Picard Medical Files Prospectus Related To Offer And Sale Up To 17M Shares Of Common Stock By Selling Stockholders

17,000,000 Shares of Common Stock

This prospectus relates to the offer and sale from time to time of up to 17,000,000 shares of our common stock, par value $0.0001 per share ("common stock"), by HT Investments MA LLC and High Trail Special Situations LLC (or the "Selling Stockholders").

The shares included in this prospectus consist of shares of common stock that we have issued or that we may, in our discretion, elect to issue and sell to the Selling Stockholders, from time to time as set forth in the securities purchase agreement we entered into with the Selling Stockholders on December 24, 2025 (the "Purchase Agreement"). Pursuant to the Purchase Agreement, the shares of common stock registered for resale pursuant to this prospectus consist of (i) shares issuable upon conversion, redemption, amortization, make-whole, or other share settlement of our senior secured notes due December 26, 2028 (the "Notes"), and (ii) up to 7,009,346 shares issuable upon exercise of warrants (the "Warrants"), all originally issued in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act").

 

We are not selling any shares of common stock being offered by this prospectus and will not receive any of the proceeds from the sale of such shares by the Selling Stockholders. However, we may receive proceeds from any cash exercise of the Warrants, which Warrants have an initial exercise price of $2.675 per share, subject to adjustments as described herein. We intend to use any such proceeds for general corporate purposes.

 

The Selling Stockholders may sell or otherwise dispose of the common stock described in this prospectus in different ways and at varying prices. See "Plan of Distribution" for more information about how the Selling Stockholders may sell or otherwise dispose of the common stock being registered pursuant to this prospectus.

 

We will pay the expenses of registering under the Securities Act the offer and sale of the common stock to which this prospectus relates by the Selling Stockholders, including legal and accounting fees. See "Plan of Distribution".

 

Our common stock is listed on the NYSE American ("NYSE") under the symbol "PMI." On January 8, 2026, the closing price of our common stock was $1.76.