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Picard Medical, Inc.

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 14, 2025

PMI$9.00+14.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-09-12.

0001829126-25-007334

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-14.

0001437749-25-034982

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 70 previous paragraphs and 65 current paragraphs.

45 unchanged; 16 reworded; 4 added; 9 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

Comparison of Nine Months Ended September 30, 2025*** and 2024***

Current report

Selling, general and administrative expenses decreased by $0.4 million, or 14%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily attributable to decreases in general professional expenses.

Current report

Net cash used in operating activities of $11.3 million for the nine months ended September 30, 2025, was primarily attributable to our net loss of $22.7 million, offset by $11.6 million in embedded derivative loss and amortization of the debt discount, $0.6 million increase in provision for excess and obsolete inventory, a $0.5 million increase in stock compensation, and $0.3.million increase in amortization of right-of-use assets expense.

Current report

Net cash used in operating activities of $8.7 million for the nine months ended September 30, 2024 was primarily attributable to our $12.2 million net loss, offset by $2.0 million in accounts payable, $1.2 million in amortization of debt discount and $0.7 million of stock-based compensation.
Removed paragraphs (9)

Previous report

Selling, general and administrative expenses increased by $0.1 million, or 6%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The decrease was primarily attributable to $0.1 million in labor costs.

Previous report

Net cash used in operating activities of $4.8 million for the six months ended June 30, 2025, was primarily attributable to $12.3 million net loss, offset by $2.5 million in embedded derivative loss, $0.6 million in increased inventory, $2.4 million amortization of discount on debt issued, $0.2 million amortization of ROU asset, and $1.8 million increase in accounts payable and accrued expenses.

Previous report

Net cash used in operating activities of $6.1 million for the six months ended June 30, 2024 was primarily attributable to our $6.0 million net loss, $0.1 million increase in accounts receivable.

Previous report

Net cash used in operating activities of $11.9 million for the year ended December 31, 2024, was primarily attributable to Picard’s net loss of $21.1 million after offsetting accounts payable totaling approximately $2.2 million and non-cash expenses related to depreciation and amortization, stock-based compensation, and derivative liabilities totaling approximately $7.8 million.

Previous report

Net cash used in operating activities of $10.6 million for the year ended December 31, 2023, was primarily attributable to a $15.6 million net loss, offset by an increase in trade accounts payable of $1.6 million and a $1.7 million increase in accrued expenses and other current liability.

Previous report

Net cash used in investing activities was $0, and less than $9,000, and not significant for the year ended December 31, 2024 and 2023, respectively.

Previous report

Net cash provided by financing activities was $11.7 million for the year ended December 31, 2024, which primarily consisted of net proceeds of $3.7 million from the issuance of convertible notes and $8.1 million net of related party loans.

Previous report

Net cash provided by financing activities was $10.8 million for the year ended December 31, 2023, which consisted of proceeds of $4.2 million from the issuance of convertible notes, $4.0 million in loans from related parties, net of repayments of $880,000, and $2.7 million from the issuance of preferred stock.
Reworded paragraphs (16)

Previous wording

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current wording

ITEM 2. MANAGEMENT**’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Previous wording

Total revenues increased by $0.07 million or 3% for the six months ended June 30, 2025, as compared to six months ended June 30, 2024. This increase is due to the net of an increase in US product sales of $0.32 million and a $0.25 decrease in rest of world product sales.

Current wording

Total revenues increased by $0.4 million or 10% for the nine months ended September 30, 2025, as compared to nine months ended September 30, 2024. This increase is due to an increase in US product sales of $0.87 million, offset by decreases in Europe and the rest of the world of $0.35 million, and $0.14 million, respectively.

Previous wording

Total cost of revenues increased by $0.98 million, or 44%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase in the six months ended June 30, 2025, is due to increased product manufacturing cost. Our total cost of revenue as a percentage of total sales for the six months ended June 30, 2025 and 2024 was 118% and 84%, respectively.

Current wording

Total cost of revenues increased by $0.7 million, or 20%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase in the nine months ended September 30, 2025, is due to increased product manufacturing cost. Our total cost of revenue as a percentage of total sales for the nine months ended September 30, 2025 and 2024 was 116% and 107%, respectively.

Previous wording

Research and development expenses decreased by $0.08 million, or 5%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The decrease was primarily attributable to the decrease of research and development personnel between the two periods

Current wording

Research and development expenses decreased by $0.09 million, or 3%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease was primarily attributable to the decrease of research and development personnel between the two periods

Previous wording

Selling, general and administrative expenses increased by $0.24 million, or 5%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase was primarily attributable to increases in various other immaterial expenses.

Current wording

Selling, general and administrative expenses increased by $0.2 million, or 2%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was primarily attributable to increases in general legal expenses.

Previous wording

Total other expenses increased by $2.97 million, or 1,275%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase was primarily attributed to derivative (non-cash) accounting for the issued convertible notes, including $2.2 million in interest expense and a $0.7 million increase in the conversion feature of the notes.

Current wording

Total other expenses increased by $10.4 million, or 498%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The increase was attributed to derivative (non-cash) accounting for the issued convertible notes.

Previous wording

Total revenues increased by $1.4 million or 207% for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024.This increase is due to an increase in U.S. sales of $1.4 million.

Current wording

Total revenues increased by $0.3 million or 35% for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. This increase is due to an increase in U.S. sales of $0.5 million, offset by a decrease in Europe and the rest of the world of $0.1million, and $0.1 million, respectively.

Previous wording

Total cost of revenues increased by $1.2 million, or 110%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The increase in cost of revenues for the three months ended June 30, 2025, was mainly due to $0.8 million in product manufacturing costs and $0.3 million in rental costs. Rental revenue and rental cost are not directly correlated. Rental revenue is earned when a patient is discharged from a hospital with a Freedom Driver. The rental costs are mainly related to machine maintenance to maintain reliability and is incurred on a time schedule that is dependent on the amount of time the driver is actually used. The driver may be used for multiple patients before maintenance service is required. Rental revenue is earned when a patient is discharged from a hospital with a Freedom Driver. Rental Revenue is recognized when it becomes likely that we will receive payment. The timing differences between usage and payment receipt generally do not correlate to the cost of service maintenance, resulting in negative gross margins. Our total cost of revenue as a percentage of total sales for the three months ended June 30, 2025 and 2024 was 106% and 155%, respectively.

Current wording

Total cost of revenues decreased by $0.2 million, or 15%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease in cost of revenues for the three months ended September 30, 2025, was mainly due to $0.2 million in product costs. Rental revenue and rental cost are not directly correlated. Our total cost of revenue as a percentage of total sales for the three months ended September 30, 2025 and 2024 was 111% and 176%, respectively.

Previous wording

Research and development expenses decreased by $0.2 million, or 21%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The decrease was primarily attributable to $0.2 million of labor costs. We do not track expenses by product candidate. While research and development supply expense are isolated by product, personnel are not. Research and Development personnel do not work on current product production, therefore labor expense is not isolated by product.

Current wording

Research and development expenses decreased by $0.01 million, or 1%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily attributable to $0.01 million of labor costs. We do not track expenses by product candidate. While research and development supply expense are isolated by product, personnel are not. Research and Development personnel do not work on current product production, therefore labor expense is not isolated by product.

Previous wording

Total other expenses increased by $5.2 million, or 1,642%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase was attributed to derivative (non-cash) accounting for the issued convertible notes.

Current wording

Total other expenses increased by $5.2 million, or 294%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The increase was primarily attributed to derivative (non-cash) accounting for the issued convertible notes.

Previous wording

We have incurred operating losses since inception, including net losses of $21.1 million and $12.3 million for the year ended December 31, 2024 and the six months ended June 30, 2025, respectively. While we already have FDA-approved products that are generating commercial revenue, the business needs to scale up in order to offset a large, fixed overhead cost from our site in Tucson, AZ. Moreover, we are also investing heavily in the development of updates and next generation devices and therefore expect to continue to incur significant expenses and operating losses for the foreseeable future. Furthermore, we expect to incur additional expenses with transitioning to, and operating as, a public company.

Current wording

We have incurred operating losses since inception, including net losses of $21.1 million and $22.7 million for the year ended December 31, 2024 and the nine months ended September 30, 2025, respectively. While we already have FDA-approved products that are generating commercial revenue, the business needs to scale up in order to offset a large, fixed overhead cost from our site in Tucson, AZ. Moreover, we are also investing heavily in the development of updates and next generation devices and therefore expect to continue to incur significant expenses and operating losses for the foreseeable future. Furthermore, we expect to incur additional expenses with transitioning to, and operating as, a public company.

Previous wording

To date, we have funded our operations primarily with the proceeds from Series A-1 Preferred Stock, loans from related parties, and convertible notes issued to related parties and other investors. On September 2, 2025, the Company consummated our Initial Public Offering, see alsoItem 2 – Use of Proceeds, below.

Current wording

To date, we have funded our operations primarily with the proceeds from Series A-1 Preferred Stock, loans from related parties, and convertible notes issued to related parties and other investors. On September 2, 2025, the Company consummated our Initial Public Offering, see also Part II.Item 2–* Use of Proceeds,* below.

Previous wording

Net cash used in investing activities was $0, and $0 for the six months ended June 30, 2025 and 2024 respectively.

Current wording

Net cash used in investing activities was $0, and $0 for the nine months ended September 30, 2025 and 2024 respectively.

Previous wording

Net cash provided by financing activities was $5.1 million for the six months ended June 30, 2025, which primarily consisted of net proceeds of $2.0 million from the issuance of convertible notes, $1.5 million from the issuance of common stock, and $1.6 million net of related party loans.

Current wording

Net cash provided by financing activities was $14.1 million for the nine months ended September 30, 2025, which primarily consisted of net proceeds of $15.2 million, $2.0 million, $2.24 million, and $2.9 million from the issuance of common stock, convertible notes, stock subscriptions, and related party notes, respectively, offset by $8.2 million in repayments of related party loan notes.

Previous wording

Net cash provided by financing activities was $6.0 million for the six months ended June 30, 2024, which consisted primarily of proceeds of $7.2 million in loans from related parties and convertible debt, offset by $1.2 million in repayments to related party loans.

Current wording

Net cash provided by financing activities was $8.5 million for the nine months ended September 30, 2024, which consisted primarily of proceeds of $9.7 million from loans from related parties and convertible debt, offset by $1.2 million in repayments to related party loans.

Previous wording

We will qualify as an emerging growth company, as defined in the JOBS Act and may remain an emerging growth company for up to five years following the completion of our IPO. For so long as we remain an emerging growth company, We are permitted and intend to rely on certain exemptions from various public company reporting requirements, including delaying adopting new or revised accounting standards issued until such time as those standards apply to private companies, not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and any golden parachute payments not previously approved. In particular, in this Form 10-Q statement, we have not included all of the executive compensation-related information that would be required if we were not an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

Current wording

We will qualify as an emerging growth company, as defined in the JOBS Act and may remain an emerging growth company for up to five years following the completion of our September 2, 2025 IPO. For so long as we remain an emerging growth company, We are permitted and intend to rely on certain exemptions from various public company reporting requirements, including delaying adopting new or revised accounting standards issued until such time as those standards apply to private companies, not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and any golden parachute payments not previously approved. In particular, in this Form 10-Q statement, we have not included all of the executive compensation-related information that would be required if we were not an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.