PMI · Picard Medical, Inc.

Picard Medical, Inc. executed a Warrant Issuance and Exchange Agreement on May 5, 2026, with HT Investments MA LLC to replace high-priced existing warrants with more favorable terms, directly tied to the concurrent $5 million registered offering. The existing warrants, issued December 26, 2025, under a prior Securities Purchase Agreement, covered 7,009,346 shares at $2.675 per share. In exchange, the holder receives new warrants for 10 million shares at $0.35, matching the exercise price of warrants in the S-1 offering, significantly increasing potential dilution but at a lower price threshold. Critically, the new warrants remove investor-unfriendly provisions: the forced exercise trigger (requiring exercise if stock price exceeds 200% of exercise price for 20 days) and broad anti-dilution protection (automatic price resets on issuances below 125% of exercise price). This benefits the company by providing greater capital-raising flexibility without mandatory exercises or price protections that could constrain financing. The exchange requires no cash, relying on Section 3(a)(9) exemption, with closing conditioned on the S-1 offering completion expected May 6, 2026. New warrants include standard 5-year term, cashless exercise option, and 9.99% ownership cap (adjustable with notice). For investors, this signals aggressive dilution risk—10 million new shares versus 7 million exchanged—but removes prior warrant overhangs, potentially stabilizing structure ahead of the offering proceeds earmarked for working capital and debt payoffs.