Picard Medical, INC. 8-K Filing

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share PMI The NYSE American, LL
• $4,000,000 — e Company to: (i) maintain a minimum of $4,000,000 in cash while any of the Notes remain o
• $15,000,000 — nt) in an aggregate principal amount of $15,000,000, as the first draw under a notes facili
• $35,000,000 — dditional aggregate principal amount of $35,000,000 at one or more subsequent closings prio
• $2.675 — , and the initial exercise price equals $2.675. For any subsequent closing, the number

Filing Documents

• picardmedical_8k.htm (8-K) — 46KB
• picardmedical_ex4-1.htm (EX-4.1) — 146KB
• picardmedical_ex4-2.htm (EX-4.2) — 309KB
• picardmedical_ex10-1.htm (EX-10.1) — 1306KB
• picardmedical_ex10-2.htm (EX-10.2) — 296KB
• picardmedical_ex10-3.htm (EX-10.3) — 100KB
• picardmedical_ex99-1.htm (EX-99.1) — 9KB
• ex10-1_001.jpg (GRAPHIC) — 8KB
• ex99-1_001.jpg (GRAPHIC) — 11KB
• 0001829126-25-010336.txt ( ) — 2851KB
• pmi-20251224.xsd (EX-101.SCH) — 3KB
• pmi-20251224_lab.xml (EX-101.LAB) — 33KB
• pmi-20251224_pre.xml (EX-101.PRE) — 22KB
• picardmedical_8k_htm.xml (XML) — 3KB

From the Filing

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): December 24, 2025 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. Securities Purchase Agreement On December 24, 2025, Picard Medical, Inc. (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with a single institutional investor (the "Buyer"), pursuant to which the Company agreed to issue and sell, in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D, promulgated thereunder (the "Private Placement"): (i) senior secured notes of the Company due December 26, 2028 (the "Notes") and (ii) warrants (the "Warrants" and together with the Notes, the "Securities") to purchase 7,009,346 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). In connection with the Private Placement, the Company entered into an engagement letter with WestPark Capital, Inc. ("WestPark"), pursuant to which WestPark acted as the Company's exclusive placement agent. Pursuant to the WestPark engagement letter, the Company paid WestPark a cash fee equal to 7.5% of the gross proceeds of the Private Placement. In addition, upon the closing of the Private Placement WestPark became entitled to receive warrants to purchase up to 5% of the aggregate number of shares of Common Stock issued and issuable pursuant to the Private Placement, at 125% of the price of the shares of Common Stock issued or issuable for a term of five years. The Purchase Agreement contains customary representations, warranties and covenants of the Company and the Buyer, including, among others, covenants requiring the Company to: (i) maintain a minimum of $4,000,000 in cash while any of the Notes remain outstanding; (ii) refrain from registering, offering or issuing any equity or equity-linked securities until 30 calendar days following the Initial Closing (as defined herein); (iii) seek stockholder approval for (A) the issuance of the shares underlying the Securities, and (B) an increase in authorized shares of Common Stock to at least 300 million shares (collectively, the "Stockholder Approval"), at the Company's next annual meeting; and (iv) file a resale registration statement (the "registration statement") for all shares of Common Stock underlying the Securities within 15 days of the Initial Closing and cause it to become effective within 30 days of filing (or 60 days if reviewed by the SEC). The Purchase Agreement also grants the Buyer a right to participate for up to 25% of any future financing of the Company until the earlier of (A) 18 months from the Initial Closing and (B) the later of (i) the Company's termination, by written notice, to the Buyer of its right to elect to require the Buyer to purchase the Subsequently Purchased Notes (as defined in the Purchase Agreement), and (ii) the date the Notes are paid in full. The Company intends to use the net proceeds for working capital and general corporate purposes. Sen

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