Picard Medical Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October
14, 2025 (
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 10, 2025, Picard Medical, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) in accordance with the Notice of Special Meeting of Stockholders (the “Proxy Statement”) dated September 29, 2025 filed with the Securities and Exchange Commission (the “Commission”) and sent to stockholders of record as of September 16, 2025 (the “Record Date”).
As of the Record Date, there were 73,701,176 shares of common stock, par value $0.0001 per share (the “Common Stock”), outstanding and entitled to vote at the Special Meeting. At the Special Meeting, a total of 54,377,330 shares of the Company’s Common Stock were represented in person or by proxy, constituting a quorum.
Proposal. Approval of an Amendment to the Company’s 2021 Equity Incentive Plan
At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s 2021 Equity Incentive Plan (the “Amended Incentive Plan”) to (i) increase the aggregate number of shares of Common Stock available under the 2021 Equity Incentive Plan to a total of 18,000,000 shares, (ii) include warrant as a type of awards issuable under the Amended Incentive Plan, and (iii) to ratify the 2021 Equity Incentive Plan. The voting results to approve the Amended Incentive Plan were as follows:
| For | Against | Abstain | ||
| 46,424,590 | 7,727 | 7,945,013 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Picard Medical, Inc. Amended and Restated 2021 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Picard Medical, Inc. | |||
| By: | /s/ Patrick NJ Schnegelsberg | ||
| Name: | Patrick NJ Schnegelsberg | ||
| Title: | Chief Executive Officer | ||
Dated: October 14, 2025
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