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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): November 26, 2025
2025-11-25
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
November 26, 2025 (the “Effective Date”), Picard Medical, Inc., a Delaware corporation (the “Company”)
entered into a short-term bridge financing in the form of an unsecured promissory note (the “Note”) with Fang
Family Fund, LLC (“FFF I”), an affiliate of Mr. Richard Fang, the Chairman of the Company’s Board of
Directors (the “Board”), pursuant to which FFF I agreed to lend the Company an aggregate principal amount of
$1,000,000 (the “Principal Amount”). The Company intends to use the proceeds for general corporate purposes,
including short-term working capital, liquidity management, and to fund near-term operating expenses. The Principal Amount bears interest
at a rate of six percent (6%) per annum, compounded annually, and is payable, along with all accrued and unpaid interest, on November
27, 2026 (the “Maturity Date”). The Company may prepay the Note, in whole or in part, at any time without premium
or penalty.
Mr.
Fang is the Company’s Chairman of the Board and may be deemed a related person under Item 404(a) of Regulation S-K. As of Effective
Date, the aggregate dollar amount involved in the transaction is $1,000,000, consisting of the Principal Amount, plus any interest payable
in accordance with the terms of the Note and any fees or expenses reimbursable thereunder. Aside from the obligations of the Company
to repay principal, interest, and any applicable fees and expenses, there are no other material ongoing obligations of the Company to
Mr. Fang in connection with the Note.
The
transaction was reviewed and approved by the disinterested members of the Audit Committee of the Board and ratified by the disinterested
members of the Board. The Audit Committee reviewed the transaction and determined that the terms of the Note, including the interest
rate and other economic terms, are fair to, and on terms no less favorable to, the Company than could have been obtained in a comparable
transaction with an unaffiliated third party.
The
Company entered into the Note to address short-term liquidity needs and currently expects to repay the Note at or prior to maturity from
cash generated by operations and/or the proceeds of future financing or refinancing transactions, but no assurances can be given regarded
the timing or availability of such sources.
The
foregoing description of the Note does not purpose to be complete and is qualified in its entirety by reference to the full text of the
Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item
2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.. |
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.
| Item 9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 10.1 |
|
Promissory Note, dated November 26, 2025. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
November 26, 2025
