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.

14.76M
Reported Float
14.75M
Tradeable Now
(estimated float)
14.75M
Effective Supply
25.17M
Fully Diluted
Dilution risk8/10
CONFIDENCE: HIGH
HIGHAssessed Jul 15, 2026Trigger: EFFECT registration filingCRITICALELOC / variable-rate equity line — resale registration at 211% of floatCRITICALRapid share count growth — 194% dilution in 12 months, 448% in 22 months

Score is driven almost entirely by the Roth Principal Investments ELOC signed 2026-06-30 and amended 2026-07-10 — a $25,000,000 VWAP-discount equity line with 31,750,000 resale shares registered on 2026-07-02, equal to 211% of the 14.7M float. This is a variable-rate transaction: purchases price at VWAP less a fixed 3.0% (Market Open/Intraday) or 5.0% (Pre/Post-Market, reduced from 6.0% on 2026-07-10) discount, giving the counterparty a structurally profitable same-day resale spread. Draw caps of up to 2,000,000 shares or 25% of valuation-period volume per purchase mean Roth can absorb a quarter of daily volume on demand — on a ~$11M market cap, that is a persistent bid-side drag. This scores heavily under the 40% convertibles/variable-rate component even though draws are company-discretionary rather than holder-forced. Recent activity (20% component) is near-maximal: the company sold 3,713,939 ATM shares in FY2025, 2,371,943 more in Q1 2026, and another 2,104,742 between 2026-04-01 and 2026-05-12 — roughly $9.37M of ATM stock sold to date and a 434% share count increase from 2,745,684 (2024-08-09) to 15,040,679 (2026-06-23). Historical pattern (10% component) is maximal: three reverse splits (1:10 in 2017, 1:20 in 2019, 1:40 in 2024), two warrant inducement repricings, and four Series C expiration extensions. The one genuine mitigant, which caps the score at 8 rather than 9-10: the warrant book (30% component) is entirely out of the money — every one of the 7,777,803 warrants sits at $1.25 or higher against a $0.76 stock (the nearest, Series E at $1.25, is 64% away), and the filings explicitly state the warrants had NO intrinsic value at 2026-03-31. There are no convertible notes and zero debt. Two hard brakes also throttle near-term ELOC velocity: the $0.50 Threshold Price floor and, more importantly, the Nasdaq 3,004,114-share Exchange Cap (19.99%) which BINDS at the current $0.76 price because the $0.9853 average-price exemption is not met and stockholder approval has not been obtained. Absent a shareholder vote, near-term ELOC supply is legally limited to ~3.0M shares, not 31.75M.

Share Structure

Float to Fully Diluted Breakdown

LIKELY STALE

Reported float from Insight Sentry (NASDAQ:PRSO) — reported float 14,499,264.88 against reported shares outstanding 15,096,664. Adjusted based on SEC filing analysis.

Reported Float14.76M58.6%
Convertible Notes31.81M126.4%
Roth Principal Investments ELOC — Common Stock Purchase Agreement dated 2026-06-30 (as amended 2026-07-10), up to $25,000,000 over 36 months
Conv. Price: floating_discount
Est. Shares: ~31.75M (agent-computed)
Exchangeable Shares of 2798832 Ontario Inc. (Canco), exchangeable 1-for-1 into PRSO common at holder election
Conv. Price: fixed
Est. Shares: ~56K (agent-computed)
Warrants7.78M30.9%
common92K shares at $40
common143K shares at $28
common7K shares at $28
common3.97M shares at $2.25
placement_agent139K shares at $2.625
common2.25M shares at $1.61
placement_agent157K shares at $1.625
common952K shares at $1.25
placement_agent67K shares at $1.475
Options / RSUs2.17M8.6%
Stock Options2.17M shares
Other250K1.0%
Float Adjustments250K shares
≈ Estimated Actual Float

Reported float + filing adjustments

14.75M

HIGH confidence

Pending Shares as % of Float281.15%

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

Fully Diluted25.17M100%

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, 2017~9 yr ago
Active mechanisms
  • Roth Principal Investments $25,000,000 ELOC (2026-06-30, amended 2026-07-10) — VWAP less 3.0% (Market Open/Intraday) or 5.0% (Pre/Post-Market); 31,750,000 shares registered for resale; 36-month commitment period; company-discretionary draws; $0.50 Threshold Price; 3,004,114-share Exchange Cap binding below $0.9853; 4.99% blocker; $500,000 commitment fee withheld at 10% per draw
  • ATM program with Ladenburg Thalmann — $670,000 remaining capacity (424B5 2026-05-14), 3.0% commission; explicitly carved out of the Roth ELOC's Variable Rate Transaction prohibition so it can run in parallel
  • S-3 shelf 333-280798 (effective 2024-07-22) — baby-shelf constrained under General Instruction I.B.6 to one-third of public float per rolling 12 months; ~$8.5M of ~$9.2M ceiling already consumed
  • 7,777,803 out-of-the-money warrants subject to potential inducement repricing (precedent: two repricings executed in the last 20 months)
  • 2,165,099 options (WAEP $2.37) + 200,208 RSUs + 143,378 plan reserve; DEF 14A Proposal No. 3 sought a further 1,000,000-share plan increase at the 2025-12-22 annual meeting
  • 20,000,000 authorized blank-check preferred shares issuable by the board without stockholder approval (latent, none outstanding)
  • 55,986 Canco exchangeable shares convertible 1:1 at holder election

Market Data

Price

$0.68

Market Cap

$10.26M

Outstanding

15.10M

Float

14.76M

Avg Volume

287.4K

Exchange: NASDAQ|Source: Insight Sentry