Picard Medical, Inc.

As filed with the Securities and Exchange Commission on May 20**, 2026.**

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Picard Medical, Inc.

(Exact name of registrant as specified in its charter)

1992 E Silverlake

Tucson, AZ 85713

(520)545-1234

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Patrick NJ Schnegelsberg

Chief Executive Officer

Picard Medical, Inc.

1992 E Silverlake

Tucson, AZ 85713

(520) 545-1234

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael J. Blankenship Benjamin D. Smolij Winston & Strawn LLP 800 Capitol St., Suite 2400, Houston, TX 77002-2925 (713) 651-2600

Approximate date of commencement of proposed sale to the public:From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

16,211,479 Shares of Common Stock

Offered for Resale by the Selling Stockholders Named Herein

This prospectus relates to the resale by the selling stockholders identified herein of up to 16,211,479 shares of

Common Stock, par value $0.0001 per share, of Picard Medical, Inc. (the“Common Stock”), consisting of:

The selling stockholders may offer, sell or distribute all or a portion of the shares of Common Stock covered by this prospectus from time to time through public or private transactions, at prevailing market prices, at prices related to prevailing market prices, at fixed prices, at varying prices determined at the time of sale, or at negotiated prices. For more information on the selling stockholders and the manner in which they may sell their shares, see the sections titled “Selling Stockholders” and “Plan of Distribution.”

The Placement Agent Warrants have an exercise price of $0.229 per share of Common Stock, as adjusted, and expire on the five-year anniversary of the date of issuance. The warrants include beneficial ownership limitations, standard adjustment provisions for stock dividends, stock splits and similar transactions, and anti-dilution protections. For more information regarding the warrants, see “Description of Securities—Description of Warrants.”

Quick Capital received 80,128 shares of Common Stock as consideration in connection with the QC Purchase Agreement.

Sindex received 7,943,585 shares of Common Stock in connection with the MIPA.

We will not receive any proceeds from the sale of shares of Common Stock by the selling stockholders pursuant to this prospectus. However, we may receive proceeds from the exercise of the warrants if exercised for cash. To the extent the warrants are exercised on a “cashless” or “net exercise” basis, we will not receive any proceeds. All expenses incurred in connection with the registration of the shares of Common Stock covered by this prospectus will be borne by us. Brokerage commissions and similar selling expenses, if any, attributable to the sale of shares of Common Stock will be borne by the selling stockholders. See “Use of Proceeds.”

Our Common Stock is listed on the NYSE American (“NYSE”) under the symbol “PMI.” On May 18, 2026, the closing price of our Common Stock was $0.17 per share.

Investing in our securities involves a high degree of risk. Before buying our Common Stock, you should carefully read the discussion of material risks of investing in our Common Stock in“Risk Factors”** beginning on page 9**** of this prospectus and in the documents incorporated by reference herein.**

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.