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Profusa Issues Letter to Shareholders Encouraging Shareholders to Vote FOR All Proposals at June 23, 2026 Annual Meeting

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Profusa (Nasdaq: PFSA) released a shareholder letter ahead of its June 23, 2026 annual meeting, urging investors to vote FOR all proposals.

The Board says approvals are needed to help maintain the Nasdaq listing, enable securities issuance for the PanOmics Assay asset acquisition, meet Nasdaq financing approval rules, support equity compensation, and provide flexibility to advance strategic objectives.

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AI-generated analysis. Not financial advice.

Positive

  • Board unanimously recommends voting FOR all 2026 annual meeting proposals
  • Proposals aim to support maintaining Nasdaq listing and market access
  • Authorization to issue securities for PanOmics Assay asset acquisition
  • Measures designed to satisfy Nasdaq shareholder approval requirements for financing
  • Expanded equity compensation capacity to attract and retain key personnel

Negative

  • Failure to approve proposals may limit fiscal flexibility and delay initiatives
  • Non-approval could create additional costs and uncertainty for the company
  • Rejection may adversely impact ability to execute strategic and operational plans

News Market Reaction – PFSA

-9.69% 3.2x vol
14 alerts
-9.69% News Effect
+7.6% Peak Tracked
-6.8% Trough Tracked
-$142K Valuation Impact
$1.32M Market Cap
3.2x Rel. Volume

On the day this news was published, PFSA declined 9.69%, reflecting a notable negative market reaction. Argus tracked a peak move of +7.6% during that session. Argus tracked a trough of -6.8% from its starting point during tracking. Our momentum scanner triggered 14 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $142K from the company's valuation, bringing the market cap to $1.32M at that time. Trading volume was very high at 3.2x the daily average, suggesting heavy selling pressure.

Data tracked by StockTitan Argus on the day of publication.

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BERKELEY, CA, June 10, 2026 (GLOBE NEWSWIRE) -- Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a leading digital health company pioneering next-generation biosensing technologies, today issued the following letter from Chairman and Chief Executive Officer Ben Hwang, Ph.D., to shareholders in advance of the Company's 2026 Annual Meeting of Shareholders scheduled for June 23, 2026.

Dear Fellow Shareholders,

As we approach our 2026 Annual Meeting of Shareholders, I would like to personally thank you for your continued support of Profusa and our mission to transform healthcare through innovative diagnostic and health intelligence technologies.

Over the past year, we have continued to execute on our strategic vision while taking important steps to strengthen the Company's long-term growth prospects. Most notably, we announced our agreement to acquire assets relating to the PanOmics Assay platform, a transaction we believe has the potential to significantly expand Profusa's capabilities and opportunities within the rapidly evolving precision diagnostics and health intelligence markets.

As we work to advance this strategy, maintain our Nasdaq listing, and continue building shareholder value, we require the flexibility and resources necessary to execute our business plan. Your vote means enabling the company to unlock the ability of growth drivers such as the PanOmics platform acquisition and commercialization in Europe to power Profusa in reaching milestones that deliver the value we collectively seek.

At this year's Annual Meeting, shareholders are being asked to consider several proposals that the Board of Directors believes are critical to the future success of the Company.

These proposals are intended to:

• Support the Company's efforts to maintain its Nasdaq listing and access to the public capital markets

• Enable the issuance of securities associated with the previously announced PanOmics asset acquisition

• Satisfy Nasdaq shareholder approval requirements associated with the Company's financing arrangements

• Ensure the Company has the ability to attract, retain and incentivize employees, officers and directors through its equity compensation program

• Provide the flexibility necessary to continue advancing the Company's strategic and operational objectives

After careful review and consideration, the Board of Directors unanimously determined that each proposal is advisable and in the best interests of the Company and its shareholders.

Importantly, failure to approve these proposals could limit the Company's fiscal flexibility, delay strategic initiatives, create additional costs and uncertainty, and adversely impact our ability to execute plans moving forward.

Your vote is extremely important.

Regardless of the number of shares you own, we encourage you to vote your shares as soon as possible. If your shares are held through a broker, bank or other nominee, please remember that your broker cannot vote your shares on these proposals without your instructions.

The Board of Directors unanimously recommends that shareholders vote “FOR” all of the Company’s proposals.

If you have already voted, thank you for your participation and support. If you have not yet voted, we encourage you to do so promptly.

For assistance voting your shares, or if you have any questions regarding the proxy, please contact:

Advantage Proxy, Inc.
Toll-Free: (877) 870-8565
Email: ksmith@advantageproxy.com

On behalf of the Board of Directors and the entire Profusa team, thank you for your continued confidence and support as we work to advance our strategic objectives and create long-term value for shareholders.

Sincerely,

Ben C. Hwang, Ph.D.
Chairman and Chief Executive Officer
Profusa, Inc.

About Profusa

Based in Berkeley, CA, Profusa is a commercial stage digital health company led by visionary scientific founders, an experienced management team and a world-class board of directors in the development of a new generation of tissue-integrated sensors to detect and continuously transmit actionable, medical-grade data for personal and medical use. With its long-lasting, injectable and affordable biosensors and its intelligent data platform, Profusa aims to provide people with a personalized biochemical signature rooted in data that clinicians can trust and rely on.

“LUMEE”, “PROFUSA” and the PROFUSA logo are registered trademarks of Profusa, Inc. in the United States, Canada, European Union, China, Japan, South Korea and Australia.

For more information, visit https://profusa.com.

Special Note Regarding Forward-Looking Statements

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or future financial or operating performance of Profusa, including statements regarding the proposed acquisition, the anticipated launch of PanOmics DX™, and Profusa’s strategic plans. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “propose,” “seek,” “should,” “strive,” “will,” or “would” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which may be beyond the control of Profusa and could cause actual results to differ materially from those expressed or implied by such forward-looking statements including, without limitation, risks related to the Company's planned European and U.S. product launches, the risk that such product launches may not result in revenue at the levels anticipated, the risk that customer demand may be less than expected, and risks relating to the Company’s withdrawal of the Registration Statement and conducting a smaller offering of its securities. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Profusa and its management, are inherently uncertain. Profusa cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. There are risks and uncertainties described more fully in the Company's public filings made by Profusa from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Profusa cannot assure you that the forward-looking statements in this communication will prove to be accurate.

Contacts

Investor and Media Contacts
email:  info@coreir.com
phone:  1 (212) 655-0924


FAQ

What is Profusa (Nasdaq: PFSA) asking shareholders to approve at the June 23, 2026 annual meeting?

Profusa is asking shareholders to approve several proposals supporting its strategy, financing, and compensation plans. According to Profusa, these include measures tied to maintaining its Nasdaq listing, issuing securities for the PanOmics asset acquisition, satisfying Nasdaq financing approval rules, and enhancing equity compensation flexibility.

How do the June 23, 2026 PFSA proposals relate to maintaining Profusa's Nasdaq listing?

The proposals are described as supporting efforts to maintain Profusa's Nasdaq listing and public market access. According to Profusa, shareholder approvals would help preserve financial flexibility, meet Nasdaq shareholder approval requirements for certain financings, and provide tools needed to implement the company’s strategic and operational plans.

What does the PanOmics Assay platform acquisition mean for Profusa (PFSA) shareholders?

Profusa believes acquiring PanOmics Assay platform assets can significantly expand its precision diagnostics and health intelligence capabilities. According to Profusa, one proposal would enable issuing securities related to this asset acquisition, which the company views as an important growth driver within its broader strategic and market expansion efforts.

What happens if Profusa shareholders do not approve the 2026 annual meeting proposals for PFSA?

Profusa warns that failure to approve the proposals could harm its flexibility and execution. According to Profusa, non-approval may limit fiscal options, delay strategic initiatives, create added costs and uncertainty, and negatively affect the company’s ability to advance its business plan and key milestones.

Why is Profusa emphasizing equity compensation proposals to PFSA shareholders in 2026?

Profusa says equity compensation is essential for attracting, retaining, and incentivizing employees, officers, and directors. According to Profusa, approval of related proposals would ensure the company maintains sufficient equity-based incentives, aligning workforce interests with shareholders while supporting execution of long-term strategic and operational objectives.

How can PFSA shareholders vote their Profusa shares for the June 23, 2026 annual meeting?

Shareholders can vote by following instructions from their broker, bank, or nominee, or via provided proxy materials. According to Profusa, brokers cannot vote on these proposals without explicit shareholder directions, and investors are urged to submit votes as soon as possible before the meeting.