Key Highlights

  • Profusa 's reverse-stock-split proposal received 262,920 votes in favor, 17,360 against and 7,610 abstentions at its September 18 special meeting.
  • Holders of 287,890 common shares were represented at the meeting, forming a quorum, and a separate adjournment authorization received 264,664 votes in favor.
  • The reverse-split proposal recorded zero broker non-votes.
  • Profusa had 605,647 common shares outstanding as of the August 19 record date, with one vote attached to each share.

Reverse Split Proposal Passes Stockholder Vote

Profusa's proposal would amend its Amended and Restated Certificate of Incorporation to allow the board to carry out one or more reverse splits of common stock over the next two years, within the split range set out in the proposal. At the September 18 special meeting, the proposal received 262,920 votes in favor against 17,360 opposed and 7,610 abstentions, with zero broker non-votes recorded. Holders of 287,890 shares were represented, forming a quorum, and a separate adjournment authorization at the same meeting received 264,664 votes in favor. No other action was taken at the meeting.

Record Date Share Count and Voting Mechanics

Proxy materials were filed on August 28 and sent to holders of record as of August 19. Profusa had 605,647 common shares outstanding at the close of Business on that record date, with one vote attached to each share, providing the base from which the 287,890 represented shares and the vote totals were drawn.

What the Approved Authority Means for Shareholders

Under the approved proposal, Profusa's board, or delegated authorized persons, would decide the exact reverse-split ratio within the proposal's stated range without seeking another stockholder authorization. The authority extends over the next two years, giving the board flexibility on timing while leaving the specific ratio and execution date undetermined at this stage.

Where Things Stand

With stockholder approval secured by a wide Margin and zero broker non-votes, attention now shifts to whether and when Profusa's board exercises its two-year reverse-split authority and what ratio it selects within the approved range.