Picard Medical, Inc. (PMI) Earnings Call Transcript & Summary

Good evening. I am Patrick Schnegelsberg, the Chief Executive Officer and Director of Picard Medical, and I will serve as Chair of the Special Meeting of Stockholders. I would like to welcome everybody to the Picard Medical, Inc.'s Special Meeting of Stockholders. This meeting is being held entirely online. The Board of Directors fixed the close of business on February 6, 2026, as the record date for determining stockholders entitled to notice and to vote at the special meeting. The Notice of Meeting and proxy materials were first mailed to stockholders on or about February 19, 2026. I hereby call the Special Meeting of Stockholders to order. I will now ask the Secretary of the meeting to confirm that notice has been duly given and that a quorum is present.

Mr. Chair, Notice of the Special Meeting was duly given to stockholders of record as of February 6, 2026, in accordance with applicable law and the company's governing documents. As of the record date, 73,701,176 shares of common stock were outstanding and entitled to vote at this meeting. The holders of a majority of the outstanding shares entitled to vote are present online or represented by proxy. Accordingly, a quorum is present and the meeting is duly convened for the purpose of business for the transaction of business.

Thank you. The presence of a quorum having been established, we will proceed with the business of the meeting. The purpose of this special meeting is to consider and vote upon the following 2 proposals. Proposal #1, to adopt and approve an amendment to the company's second amendment and restated certificate of incorporation to increase the number of authorized shares of the company's capital stock from 180 million to 330 million, including an increase in the number of authorized shares of common stock from 150 million to 300 million. Proposal 2, to approve the issuance of additional shares of the company's common stock in an amount exceeding 20% of the company's outstanding shares pursuant to the purchase agreement with the selling stockholders for purposes of complying with NYSE American Rule 713. The meeting may also transact any other business that may properly come before the meeting or any adjournment or postponement thereof. The Board of Directors unanimously recommends that stockholders vote for Proposal 1 and for Proposal 2. I will now ask the Secretary to provide a brief summary of proposals 1 and 2, respectively.

Proposal 1 would increase the company's authorized capital stock from 180 million shares to 330 million shares, including an increase in authorized common stock from 150 million shares to 300 million shares. The Board believes this increase is advisable and in the best interest of the company and stockholders because it would greatly provide greater flexibility to satisfy existing obligations to issue shares, support future financing transactions, strategic transactions, equity incentive plans, partnerships and other corporate purposes. The Board also believes the additional authorized shares may help the company avoid the delay and expense of additional stockholder meetings when action is needed. Approval of Proposal 1 requires the vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the proposal. Abstentions have the same effect as votes against Proposal 1 and broker nonvotes have no effect. Proposal 2 seeks stockholder approval for the issuance of additional shares of common stock in an amount exceeding 20% of the company's outstanding shares pursuant to the purchase agreement with the selling stockholders for purposes of complying with NYSE American Rule 713. As discussed in the proxy materials on December 24, 2025, the company entered into a securities purchase agreement with HT Investments MA LLC and High Trail Special Situations LLC. At the closing -- at the initial closing on December 26, 2025, the company issued $15 million aggregate principal amount of senior secured notes under a facility that may permit up to an additional $35 million of notes in subsequent closings, subject to specific conditions and written consent. In connection with the initial closing, the company also issued warrants to purchase up to 7,009,346 shares of common stock at an initial exercise price of $2.675 per share. The company is seeking this approval because the aggregate number of shares that may be issuable under the purchase agreement could exceed 20% of the company's common stock -- outstanding common stock, and NYSE American Rule 713 requires stockholder approval in those circumstances. If this proposal is not approved, the company would be required to continue seeking stockholder approval through additional meetings, which could result in substantial additional expense. Only stockholders of record at the close of business on February 6, 2026, are entitled to vote at this meeting. Each share of common stock is entitled to 1 vote on each matter. If you have not already voted by proxy, you may vote electronically during this meeting by following the instructions on the meeting website. If you have already submitted your proxy and do not wish to revoke or change it, your shares will be voted in accordance with your previously submitted instructions. Stockholders holding shares in street name may vote at the meeting only if they have obtained a valid legal proxy from their broker, bank or nominee. The polls are now open.