Picard Medical, Inc. has completed a warrant exchange that reduces potential dilution by converting instruments previously exercisable for millions of shares into a fixed issuance of 200,000 common shares. The development raises questions about the company's capital structure following its recent reverse stock split and the terms of its December 2025 private placement.
On October 20, 2026, Picard Medical entered into a Warrant Amendment and Exchange Agreement with the placement agent of its December 2025 private placement and that agent's employee designee. Under the agreement, the warrant holders agreed to surrender all their warrants in exchange for 200,000 shares of the company's common stock. No cash exercise price or other cash consideration was payable by the warrant holders or receivable by the company. The warrants, issued in the December 2025 private placement, were previously exercisable for 8,187,766 shares of common stock before the company's 1-for-50 reverse stock split effective July 31, 2026.
The exchange resulted in the automatic cancellation and termination of the warrants, including all anti-dilution and other adjustment rights. At the effective time specified in the agreement, the issuance of the exchange shares fully satisfied and discharged the warrants. The warrant holders also waived specified liquidated damages and released the company from claims relating to the warrants. The company's obligation to issue the shares was contingent on meeting specific requirements, such as obtaining necessary documentation from holders and securing approval from NYSE American for a supplemental listing application.
Upon satisfaction of those conditions on October 22, 2026, Picard Medical issued the 200,000 exchange shares to the warrant holders solely in exchange for the warrants. The company relied on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933 for this transaction. No broker, dealer, or other person solicited the exchange for a commission or other remuneration. The parties intended the issuance to be exempt from registration under that section of the Securities Act.
The company filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission to disclose this material definitive agreement and unregistered sales of equity securities. The report was signed by Georgina Smith, Chief Accounting Officer, on October 23, 2026. A form of the Warrant Amendment and Exchange Agreement was filed as Exhibit 10.1 to the report, with certain private and confidential information omitted pursuant to Regulation S-K rules.