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0002030617
0002030617
2026-06-18
2026-06-18
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): June 18, 2026
Picard Medical, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-42801
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86-3212894
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1992 E Silverlake
Tucson AZ, 85713
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(Address of principal executive offices, including zip code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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PMI
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The NYSE American, LLC
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2026, Patrick NJ Schnegelsberg notified Picard Medical, Inc. (the "Company") of his decision to step down as Chief Executive Officer and as a member of the Board of Directors of the Company (the "Board"), effective June 18, 2026 (the "Separation Date"), in connection with a planned leadership transition. Mr. Schnegelsberg's departure was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. The Board thanks Mr. Schnegelsberg for his service and his contributions during a formative period for the Company.
The Board appointed Richard Fang, Ph.D., 60, as the Company’s Interim Chief Executive Officer, effective as of the Separation Date. Dr. Fang, former Chief Executive Officer and current Chairman of the Board, will serve as Interim Chief Executive Officer until a permanent successor has been appointed by the Board, and will continue to serve in his current role as Chairman. Dr. Fang served as the Chief Executive Officer from September 2021 until July 2023. Dr. Fang has served as a member of the Board since September 2021.
Dr. Fang is a founder and managing partner of Hunniwell Lake Ventures LLC, a med-tech focused venture capital firm founded in 2019. In 2005, Dr. Fang founded Reach Surgical, a minimally invasive surgical instruments company in California. He directed the growth and international expansion of Reach Surgical over a 15-year period, building a globally recognized brand presence across six continents. During that period, Dr. Fang managed the end-to-end lifecycle of three product lines and dozens of SKUs. His tenure with Reach Surgical culminated in the recent sale of the company to a private equity buyer. In addition, Dr. Fang has over 20 years of hands-on expertise as a medical device industry professional, with a proven track record of success across the United States, including Johnson & Johnson. He has an MBA from the University of Cincinnati and a Ph.D. in Physics from Purdue University in Indianapolis.
There are no arrangements or understandings between Dr. Fang and any other persons pursuant to which he was selected as Interim Chief Executive Officer. Dr. Fang will receive an annual salary of $400,000 while he serves as Interim Chief Executive Officer. The information required to be disclosed under Item 404(a) of Securities and Exchange Commission Regulation S-K with respect to Dr. Fang is incorporated herein by reference from the disclosure included under the caption “Certain Relationships and Related Transactions” in the Registrant's preliminary Proxy Statement relating to the Registrant's 2026 Annual Meeting of Shareholders, which was filed with the SEC on June 12, 2026.
Item 7.01. Regulation FD Disclosure.
On June 24, 2026, Picard Medical, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the leadership transition. A copy of the Press Release is furnished as Exhibit 99.1 and incorporated by reference herein.
The information in this report and the exhibits attached hereto shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished herewith:
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Exhibit No.
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Description
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99.1
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Picard Medical Announces Leadership Transition Press Release dated June 24, 2026 |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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Picard Medical, Inc. |
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By: |
/s/ Georgina Smith
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Name: |
Georgina Smith
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Title: |
Chief Accounting Officer
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Dated: June 24, 2026
Exhibit 99.1
Picard Medical Announces Leadership Transition
-Chairman, Richard Fang Appointed Interim Chief Executive Officer -
TUCSON, Ariz., June 24, 2026 — Picard Medical, Inc. (NYSE American: PMI) (“Picard Medical” or the “Company”), parent company of SynCardia Systems, LLC (“SynCardia”), maker of the world’s first total artificial heart approved by both the U.S. Food and Drug Administration and Health Canada, today announced a leadership transition.
Patrick NJ Schnegelsberg has stepped down as Chief Executive Officer and as a member of the Company's Board of Directors, effective June 18, 2026. Mr. Schnegelsberg's departure was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. Effective June 18, 2026, the Board appointed Richard Fang, Ph.D., Executive Chairman of the Board, as Interim Chief Executive Officer. Dr. Fang will serve as Interim Chief Executive Officer while the Board conducts a search for a permanent Chief Executive Officer and will continue serving as Chairman of the Board.
"SynCardia remains uniquely positioned as the maker of the only FDA-approved total artificial heart," said Richard Fang, Ph.D., Interim Chief Executive Officer and Chairman of the Board. "Our mission remains unchanged: supporting patients with advanced biventricular heart failure, serving our clinical partners, and continuing to advance innovative technologies designed to expand treatment options. The Board of Directors thanks Mr. Schnegelsberg for his service and contributions during a formative period for the Company and wishes him success in his future endeavors. As we search for a permanent replacement to lead the Company, I look forward to working closely with our employees, customers, and stakeholders as we build upon the strong foundation that is in place."
Richard Fang, Ph.D. is a founder and managing partner of Hunniwell Lake Ventures LLC , a med-tech focused venture capital firm founded in 2019. In 2005, Dr. Fang founded Reach Surgical, a minimally invasive surgical instruments company in California. He directed the growth and international expansion of Reach Surgical over a 15-year period, building a globally recognized brand presence across six continents. During that period, Dr. Fang managed the end-to-end lifecycle of three product lines and dozens of SKUs. His tenure with Reach Surgical culminated in the recent sale of the company to a private equity buyer. In addition, Dr. Fang has over 20 years of firsthand expertise as a medical device industry professional, with a proven record of success across the United States, including Johnson & Johnson. He has an MBA from the University of Cincinnati and a Ph.D. in Physics from Purdue University in Indianapolis.
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 (the “SEC”) at www.sec.gov.
The Company expressly disclaims any obligation or undertaking to publicly update or revise any forward-looking statements contained herein, whether as a result of new information, future events, changed circumstances, or otherwise, except as required by law.
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 at www.sec.gov and on the Company's investor relations website at www.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
