On September 30, 2026, Picard Medical, Inc. issued three separate unsecured convertible notes to three accredited investors, raising an aggregate principal amount of $1.0 million. The notes were issued on the Issuance Date of September 30, 2026, and are set to mature on September 30, 2027.
Each note accrues interest at a rate of 3.0% per annum, calculated on a 360-day year, from the issuance date until the principal is paid or converted. The outstanding balance under each note consists of the unpaid principal and any accrued interest.
Key terms of the notes include a conversion feature that allows holders to convert the outstanding balance into shares of the Company’s common stock, par value $0.0001 per share. The conversion price is determined as the higher of $4.00 per share or the closing price of the common stock on the trading day immediately preceding the delivery of the conversion notice. Due to the $4.00 floor price, the $1.0 million principal amount is convertible into a maximum of 250,000 shares of common stock, excluding shares issued for interest.
Additionally, for every share of common stock issued upon conversion, the Company will issue a pre-funded warrant to the holder. These warrants allow the purchase of one share of common stock at an exercise price of $0.0001 per share and have a term of two years.
The Company is permitted to convert the outstanding balance of the notes into common stock if it completes an equity financing resulting in gross cash proceeds of at least $10.0 million before the maturity date. The number of shares issued in such a conversion would be calculated based on the applicable outstanding balance divided by the higher of the $4.00 floor price or the price per share from the equity financing.
The issuance of securities upon conversion and the exercise of warrants will be made pursuant to exemptions from registration under the Securities Act of 1933, specifically relying on Section 4(a)(2) and Section 3(a)(9) where applicable.
