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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):
April 7, 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 April 7, 2026, Picard Medical, Inc. (the “Company”)
entered into a securities purchase agreement (the “Purchase Agreement”) with Quick Capital, LLC, a Wyoming limited liability
company (the “Buyer”), an accredited investor, for the issuance and sale of a convertible promissory note in the principal
face amount of $555,555.56 (the “Note”) and 80,128 shares of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”), as origination shares (the “Origination Shares”). The Note was issued with an original issue
discount of $55,555.56, resulting in an aggregate funded amount of $500,000.00. The cash consideration delivered to the Company at the
closing was $490,000.00, after giving effect to the original issue discount and $10,000.00 withheld and directed for the Buyer’s
expenses.
The Note bears a one-time interest charge of twelve
percent, or $66,666.67, that is applied on the date of issuance, April 7, 2026 (the “Issue Date”). The Note matures nine (9)
months from the Issue Date and shall be repaid in six (6) equal monthly installments of $103,703.70, commencing on July 1, 2026, and continuing
on the first day of each month thereafter through December 1, 2026.
Upon the occurrence and during any continuation
of any Event of Default (as defined in the Note), the Note shall accrue an interest charge at a rate equal to the lesser of 20% on the
principal amount of the Note or the maximum rate of interest under applicable law. Upon the occurrence and during any continuation of
an Event of Default, the Note becomes immediately due and payable in an amount equal to 150% of the then outstanding principal, plus accrued
and unpaid interest and other amounts owed, subject to a cumulative maximum of 200% of such amounts. In addition, only upon an Event of
Default and during any continuation thereof, the Buyer may elect to convert all or any part of the outstanding principal and interest
on the Note in fully paid and non-assessable shares of the Company’s Common Stock at a conversion price per share equal to 75% of
the lowest trading price of the Common Stock for the ten (10) trading days prior to the date of conversion, subject to a 4.99% beneficial
ownership limitation.
The issuance of the Note, the Origination Shares
and the shares of Common Stock issuable upon conversion of the Note will not be registered under the Securities Act of 1933, as amended
(the “Securities Act”), or any state securities laws. The Note, the Origination Shares and the shares of Common Stock, if
issued, will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation
D promulgated thereunder.
The Note and the Purchase Agreement contain standard
and customary representations and warranties, agreements and obligations, and events of default. The foregoing descriptions of terms and
conditions of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by the full text of
the form of the Purchase Agreement and the Note, which are attached hereto as Exhibits 10.1 and 4.1, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference.
This Current Report on Form 8-K does not constitute
an offer to sell the securities or a solicitation of an offer to buy the securities, nor shall there be any sale of the securities in
any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
| Item 2.03 |
Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained above in Item 1.01 regarding
the Note and Purchase Agreement is hereby incorporated by reference into this Item 2.03.
| Item 3.02 |
Unregistered Sale of Equity Securities. |
The information contained above in Item 1.01 regarding
the Note and Purchase Agreement is hereby incorporated by reference into this Item 3.02.
| Item 3.03 | Material Modification to Rights of Security Holders. |
So long as the Company have any obligation under
this Note, the Company shall not, without the Buyer’s written consent, (a) pay, declare or set apart for such payment, any dividend
or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common
Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment
or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved
by a majority of the Company’s disinterested directors.
| Item 9.01. |
Financial Statements and Exhibits. |
The
following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 4.1 |
|
Convertible Promissory Note, dated as of April 7, 2026, issued by the Company in favor of the Buyer. |
| 10.1 |
|
Securities Purchase Agreement, dated April 7, 2026, by and between the Company and the Buyer. |
| 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: April 13, 2026
