
Retained Earnings (Accumulated Deficit)     $ 53,168,000 $ 48,195,000
Cash and Cash Equivalent     2,399,000 4,170,000
Working capital     3,135,000 5,527,000
Shelf registration statement maximum authorized common stock issuance value. $ 5,500,000 $ 20,000,000    
Deferred Offering Costs       81,000
Proceeds from Issuance of Common Stock     2,143,000
Revenues     5,311,000 5,415,000
Other Receivables, Gross, Current     757,000 966,000
Inventory, Gross     1,961,000 2,843,000
Property, Plant and Equipment, Net     $ 135,000 201,000
Threshold Period Past Due, Trade Accounts Receivable, Writeoff     90 days  
Accounts Receivable, Allowance for Credit Loss     $ 26,000 19,000
Prepaid Expense and Other Assets     255,000 238,000
Inventory Valuation Reserves     471,000 467,000
Amortization of Intangible Assets     21,000 18,000
Impairment of Intangible Assets (Excluding Goodwill)       0
Investments     165,000 165,000
Share-Based Payment Arrangement, Expense     460,000 837,000
Proceeds from Customers     55,000  
Research and Development Expense     1,023,000 1,491,000
Deferred Tax Assets, Valuation Allowance     11,748,000 10,369,000
Deferred Tax Assets, Gross     11,748,000 10,369,000
Advertising Expense     $ 35,000 $ 101,000
Number of Reportable Segments | Segment     1  
Share-Based Payment Arrangement, Option [Member]        
Product Information [Line Items]        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares     413,866 434,954
Polish Distributor [Member]        
Product Information [Line Items]        
Investments     $ 165,000  
Equity Method Investment, Ownership Percentage     6.00%  
Marketing and Distribution Rights [Member]        
Product Information [Line Items]        
Finite-Lived Intangible Asset, Useful Life     18 years  
Purchased Technology Rights [Member]        
Product Information [Line Items]        
Finite-Lived Intangible Asset, Useful Life     10 years  
Patents [Member]        
Product Information [Line Items]        
Finite-Lived Intangible Asset, Useful Life     15 years  
Property, Plant and Equipment [Member]        
Product Information [Line Items]        
Depreciation, Depletion and Amortization     $ 66,000 $ 63,000
MEXICO        
Product Information [Line Items]        
Inventory, Gross     483,000 537,000
Property, Plant and Equipment, Net     $ 10,000 $ 14,000
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Distributors [Member]        
Product Information [Line Items]        
Concentration Risk, Percentage       41.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Distributor One [Member]        
Product Information [Line Items]        
Concentration Risk, Percentage       33.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Four Distributor [Member]        
Product Information [Line Items]        
Concentration Risk, Percentage     69.00% 64.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Distributors in Asia [Member]        
Product Information [Line Items]        
Concentration Risk, Percentage     27.00%  
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | One Vendor [Member]        
Product Information [Line Items]        
Concentration Risk, Percentage     12.00% 16.00%
Minimum [Member]        
Product Information [Line Items]        
Property, Plant and Equipment, Useful Life     5 years  
Maximum [Member]        
Product Information [Line Items]        
Property, Plant and Equipment, Useful Life     10 years  
ATM Offering [Member]        
Product Information [Line Items]        
Sale of Stock, Number of Shares Issued in Transaction | shares     440,687  
Sale of Stock, Consideration Received on Transaction     $ 2,143,000  
Proceeds from Issuance of Common Stock     2,015,000  
Sale of stock expenses     $ 128,000  
ATM Offering [Member] | Minimum [Member]        
Product Information [Line Items]        
Sale of Stock, Price Per Share | $ / shares     $ 3.06  
ATM Offering [Member] | Maximum [Member]        
Product Information [Line Items]        
Sale of Stock, Price Per Share | $ / shares     $ 8.32  
v3.25.2
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($)
May 31, 2025
May 31, 2024
Property, Plant and Equipment [Line Items]    
Less accumulated depreciation $ (1,460,000) $ (1,394,000)
Net property and equipment 135,000 201,000
Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Furniture, fixtures and leasehold improvements 1,384,000 1,384,000
Furniture and Fixtures Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Furniture, fixtures and leasehold improvements $ 211,000 $ 211,000
v3.25.2
SCHEDULE OF INTANGIBLE ASSETS, NET (Details) - USD ($)
May 31, 2025
May 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]    
Patents $ 297,000 $ 260,000
Less accumulated amortization-patents (69,000) (48,000)
Intangible assets, net $ 228,000 $ 212,000
v3.25.2
SCHEDULE OF EXPECTED AMORTIZATION OF INTANGIBLE ASSETS (Details)
May 31, 2025
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2026 $ 20,000
2027 20,000
2028 20,000
2029 20,000
2030 20,000
Thereafter 128,000
Total $ 228,000
v3.25.2
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)
May 31, 2025
May 31, 2024
Payables and Accruals [Abstract]    
Accounts payable $ 295,000 $ 560,000
Accrued expenses 377,000 578,000
Total $ 672,000 $ 1,138,000
v3.25.2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - Accounts Payable [Member] - Customer Concentration Risk [Member]
 12 Months Ended
May 31, 2025
May 31, 2024
One Vendor [Member]    
Product Information [Line Items]    
Concentration Risk, Percentage 20.00%  
Two Vendor [Member]    
Product Information [Line Items]    
Concentration Risk, Percentage   36.00%
v3.25.2
SCHEDULE OF STOCK BASED COMPENSATION EXPENSE (Details) - USD ($)
 12 Months Ended
May 31, 2025
May 31, 2024
Total stock option expense $ 460,000 $ 837,000
Cost of Sales [Member]    
Total stock option expense 37,000 70,000
Selling, General and Administrative Expenses [Member]    
Total stock option expense 415,000 742,000
Research and Development Expense [Member]    
Total stock option expense $ 8,000 $ 25,000
v3.25.2
SCHEDULE OF ACTIVITY TO AGGREGATE STOCK OPTIONS (Details) - USD ($)
 12 Months Ended
May 31, 2025
May 31, 2024
Equity [Abstract]    
Options Outstanding, shares 434,954 292,547
Options Outstanding Weighted Average Exercise Price $ 20.29 $ 28.16
Options outstanding, Aggregate Intrinsic Value $ (0) $ 146,000
Options granted, shares 53,630 167,313
Options Granted Weighted Average Exercise Price $ 2.78 $ 9.02
Options cancelled or expired, shares (72,343) (24,906)
Options canceled or expired Weighted Average Exercise Price $ 13.47 $ 36.95
Options exercised, shares (2,375)  
Options Exercised Weighted Average Exercise Price $ 6.56  
Options exercised, Aggregate IntrinsicValue $ 4,000  
Options Outstanding, shares 413,866 434,954
Options Outstanding Weighted Average Exercise Price $ 19.29 $ 20.29
Options outstanding, Aggregate Intrinsic Value $ 18,000 $ (0)
Options vested and exercisable, shares 296,578  
Options vested and exercisable Weighted Average Exercise Price $ 24.00  
Options vested and exercisable Aggregate Intrinsic Value  
v3.25.2
SCHEDULE OF ACTIVITY OF RESTRICTED STOCK UNITS (Details)
 12 Months Ended
May 31, 2025
$ / shares
shares
Equity [Abstract]  
Unvested RSUs Outstanding, shares | shares
RSUs Outstanding, weighted average exercise price | $ / shares
Unvested RSUs Outstanding, shares | shares 97,500
RSUs Granted, weighted average exercise price | $ / shares $ 2.51
Unvested RSUs Outstanding, shares | shares 97,500
RSUs Outstanding, weighted average exercise price | $ / shares $ 2.51
v3.25.2
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)
 12 Months Ended
May 10, 2024
Sep. 28, 2023
May 31, 2025
May 31, 2024
Dec. 07, 2024
Apr. 30, 2023
Feb. 29, 2020
Dec. 31, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Restricted Stock or Unit Expense     $ 64,000 $ 0        
Shelf registration statement maximum authorized common stock issuance value. $ 5,500,000 $ 20,000,000            
Proceeds from issuance of common stock     2,143,000        
Sale of stock expenses       $ 81,000        
ATM Agreement [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Sale of stock, consideration received on transaction     2,143,000          
Proceeds from issuance of common stock     2,015,000          
Sale of stock expenses     128,000          
Sale of stock expenses     $ 84,000          
Minimum [Member] | ATM Agreement [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Sale of stock, price per share     $ 3.06          
Maximum [Member] | ATM Agreement [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Sale of stock, price per share     $ 8.32          
Common Stock [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Stock Issued During Period, Shares, New Issues     440,687          
Share-Based Payment Arrangement, Option [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period     4 years          
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent     80.00%          
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period     10 years          
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value     $ 2.33 $ 6.40        
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount     $ 535,000          
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition     2 years 4 months 17 days          
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term     5 years 4 months 6 days          
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term     6 years 2 months 26 days          
Share-Based Payment Arrangement, Option [Member] | 2017 Plan [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized               112,500
Share-Based Payment Arrangement, Option [Member] | 2020 Plan [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized             112,500  
Share-Based Payment Arrangement, Option [Member] | 2023 Plan [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized           150,000    
Share-Based Payment Arrangement, Option [Member] | 2024 Plan [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized         200,000      
Restricted Stock Units (RSUs) [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount     $ 181,000          
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition     2 years 5 months 23 days          
v3.25.2
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($)
 12 Months Ended
May 31, 2025
May 31, 2024
Income Tax Disclosure [Abstract]    
U.S. Federal
Foreign Taxes Subsidiaries (41,000)
State and local (1,000) (1,000)
Total current (1,000) (42,000)
U.S. Federal
State and local
Total deferred
Income tax expense $ (1,000) $ (42,000)
v3.25.2
SCHEDULE OF EFFECTIVE INCOME TAX RECONCILIATION (Details) - USD ($)
 12 Months Ended
May 31, 2025
May 31, 2024
Income Tax Disclosure [Abstract]    
Computed “expected” tax benefit $ 1,044,000 $ 1,247,000
Change in valuation allowance (1,379,000) (1,428,000)
State income taxes, net of federal benefit 337,000 459,000
Permanent tax differences and other 75,000 (148,000)
Stock based compensation benefit (3,000)
Foreign taxes of subsidiaries (75,000) (172,000)
Income tax expense $ (1,000) $ (42,000)
v3.25.2
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($)
May 31, 2025
May 31, 2024
Income Tax Disclosure [Abstract]    
Accounts receivable, principally due to allowance for credit losses $ 9,000 $ 5,000
Inventory valuation 132,000 131,000
Compensated absences 7,000 144,000
Net operating loss carryforwards 7,840,000 6,658,000
Tax credit carryforwards 89,000 1,380,000
Deferred rent expense/capitalized leases 1,450,000 11,000
Stock options 1,656,000 1,561,000
Sec 174 capitalized costs 1,000 501,000
Losses of foreign subsidiaries and other, net 567,000 2,000
Accumulated depreciation and amortization (3,000) (24,000)
Total deferred tax assets 11,748,000 10,369,000
Less valuation allowance (11,748,000) (10,369,000)
Net deferred tax asset
v3.25.2
INCOME TAXES (Details Narrative) - USD ($)
 12 Months Ended
May 31, 2025
May 31, 2024
Effective Income Tax Rate Reconciliation [Line Items]    
Deferred Tax Assets, Valuation Allowance $ 11,748,000 $ 10,369,000
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount 1,379,000 $ 1,428,000
Domestic Tax Jurisdiction [Member]    
Effective Income Tax Rate Reconciliation [Line Items]    
Operating Loss Carryforwards 28,378,000  
Domestic Tax Jurisdiction [Member] | Research Tax Credit Carryforward [Member]    
Effective Income Tax Rate Reconciliation [Line Items]    
Tax Credit Carryforward, Amount 978,000  
State and Local Jurisdiction [Member]    
Effective Income Tax Rate Reconciliation [Line Items]    
Operating Loss Carryforwards 26,921,000  
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member]    
Effective Income Tax Rate Reconciliation [Line Items]    
Tax Credit Carryforward, Amount $ 596,000  
v3.25.2
SCHEDULE OF GEOGRAPHIC INFORMATION (Details) - USD ($)
 12 Months Ended
May 31, 2025
May 31, 2024
Revenues from External Customers and Long-Lived Assets [Line Items]    
Revenues $ 5,311,000 $ 5,415,000
Percentage of total revenue 100.00% 100.00%
Asia [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Revenues $ 1,718,000 $ 1,881,000
Percentage of total revenue 32.00% 35.00%
Europe [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Revenues $ 1,297,000 $ 1,438,000
Percentage of total revenue 24.00% 27.00%
North America [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Revenues $ 1,658,000 $ 1,285,000
Percentage of total revenue 31.00% 24.00%
Middle East [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Revenues $ 630,000 $ 800,000
Percentage of total revenue 13.00% 14.00%
South America [Member]    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Revenues $ 8,000 $ 11,000
Percentage of total revenue 0.00% 0.00%
v3.25.2
GEOGRAPHIC INFORMATION (Details Narrative)
 12 Months Ended
May 31, 2025
Segment
Segment Reporting [Abstract]  
Number of Operating Segments 1
v3.25.2
SCHEDULE OF OPERATING LEASES (Details) - USD ($)
 12 Months Ended
May 31, 2025
May 31, 2024
Commitments and Contingencies Disclosure [Abstract]    
Operating lease cost $ 353,000 $ 353,000
Variable lease cost 11,000 11,000
Short-term lease cost 11,000 14,000
Total lease cost $ 375,000 $ 378,000
v3.25.2
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details)
May 31, 2025
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
2026 $ 375,000
2027 101,000
Total minimum future lease payments 476,000
Less: imputed interest 18,000
Total operating lease liabilities $ 458,000
v3.25.2
SCHEDULE OF OTHER SUPPLEMENTAL LEASE INFORMATION (Details) - USD ($)
 12 Months Ended
May 31, 2025
May 31, 2024
Commitments and Contingencies Disclosure [Abstract]    
Cash paid for operating lease liabilities $ 366,000 $ 356,000
Weighted-average remaining lease term (years) 1 year 2 months 23 days 2 years 3 months 7 days
Weighted-average discount rate 6.50% 6.50%
v3.25.2
COMMITMENTS AND CONTINGENCIES (Details Narrative)
 1 Months Ended 12 Months Ended
Nov. 30, 2016
May 31, 2025
USD ($)
ft²
May 31, 2024
USD ($)
May 31, 2023
ft²
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Area of Land | ft²   22,000   8,100
Lessee, Operating Lease, Description In November 2016, the Company’s Mexican subsidiary, Biomerica de Mexico, entered into a 10-year lease for approximately 8,100 square feet of manufacturing space. The Company has one 10-year option to renew at the end of the initial lease period. Biomerica de Mexico also leases a smaller unit on a month-to-month basis for use in one manufacturing process.      
Lessee, Operating Lease, Term of Contract 10 years      
Lessee, Operating Lease, Renewal Term 10 years      
Royalty Agreements [Member]        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Royalty Expense   $ 7,000 $ 10,000  
Royalty expense percentage of sales     1.00%  
Building in Irvine California [Member]        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Security Deposit   $ 22,000    
v3.25.2
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
 2 Months Ended 12 Months Ended
Jul. 21, 2025
Aug. 31, 2025
May 31, 2025
May 31, 2024
Subsequent Event [Line Items]        
Proceeds from Issuance of Common Stock     $ 2,143,000
Subsequent Event [Member]        
Subsequent Event [Line Items]        
Proceeds from Income Tax Refund, Federal $ 1,100,000      
Proceeds from Issuance of Common Stock   $ 919,000