Profusa Inc

1. 1

   Reverse Stock Split Proposal

   ManagementBoard: FOR

   Approve an amendment to the Amended and Restated Certificate of Incorporation authorizing the Board, in its discretion, to effect one or more reverse stock splits of the Company’s common stock between 1-for-2 and 1-for-12, with aggregate splits not exceeding 1-for-12, at any time through September 18, 2028, without further stockholder approval.

   More detail

   The proposal asks stockholders to approve a Certificate of Incorporation amendment permitting the Board to carry out one or more reverse splits of the common stock through September 18, 2028. The cumulative reverse-split ratio could range from 1-for-2 to 1-for-12, with the Board selecting the precise ratio and timing without another stockholder vote. If implemented, shares would be combined proportionally, while the authorized share count and par value would remain unchanged. Management’s principal objective is to increase the trading price enough to regain and maintain compliance with Nasdaq’s $1.00 minimum bid-price requirement. The company has a significant Nasdaq compliance backdrop, including prior 1-for-75, 1-for-25, and 1-for-4 reverse splits in 2026 and an ongoing effort to satisfy bid-price and other listing requirements. Management also cites preserving Nasdaq access, maintaining financing alternatives such as S-3 shelf eligibility and an equity line of credit, improving liquidity, and attracting institutional investors. The Board argues that a ratio range is necessary because the appropriate ratio depends on the stock price, market conditions, expected price stability, liquidity, and market capitalization at the time of implementation. The Board retains authority to abandon the split if it later determines that implementation is not in the Company’s or stockholders’ best interests. Risks disclosed include post-split selling pressure, renewed delisting risk, lower liquidity, odd-lot consequences, reduced market capitalization, and potential greater dilution from future issuances because authorized shares are not reduced. The Board recommends FOR because it believes the flexibility and potential listing and financing benefits outweigh these risks.

2. 2

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize the Company to adjourn the special meeting one or more times, for up to 30 days, if necessary or appropriate to solicit additional proxies when there are insufficient votes to approve the Reverse Stock Split Proposal.

   More detail

   The proposal asks stockholders to authorize one or more adjournments of the special meeting if the Company lacks enough votes to approve the reverse stock split. Any adjournment would be used to solicit additional proxies rather than to introduce a new substantive matter. The filing states that the proposal would be presented only if a quorum exists and the reverse-split vote is insufficient at the meeting. An adjournment may last for no more than 30 days. The mechanism is intended to give management additional time to obtain support for the reverse split, which the Company views as important to Nasdaq compliance and financing access. Approval requires the affirmative vote of a majority of the voting power present in person or represented by proxy and entitled to vote on the proposal. Abstentions have the same effect as votes against, while broker non-votes have no effect. The Board recommends FOR because adjournment could help secure the votes needed for the reverse-split authorization. The proposal is procedural and does not itself implement a reverse split or amend the Company’s charter. Its practical significance is that it could delay final resolution of the principal proposal while management continues solicitation efforts.

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When is the Profusa Inc 2026 special meeting?

Profusa Inc (PFSA) holds its 2026 special shareholder meeting on Friday, September 18, 2026.

What is the record date for the Profusa Inc 2026 meeting?

The record date for the Profusa Inc 2026 meeting is Wednesday, August 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Profusa Inc's 2026 meeting?

The board is presenting 6 director nominees at the Profusa Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Profusa Inc 2026 meeting?

Shareholders will vote on 2 proposals at the Profusa Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.