Picard Medical Inc美股招股说明书(2026-02-10版)

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 pershare (“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 toissue and sell to the Selling Stockholders, from time to time as set forth in the securities purchase agreement we entered into with theSelling Stockholders on December24, 2025 (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the shares of commonstock 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 December24, 2028 (the “Notes”), and (ii) up to 7,009,346 shares issuableupon exercise of warrants (the “Warrants”), all originally issued in a private placement exempt from registration under the Securities Act of1933, 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 ofsuch shares by the Selling Stockholders. However, we may receive proceeds from any cash exercise of the Warrants, which Warrants havean initial exercise price of $2.675 per share, subject to adjustments as described herein. We intend to use any such proceeds for generalcorporate purposes. The Selling Stockholders may sell or otherwise dispose of the common stock described in this prospectus in different ways and at varyingprices. See “Plan of Distribution” for more information about how the Selling Stockholders may sell or otherwise dispose of the commonstock 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 bythe 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 February2, 2026, the closing price of ourcommon stock was $2.07. Investing in our securities involves a high degree of risk. These risks are described in the“Risk Factors”section on page 9 of thisprospectus. You should also consider the risk factors described in this prospectus, and in any applicable prospectus supplement tothis prospectus, before investing in these securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus is February10, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING8RISK FACTORS9CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS37THE INSTITUTIONAL INVESTOR TRANSACTION38USE OF PROCEEDS41DIVIDEND POLICY42MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS43BUSINESS53MANAGEMENT79EXECUTIVE COMPENSATION87CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS90DESCRIPTION OF CAPITAL STOCK95SELLING STOCKHOLDERS98MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMONSTOCK99PLAN OF DISTRIBUTION100INDEMNIFICATION FOR SECURITIES ACT LIABILITIES102LEGAL MATTERS103EXPERTS103WHERE YOU CAN FIND MORE INFORMATION103INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) under theSecurities Act of 1933 (the “Securities Act”). Under this prospectus, the Selling Stockholders may, from time to time, sell shares of ourcommon stock described in this prospectus in one or more transactions, as described herein. This prospectus provides you with a generaldescription of the securities offered by the Selling Stockholders. Any prospectus supplement may also add, update or change informationcontained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statementmade by us in a prospectus supplement. For investors outside of the United States: Neither we nor the Selling Stockholders have done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States.Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe anyrestrictions relating to, the offering of our securities and the distribution of this prospectus outside of the United States. The registration statement we filed with the SEC includes exhibits that provide more detai