Profusa Seeks Shareholder Approval for Second Reverse Split, Highly Dilutive Acquisition, and Debt Conversion Amidst Delisting Threats
PFSA is trading near its 52-week low of $0.361 (2.5% above the low).
Summary
Profusa is seeking shareholder approval for multiple highly dilutive proposals, including a second reverse stock split to maintain Nasdaq listing, a $30 million convertible preferred stock issuance for an acquisition, and the conversion of $1.87 million in convertible notes, alongside a significant increase in its equity incentive plan.
Key Events · Financing and Capital Events · PFSA
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Second Reverse Stock Split Proposed
Shareholders will vote on a 1-for-5 to 1-for-200 reverse stock split to regain Nasdaq compliance, following a 1-for-75 split in February 2026 that failed to sustain the minimum bid price. This is a critical measure to avoid delisting, but often signals deep distress.
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Highly Dilutive Acquisition Financing
Approval is sought for the issuance of $30 million in convertible preferred stock for the acquisition of PanOmics Assay assets. This represents an extremely significant dilution, exceeding 1700% of the company's current market capitalization.
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Convertible Debt Conversion to Equity
Shareholders will vote on approving the conversion of $1.87 million in convertible notes into common stock, potentially issuing up to 5.34 million shares (over 100% of current outstanding shares) at a floor price of $0.35, to eliminate debt without using cash.
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Expanded Equity Incentive Plan
A proposal to increase the shares available for the 2025 Equity and Incentive Plan by 695,544 shares, representing 15% of outstanding common stock, further contributing to potential dilution for existing shareholders.
Analysis · PFSA · Industrial Applications And Services
Profusa, a micro-cap company with a market capitalization of $1.72 million, is proposing a series of highly dilutive and critical measures to its shareholders. These include a second reverse stock split (1-for-5 to 1-for-200) to address ongoing Nasdaq delisting threats, a massive $30 million convertible preferred stock issuance for an acquisition (over 17 times its current market cap), and the conversion of $1.87 million in convertible notes into common stock, which could more than double the outstanding shares. Additionally, the company seeks to significantly expand its equity incentive plan by 15% of outstanding shares. These proposals collectively indicate severe financial distress and a desperate attempt to maintain listing and fund operations, with substantial negative implications for existing shareholders through extreme dilution.
How filings like this one have moved
In the 30 days to Oct 5, 2026, 42.7% of the 288 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.53%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, PFSA was trading at $0.37 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $1.7M. The 52-week trading range was $0.36 to $975.00. This filing was assessed with negative market sentiment and an importance score of 9 out of 10.