UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Picard Medical, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
EXPLANATORY NOTE
This supplement (the “Proxy Supplement”) updates the Definitive Proxy Statement, dated June 26, 2026 (collectively, the “Proxy Statement”), previously furnished to stockholders of Picard Medical, Inc., a Delaware corporation (the “Company”), in connection with its 2026 Annual Meeting of Stockholders to be held on July 17, 2026 at 3:00 p.m. Mountain Time (the “Annual Meeting”).
This Proxy Supplement is being filed to (i) correct an administrative oversight on the proxy card that previously was furnished to stockholders and (ii) correct the disclosure describing the membership of the Audit Committee of the Company.
Specifically, Proposal Three of the proxy card regarding the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers incorrectly gave stockholders the option to vote “For,”” Against” or “Abstain” a frequency of one year, rather than giving stockholders to vote for “1 year,” “2 years” or “3 years.” Accordingly, the Company is providing a revised proxy card to its stockholders as of the record date for the Annual Meeting to provide the voting options “1 year,” “2 years” or “3 years.” Any votes previously cast “FOR” the proposal will be counted as a vote for “1 year.”
In addition, the disclosure under the caption "The Board, Its Committees and its Compensation- Audit Committee" is amended and restated in its entirety as follows:
Audit Committee
Sam Van and George Ye serve as members of our audit committee, with Sam Van serving as the chair of the Audit Committee. The Board has determined that each member of the audit committee satisfies the independence requirements under the NYSE Listing Rules and Rule 10A-3(b)(1) of the Exchange Act. Sam Van, the chair of the audit committee, is an “audit committee financial expert” within the meaning of SEC regulations. Each member of the audit committee is able to read and understand fundamental financial statements in accordance with applicable listing standards. In arriving at these determinations, we examine each audit committee member’s scope of experience and the nature of his or her employment. The primary purpose of the audit committee is to discharge the responsibilities of the Board with respect to corporate accounting and financial reporting processes, systems of internal control, and financial statement audits, and to oversee our independent registered public accounting firm. The audit committee met 1 time during the fiscal year ended December 31, 2025. Specific responsibilities of the audit committee include:
| ● | helping the Board oversee the corporate accounting and financial reporting processes; |
| ● | managing and/or assessing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our consolidated financial statements; |
| ● | discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; |
| ● | developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
| ● | reviewing related party transactions; |
| ● | reviewing our policies on risk assessment and risk management; |
| ● | reviewing, with the independent registered public accounting firm, our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues; and |
| ● | pre-approving audit and permissible non-audit services to be performed by the independent registered public accounting firm. |
Our audit committee operates under a written charter, that satisfies the applicable NYSE Listing Rules.
If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Annual Meeting by:
| • | delivering a written notice of revocation of your proxy to the attention of the Corporate Secretary at the following address: 1992 E Silverlake, Tucson AZ, 85713; |
| • | delivering to us an authorized proxy bearing a later date (including a proxy over the Internet or by telephone); or |
| • | attending the virtual Annual Meeting and voting during the meeting. Attendance at the Annual Meeting will not, by itself, revoke a proxy. |
If your shares are held in the name of a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee, or as otherwise instructed by such bank, broker or nominee.
Except as described herein, this Proxy Supplement does not modify, amend, supplement, or otherwise affect the Proxy Statement.
