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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 5, 2026
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 4.01. Change in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm.
On October 5, 2026, Profusa, Inc. (the “Company)
dismissed CBIZ CPAs P.C. (“CBIZ”) as its independent registered public accounting firm. The decision to change the Company’s
independent registered public accounting firm was approved by the Company’s Audit Committee and Board of Directors.
CBIZ’s report on the Company’s financial
statements for the fiscal year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified
or modified as to uncertainty, audit scope, or accounting principles, except that such report included an explanatory paragraph expressing
substantial doubt about the Company’s ability to continue as a going concern.
During the Company’s two most recent fiscal
years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through October 5, 2026, there were (i) no “disagreements”
(as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with CBIZ on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of CBIZ, would have caused CBIZ to make reference to the subject matter of the disagreements in connection with its report, and (ii) no
“reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weaknesses in
the Company’s internal control over financial reporting related to the lack of segregation of duties in the financial statement
close process, lack of review controls and expertise to ensure accurate valuations and accounting of financial instruments, and lack of
technical accounting expertise and internal controls to ensure accurate preparation of financial statements in accordance with U.S. GAAP
including complex debt and equity instruments, as previously disclosed in Item 9A of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2025 and Item 4 of the Company’s Quarterly Reports on Form 10-Q. The material weaknesses had not been
remediated as of June 30, 2026. The Audit Committee discussed the material weaknesses with CBIZ, and the Company has authorized CBIZ to
respond fully to the inquiries of the successor independent registered public accounting firm concerning the material weaknesses.
The Company provided CBIZ with a copy of the foregoing
disclosures no later than the date of filing of this Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”)
and requested that CBIZ furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements made
by the Company herein and, if not, stating the respects in which it does not agree. A copy of CBIZ’s letter, dated October 9, 2026,
is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of New Independent Registered
Public Accounting Firm.
On September 30, 2026, the Audit Committee approved
the engagement of WithumSmith+Brown, PC (“Withum”), as the Company’s new independent registered public accounting firm,
contingent upon Withum’s acceptance of the Company as a client, and recommended that the Board approve such engagement. On the same
date, the Board accepted the Audit Committee’s recommendation and approved the engagement of Withum, subject to the same condition.
On October 6, 2026, the Company engaged Withum as its independent registered public accounting firm for the fiscal year ending December
31, 2026.
During the Company’s two most recent fiscal
years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through October 6, 2026, neither the Company nor
anyone acting on its behalf consulted Withum regarding (i) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a
written report nor oral advice was provided to the Company that Withum concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v)
of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter
from CBIZ dated October 9, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURE
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Profusa, Inc.. |
| |
|
| Dated: October 9, 2026 |
By: |
/s/ Fred Knechtel |
| |
Name: |
Fred Knechtel |
| |
Title: |
Chief Financial Officer |
