Profusa holders OK broad reverse stock split authority

Profusa, Inc. held a special stockholder meeting where investors approved a major flexibility tool for its share structure.

Rhea-AI Filing Summary

Profusa, Inc. held a special stockholder meeting where investors approved a major flexibility tool for its share structure. Stockholders authorized an amendment to the certificate of incorporation allowing the board, at its discretion, to implement one or more reverse stock splits of the common stock at ratios between 1-for-30 and 1-for-200 at any time on or before January 27, 2028, with all splits in total not exceeding 1-for-200.

At the record date there were 86,414,296 common shares outstanding, and 36,835,574 shares were represented, providing a quorum. The reverse stock split proposal passed with 30,784,698 votes in favor, 6,025,262 against, and 25,614 abstentions. Stockholders also ratified the appointment of CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2025, and approved the ability to adjourn the meeting if additional proxies were needed. No other actions were taken.

Insights

Corporate actions & governance analyst

Profusa gains broad authority for a sizable reverse stock split through 2028.

Stockholders approved a flexible reverse stock split authority, with ratios from 1-for-30 up to an aggregate 1-for-200, usable at the board’s discretion through January 27, 2028. This does not itself change the share count yet, but it permits significant future consolidation.

The high level of support (over 30 million votes for, versus about 6 million against) suggests broad stockholder backing for giving the board this tool. Ratification of CBIZ CPAs P.C. as auditor for the year ending December 31, 2025, and approval of adjournment authority are standard governance items and do not materially alter the business outlook.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split authority did Profusa (PFSA) stockholders approve?

Stockholders authorized Profusa’s board to implement one or more reverse stock splits of its common stock at ratios between 1-for-30 and 1-for-200, any time on or before January 27, 2028, with total splits not exceeding an aggregate 1-for-200 ratio.

How many Profusa (PFSA) shares were outstanding and represented at the special meeting?

Profusa had 86,414,296 common shares outstanding as of the December 23, 2025 record date. At the special meeting, holders of 36,835,574 shares were present in person or by proxy, which constituted a quorum for conducting business and voting on the proposals.

What were the voting results on Profusa’s reverse stock split proposal?

The reverse stock split authorization passed with strong support: 30,784,698 votes were cast in favor, 6,025,262 votes were against, and 25,614 shares abstained. This approval gives the board wide discretion to adjust the share structure within the approved ratio range.

Which auditor did Profusa (PFSA) stockholders ratify for the 2025 fiscal year?

Stockholders ratified CBIZ CPAs P.C. as Profusa’s independent registered public accounting firm for the year ending December 31, 2025. The vote totals were 35,630,736 shares for, 723,688 against, and 481,150 abstaining, indicating broad support for continuing with this audit firm.

Did Profusa stockholders approve the ability to adjourn the special meeting?

Yes. Stockholders approved a proposal authorizing adjournment or adjournments of the special meeting to solicit additional proxies if needed. The vote was 32,090,853 shares for, 4,109,480 against, and 635,241 abstentions, supporting flexibility in completing the voting process if necessary.

Were any other actions taken at Profusa’s January 27, 2026 special meeting?

No. Beyond approving reverse stock split authority, ratifying CBIZ CPAs P.C. as auditor for 2025, and authorizing potential adjournments, no additional actions were taken at the special meeting. The disclosed agenda was limited to these three proposals only.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/02/2026 - 04:30 PM Learn about SEC filing dates

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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): January 27, 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 5.07 Submission of Matters to a Vote of Security Holders. 

On January 27, 2026, the Company held a Special Meeting of Stockholders (the “Meeting”), which was convened virtually at www.virtualshareholdermeeting.com/PFSA2026SM, pursuant to notice duly given. Definitive proxy materials relating to the Meeting were filed with the Securities and Exchange Commission on January 2, 2026, and were transmitted to all stockholders that held of record as of December 23, 2025 (the “Record Date”). As of the close of business on the Record Date, there were 86,414,296 shares of the Company's common stock outstanding, each share being entitled to one vote. At the Meeting, the holders of 36,835,574 shares of the Company's common stock were represented in person or by proxy, constituting a quorum.

The stockholders were asked to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to, at the discretion of our Board of Directors, effect one or more reverse stock splits over the course of the next two years with respect to our issued and outstanding common stock, par value $0.0001 per share, including any common stock held by the Company as treasury shares, at any time prior to or on January 27, 2028, at a ratio of 1-for-30 to 1-for-200, provided that the aggregate splits will not exceed a ratio of 1-for-200, with the ratio within such range to be determined at the discretion of our Board of Directors (or any of its delegated authorized persons) without further approval or authorization of our stockholders. The vote was as follows:

FOR		AGAINST		ABSTAIN
30,784,698		6,025,262		25,614

The stockholders were also asked to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The vote was as follows:

FOR		AGAINST		ABSTAIN
35,630,736		723,688		481,150

The stockholders were also asked to authorize an adjournment or adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the first two proposals. The vote was as follows:

FOR		AGAINST		ABSTAIN
32,090,853		4,109,480		635,241

No other actions were taken at the meeting.

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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: February 2, 2026	Profusa, Inc.
	By:	/s/ Ben Hwang
	Name:	Ben Hwang
	Title:	Chief Executive Officer

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