Profusa Seeks Blank-Check Reverse Split Authority to Avert Nasdaq Delisting

summarizeSummary

Profusa seeks shareholder approval for a discretionary reverse stock split of up to 1-for-12 over two years to regain Nasdaq compliance, following three reverse splits already executed in 2026.

check_boxKey Events · Corporate Governance and Compliance · PFSA

• Blank-Check Reverse Split Authority

  Proposal authorizes one or more reverse stock splits at a ratio of 1-for-2 to 1-for-12 over the next two years, with aggregate splits not exceeding 1-for-12, at the Board's discretion without further stockholder approval.

• Nasdaq Delisting Risk

  Company remains non-compliant with Nasdaq's $1.00 minimum bid price requirement and has already executed three reverse splits in 2026 (1-for-75, 1-for-25, 1-for-4) to try to regain compliance.

• Special Meeting Scheduled

  Special Meeting of stockholders to be held on September 18, 2026, with record date August 19, 2026, to vote on the reverse split proposal and adjournment proposal.

• Governance Red Flag

  Granting the Board unilateral authority to enact multiple reverse splits without further shareholder approval concentrates power and may signal ongoing listing distress.

auto_awesomeAnalysis · PFSA · Industrial Applications And Services

Profusa is asking shareholders to approve a discretionary reverse stock split of up to 1-for-12 over the next two years. The company has already executed three reverse splits in 2026 (1-for-75 in February, 1-for-25 in July, and 1-for-4 in August) and remains non-compliant with Nasdaq's $1.00 minimum bid price requirement. This proposal gives the board unilateral power to enact further splits without another shareholder vote, a governance red flag that signals ongoing listing distress and potential for further shareholder dilution.