Profusa Inc

This proposal would authorize an amendment to the company’s Certificate of Incorporation enabling the Board to implement, at its discretion, one or more reverse stock splits of common stock at ratios between 1-for-5 and 1-for-200 (aggregate not to exceed 1-for-200) at any time prior to or on June 23, 2028. Management is pursuing this authority principally to restore compliance with Nasdaq’s minimum bid-price requirement and to facilitate retaining Nasdaq listing status (transfer to the Capital Market tier) and improved access to capital markets including potential S-3 shelf eligibility and continuation of its Equity Line of Credit. The company has recently experienced Nasdaq listing deficiencies (bid-price, MVLS and MVPHS) and has obtained a Panel decision to transfer to the Nasdaq Capital Market subject to meeting interim price milestones, which places a premium on the board’s ability to rapidly adjust share count. The Board will retain full discretion to determine whether to effect a split and to choose the specific ratio within the authorized range based on prevailing market conditions, expected post-split stability of the share price, and other factors. The proposal does not change authorized shares or par value and treats fractional shares by paying cash in lieu of fractional shares; it will also proportionately adjust warrants, options, and plan reserves under the 2025 Plan. The principal risks include potential selling pressure immediately after a split, subsequent decline of market capitalization, reduced liquidity from fewer outstanding shares, odd-lot issues for small holders, and the possibility that the split will not achieve sustained compliance causing continued delisting risk. The Board argues that flexibility to set the ratio is essential to react to market conditions and that the potential benefits—maintaining Nasdaq listing, improved investor access and financing capability—outweigh the noted risks. The Board recommends a vote FOR because management believes the authority will materially aid in preserving listing status and in facilitating future financings necessary for the company’s operations.

The proposal seeks shareholder approval—required by Nasdaq rules—to issue a newly created series of non-voting convertible preferred stock and the common shares issuable upon conversion to Bio Insights LLC as the $30 million consideration for acquiring PanOmics Assay assets and related know-how and samples under an Asset Purchase Agreement. The number of conversion shares will be determined by dividing $30,000,000 by the closing share price immediately preceding closing; the Preferred Stock will carry a five-year lock-up with one-fourth released annually, registration rights and a 3% royalty to Bio Insights on PanOmics revenue, and Bio Insights has the right to designate one director nominee (subject to Board approval not to be unreasonably withheld). Management viewed the issuance as a way to acquire valuable commercializable assets while conserving cash, but Nasdaq Listing Rules 5635(a) and (d) trigger the need for shareholder approval because the issuance may equal or exceed 20% of outstanding shares or be below applicable minimum price tests. The transaction will dilute existing stockholders upon conversion, and the Board acknowledges the potential concentration risk and governance influence resulting from a significant holder with nomination and royalty rights. The Board recommends the proposal on the basis that the acquisition could materially strengthen the company’s product portfolio and commercialization prospects and that the negotiated preferred-convertible structure is an acceptable means of financing the purchase without immediate cash outlay. Key evaluation factors include the valuation implicit in the conversion formula, the post-transaction ownership concentration, the five-year lock-up, and the commercial potential and integration risk of the PanOmics Assay into Profusa’s strategy. Investors should weigh the near-term dilution and governance implications against the strategic and potential revenue upside of acquiring the asset and the Board’s assessment that this structure preserves cash for operations while enabling the acquisition.

This proposal requests shareholder approval under Nasdaq Rule 5635(d) to permit issuance of shares upon conversion of the Company’s amended promissory note to NorthView Sponsor I LLC in excess of the 19.99% threshold (the Exchange Cap) that would otherwise restrict conversion. The underlying Note was confirmed at $1,869,796 principal, non-interest bearing, with a maturity date of December 31, 2026, and a conversion price equal to the greater of 95% of the closing price on the applicable conversion date or $0.35 per share (Floor Price), subject to customary beneficial ownership caps (4.99% default, up to 9.99% if adjusted upon notice). Amendment No. 1 imposes the Exchange Cap until shareholder approval is obtained (or an exception applies), and requires the Company to seek approval at the meeting and every four months thereafter if necessary. Management argues that approval will allow the Note to be converted in full, eliminating indebtedness without cash expenditure and avoiding the need to source liquidity to repay the remaining balance at maturity. The primary trade-off is dilution: at the Floor Price the Note could convert into a substantial number of shares (the filing calculates a theoretical maximum of ~5.34 million shares), which would materially dilute existing holders and could depress the market price; actual dilution depends on market prices at conversion. The Board’s recommendation weighs the benefit of extinguishing debt and preserving cash against dilution, concluding that, given the company’s capital needs, permitting full conversion is preferable to cash repayment or other expensive financing alternatives. The proposal therefore asks shareholders to authorize an issuance that Nasdaq rules treat as a significant issuance and to accept the dilution in exchange for balance-sheet relief and operational flexibility.

This proposal requests shareholder approval to increase the reserve under the company’s 2025 Equity and Incentive Plan by 695,544 shares (from 100,386 to 795,930), so that the plan’s reserve will equal approximately 15% of outstanding shares on the referenced calculation date after giving effect to the Reverse Stock Split. Management frames the amendment as necessary to provide sufficient equity incentives—including incentive stock options (ISOs)—to attract, retain and motivate employees, consultants and non-employee directors and to align long-term interests with stockholders, particularly given the company’s small share base following prior reverse splits. The amended plan retains administrative features such as an evergreen annual increase (lesser of 4% of outstanding shares or a board-determined amount), committee administration, limits on director compensation and standard adjustment clauses for corporate events. Key investor considerations include dilution from granting awards, potential future burn rate under the Evergreen provision, and the Board/Committee’s broad discretion to set terms (including repricing/cash-outs) without further shareholder approval in specified circumstances. Management asserts that larger reserve is important to secure talent and execute strategic plans without excessive cash compensation given constrained liquidity. The Board recommends approval on the basis that equity incentives are essential for execution, while noting that future grants remain subject to committee approval and customary limits and governance processes.

This procedural proposal seeks authority for the meeting chair to adjourn the Annual Meeting—if a quorum exists but one or more of the substantive proposals lack sufficient votes—so that the company can continue solicitations to obtain additional proxies. The adjournment power allows management to pursue additional outreach to institutional and retail holders, potentially enabling passage of critical corporate actions (e.g., reverse split, preferred issuance, conversion approval, equity plan amendment) without abandoning the transaction timelines. The Board presents this as a governance safeguard to avoid premature failure of proposals that the Board believes are in the company’s best interests; it does not itself change corporate rights or terms of the other proposals. The primary trade-offs are time and cost, as adjournments require additional administrative effort and may delay consummation of planned transactions dependent on approvals. Because the proposal only applies if a quorum is present and is conditional on insufficient votes, it is a customary, limited-authority mechanism to manage proxy solicitations. The Board recommends a vote FOR to preserve flexibility to secure needed approvals and to avoid unnecessary dilution or deleterious alternatives that could result if key proposals fail.