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Picard Medical (NYSE American: PMI) plans 1-for-50 reverse split for NYSE listing

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Picard Medical, Inc. approved a 1-for-50 reverse stock split of its common stock, implemented through a Certificate of Amendment filed in Delaware after stockholders authorized a reverse split range of 1-for-15 to 1-for-50. The split becomes effective at 5:00 p.m. Eastern Time on July 31, 2026.

Beginning August 3, 2026, the shares will trade on the NYSE American on a split-adjusted basis under the symbol PMI with new CUSIP 71953R 207. Every 50 issued and outstanding shares will be combined into one share, with no fractional shares issued and any fractions rounded up. The transaction will proportionately reduce outstanding shares while leaving each holder’s ownership percentage substantially unchanged and will adjust outstanding equity awards, warrants and other convertible securities, supporting continued compliance with NYSE American continued listing standards.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse stock split ratio 1-for-50 Ratio at which Picard Medical common stock will be consolidated
Effective time 5:00 p.m. Eastern Time on July 31, 2026 Time when the reverse stock split becomes legally effective
Split-adjusted trading date August 3, 2026 Date PMI common stock begins trading on a split-adjusted basis on NYSE American
New CUSIP number 71953R 207 CUSIP assigned to Picard Medical common stock following the reverse split
STAH implants More than 2,100 implants Total SynCardia Total Artificial Heart implants across 27 countries
Reverse Stock Split financial
"implementation of a 1-for-50 reverse stock split of the Company's issued"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
NYSE American continued listing standards regulatory
"Reverse stock split to support continued compliance with NYSE American continued listing standards"
CUSIP number financial
"with a new CUSIP number of 71953R 207"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
total artificial heart medical
"maker of the world's first and only total artificial heart approved"
A total artificial heart is a surgically implanted mechanical device that replaces the heart’s two main pumping chambers and takes over circulation, acting like a continuous pump that keeps blood moving through the body. Investors care because it is a high-cost, high-stakes medical product whose commercial success depends on clinical trial results, regulatory approvals, hospital adoption, reimbursement rules and long-term patient outcomes — factors that drive revenue potential and risk.

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FAQ

What reverse stock split did Picard Medical (PMI) approve?
Picard Medical approved a 1-for-50 reverse stock split of its common stock. Every fifty existing shares will be automatically combined into one share, reducing the share count while keeping each stockholder’s percentage ownership substantially unchanged, subject to rounding for fractional shares.

When does Picard Medical (PMI) reverse stock split take effect?
The reverse stock split becomes effective at 5:00 p.m. Eastern Time on July 31, 2026. Picard Medical’s common stock is expected to begin trading on a split-adjusted basis on August 3, 2026 on the NYSE American under the existing ticker PMI.

How will fractional shares be handled in Picard Medical’s (PMI) reverse split?
Picard Medical will not issue fractional shares in the reverse stock split. Any stockholder who would otherwise receive a fractional share will have that amount rounded up to the nearest whole share, slightly increasing their share count versus strict mathematical division.

Why is Picard Medical (PMI) implementing a reverse stock split?
The company states the 1-for-50 reverse stock split is intended to support continued compliance with NYSE American continued listing standards. It is described as an important step in maintaining the listing while positioning Picard Medical for its next phase of growth.

How does the reverse split affect Picard Medical (PMI) stockholder ownership?
The reverse stock split will proportionately reduce outstanding shares but is expected to leave each stockholder’s percentage ownership in Picard Medical substantially unchanged. Only the number of shares and per-share price adjust, aside from rounding of fractional shares.

What happens to Picard Medical (PMI) equity awards and warrants after the split?
The reverse stock split will proportionately adjust the number of shares underlying Picard Medical’s outstanding equity awards, warrants and other convertible securities, as well as their exercise or conversion prices, in accordance with their existing terms after the 1-for-50 consolidation.

Will Picard Medical (PMI) investors need to take action for the reverse split?
According to the company, stockholders holding shares electronically or in book-entry form are not required to take any action. Picard Medical’s transfer agent, Continental Stock Transfer & Trust Company, will act as exchange agent for processing the reverse stock split.
false 0002030617 0002030617 2026-07-21 2026-07-21
 
 
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): July 21, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On July 21, 2026 , Picard Medical, Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, to effect a reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001 per share (the "Common Stock"), at a ratio of 1-for-50 (the “Reverse Stock Split”). The Reverse Stock Split will become effective at 5:00 PM Eastern Time on July 31, 2026 (the “Effective Time”).
 
Pursuant to the Reverse Stock Split, every 50 shares of the Company’s issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock. The par value of the Common Stock will remain unchanged. 
 
Item 8.01.  Other Events.
 
Also on July 21, 2026, the Company issued a press release announcing the approval of the Reverse Stock Split. The Reverse Stock Split will become effective at the Effective Time and, commencing at market open on August 3, 2026, the Company’s Common Stock will trade on the NYSE American on a split-adjusted basis under the existing trading symbol “PMI”. The Common Stock has been assigned a new CUSIP number 71953R 207.
 
At the Effective Time, the total number of shares of Common Stock will be exchanged for the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock, divided by (ii) 50, with such resulting number of shares rounded up to the nearest whole share. No fractional shares are being issued in connection with the Reverse Stock Split.
 
A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
  
Description
3.1*
  
Certificate of Amendment, dated July 21, 2026
99.1   Press Release, Dated July 21, 2026
104
  
Cover Page Interactive Data File (formatted as Inline XBRL document).
 
* Filed herewith
 
 
 
 
 
 
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/ Georgina Smith
 
Name:
Georgina Smith
  Title:
Chief Accounting Officer
 
Dated: July 21, 2026
 
 
 

Exhibit 99.1

 

Picard Medical Announces Reverse Stock Split Following Stockholder Approval to Support Continued NYSE American Listing Compliance

 

-Reverse stock split to support continued compliance with NYSE American continued listing standards-

 

TUCSON, Ariz., July 21, 2026 — Picard Medical, Inc. (NYSE American: PMI) (the "Company" or "Picard Medical"), parent company of SynCardia Systems LLC, maker of the world's first and only total artificial heart approved by both the U.S. Food and Drug Administration ("FDA") and Health Canada, today announced that its Board of Directors has approved the implementation of a 1-for-50 reverse stock split of the Company's issued and outstanding common stock (the “Reverse Stock Split”). As disclosed in the Company’s Current Report on Form 8-K filed on July 21, 2026, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation at the annual meeting of the stockholders held on July 17, 2026, authorizing a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-15 to 1-for-50, with the ratio, implementation and timing to be determined by the Board in its sole discretion. The Board subsequently determined to effect the Reverse Stock Split at a ratio of 1-for-50.

 

The Reverse Stock Split is expected to become effective at 5:00 p.m. Eastern Time on July 31, 2026, with the Company's common stock expected to begin trading on a split-adjusted basis at the opening of trading on August 3, 2026 under the existing NYSE American ticker symbol, “PMI” with a new CUSIP number of 71953R 207.

 

At the effective time of the Reverse Stock Split, every fifty (50) issued and outstanding shares of the Company's common stock will automatically be combined into one (1) issued and outstanding share of common stock for stockholders of record as of the close of trading on July 31, 2026, the effective date. The Reverse Stock Split will proportionately reduce the number of outstanding shares of common stock while leaving each stockholder's percentage ownership in the Company substantially unchanged, subject to the treatment of fractional shares.

 

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split will have their shares rounded up to the nearest whole share. The Reverse Stock Split will proportionately adjust the number of shares of common stock underlying the Company's outstanding equity awards, warrants and other convertible securities, as well as the applicable exercise or conversion prices, in accordance with their respective terms.

 

"The Reverse Stock Split is an important step in supporting our continued listing on NYSE American while positioning Picard Medical for our next phase of growth," said Richard Fang, Interim Chief Executive Officer and Chairman of the Board. "We remain focused on executing on our updated commercial strategy for the SynCardia Total Artificial Heart, expanding adoption of this technology while optimizing our manufacturing, advancing the development of the Emperor, next-generation total artificial heart platform, and pursuing opportunities to create long-term value for our stockholders."

 

The Company's transfer agent, Continental Stock Transfer & Trust Company, will act as exchange agent for the Reverse Stock Split. Stockholders holding shares electronically through a brokerage account or in book-entry form are not required to take any action to receive their post-split shares.

 

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 STAH 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 “will,” “continue,” “goal,” “advance,” “intended,” and “designed to,” and similar expressions, and various or negatives of these words. These statements include, but are not limited to, statements regarding timing and implementation of the Reverse Stock Split, Picard Medical’s next phase of growth, advancing development of our next generation fully implantable total artificial heart platform, executing commercial strategy for and expanding adoption of, the STAH, and pursuing opportunities to create long-term value for our stockholders. 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. Additional information about the Company, including risk factors that may affect the Company’s business, financial condition, and results of operations, is contained in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available free of charge on the SEC’s website at http://www.sec.gov and on the Company’s investor relations website at https://picardmedical.com/.

 

Contact:

 

Investors
Eric Ribner
Managing Director
LifeSci Advisors LLC
eric@lifesciadvisors.com

 

Picard Medical, Inc./SynCardia Systems, LLC
IR@picardmedical.com

 

General/Media
Brittany Lanza
blanza@syncardia.com

 

 

Source: View Original Filing on SEC EDGAR

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