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- Delisting (new) — Company received formal NYSE American delisting notice for stockholders' equity below $4M threshold and must submit compliance plan or face delisting procedures.
Picard Medical raises $5M at $0.30/share amid NYSE delisting notice for equity deficiency
Filed May 11, 2026 · Period ending May 5, 2026 · ~2 min read
Key Changes
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NYSE American issued delisting notice on May 8 for stockholders' equity below $4M threshold ($3.8M actual vs. $4M required). Company must submit compliance plan by June 7, 2026 and regain compliance by November 8, 2027 or face delisting.
Item 3.01 verify on EDGAR → -
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Raised $5M gross proceeds via registered offering at $0.30/share with 16.7M shares and warrants. Full warrant exercise at $0.35 could add 50M shares, tripling potential dilution. Proceeds earmarked for working capital and debt repayment.
Item 1.01 verify on EDGAR → -
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Warrants are immediately exercisable: Series A expires in 5 years, Series B in 24 months, pre-funded warrants have $0.0001 strike and never expire. Combined, these represent substantial overhang equivalent to ~3x the shares sold.
Item 1.01 verify on EDGAR → -
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Company agreed to 60-day share issuance restriction and 90-day ban on variable rate transactions. Insiders accepted only 30-day lock-up, shorter than typical 90-180 day periods, limiting protection against near-term selling.
Item 1.01 verify on EDGAR → -
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Company has reported losses in three of last four fiscal years. The $5M raise and debt repayment language suggest ongoing cash burn and financial pressure beyond the equity deficiency triggering the delisting notice.
Item 3.01 verify on EDGAR →
Summary
Picard Medical disclosed a challenging financial position this week, receiving a NYSE American delisting notice on May 8 for failing to maintain the required $4 million in stockholders' equity. With equity at $3.8 million and losses in three of the past four years, the company has until June 7 to submit a compliance plan and until November 2027 to remedy the deficiency or face delisting.
The stock now trades with a ".BC" (below compliance) designation. To address its capital needs, Picard completed a $5 million registered offering on May 5 at $0.30 per share—a price that reflects significant distress. The deal included 16.7 million shares plus an equal number of Series A and Series B warrants exercisable at $0.35. Pre-funded warrants with a nominal $0.0001 strike effectively function as common shares.
If all warrants are exercised, the company could issue up to 50 million additional shares, representing massive dilution for current holders. Proceeds will fund working capital and debt repayment, suggesting ongoing cash burn. Retail investors should monitor whether the NYSE accepts the compliance plan by mid-June and watch for the company's next quarterly filing to assess whether the capital raise meaningfully improved the equity position. The short 30-day insider lock-up and potential for 50 million warrant shares create substantial near-term overhang risk.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Company intends to use the proceeds from the sale of its securities for working capital and general corporate purposes, including the repayment of debt.
The company plans to use the $5 million raised for working capital, general corporate purposes, and debt repayment. The inclusion of debt repayment suggests the company may be addressing existing obligations or financial pressures.
Added in current filing · verify on EDGAR →
The Common Warrants are immediately exercisable at an exercise price of $0.35 per share. The Series A Warrants expire on the fifth anniversary of the original issuance date, and the Series B Warrants expire on the twenty-four (24) month anniversary of the original issuance date. The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per share and will not expire until exercised in full.
The warrants issued are immediately exercisable with an exercise price of $0.35 per share for common warrants (17% premium to offering price). Series A warrants expire in 5 years, Series B in 24 months. Pre-funded warrants have a nominal $0.0001 exercise price and no expiration, making them economically equivalent to common shares. Full exercise would add up to 50 million additional shares, representing substantial potential dilution.
Added in current filing · verify on EDGAR →
The Company has agreed, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of Common Stock for 60 days following the closing of the Offering and also agreed not to enter into an agreement involving a variable rate transaction for 90 days following the closing of the Offering, subject to certain exceptions. In addition, the Company’s directors, officers and 10% or greater stockholders entered into lock-up agreements covering a period of 30 days following the closing of the Offering.
The company agreed to a 60-day restriction on issuing new shares and a 90-day restriction on variable rate transactions. Insiders agreed to a 30-day lock-up. These relatively short lock-up periods (especially the 30-day insider lock-up) provide limited protection against near-term dilution or insider selling compared to typical 90-180 day lock-ups.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Pursuant to the Placement Agency Agreement, the Company paid the Placement Agent a cash fee equal to 7.0% of the gross proceeds of the Offering and paid a financial advisor a management fee equal to 1.0% of the aggregate purchase price paid by the Purchasers.
The company paid 8% in total fees (7% to placement agent, 1% to financial advisor) on the $5 million raised, equating to approximately $400,000 in fees. This reduces net proceeds available for working capital and debt repayment.
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
In connection with its non-compliance with Section 1003(a) (ii), the Company must submit a plan (the “Plan”) to the NYSE American by June 7, 2026, advising of actions it has taken or will take to regain compliance with the continued listing standards by November 8, 2027.
The company must submit a compliance plan to NYSE American by June 7, 2026, outlining how it will regain compliance by November 8, 2027. If the plan is not submitted, not accepted, or the company fails to make progress consistent with the plan, it will be subject to delisting procedures. The company has begun preparing this plan.
Added in current filing · verify on EDGAR →
The Notice states that the Company reported a stockholders’ equity of approximately $3.8 million as of December 31, 2025 and has incurred losses from continuing operations and/or net losses in three of its four most recent fiscal years, as reflected in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 30, 2026.
The company's stockholders' equity stood at approximately $3.8 million as of December 31, 2025, which is $200,000 below the NYSE American minimum requirement. Additionally, the company has reported losses from continuing operations or net losses in three of its last four fiscal years, triggering the higher equity threshold requirement.
Event · Item 9.01 — Financial Statements and Exhibits
Picard Medical executed a registered direct offering with warrants on May 5, 2026, filing related purchase and placement agreements.
Added in current filing · verify on EDGAR →
Placement Agency Agreement, dated May 5, 2026, by and between the Company and the Placement Agent.
The company entered into a placement agency agreement on May 5, 2026, indicating a capital raise transaction facilitated by a placement agent. This typically involves selling securities to institutional or accredited investors in a registered direct offering.
Added in current filing · verify on EDGAR →
Form of Series A Warrant. | 4.2 | Form of Series B Warrant. | 4.3 | Form of Pre-Funded Warrant.
The company issued three types of warrants (Series A, Series B, and Pre-Funded) as part of the financing transaction. Warrants give holders the right to purchase additional shares at specified prices, potentially diluting existing shareholders when exercised.
Added in current filing · verify on EDGAR →
Form of Purchase Agreement, dated May 5, 2026, by and among the Company. and the Purchasers named therein.
The company executed purchase agreements with multiple investors on May 5, 2026, establishing the terms under which securities were sold. The specific financial terms, number of shares, and pricing are not disclosed in this exhibit list.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify