Presurance Holdings Inc美国招股说明书(2026年02月06日版本)

We are distributing, at no charge, to holders of our common stock non-transferable subscription rights to purchase up to 14,000,000 shares of ourcommon stock. You will receive one subscription right for each share of common stock owned at 5:00 p.m., New York City time, on February6, 2026. Each subscription right will entitle you to purchase 1.145 shares of our common stock at a subscription price of $1.00 per share. The per shareprice was determined by our board of directors after a review of recent closing sales and volume weighted average prices of our common stock and a The subscription rights will expire if they are not exercised by 5:00 p.m., New York City time, on February24, 2026, unless we extend the rightsoffering period. We have the option to extend the rights offering and the period for exercising your subscription rights for a period not to exceed 30 days,although we do not presently intend to do so. You should carefully consider whether to exercise your subscription rights prior to the expiration of therights offering. All exercises of subscription rights are irrevocable, even if the rights offering is extended by our board of directors. However, if we The shares of common stock are being offered directly by us without the services of an underwriter or selling agent. Shares of our common stock are traded on the Nasdaq Capital Market under the symbol “PRHI”. On February 2, 2026, the closing sales price forour common stock was $0.72 per share. The shares of common stock issued in the rights offering will also trade on the Nasdaq Capital Market under thesame symbol. The exercise of your subscription rights for shares of our common stock involves risks. See “Risk Factors”beginning on page 14 of this prospectus, as well as the other information relating to risks in any documents we Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. As permitted under the rules of the Securities and Exchange Commission, or the SEC, this prospectus incorporates important businessinformation about Presurance Holdings, Inc. that is contained in documents that we file with the SEC, but that are not included in or deliveredwith this prospectus. You may obtain copies of these documents, without charge, from the website maintained by the SEC at www.sec.gov, as Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSINCORPORATION OF CERTAIN INFORMATION BY REFERENCEPROSPECTUS SUMMARYBUSINESSRECENT DEVELOPMENTSTHE RIGHTS OFFERINGQUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING DESCRIPTION OF CAPITAL STOCK DESCRIPTION OF SUBSCRIPTION RIGHTS PRINCIPAL SHAREHOLDERS Table of Contents ABOUT THIS PROSPECTUS You should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized anyone to provideyou with additional or different information from that contained in or incorporated by reference into this prospectus. You should assume that theinformation contained in or incorporated by reference into this prospectus is accurate only as of any date on the front cover of this prospectus or the dateof the document incorporated by reference, as applicable, regardless of the time of delivery of this prospectus or any exercise of the subscription rights. As used in this prospectus, “Presurance,” the “Company,” “we,” “us” and “our” refer to Presurance Holdings, Inc. unless stated otherwise or thecontext requires otherwise. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Prospectus, which are not statements of historical fact, are forward-looking statements within the meaning ofSection27A of the Securities Act of 1933, as amended, as Section21E of the Securities Exchange Act of 1934, as amended. Forward-looking statementsgive current expectations or forecasts of future events or our future financial or operating performance. Words such as “anticipate,” “believe,” The forward-looking statements contained in this report are based on management’s good-faith belief and reasonable judgment based on currentinformation. The forward-looking statements are qualified by important factors, risks and uncertainties, many of which are beyond our control, thatcould cause our actual results to differ materially from those in the forward-looking statements, including those described in our Form 10-K (“Item 1ARisk Factors”) filed with the SEC on March28, 2025 and included herein, and subsequent reports filed with or furnished to theSEC. Any forward- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The SEC’s rules allow us to “incorporate by reference” into this prospectus certain information that we file with the SEC. This means that we caninclude in this prospectus information by referring you t