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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 29, 2025
PROFUSA, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41177 |
|
86-3437271 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
626 Bancroft Way, Suite A
Berkeley, CA 94710
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (925) 997-6925
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
PFSA |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07 Submission of Matters to a Vote of
Security Holders.
A Special Meeting of Stockholders (the “Meeting”)
of Profusa Inc. (the “Company”) was held virtually on August 29, 2025, at www.cleartrustonline.comlpfsa, pursuant to notice
duly given. Definitive proxy materials relating to the Meeting were filed with the Securities and Exchange Commission on August 18, 2025,
and were transmitted to all stockholders that held of record as of July 30, 2025 (the “Record Date”). As of the close of business
on the Record Date there were 32,788,877 shares of the Company’s Common Stock outstanding, each share being entitled to one vote. At the
Meeting, the holders of 17,334,149 shares of the Company’s Common Stock were represented in person or by proxy, constituting a quorum.
The stockholders were asked to approve, for the purpose of complying with the applicable provisions of The Nasdaq Stock Market LLC Listing
Rule 5635(d), the Equity Line of Credit (“ELOC”) transaction (which has previously been disclosed) pursuant to which the Company
may, from time to time and at its discretion, issue and sell to Ascent Partners Fund LLC shares of the Company’s common stock for an aggregate
purchase price of up to $100,000,000, subject to certain limitations and conditions. The stockholders voted to approve the proposal
at the Meeting. The vote was as follows:
| FOR | |
AGAINST | |
ABSTAIN |
| 17,206,846 | |
120,164 | |
7,139 |
No other action was taken at the meeting.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
| Exhibit |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| Dated: September 4, 2025 |
Profusa, Inc. |
| |
|
|
| |
By: |
/s/ Ben Hwang |
| |
Name: |
Ben Hwang |
| |
Title: |
Chief Executive Officer |
