Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers ; Election of Directors ; Appointment of Certain Officers ; Compensatory Arrangements of Certain Officers. Picard Medical, Inc. (the "Company") filed a Current Report on Form 8-K with the SEC on June 26, 2026 (the "Original Filing"), reporting the appointment of Dr. Joe Xiao to the Company's Board of Directors (the "Board") and certain committees thereof.…
Picard Medical, Inc. is the parent company of SynCardia Systems, LLC (“SynCardia”), the Tucson, Arizona - based leader with the only commercially available total artificial heart technology for patients with end-stage heart failure. SynCardia develops, manufactures, and commercializes the SynCardia Total Artificial Heart (“STAH”), an implantable system that assumes the full functions of a failing or failed human heart. It is the first artificial heart approved by both the FDA and Health Canada, and it remains the only commercially available artificial heart in the United States and Canada. With more than 2,100 implants performed at hospitals across 27 countries, the STAH is the most widely used and extensively studied artificial heart in the world. For additional information about Picard Medical, please visit www.picardmedical.com or review the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers
;
Election of Directors
;
Appointment of Certain Officers
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Compensatory Arrangements of Certain Officers.
Picard Medical, Inc. (the "Company") filed a Current Report on Form 8-K with the SEC on June 26, 2026 (the "Original Filing"), reporting the appointment of Dr. Joe Xiao to the Company's Board of Directors (the "Board") and certain committees thereof. The Company is filing this Amendment No. 1 on Form 8-K/A to amend and supplement the Original Filing to correct the committee appointments of Dr. Xiao.
On June 23, 2026, the Board appointed Dr. Joe Xiao to serve as a member of the Board, effective as of such date. In connection with his appointment to the Board, Dr. Xiao was also appointed to serve as a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.
In connection with being appointed to the Board, Dr. Xiao entered into the Company’s standard indemnification agreement for directors.
Dr. Xiao will receive compensation in accordance with the Company’s existing compensation policy for non-employee directors, which is described under “The Board, Its Committees and Its Compensation - Director Compensation” in the Company’s proxy statement filed with the the SEC on June 15, 2026. There are no arrangements or understandings between Dr. Xiao and any other person pursuant to which he was selected to serve on the Board. There are also no transactions or relationships between Dr. Xiao and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Exhibit Description
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10.1 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 4, 2025)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)