Picard Medical, Inc. 8-K

What Happened

• Picard Medical, Inc. announced on December 24, 2025 that it entered a securities purchase agreement for a private placement. At the initial closing on December 26, 2025 the company issued $15,000,000 of senior secured notes (zero percent annual interest) and warrants to purchase 7,009,346 shares of common stock. The financing was placed with a single institutional investor and WestPark Capital acted as exclusive placement agent.

Key Details

• Initial principal: $15,000,000 of senior secured notes issued December 26, 2025; borrower may request up to an additional $35,000,000 in subsequent tranches through Dec 15, 2028 (subject to conditions).
• Warrants: Initial warrants for 7,009,346 shares with an initial exercise price of $2.675; exercisable after six months (or earlier if required shareholder approvals are obtained); company can force exercise if the stock trades ≥200% of the exercise price for 20 consecutive trading days.
• Collateral and covenants: Notes are senior secured with first‑priority security interests in substantially all assets and specified SynCardia IP; company must maintain at least $4,000,000 in cash while notes are outstanding.
• Placement agent economics and shareholder actions: WestPark received a 7.5% cash fee and warrants to buy up to 5% of shares issued in the deal; Picard must seek stockholder approval at its next annual meeting to approve issuance of the underlying shares and increase authorized common shares to at least 300 million; a resale registration statement must be filed within 15 days of the initial closing.

Why It Matters

• This transaction provides immediate liquidity ($15M) without periodic interest expense (0% coupon) but creates secured debt and potential future dilution from warrants and possible share‑settled payments. The security interest over substantially all assets increases lender protection. Required shareholder approvals and the registration filing schedule affect timing of when warrants can be freely traded and when share dilution could occur. Investors should note the covenant to maintain minimum cash, potential for additional draws up to $35M, and placement agent warrants which add to future dilution risk.