Picard Medical (NYSE: PMI) pushes back Q2 report over warrant and reverse-split accounting

Rhea-AI Filing Summary

Picard Medical, Inc. notified regulators that it will not file its Quarterly Report on Form 10-Q for the period ended June 30, 2026 on time. Management cites the need for additional time to review and analyze equity-related transactions, including fair value adjustments from a warrant exchange and equity offering in May 2026, retroactive calculations tied to a reverse stock split, and related disclosure requirements. The company states it is working with its external auditor and expects to file the Form 10-Q within the five-day extension period permitted under Rule 12b-25 and indicates it does not anticipate any significant change in results of operations versus the prior-year period.

Key Figures

Period Ended: June 30, 2026 Extension Period: five calendar days Signature Date: August 14, 2026 +1 more

4 metrics

Period Ended June 30, 2026 Quarterly Report on Form 10-Q covered period

Extension Period five calendar days Expected filing timing for the Form 10-Q under Rule 12b-25

Signature Date August 14, 2026 Date the notification of late filing was signed

Contact Telephone (520) 545-1234 Investor contact number listed for Georgina Smith

Key Terms

Form 12b-25, warrant exchange, equity offering, reverse stock split

4 terms

Form 12b-25 regulatory

"NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

warrant exchange financial

"fair value adjustments related to the warrant exchange and equity offering"

A warrant exchange is a corporate offer allowing holders of existing warrants (rights to buy company stock at a set price) to swap them for new securities—such as replacement warrants with different strike prices or expiration dates, or for shares or cash. For investors it changes the potential upside, timing and dilution risk—think of trading an old coupon for a new one with different value and expiry, which can preserve or reshape future gains.

equity offering financial

"fair value adjustments related to the warrant exchange and equity offering in May 2026"

An equity offering is when a company sells new shares to investors to raise money, similar to cutting a larger pizza into more slices to bring to a party. It matters because it changes ownership stakes — existing shareholders own a smaller portion of the company after the sale — and can affect the stock price and future profits depending on how the raised funds are used.

reverse stock split financial

"retroactive calculations and changes resulting from the reverse stock split"

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.

FAQ

Why did Picard Medical, Inc. (PMI) file an NT 10-Q for the June 30, 2026 quarter?

Picard Medical filed an NT 10-Q because it cannot file its June 30, 2026 Form 10-Q on time. Management needs more time to analyze equity transactions, including a May 2026 warrant exchange, equity offering, reverse stock split impacts, and related disclosures.

When does Picard Medical, Inc. (PMI) expect to file the delayed June 30, 2026 Form 10-Q?

Picard Medical expects to file the Form 10-Q within the five-day extension period allowed under Rule 12b-25. The company reports it is working diligently with its external auditor to complete the review and filing.

What specific accounting areas are delaying Picard Medical, Inc.’s (PMI) June 30, 2026 Form 10-Q?

The delay stems from reviewing fair value adjustments from a May 2026 warrant exchange and equity offering, retroactive calculations from a reverse stock split, and related disclosure requirements for these equity transactions in the current quarter.

Does Picard Medical, Inc. (PMI) expect a significant change in results for the June 30, 2026 quarter?

Picard Medical indicates it does not anticipate a significant change in results of operations compared with the corresponding period last year. This statement will apply to the earnings reported in the delayed June 30, 2026 Form 10-Q.

Are Picard Medical, Inc.’s (PMI) other required SEC reports up to date?

Yes. Picard Medical states that all other periodic reports required under the Exchange Act or Investment Company Act during the last 12 months have been filed. The late filing notice applies only to the June 30, 2026 Form 10-Q.

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Available on EDGAR 08/17/2026 - 06:24 AM Accepted by SEC EDGAR 08/17/2026 - 06:23 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

SEC File Number

001-42801

CUSIP Number

71953R207

NOTIFICATION OF LATE FILING

(Check One): ☐ Form 10-K   ☐ Form 20-F   ☐ Form 11-K   ☒ Form 10-Q   ☐ Form 10-D   ☐ Form N-CEN   ☐ Form N-CSR

For Period Ended: June 30, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: ________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Picard Medical, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

1992 E. Silverlake Rd.

Address of Principal Executive Office (Street and Number)

Tucson, AZ 85713 

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	[X]	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	[X]	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject ☐ quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	[  ]	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III— NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

(Attach extra sheets if needed.)

Picard Medical, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q within the prescribed time period without unreasonable effort or expense. Additional time is required by management to complete its review and analysis of equity transactions in the current quarter, pertaining to: a) fair value adjustments related to the warrant exchange and equity offering in May 2026, b) retroactive calculations and changes resulting from the reverse stock split, and c) disclosure requirements related to the transactions noted above. The Company is working diligently with its external auditor to complete the Form 10-Q and expects to file within the five-day extension period.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Georgina Smith		(520)		545-1234
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X]Yes [  ] No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [  ] Yes [X]No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Picard Medical Systems Inc.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 14, 2026	By:	/s/ Georgina Smith
	Name:	Georgina Smith
	Title:	Chief Accounting Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).