Picard Medical Inc 2025年度报告

FORM 10-K (MARK ONE)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 PICARD MEDICAL, INC. Securities Registered Pursuant to Section 12(b) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☐Accelerated Filer☐Non-Accelerated Filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ Table of Contents If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of the shares of common stock of the registrant held by non-affiliates of the registrant was approximately$130,820,904 as of September 2, 2025. Note that September 2, 2025, the closing date of the Registrant’s initial public offering, is used tocalculate the aggregate market value held by non-affiliates since the Registrant was not publicly traded on June 30, 2025. Number of common shares outstanding as of March 23, 2026: 75,178,535 DOCUMENTS INCORPORATED BY REFERENCENone Table of Contents PagePART I.Item 1.Business2Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments32Item 1C.Cybersecurity32Item 2.Properties33Item 3.Legal Proceedings33Item 4.Mine Safety Disclosures33PART II.Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34Item 6.[Reserved]34Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item 7A.Quantitative and Qualitative Disclosures About Market Risk38Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure38Item 9A.Controls and Procedures38Item 9B.Other Information38Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections39PART III.Item 10.Directors, Executive Officers and Corporate Governance40Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item 13.Certain Relationships and Related Transactions, and Director Independence46Item 14.Principal AccountingFees and Services49PART IV.Item 15.Exhibit and Financial Statement Schedules50Item 16.Form 10-K Summary52Signatures53 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K(“Annual Report”) contains forward-looking statementswhich are made pursuant to safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), orSection 27A of the Securities Act of 1933, as amended (the “Securities Act”), concerningour business, operations and financial performance and con