| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/25/2026 |
3. Issuer Name and Ticker or Trading Symbol
BIOMERICA INC [ BMRA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, $0.08 par value per share | 460,080(1) | I(2) | See footnotes 1 and 2 |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On August 25, 2026, B. Riley Principal Capital, LLC, a subsidiary of BRC Group Holdings, Inc. a Delaware corporation ("BRC") acquired 460,080 shares of the Issuer's common stock at a purchase price of $1.60 per share in private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement dated August 20, 2026, by and among certain institutional and individual investors identified on the signature pages thereto. |
| 2. This Form 3 is being filed jointly by BRC, B. Riley Principal Capital, LLC, a Delaware limited liability company ("BRPC") and Bryant R. Riley. BRC is the majority holder of B. Riley Securities Holdings, Inc. which is the parent company of BRPC. As a result, BRC may be deemed to indirectly beneficially own the shares held by BRPC. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRC. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the shares of Common Stock directly held by BRPC. Each of BRC, BRPC and Bryant R. Riley disclaims beneficial ownership of the outstanding shares of Common Stock reported herein, except to the extent of its/his respective pecuniary interest therein. |
| BRC Group Holdings, Inc., by: /s/ Bryan R. Riley, Co-Chief Executive Officer | 09/10/2026 | |
| B. Riley Principal Capital, LLC, by: /s/ Frank J. Pigott, Authorized Signatory | 09/10/2026 | |
| By: /s/ Bryant R. Riley | 09/10/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||