Profusa Inc

The proposal requests shareholder approval of an amendment to the Company’s Certificate of Incorporation granting the Board authority, for the next two years, to implement one or more reverse stock splits of common stock at a ratio within a 1-for-2 to 1-for-12 range (aggregate not to exceed 1-for-12), with the exact ratio and timing to be selected by the Board in its discretion. Management seeks this flexibility primarily to address repeated noncompliance with Nasdaq listing requirements—specifically the minimum bid price threshold—and to increase the per-share trading price to improve liquidity and access to institutional and financing sources. The filing and background show the company has already implemented multiple reverse splits earlier in 2026 (1-for-75 in February, 1-for-25 in July, and 1-for-4 in August) and is operating under Nasdaq compliance deadlines and Panel extensions, which underscores the regulatory urgency driving the request. The Board emphasizes that the reverse split would not change authorized share counts or par value and that fractional shares will be cashed out, reflecting standard treatment and minimizing administrative complexity. The company also warns of risks: the split may incentivize selling that could depress price, reduce market capitalization, create more odd-lot holders, and potentially decrease liquidity if market makers or holders exit. Management argues that preserving Nasdaq listing is strategically important for financing options (including S-3 shelf and the ELOC program) and that granting a ratio range gives the Board the necessary flexibility to respond to market conditions. The Board recommends a FOR vote, reasoning that the likely benefits for listing maintenance and capital access outweigh the disclosure-listed risks, while retaining the right to abandon the split if market conditions make it inadvisable.

This proposal asks shareholders to grant the Board authority to adjourn the Special Meeting, for up to 30 days if a quorum is present, to permit further solicitation of proxies in the event the Reverse Stock Split Proposal does not receive sufficient votes at the meeting. The adjournment mechanism is a standard procedural tool that permits management to continue outreach to shareholders (and potentially to obtain broker instructions from beneficial holders) rather than immediately closing the matter and risking failure of the primary regulatory compliance objective. Approval requires a majority of the shares present or represented and voting on the matter, with abstentions counting as votes against, so the outcome can be sensitive to turnout and broker behavior; broker non-votes do not affect the result. The Board recommends a FOR vote because without the ability to adjourn, the Company might be unable to secure the Reverse Stock Split approval on a single meeting date, potentially accelerating Nasdaq delisting risks. Granting adjournment authority is low-risk to shareholders because it does not change substantive corporate rights—it only grants time to solicit additional support—and it is conditioned on a present quorum and an explicit purpose of obtaining additional proxies for the reverse split. However, repeated adjournments could delay resolution and perpetuate uncertainty for stakeholders; shareholders should weigh the benefits of securing Nasdaq compliance against the costs and time associated with further solicitation.