Picard Medical Inc美股招股说明书(2025-09-02版)

Picard Medical, Inc. Common Stock This is the initial public offering of common stock of Picard Medical, Inc, a Delaware corporation. We are offering 4,250,000 shares ofour common stock (the “common stock”). The initial public offering price is $4.00 per share. Prior to this offering, no public marketexisted for our common stock. We have been approved to list our shares of common stock for trading on the New York StockExchange American, LLC (the “NYSE American”) under the symbol “PMI.” Following this offering, we will be a “controlled company” within the meaning of the applicable rules of the NYSE American. As a“controlled company” we intend to rely on the exemptions from certain corporate governance standards of the NYSE American. Afterthe completion of our initial public offering, Hunniwell Picard I, LLC (“Hunniwell”) will control 54.8% of the outstanding commonstock. As a result of Hunniwell’s voting control, Hunniwell will effectively be able to determine the outcome of all matters requiringshareholder approval, including the election and removal of directors. Hunniwell is a manager-managed venture capital fund managedby Hunniwell Picard GP, LLC where dispositive decisions require the unanimous vote of all three partners, namely Yuncai (“Richard”)Fang, Sinyew (“Daniel”) Teo & Chris Hsieh. Under the so-called “rule of three” because voting and dispositive decisions are made bya unanimous vote of all three partners, none of the partners is deemed to be a beneficial owner of shares, even those in which anydirector holds a pecuniary interest. Dr. Richard Fang will serve as a director following the completion of an Initial Public Offering. Asa result, they will effectively be able to determine the outcome of all matters requiring shareholder approval, including the election andremoval of directors, and combined with their membership on the Board of Directors (the “Board’), will effectively control mergersand acquisitions, payment of dividends and other matters of corporate or management policy. Table of Contents We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, may elect to comply with certainreduced public company reporting requirements after this offering. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 24. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securitiesor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We have granted the underwriters a 30-day option to purchase up to 637,500 additional shares of common stock from us at the initialpublic offering price per share, less underwriting discounts and commissions to cover over-allotments, if any. The underwriters expect to deliver the shares of our common stock to purchasers on or aboutSeptember 2, 2025. SENTINEL BROKERS COMPANY, INC.Co-Manager WESTPARK CAPITAL, INC.Bookrunner UPHORIZON, LLCFinancial Advisor The date of this prospectus isAugust 29, 2025. TABLE OF CONTENTS Prospectus Summary1Risk Factors24Cautionary Note Regarding Forward-Looking Statements53Use of Proceeds56Dividend Policy57Capitalization58Dilution59Management’s Discussion and Analysis of Financial Condition and Results of Operations61Business71Management97Executive Compensation105Certain Relationships and Related Transactions108Principal Stockholders114Description of Capital Stock115Shares Eligible for Future Sale122Material U.S. Federal Income Tax Consequences for Non-U.S. Holders of Our Common Stock123Underwriting126Indemnification for Securities Act Liabilities132Legal132Experts132Where you can find additional information132Index to the Consolidated Financial StatementsF-1 PROSPECTUS SUMMARY This summary highlights information contained in this prospectus and does not contain all of the information that you shouldconsider in making your investment decision. Before investing in our common stock, you should carefully read this entireprospectus, including our financial statements and the related notes thereto and the information set forth under the sections“Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financialstatements and related notes thereto, in each case included in this prospectus. Some of the statements in this prospectusconstitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.” Unless the context requires otherwise, the words “we,” “us,” “our,” “our company” “the company” and “our business” refer toPicard Medical, Inc. a Delaware corporation. Our Business We are a holding company that owns 100% of the membership interests of SynCardia Systems, LLC (“SynCardia”). Ourbusiness is carried out by SynCardia, and thus most of the information set forth in this prospectus relates to the business ofSynCardia. SynCardia is a medical technol