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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):
October 20, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
Increase in Authorized Shares
As discussed in greater detail in Item 5.07 below,
on October 20, 2025, at the Special Meeting of Stockholders (the “Meeting”) of Profusa, Inc. (the “Company”),
the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate
of Incorporation, to increase the Company’s authorized number of shares of common stock, par value $0.0001 per share, from 300,000,000
shares to 600,000,000 shares. On October 20, 2025 following the Meeting, the Company filed the Amendment with the Secretary of State of
the State of Delaware, which became effective when filed on October 20, 2025.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 3.1 and incorporated
by reference herein.
Item 5.07 Submission of Matters to a Vote of
Security Holders.
The Meeting, initially convened and adjourned
on October 7, 2025, was reconvened virtually on October 20, 2025, at www.cleartrustonline.com/pfsa, pursuant to notice duly given. Definitive
proxy materials relating to the Meeting were filed with the Securities and Exchange Commission on September 23, 2025, and were transmitted
to all stockholders that held of record as of September 22, 2025 (the “Record Date”). As of the close of business on the Record
Date there were 40,859,307 shares of the Company's Common Stock outstanding, each share being entitled to one vote. At the Meeting, the
holders of 19,159,413 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 potential issuance in excess
of 19.99% of outstanding shares of common stock upon the conversion of certain senior secured convertible notes. The stockholders voted
to approve the proposal at the Meeting. The vote was as follows:
| FOR | |
AGAINST | |
ABSTAIN |
| 18,296,205 | |
858,635 | |
4,573 |
The stockholders were also asked to approve an amendment to the Company’s
amended and restated Certificate of Incorporation to increase the authorized number of shares of common stock from 300,000,000 shares
to 600,000,000. The stockholders voted to approve the proposal at the Meeting. The vote was as follows:
| FOR | |
AGAINST | |
ABSTAIN |
| 17,968,659 | |
1,140,322 | |
20,432 |
No other actions were taken at the meeting.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
| Exhibit |
|
Description |
| 3.1 |
|
Amendment to Amended and Restated Certificate of Incorporation |
| 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: October 20, 2025 |
Profusa, Inc. |
| |
|
|
| |
By: |
/s/ Ben Hwang |
| |
Name: |
Ben Hwang |
| |
Title: |
Chief Executive Officer |
2
