Picard Medical, Inc. 8-K

What Happened
Picard Medical, Inc. announced on an 8-K filed April 13, 2026 that it entered a securities purchase agreement on April 7, 2026 with Quick Capital, LLC for a convertible promissory note and origination shares. The note has a principal face amount of $555,555.56, was issued with a $55,555.56 original issue discount (aggregate funded amount $500,000), and resulted in $490,000 in cash proceeds after $10,000 was withheld for the buyer’s expenses. The Company also issued 80,128 shares of common stock as origination shares.

Key Details

• Note face amount: $555,555.56; original issue discount: $55,555.56; aggregate funded amount: $500,000; cash delivered: $490,000.
• One-time interest charge of 12% ($66,666.67) applied on the issue date (April 7, 2026). Maturity: 9 months from issue date. Repayment: six equal monthly installments of $103,703.70 from July 1, 2026 through December 1, 2026.
• Default provisions: on default interest accrues at the lesser of 20% or the legal maximum; on default the note becomes immediately due at 150% of outstanding principal plus accrued interest (subject to a cumulative maximum of 200%).
• Conversion: upon an Event of Default only, the buyer may convert outstanding principal and interest into common stock at 75% of the lowest trading price in the 10 trading days before conversion, subject to a 4.99% beneficial ownership cap. Securities issued were unregistered and sold under exemptions (Section 4(a)(2)/Reg D).
• Restrictions while the note is outstanding: the Company may not pay cash dividends or other distributions on its capital stock without the buyer’s consent (stock dividends of common stock and certain approved rights-plan distributions excepted).

Why It Matters
This is a short-term financing that provides roughly $490K in immediate cash but creates a nine-month repayment obligation with steep default penalties and a conversion option that could dilute existing shareholders if a default occurs. Investors should note the aggressive default remedies (possible 150% repayment obligation and high default interest) and the fact that conversion is tied to a discounted market-price formula, though conversion is limited by a 4.99% ownership cap. The origination shares (80,128) also represent immediate dilution. These terms are material for assessing the company’s near-term liquidity needs and potential equity dilution.