Picard Medical, Inc. 8-K

What Happened

• Picard Medical, Inc. announced on an 8-K that at a virtual special meeting held March 10, 2026, stockholders approved an amendment to the Company’s certificate of incorporation to increase authorized shares of capital stock from 180,000,000 to 330,000,000, including an increase in authorized common stock from 150,000,000 to 300,000,000.
• The meeting followed the Company’s proxy statement filed February 19, 2026; the record date was February 6, 2026 (73,701,176 shares outstanding). Approximately 57.16% of outstanding shares were represented at the meeting.
• Stockholders also approved the issuance of additional common shares exceeding 20% of outstanding shares pursuant to the securities purchase agreement among the Company, HT Investments MA LLC and High Trail Special Situations LLC, for compliance with NYSE American Rule 713.

Key Details

• Record date and outstanding shares: February 6, 2026 — 73,701,176 shares entitled to vote.
• Vote results (Proposal 1 — amend charter): For 41,731,889; Against 395,329; Abstentions 1,851.
• Vote results (Proposal 2 — approve >20% issuance): For 41,715,455; Against 319,789; Abstentions 1,509.
• Counterparties named in the securities purchase agreement: HT Investments MA LLC and High Trail Special Situations LLC.

Why It Matters

• The charter amendment legally authorizes Picard Medical to issue substantially more shares (total and common), which enables future financings, equity-based transactions, or issuances required under the referenced purchase agreement.
• Approval of the >20% issuance clears a procedural requirement under NYSE American Rule 713 so the company can proceed with issuing shares under that agreement to the named investors.
• Investors should note the vote tallies and that a majority of represented shares approved both proposals; increasing authorized shares can affect share supply and, over time, may influence existing shareholders’ ownership percentages depending on future issuances.