Picard Medical (NYSE American: PMI) priced a "reasonable best efforts" offering to raise approximately $5.0 million through the sale of 16,666,667 common shares (or equivalents) plus Series A and B common warrants at a combined price of $0.30 per share and accompanying warrants.
The Series A and B warrants have a $0.35 exercise price; Series A expires in five years, Series B in 24 months. The company will use net proceeds for working capital and to repay certain senior secured note and loan redemptions. Closing expected on or about May 6, 2026.
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Positive
Gross proceeds of approximately $5.0 million
Warrants exercisable immediately at $0.35
Proceeds earmarked for debt payoff and working capital
Negative
Issuance of 16,666,667 shares plus warrants creates dilution
Existing warrants exchanged to convert 7,009,346 warrants into 10,000,000 new warrants
New warrants remove forced-exercise and broad-based anti-dilution protections
News Market Reaction – PMI
-40.36%1.8x vol
29 alerts
-40.36%Session close to close
-46.6%Trough in 5 hr 20 min
$26.54MMarket Cap
1.8xRel. Volume
In the May 5 session, PMI declined 40.36%, reflecting a significant negative market reaction.
Argus tracked a trough of -46.6% from its starting point during tracking.
Our momentum scanner triggered 29 alerts that day, indicating elevated trading interest and price volatility.
Trading volume was above average at 1.8x the daily average, suggesting increased trading activity.
The stock dropped -40.4% in the session following this news. The decline reflects typical pressure f...
Analysis
The stock dropped -40.4% in the session following this news. The decline reflects typical pressure from a discounted equity-and-warrant financing layered on an already weak share price. The company priced about $5 million of securities at $0.30 with substantial new warrant coverage and an exchange that lowers exercise prices from $2.675 to $0.35. This adds material dilution and warrant overhang, which can weigh on valuation even as proceeds are earmarked for working capital and debt-related obligations.
Key Figures
Gross offering size:$5 millionCommon shares offered:16,666,667 sharesOffering price:$0.30 per share+5 more
8 metrics
Gross offering size$5 millionExpected gross proceeds from reasonable best efforts offering
Common shares offered16,666,667 sharesShares of common stock (or equivalents) in offering
Offering price$0.30 per shareCombined price per share plus accompanying warrants
Warrant exercise price$0.35 per shareExercise price for Series A and Series B Common Warrants
Pre-funded warrant strike$0.0001 per shareExercise price for pre-funded warrants
Existing warrants exchanged7,009,346 warrants at $2.675Legacy warrants swapped into new lower-priced warrants
New warrants issued10,000,000 warrants at $0.35New five-year warrants issued in exchange transaction
Ownership cap4.99% or 9.99%Beneficial ownership limits on warrant and pre-funded warrant exercise
Bridge-to-transplant case using SynCardia Total Artificial Heart at Texas Children’s.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Recent generally positive operational news has produced mixed reactions, with several instances of negative price moves on favorable updates.
Recent Company History
Over the past several weeks, Picard Medical has issued a series of operational and commercial updates. On Apr 22, preliminary Q1 2026 revenue of $1.1 million, up 79.9% year over year, was followed by a 6.91% gain. Other news, such as clinical and conference highlights on Apr 15–16 and the Banner Health recognition on Apr 30, saw modest declines of 1.81–3.93%. Against this backdrop of mixed reactions to positive news, today’s dilutive offering arrives after a sharp slide from the $13.68 52-week high.
Key Terms
pre-funded warrants, series A common warrants, series B common warrants, senior secured note, +4 more
8 terms
pre-funded warrantsfinancial
"Each share of Common Stock or pre-funded warrant was sold together with an accompanying..."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
series A common warrantsfinancial
"...(ii) series A common warrants to purchase up to 16,666,667 shares of Common Stock..."
Warrants tied to Series A common shares are tradable certificates that give the holder the right, but not the obligation, to buy a company’s Series A common stock at a predetermined price before a set expiration date. Think of them like coupons to buy shares later: if the stock rises above the coupon price, the holder can profit, but exercising them increases the number of shares outstanding and can dilute existing shareholders. Investors watch warrants because they affect future ownership, potential cash the company may receive, and the stock’s supply dynamics.
series B common warrantsfinancial
"...(iii) series B common warrants to purchase up to 16,666,667 shares of Common Stock..."
Series B common warrants are rights issued alongside a Series B financing that let the holder buy a company’s common shares at a fixed price before a set expiration date. Think of them like a coupon giving the option to purchase stock later at a pre-agreed price; if the stock rises above that price the warrants can be exercised for profit, but if not they expire worthless. Investors watch them because exercising or selling warrants can dilute existing ownership, change share count and bring immediate cash to the company, affecting valuation and investor returns.
senior secured notefinancial
"...including the payoff of redemption payments due on the senior secured note and working..."
A senior secured note is a debt instrument that ranks high in repayment priority and is backed by specific company assets as collateral, giving holders a legal claim on those assets if the issuer defaults. For investors, that makes these notes generally safer than unsecured or junior debt — like having a lien on a car when you borrow — so they usually pay lower interest but offer better chances of recovering capital in a bankruptcy.
registration statement on Form S-1regulatory
"The shares of Common Stock, pre-funded warrants, and Common Warrants are being offered... pursuant to an effective registration statement on Form S-1..."
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
placement agentfinancial
"WestPark Capital, Inc. is the sole placement agent for the Offering."
A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.
beneficially ownfinancial
"A holder of Pre-Funded Warrants or Common Warrants may not exercise such warrants to the extent that the holder... would beneficially own more than 4.99%..."
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
prospectusregulatory
"The offering is being made only by means of the prospectus forming part of the Registration Statement..."
A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.
TUCSON, Ariz., May 05, 2026 (GLOBE NEWSWIRE) -- Picard Medical, Inc. (NYSE American: PMI) (the “Company”), parent company of SynCardia Systems, LLC, maker of the world’s first total artificial heart approved by both the U.S. FDA and Health Canada, today announced the pricing of its "reasonable best efforts" offering with certain new and existing institutional investors for the purchase and sale of (i) 16,666,667 shares of the Company’s common stock, par value $0.0001 per share (or common stock equivalents in lieu thereof) (the “Common Stock”), (ii) series A common warrants to purchase up to 16,666,667 shares of Common Stock (the “Series A Common Warrants”), and (iii) series B common warrants to purchase up to 16,666,667 shares of Common Stock (the “Series B Common Warrants” together with the Series A Common Warrants, the “Common Warrants”) (the “Offering”). Each share of Common Stock or pre-funded warrant was sold together with an accompanying Series A and Series B Common Warrant at a combined offering price of $0.30 per share and accompanying Common Warrants. The gross proceeds to the Company from the offering are expected to be approximately $5 million, before deducting placement agent fees and other offering expenses payable by the Company.
WestPark Capital, Inc. is the sole placement agent for the Offering. The Offering is expected to close on or about May 6, 2026, subject to the satisfaction of customary closing conditions.
The Series A Common Warrants and the Series B Common Warrants will have an exercise price of $0.35 per share. The Series A Common Warrants will be exercisable immediately and will expire five years from the original issuance date. The Series B Common Warrants will be exercisable immediately and will expire 24 months from the original issuance date.
Each Pre-Funded Warrant is exercisable immediately upon issuance, will expire when exercised in full, and has an exercise price of $0.0001 per share. A holder of Pre-Funded Warrants or Common Warrants may not exercise such warrants to the extent that the holder, together with its affiliates and certain attribution parties, would beneficially own more than 4.99% (or, at the election of the holder prior to the issuance date, 9.99%) of the Company’s outstanding Common Stock following such exercise.
The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes including the payoff of redemption payments due on the senior secured note and working capital loans.
The Company has agreed to exchange certain existing warrants to purchase up to an aggregate of 7,009,346 shares of common stock at an exercise price of $2.675 per share for new warrants to purchase up to 10,000,000 shares of the Company’s Common Stock (the “New Warrants”). The New Warrants will have a reduced exercise price of $0.35 per share, will be exercisable immediately, and will expire five years from the original issuance date.
In connection with the exchange, the New Warrants eliminate certain provisions contained in the existing warrants, including (i) forced exercise provisions, which permitted the Company to require exercise upon specified trading price thresholds, and (ii) broad based anti dilution price protection provisions, which provided for automatic reductions to the exercise price and proportional share adjustments upon issuances below a defined price level.
The shares of Common Stock, pre-funded warrants, and Common Warrants are being offered by the Company pursuant to an effective registration statement on Form S-1, as amended (File No. 333-295333), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2026, and declared effective by the SEC on May 4, 2026 (the “Registration Statement”).
The offering is being made only by means of the prospectus forming part of the Registration Statement relating to the offering. A preliminary prospectus relating to this offering has been filed with the SEC, and a final prospectus relating to and describing the final terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Picard Medical and SynCardia
Picard Medical, Inc. is the parent company of SynCardia Systems, LLC (“SynCardia”), the Tucson, Arizona–based leader with the only commercially available total artificial heart technology for patients with end-stage heart failure. SynCardia develops, manufactures, and commercializes the SynCardia Total Artificial Heart (“STAH”), an implantable system that assumes the full functions of a failing or failed human heart. It is the first artificial heart approved by both the FDA and Health Canada, and it remains the only commercially available artificial heart in the United States and Canada. With more than 2,100 implants performed at hospitals across 27 countries, the SynCardia Total Artificial Heart is the most widely used and extensively studied artificial heart in the world. For additional information about Picard Medical, please visit www.picardmedical.com or review the Company’s filings with the U.S. Securities and Exchange Commission at www.sec.gov.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Forward-looking statements can often be identified by words such as “expect,” “intend,” and “will,” and similar expressions, and variations or negatives of these words. These statements include, but are not limited to, statements regarding the proceeds from the Offering, the closing of the Offering, and the use of proceeds. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, http://www.sec.gov.
What is Picard Medical (PMI) offering priced on May 5, 2026?
Picard Medical priced an offering expected to raise approximately $5.0 million. According to the company, the offering sells 16,666,667 common shares (or equivalents) with Series A and B warrants at a combined price of $0.30 per unit.
What are the exercise terms for the Series A and B warrants in the PMI offering?
Series A and B warrants have a $0.35 exercise price and are exercisable immediately. According to the company, Series A expires five years after issuance and Series B expires 24 months after issuance.
How will Picard Medical (PMI) use the net proceeds from the offering?
The company intends to use net proceeds for working capital and to repay specific debt obligations. According to the company, proceeds include payoff of senior secured note redemptions and working capital loans.
What changes occur to existing warrants under Picard Medical's exchange?
Picard Medical will exchange warrants to allow new warrants to purchase up to 10,000,000 shares at $0.35. According to the company, the new warrants remove forced-exercise and broad anti-dilution protections from the prior warrants.
When is the PMI offering expected to close and who is the placement agent?
The offering is expected to close on or about May 6, 2026. According to the company, WestPark Capital is the sole placement agent and closing is subject to customary conditions.
