PRSOPeraso Inc. · Nasdaq Capital Market
Effective Supply — the real overhang

From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.

15.04M
Reported Float
15.03M
Tradeable Now
(estimated float)
15.03M
Effective Supply
25.31M
Fully Diluted
Dilution risk9/10
CONFIDENCE: HIGH
EXTREMEAssessed Sep 1, 2026Trigger: ReassessmentCRITICALVariable-rate equity line (ELOC) — floating discount to marketCRITICALRecently registered resale shares now effective and not in any float quote

The single dominant fact is the Roth Principal Investments $25,000,000 equity line, effective and commenced 2026-07-14, priced at VWAP less a fixed 3.0%/5.0% discount with a $0.50 threshold price — a floating-price mechanism against a float of ~15.0M shares and an $9.0M market cap. The company's own Proposal No. 5 dilution table concedes 41,666,666 shares at $0.60 (73.4% of post-issuance outstanding) and 31,250,000 at $0.80. With the stock at $0.5961, the facility is worth roughly 2.8x the entire current float in new shares. The 3,004,114-share Exchange Cap (19.99%) is the only near-term brake, and management has expressly placed a proposal before shareholders to remove it, warning it would permit 'a substantially greater number of shares at a lower price per share, resulting in materially greater dilution.' Recent issuance activity is severe and continuous: 4,821,624 ATM shares sold in H1 2026 alone, with shares outstanding up from 6,171,040 (2025-08-08) to 15,064,476 (2026-08-07) — a 144% twelve-month expansion. Offsetting factors that keep this at 9 rather than 10: there are zero convertible notes and zero convertible preferred outstanding, the ATM is nearly exhausted ($670K remaining), all 7.78M warrants are deeply out of the money (lowest strike $1.25 vs $0.5961 — over 2x above market) with no reset or anti-dilution repricing disclosed, and the ELOC is company-optional rather than holder-triggered. The warrant overhang is therefore near-zero risk today; the score is driven almost entirely by the ELOC and the demonstrated 144% issuance cadence.

Share Structure

Float to Fully Diluted Breakdown

LIKELY STALE

Reported float from Insight Sentry (as-of date unknown). Adjusted based on SEC filing analysis.

Reported Float15.04M59.4%
Convertible Notes42.85M169.3%
Roth Principal Investments $25,000,000 Committed Equity Facility (ELOC) — Common Stock Purchase Agreement dated 2026-06-30, amended 2026-07-10; Commencement Date 2026-07-14
Conv. Price: floating_discount
Est. Shares: ~41.67M (agent-computed)
Ladenburg Thalmann ATM Sales Agreement (at-market, variable price) — remaining capacity permitted alongside Roth facility
Conv. Price: variable
Est. Shares: ~1.12M (agent-computed)
Exchangeable Shares of 2864555 Ontario Inc. (Canco) — exchangeable 1:1 into common stock at holder option
Conv. Price: fixed
Est. Shares: ~56K (agent-computed)
Warrants7.78M30.7%
common92K shares at $40
placement_agent143K shares at $28
common7K shares at $28
common3.97M shares at $2.25
placement_agent139K shares at $2.625
placement_agent157K shares at $1.625
common2.25M shares at $1.61
common952K shares at $1.25
placement_agent67K shares at $1.475
Options / RSUs2.17M8.6%
Stock Options2.17M shares
≈ Estimated Actual Float

Reported float + filing adjustments

15.03M

HIGH confidence

Pending Shares as % of Float351.3%

Registered and convertible shares that could enter the float relative to current float size.

Fully Diluted25.31M100%

Share estimates are approximate. Convertible share counts based on current price. Review SEC filings for exact terms.

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Dilution profile
Reverse splits (3)
  • 1-for-40·Jan 3, 2024~3 yr ago
  • 1-for-20·Aug 28, 2019~7 yr ago
  • 1-for-10·Feb 16, 2017~10 yr ago
Active mechanisms
  • $25,000,000 Roth Principal Investments ELOC — VWAP less 3.0% (Market Open/Intraday) or 5.0% (Pre/Post-Market), $0.50 threshold price, 36-month term, commenced 2026-07-14
  • 31,750,000 shares registered for Roth resale under effective S-1 333-297259
  • Ladenburg Thalmann ATM — $670,000 remaining, sales at prevailing market prices, baby-shelf limited
  • Pending stockholder vote (Proposal No. 5) to remove the 3,004,114-share Exchange Cap on the ELOC
  • Pending stockholder vote (Proposal No. 3) to add 1,500,000 shares to the 2019 Stock Incentive Plan (9.9% of outstanding)
  • S-3 shelf 333-280798 remains effective for further primary issuance, capped by I.B.6 at one-third of ~$6.34M public float
  • Nasdaq bid-price deficiency with reverse split expressly contemplated as the cure mechanism

Market Data

Price

$0.55

Market Cap

$8.30M

Outstanding

15.09M

Float

15.04M

Avg Volume

321.8K

Exchange: NASDAQ|Source: Insight Sentry