Picard Medical raises $5.0 million, gets NYSE warning

Picard Medical, Inc. agreed to a registered public offering of 16,666,667 shares of common stock, or pre-funded warrants for the same number of shares, together with Series A and Series B warrants to purchase up to 16,666,667 shares each.

Rhea-AI Filing Summary

Picard Medical, Inc. agreed to a registered public offering of 16,666,667 shares of common stock, or pre-funded warrants for the same number of shares, together with Series A and Series B warrants to purchase up to 16,666,667 shares each. The combined public offering prices of $0.30 per share and $0.2999 per pre-funded warrant are expected to generate gross proceeds of approximately $5.0 million before fees, to be used for working capital, general corporate purposes, and debt repayment. The company granted investor, company, and insider lock-ups and set warrant exercise prices at $0.35 per share with expirations up to five years. Picard Medical also received a notice from NYSE American that its stockholders’ equity of approximately $3.8 million as of December 31, 2025 falls below the $4.0 million continued listing requirement, triggering a plan submission by June 7, 2026 to regain compliance by November 8, 2027 while its shares trade with a “.BC” below-compliance designation.

Positive

• Raises approximately $5.0 million in gross proceeds through a registered public offering of common stock, pre-funded warrants, and common warrants, designated for working capital, general corporate purposes, and repayment of debt, which can strengthen liquidity and the balance sheet.
• Structured warrant package with immediate exercisability, a $0.35 exercise price, and expirations up to five years, providing a defined framework for potential additional capital inflows if holders choose to exercise.

Negative

• Non-compliance with NYSE American equity standard as stockholders’ equity of approximately $3.8 million as of December 31, 2025 falls below the $4.0 million threshold, raising the risk of delisting if compliance is not restored.
• Below-compliance “.BC” designation on trading symbol may signal financial strain to market participants while the company works under a plan timeline extending to November 8, 2027.

Insights

Equity capital markets analyst

$5.0 million equity raise offsets, but does not eliminate, listing risk.

Picard Medical completed a highly structured equity and warrant financing, selling 16,666,667 common shares or pre-funded warrants plus equal amounts of Series A and B warrants at combined prices of $0.30 and $0.2999. Gross proceeds are approximately $5.0 million, earmarked for working capital, general corporate purposes, and debt repayment.

The package includes immediate exercisability, a $0.35 per-share exercise price on the common warrants, and expiries at up to five years, with 4.99% or 9.99% beneficial ownership caps. Company and investor lock-ups spanning 30 to 90 days may limit near-term additional issuance or variable-rate structures.

Despite this raise, the company reported stockholders’ equity of about $3.8 million as of December 31, 2025, below the NYSE American’s $4.0 million threshold. Whether the capital from this offering, along with operational steps outlined in the required plan due by June 7, 2026, will be sufficient for compliance by November 8, 2027 will depend on future financial performance and balance sheet evolution.

Listing and regulatory specialist

NYSE American has flagged Picard Medical for equity deficiency.

The NYSE American notice cites continued listing standards in Section 1003(a)(ii), which require stockholders’ equity of at least $4.0 million when a company has losses in three of its four most recent fiscal years. Picard Medical reported about $3.8 million of equity as of December 31, 2025 with such losses.

The company must submit a remediation plan by June 7, 2026 describing actions to regain compliance by November 8, 2027. Acceptance of the plan would allow continued listing during the plan period, subject to periodic review, while failure to submit, gain approval, or execute could lead to delisting procedures.

For now, trading continues on NYSE American under symbol PMI with a “.BC” indicator denoting below-compliance status. The notice does not alter ongoing business operations or SEC reporting, but future disclosures regarding the plan and subsequent equity levels will clarify the listing outlook.

8-K Event Classification

3 items: 1.01, 3.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares or pre-funded warrants offered: 16,666,667 units Series A warrants offered: 16,666,667 warrants Series B warrants offered: 16,666,667 warrants +5 more

8 metrics

Common shares or pre-funded warrants offered 16,666,667 units Registered public offering of common stock or pre-funded warrants

Series A warrants offered 16,666,667 warrants Warrants to purchase common stock in the offering

Series B warrants offered 16,666,667 warrants Additional common stock warrants in the offering

Combined public offering price per share unit $0.30 Per common share plus accompanying common warrants

Combined public offering price per pre-funded unit $0.2999 Per pre-funded warrant plus accompanying common warrants

Gross proceeds from offering approximately $5.0 million Before discounts, commissions, and expenses

Stockholders’ equity reported approximately $3.8 million As of December 31, 2025

Required equity threshold $4.0 million NYSE American continued listing standard Section 1003(a)(ii)

Key Terms

pre-funded warrants, Series A warrants, beneficial ownership limitations, continued listing standards, +2 more

6 terms

pre-funded warrants financial

"or, in lieu thereof for certain Purchasers, pre-funded warrants to purchase up to 16,666,667 shares of Common Stock"

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 warrants financial

"Series A warrants to purchase up to 16,666,667 shares of Common Stock"

Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.

beneficial ownership limitations financial

"The Purchase Agreement contains customary beneficial ownership limitations on exercise of the Pre-Funded Warrants and Common Warrants at 4.99% (or, at the election of the holder, 9.99%)"

Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.

continued listing standards regulatory

"the Company is not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(ii) of the NYSE American Company Guide"

Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.

lock-up agreements financial

"the Company’s directors, officers and 10% or greater stockholders entered into lock-up agreements covering a period of 30 days"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

variable rate transaction financial

"also agreed not to enter into an agreement involving a variable rate transaction for 90 days following the closing of the Offering"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Picard Medical (PMI) announce about its new equity offering?

Picard Medical agreed to a registered public offering of 16,666,667 common shares, or pre-funded warrants, plus Series A and B warrants. The combined public offering prices are $0.30 per share and $0.2999 per pre-funded unit, targeting approximately $5.0 million in gross proceeds before fees.

How will Picard Medical use the approximately $5.0 million in gross proceeds?

The company plans to use the approximately $5.0 million in gross proceeds for working capital and general corporate purposes, including repayment of debt. This allocation focuses on supporting day-to-day operations while reducing existing borrowing obligations on the balance sheet.

What are the key terms of Picard Medical’s Series A, Series B and pre-funded warrants?

The common warrants are immediately exercisable at $0.35 per share, with Series A warrants expiring five years from issuance and Series B warrants expiring after 24 months. Pre-funded warrants are exercisable at $0.0001 per share and remain outstanding until fully exercised.

Why did NYSE American issue a non-compliance notice to Picard Medical?

NYSE American issued the notice because Picard Medical reported stockholders’ equity of about $3.8 million as of December 31, 2025, below the $4.0 million minimum, and has incurred losses from continuing operations or net losses in three of its four most recent fiscal years.

What steps must Picard Medical take to regain NYSE American listing compliance?

The company must submit a plan by June 7, 2026 describing actions to meet continued listing standards by November 8, 2027. If NYSE American accepts the plan, Picard Medical can remain listed during the plan period, subject to ongoing progress reviews.

Does the NYSE American notice immediately affect trading in Picard Medical stock?

The notice has no immediate effect on trading; Picard Medical’s common stock continues to trade on NYSE American under the symbol PMI. However, it now carries a “.BC” indicator, signaling that the company is currently below the exchange’s continued listing standards.

What lock-up and issuance restrictions apply after Picard Medical’s offering?

The company agreed not to issue or agree to issue new common stock for 60 days after closing, and not to enter variable rate transactions for 90 days, subject to exceptions. Directors, officers, and 10% stockholders also entered 30-day lock-up agreements following the offering’s closing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 05:08 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 5, 2026

Picard Medical, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42801		86-3212894
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1992 E Silverlake
Tucson AZ, 85713

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (520) 545-1234

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		PMI		The NYSE American, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On May 5, 2026, Picard Medical, Inc. (the “Company”), agreed to sell to investors, in a registered public offering (the “Offering”) an aggregate of: (i) 16,666,667 shares (the “Offered Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), or, in lieu thereof for certain Purchasers, pre-funded warrants to purchase up to 16,666,667 shares of Common Stock (the “Pre-Funded Warrants”), (ii) Series A warrants to purchase up to 16,666,667 shares of Common Stock (the “Series A Warrants”), and (iii) Series B warrants to purchase up to 16,666,667 shares of Common Stock (the “Series B Warrants” and, together with the Series A Warrants, the “Common Warrants”). The combined public offering price for each Offered Share and accompanying Common Warrants, each to purchase one share of Common Stock, was $0.30, and the combined public offering price for each Pre-Funded Warrant and accompanying Common Warrants, each to purchase one share of Common Stock, was $0.2999, resulting in gross proceeds of approximately $5.0 million, before deducting discounts and commissions and other estimated offering expenses. The Company intends to use the proceeds from the sale of its securities for working capital and general corporate purposes, including the repayment of debt. Certain of the investors purchased their Offered Shares and Common Warrants pursuant to a securities purchase agreement dated May 5, 2026 by and among the Company and such investors (the “Purchase Agreement”).

The Common Warrants are immediately exercisable at an exercise price of $0.35 per share. The Series A Warrants expire on the fifth anniversary of the original issuance date, and the Series B Warrants expire on the twenty-four (24) month anniversary of the original issuance date. The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per share and will not expire until exercised in full. The Purchase Agreement contains customary beneficial ownership limitations on exercise of the Pre-Funded Warrants and Common Warrants at 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.

The Purchase Agreements contain customary representations, warranties and covenants of the Company and the Purchasers.

WestPark Capital, Inc. acted as the sole placement agent (the “Placement Agent”) in connection with the Offering pursuant to a placement agency agreement, dated May 5, 2026, by and between the Company and the Placement Agent (the “Placement Agency Agreement”). Pursuant to the Placement Agency Agreement, the Company paid the Placement Agent a cash fee equal to 7.0% of the gross proceeds of the Offering and paid a financial advisor a management fee equal to 1.0% of the aggregate purchase price paid by the Purchasers. The Company has agreed, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of Common Stock for 60 days following the closing of the Offering and also agreed not to enter into an agreement involving a variable rate transaction for 90 days following the closing of the Offering, subject to certain exceptions. In addition, the Company’s directors, officers and 10% or greater stockholders entered into lock-up agreements covering a period of 30 days following the closing of the Offering.

The Offered Shares, the Pre-Funded Warrants, the Common Warrants and the shares of Common Stock underlying the Pre-Funded Warrants and Common Warrants were offered and sold pursuant to the Company’s Registration Statement on Form S-1 (Registration No. 333- 295333), which was initially filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2026, and declared effective on May 4, 2026. The Offering closed on May 6, 2026.

The foregoing descriptions of the Placement Agency Agreement, Common Warrants, the Pre-Funded Warrants, and the Purchase Agreements (including any ancillary documents) do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 1.1, 4.1, 4.2, 4.3, and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

1

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 8, 2026, the Company received a written notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) indicating that the Company is not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”) requiring a company to have stockholders’ equity of at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. The Notice states that the Company reported a stockholders’ equity of approximately $3.8 million as of December 31, 2025 and has incurred losses from continuing operations and/or net losses in three of its four most recent fiscal years, as reflected in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 30, 2026.

In connection with its non-compliance with Section 1003(a)(ii), the Company must submit a plan (the “Plan”) to the NYSE American by June 7, 2026, advising of actions it has taken or will take to regain compliance with the continued listing standards by November 8, 2027.

The Company has begun to prepare its Plan in accordance with the June 7, 2026 deadline. If NYSE American accepts the Company’s Plan, the Company will be able to continue its listing during the Plan period and will be subject to continued periodic review by the NYSE American staff. If the Plan is not submitted, not accepted, or is accepted but the Company is not in compliance with the continued listing standards by November 8, 2027, or if the Company does not make progress consistent with the Plan during the Plan period, the Company will be subject to delisting procedures as set forth in the Company Guide.

The Notice has no immediate effect on the listing or trading of the Company’s Common Stock and the Common Stock will continue to trade on the NYSE American under the symbol “PMI” but will have an added designation of “.BC” to indicate the status of the Common Stock as “below compliance”. The Notice does not affect the Company’s ongoing business operations or its reporting requirements with the SEC.

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
1.1		Placement Agency Agreement, dated May 5, 2026, by and between the Company and the Placement Agent.
4.1		Form of Series A Warrant.
4.2		Form of Series B Warrant.
4.3		Form of Pre-Funded Warrant.
5.1		Opinion of Winston & Strawn LLP
10.1		Form of Purchase Agreement, dated May 5, 2026, by and among the Company. and the Purchasers named therein.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Picard Medical, Inc.
By:	/s/ Patrick NJ Schnegelsberg
	Name:	Patrick NJ Schnegelsberg
	Title:	Chief Executive Officer

Dated: May 11, 2026

4

Filing Exhibits & Attachments

11 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 270.5 KB

Other Documents

• EX-1.1 EXHIBIT 1.1 57.0 KB
• EX-4.1 EXHIBIT 4.1 97.6 KB
• EX-4.2 EXHIBIT 4.2 97.6 KB
• EX-4.3 EXHIBIT 4.3 95.2 KB
• EX-5.1 EXHIBIT 5.1 9.8 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB
• EX-5 GRAPHIC 22.9 KB
• EX-5 GRAPHIC 5.5 KB