Picard Medical issues 200K shares in warrant exchange

Cancellation of the warrants also ended their anti-dilution and other adjustment rights, without cash consideration to the company.

Rhea-AI Filing Summary

Picard Medical, Inc. (PMI) issued 200,000 shares of common stock on October 22, 2026, to the placement agent for its December 2025 private placement and the agent’s employee designee in exchange for surrender of the warrants covered by an agreement entered October 20, 2026. No cash exercise price or other cash consideration was payable by the holders or receivable by the company.

Before the company’s 1-for-50 reverse stock split, effective July 31, 2026, the warrants were exercisable for 8,187,766 shares. Upon issuance of the exchange shares, the warrants were fully satisfied, cancelled and terminated, including their anti-dilution and other adjustment rights. The agreement also provides for waiver of specified liquidated damages and release of claims relating to the warrants, subject to its conditions and cure provisions. The company relied on the Section 3(a)(9) exemption from registration.

8-K Event Classification

3 items: 1.01, 3.02, 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Exchange shares issued: 200,000 shares Pre-split warrant exercisable shares: 8,187,766 shares Reverse stock split: 1-for-50 +2 more

5 metrics

Exchange shares issued 200,000 shares Issued October 22, 2026, in exchange for the warrants

Pre-split warrant exercisable shares 8,187,766 shares Warrants were exercisable for this number of shares before the 1-for-50 reverse stock split

Reverse stock split 1-for-50 Effective July 31, 2026

Exchange agreement date October 20, 2026 Date the company entered into the Warrant Amendment and Exchange Agreement

Share issuance date October 22, 2026 Date the company issued the exchange shares after satisfaction of applicable conditions

Key Terms

anti-dilution rights, liquidated damages, supplemental listing application, Section 3(a)(9)

4 terms

anti-dilution rights financial

"including all anti-dilution and other adjustment rights"

liquidated damages financial

"waive specified liquidated damages"

A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.

supplemental listing application regulatory

"approval of the Company’s supplemental listing application"

A supplemental listing application is a request filed with a stock exchange or regulator to add additional securities or a new class of securities that relate to an already listed company—for example extra shares issued after a rights offer, a share consolidation, or a new series of bonds. Investors care because it changes how many tradable instruments exist and who can trade them, which can affect supply, ownership percentages and market liquidity much like adding more seats to a concert changes ticket availability and prices.

Section 3(a)(9) regulatory

"exemption from registration under Section 3(a)(9)"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

FAQ

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

How many shares did PMI issue in the warrant exchange?

PMI issued 200,000 shares of common stock on October 22, 2026, solely in exchange for the warrants, without cash or other consideration to the company.

What happened to PMI’s warrants in the exchange?

The holders surrendered the warrants, which were fully satisfied, cancelled and terminated upon issuance of the exchange shares, including all anti-dilution and other adjustment rights.

What conditions applied to PMI’s warrant exchange?

Issuance was subject to receipt of required holder documentation and NYSE American approval of the company’s supplemental listing application. PMI reported issuing the shares after satisfaction of the applicable conditions on October 22, 2026.

What registration exemption did PMI rely on for the warrant exchange?

PMI relied on the exemption from registration under Section 3(a)(9) of the Securities Act for the exchange.

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

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Available on EDGAR 10/23/2026 - 04:54 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:49 PM EDT Learn about SEC filing dates

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FORM 8-K

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): October 20, 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 October 20, 2026, Picard Medical, Inc. (the “Company”) entered into a Warrant Amendment and Exchange Agreement (the “Exchange Agreement”) with the placement agent  (the “Warrant Holder”) of its private placement closed on December 26, 2025 (the “December 2025 Private Placement”), and such Warrant Holder’s employee designee (“Designee”, together with the Warrant Holder, “Warrant Holders”) as a party by joinder who is bound by the surrender, release and other provisions of the Exchange Agreement applicable to him. Pursuant to the Exchange Agreement the Warrant Holders agreed to surrender the Warrants described below in exchange for 200,000 shares of the Company’s common stock.

The Exchange Agreement relates to common stock purchase warrants issued in the December 2025 Private Placement and held by the Warrant Holders (the “Warrants”). Before the Company’s 1-for-50 reverse stock split effective July 31, 2026, the Warrants were exercisable for 8,187,766 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”).

The Warrant Holders agreed to surrender all Warrants for 200,000 shares of Common Stock (the “Exchange Shares”). No cash exercise price or other cash consideration is payable by the Warrant Holders or receivable by the Company.

At the effective time specified in the Exchange Agreement, issuance of the Exchange Shares will fully satisfy and discharge the Warrants, which will be automatically cancelled and terminated, including all anti-dilution and other adjustment rights. Subject to the Exchange Agreement’s conditions and cure provisions, the Warrant Holders also will waive specified liquidated damages and release the Company from claims relating to the Warrants.

The Company’s obligation to issue the Exchange Shares is subject to the Exchange Agreement, including receipt of required holder documentation and NYSE American approval of the Company’s supplemental listing application. Upon satisfaction of those conditions, the Company will deliver the Exchange Shares in book-entry form. The parties intend the issuance to be exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

This summary is qualified in its entirety by the Exchange Agreement, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities. 

The information in Item 1.01 is incorporated herein by reference.

On October 22, 2026, after satisfaction of the applicable conditions, the Company issued 200,000 Exchange Shares to the Warrant Holders solely in exchange for the Warrants, without cash or other consideration to the Company. The Company relied on the exemption from registration under Section 3(a)(9) of the Securities Act. No broker, dealer or other person solicited the exchange for a commission or other remuneration.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
10.1(1)		Form of the Warrant Amendment and Exchange Agreement, dated as of October 20, 2026.
104		Cover Page Interactive Data File (formatted as Inline XBRL document)

⁽¹⁾ Portions of the exhibit, including certain private and confidential information has been omitted pursuant to Item 601(a)(6) and Item 601(b)(10)(iv) of Regulation S-K. The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

1

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: October 23, 2026

2

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 71.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB