Form 8-K

8-K — Picard Medical, Inc.

Accession: 0001437749-26-024025

Filed: 2026-07-22

Period: 2026-07-21

CIK: 0002030617

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — pmi20260721_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (ex_991235.htm)

EX-99.1 — EXHIBIT 99.1 (ex_991363.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: pmi20260721_8k.htm · Sequence: 1

pmi20260721_8k.htm

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0002030617

2026-07-21

--12-31

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): July 21, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 21, 2026 , Picard Medical, Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, to effect a reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001 per share (the "Common Stock"), at a ratio of 1-for-50 (the “Reverse Stock Split”). The Reverse Stock Split will become effective at 5:00 PM Eastern Time on July 31, 2026 (the “Effective Time”).

Pursuant to the Reverse Stock Split, every 50 shares of the Company’s issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock. The par value of the Common Stock will remain unchanged.

Item 8.01. Other Events.

Also on July 21, 2026, the Company issued a press release announcing the approval of the Reverse Stock Split. The Reverse Stock Split will become effective at the Effective Time and, commencing at market open on August 3, 2026, the Company’s Common Stock will trade on the NYSE American on a split-adjusted basis under the existing trading symbol “PMI”. The Common Stock has been assigned a new CUSIP number 71953R 207.

At the Effective Time, the total number of shares of Common Stock will be exchanged for the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock, divided by (ii) 50, with such resulting number of shares rounded up to the nearest whole share. No fractional shares are being issued in connection with the Reverse Stock Split.

A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1*

Certificate of Amendment, dated July 21, 2026

99.1

Press Release, Dated July 21, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL document).

* Filed herewith

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: July 21, 2026

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: ex_991235.htm · Sequence: 2

ex_991235.htm

Exhibit 3.1

CERTIFICATE OF AMENDMENT

to the

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

PICARD MEDICAL, INC.

July 21, 2026

PICARD MEDICAL, INC. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

The name of the Company is Picard Medical, Inc. The Certificate of Incorporation of the Company was originally filed with the Secretary of State of the State of Delaware on April 8, 2021, under the name Picard Systems, Inc. On August 28, 2025, the Company filed a Second Amended and Restated Certificate of Incorporation (as amended and restated, the “Certificate of Incorporation”), which was amended by that Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, dated as of March 10, 2026, filed with the Delaware Secretary of State on March 24, 2026.

Section 1 of Article IV of the Certificate of Incorporation is hereby amended by adding the following paragraph to the end of such section:

“Effective at 5:00 p.m. Eastern Daylight Time on July 31, 2026 (the “Effective Time”), each 50 shares of Common Stock then issued and outstanding, or held in treasury of the Corporation, immediately prior to the Effective Time shall automatically be reclassified and converted into one (1) share of Common Stock, without any further action by the Corporation or the respective holders of such shares (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. A holder of Common Stock who would otherwise be entitled to receive a fractional share of Common Stock as a result of the Reverse Stock Split will receive one whole share of Common Stock in lieu of such fractional share.”

3. This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by the directors and stockholders of the Company.

4. This Certificate of Amendment shall become effective upon filing with the Secretary of State of the State of Delaware.

[signature page follows]

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the date first written above.

PICARD MEDICAL, INC.

By:

/s/ Richard Fang

Name: Richard Fang

Title: Interim Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_991363.htm · Sequence: 3

ex_991363.htm

Exhibit 99.1

Picard Medical Announces Reverse Stock Split Following Stockholder Approval to Support Continued NYSE American Listing Compliance

-Reverse stock split to support continued compliance with NYSE American continued listing standards-

TUCSON, Ariz., July 21, 2026 — Picard Medical, Inc. (NYSE American: PMI) (the "Company" or "Picard Medical"), parent company of SynCardia Systems LLC, maker of the world's first and only total artificial heart approved by both the U.S. Food and Drug Administration ("FDA") and Health Canada, today announced that its Board of Directors has approved the implementation of a 1-for-50 reverse stock split of the Company's issued and outstanding common stock (the “Reverse Stock Split”). As disclosed in the Company’s Current Report on Form 8-K filed on July 21, 2026, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation at the annual meeting of the stockholders held on July 17, 2026, authorizing a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-15 to 1-for-50, with the ratio, implementation and timing to be determined by the Board in its sole discretion. The Board subsequently determined to effect the Reverse Stock Split at a ratio of 1-for-50.

The Reverse Stock Split is expected to become effective at 5:00 p.m. Eastern Time on July 31, 2026, with the Company's common stock expected to begin trading on a split-adjusted basis at the opening of trading on August 3, 2026 under the existing NYSE American ticker symbol, “PMI” with a new CUSIP number of 71953R 207.

At the effective time of the Reverse Stock Split, every fifty (50) issued and outstanding shares of the Company's common stock will automatically be combined into one (1) issued and outstanding share of common stock for stockholders of record as of the close of trading on July 31, 2026, the effective date. The Reverse Stock Split will proportionately reduce the number of outstanding shares of common stock while leaving each stockholder's percentage ownership in the Company substantially unchanged, subject to the treatment of fractional shares.

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split will have their shares rounded up to the nearest whole share. The Reverse Stock Split will proportionately adjust the number of shares of common stock underlying the Company's outstanding equity awards, warrants and other convertible securities, as well as the applicable exercise or conversion prices, in accordance with their respective terms.

"The Reverse Stock Split is an important step in supporting our continued listing on NYSE American while positioning Picard Medical for our next phase of growth," said Richard Fang, Interim Chief Executive Officer and Chairman of the Board. "We remain focused on executing on our updated commercial strategy for the SynCardia Total Artificial Heart, expanding adoption of this technology while optimizing our manufacturing, advancing the development of the Emperor, next-generation total artificial heart platform, and pursuing opportunities to create long-term value for our stockholders."

The Company's transfer agent, Continental Stock Transfer & Trust Company, will act as exchange agent for the Reverse Stock Split. Stockholders holding shares electronically through a brokerage account or in book-entry form are not required to take any action to receive their post-split shares.

About Picard Medical and SynCardia

Picard Medical, Inc. is the parent company of SynCardia Systems, LLC (“SynCardia”), the Tucson, Arizona–based leader with the only commercially available total artificial heart technology for patients with end-stage heart failure. SynCardia develops, manufactures, and commercializes the SynCardia Total Artificial Heart (“STAH”), an implantable system that assumes the full functions of a failing or failed human heart. It is the first artificial heart approved by both the FDA and Health Canada, and it remains the only commercially available artificial heart in the United States and Canada. With more than 2,100 implants performed at hospitals across 27 countries, the STAH is the most widely used and extensively studied artificial heart in the world. For additional information about Picard Medical, please visit www.picardmedical.com or review the Company’s filings with the U.S. Securities and Exchange Commission at www.sec.gov.

Forward-Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Forward-looking statements can often be identified by words such as “will,” “continue,” “goal,” “advance,” “intended,” and “designed to,” and similar expressions, and various or negatives of these words. These statements include, but are not limited to, statements regarding timing and implementation of the Reverse Stock Split, Picard Medical’s next phase of growth, advancing development of our next generation fully implantable total artificial heart platform, executing commercial strategy for and expanding adoption of, the STAH, and pursuing opportunities to create long-term value for our stockholders. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Additional information about the Company, including risk factors that may affect the Company’s business, financial condition, and results of operations, is contained in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available free of charge on the SEC’s website at http://www.sec.gov and on the Company’s investor relations website at https://picardmedical.com/.

Contact:

Investors

Eric Ribner

Managing Director

LifeSci Advisors LLC

eric@lifesciadvisors.com

Picard Medical, Inc./SynCardia Systems, LLC

IR@picardmedical.com

General/Media

Brittany Lanza

blanza@syncardia.com

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