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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): September 9, 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 8.01. Other Events.
As previously reported on September 2, 2025, Picard Medical, Inc. (the “Company”) completed its initial public offering (the “IPO”) of 4,250,000 shares of Company’s common stock, par value $0.0001 per share (the “Shares”), at a price to the public of $4.00 per share, generating gross proceeds of $17,000,000. The Company entered into an underwriting agreement with WestPark Capital, Inc., acting as the representative of the several underwriters (the “Representative”), in connection with the IPO, pursuant to which the Company granted the Representative an option, exercisable for 30 days, to purchase up to an additional 637,500 shares of common stock at the public offering price of $4.00 (the “Over-Allotment Option”).
On September 9, 2025, the Company closed on the fully exercised Over-Allotment Option resulting in an additional gross proceeds to the Company of approximately $2,550,000, before deducting underwriting discounts, commissions and estimated offering expenses. After giving effect to the full exercise of the Over-Allotment Option, a total of 4,887,500 Shares have been issued and sold in the IPO and the gross proceeds from the IPO including the full exercise of the Over-Allotment Option, before deducting underwriting discounts, commissions and estimated offering expenses, was approximately $19,550,000.
On September 9, 2025, the Company issued a press release announcing the exercise of the Over-Allotment Option by the Representative. A copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release, dated September 9, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
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/ Patrick NJ Schnegelsberg | ||
| Name: | Patrick NJ Schnegelsberg | ||
| Title: | Chief Executive Officer | ||
Dated: September 10, 2025
|
|
Exhibit 99.1
Picard Medical, Inc. Announces Exercise of Underwriters’ Over-Allotment
Option in Connection with its Initial Public Offering
TUCSON, ARIZONA, September 9, 2025 — Picard Medical, Inc. (NYSE American: PMI) (“Picard” or the “Company”), today announced that the underwriters of its previously announced initial public offering of common stock, par value $0.0001 per share (the “Common Stock”) have exercised their over-allotment option in full on September 5, 2025, resulting in the issuance of an additional 637,500 shares of Common Stock at a public offering price of $4.00 per share, for gross proceeds of $2,550,000, before deducting underwriting discounts and estimated offering expenses. The shares began trading on the NYSE American, LLC (“NYSE American”) under the ticker symbol “PMI” on August 29, 2025.
WestPark Capital, Inc. was Lead Manager and Sole Bookrunner for the Offering and representative of the underwriters for the Offering. Sentinel Brokers Co., Inc. was Co-Manager. E.F. Hutton & Co. and Uphorizon, LLC were financial advisors to the issuer.
The offering was made only by means of a prospectus, copies of which may be obtained from WestPark Capital, Inc. by email at info@wpcapital.com or via standard mail to WestPark Capital, Inc., 1800 Century Park East, Suite 220, Los Angeles, CA 90067, or from the SEC website at www.sec.gov.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission (“SEC”) on August 12, 2025.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Picard Medical, Inc.
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 SynCardia Total Artificial Heart is the most widely used and extensively studied artificial heart in the world. For more information, please visit https://www.syncardia.com.
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. 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. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related preliminary prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.
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