Profusa holders OK reverse split and new share issuances

Profusa, Inc. reported the results of a special stockholder meeting held on June 23, 2026.

Rhea-AI Filing Summary

Profusa, Inc. reported the results of a special stockholder meeting held on June 23, 2026. Stockholders elected Lauren Chung as a Class I director to serve until the 2029 annual meeting. A quorum was present, with 1,816,505 of 4,660,268 eligible common shares represented.

Stockholders approved an amendment allowing the board to implement one or more reverse stock splits over the next two years at ratios between 1-for-5 and up to an aggregate 1-for-200, any time on or before June 23, 2028. They also approved issuing a new series of convertible preferred stock, and the related common shares upon conversion, to Bio Insights LLC as consideration for acquiring PanOmics Assay assets.

In addition, stockholders approved the potential issuance of more than 19.99% of outstanding common shares upon conversion of a promissory note held by NorthView Sponsor I LLC. They also increased the 2025 Equity and Incentive Plan share reserve from 100,386 to 795,930 shares, representing 15% of 4,510,268 common shares outstanding as of May 7, 2026, after giving effect to the reverse stock split.

Positive

• None.

Negative

• Significant potential dilution and share structure changes authorized: Stockholders approved a reverse stock split range up to an aggregate 1-for-200, a potential issuance above 19.99% of outstanding common shares upon note conversion, and an increase in the equity plan pool to 15% of shares outstanding.

Insights

Equity capital structure analyst

Profusa shareholders approved several measures enabling substantial future share structure changes.

The meeting outcomes give Profusa broad flexibility to reshape its equity. The approved reverse stock split authorization, ranging from 1-for-5 up to an aggregate 1-for-200 by June 23, 2028, can significantly change the share count and trading price mechanics.

Approvals under Nasdaq Listing Rule 5635 permit issuing convertible preferred stock for the PanOmics Assay asset acquisition and a potential issuance above 19.99% of outstanding common shares upon note conversion. The 2025 Equity and Incentive Plan increase to 795,930 shares, or 15% of 4,510,268 shares as of May 7, 2026, further expands equity-based compensation capacity.

These actions collectively authorize notable future issuance capacity and capital structure optionality. Actual impact will depend on if and how the board implements the reverse split, completes the preferred stock issuance, and whether the promissory note is converted into common equity.

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.

Key Figures

Shares outstanding record date: 4,660,268 shares Shares represented at meeting: 1,816,505 shares Reverse split range: 1-for-5 to 1-for-200 +5 more

8 metrics

Shares outstanding record date 4,660,268 shares Common stock outstanding as of May 12, 2026 record date

Shares represented at meeting 1,816,505 shares Common shares present in person or by proxy, constituting a quorum

Reverse split range 1-for-5 to 1-for-200 Authorized reverse stock split ratios through June 23, 2028

Equity plan original reserve 100,386 shares 2025 Equity and Incentive Plan share pool before amendment

Equity plan new reserve 795,930 shares Plan pool after amendment, equal to 15% of outstanding shares

Equity plan increase 695,544 shares Incremental shares added to 2025 Equity and Incentive Plan

Outstanding shares basis 4,510,268 shares Common shares outstanding as of May 7, 2026 after reverse split

Threshold under Nasdaq Rule 5635(d) 19.99% of outstanding shares Potential issuance limit exceeded upon note conversion

Key Terms

reverse stock splits, Nasdaq Listing Rules 5635(a) and 5635(d), convertible preferred stock, PanOmics Assay, +2 more

6 terms

reverse stock splits financial

"effect one or more reverse stock splits over the course of the next two years"

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

Nasdaq Listing Rules 5635(a) and 5635(d) regulatory

"approve, for purposes of Nasdaq Listing Rules 5635(a) and 5635(d), the issuance"

convertible preferred stock financial

"issuance by the Company of shares of a newly created series of convertible preferred stock"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

PanOmics Assay technical

"acquisition of certain assets relating to the PanOmics Assay pursuant to that certain Asset Purchase Agreement"

Equity and Incentive Plan financial

"amendment to the Company’s 2025 Equity and Incentive Plan (the “Plan”)"

promissory note financial

"conversion of that certain promissory note issued by the Company to NorthView Sponsor I LLC"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

FAQ

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

What did Profusa (PFSA) stockholders decide at the June 23, 2026 special meeting?

Profusa stockholders approved multiple key proposals, including electing Lauren Chung as a Class I director, authorizing a wide reverse stock split range, approving share issuances tied to an asset acquisition and a promissory note, and substantially increasing the 2025 Equity and Incentive Plan share pool.

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

Stockholders approved broad reverse split authority, allowing Profusa’s board to implement one or more reverse stock splits of common stock between 1-for-5 and an aggregate 1-for-200 at any time on or before June 23, 2028, at the board’s discretion without further stockholder approval.

How did Profusa (PFSA) change its 2025 Equity and Incentive Plan?

The share reserve under the 2025 Equity and Incentive Plan was significantly increased from 100,386 to 795,930 shares, an increase of 695,544 shares, so that the pool represents 15% of Profusa’s 4,510,268 outstanding common shares as of May 7, 2026, after the reverse split.

What Nasdaq Listing Rule 5635 approvals did Profusa (PFSA) obtain?

Profusa gained stockholder approval under Nasdaq Listing Rules 5635(a) and 5635(d) for issuing a new series of convertible preferred stock and related common shares for the PanOmics Assay asset acquisition, and for a potential issuance exceeding 19.99% of outstanding common shares upon conversion of a promissory note.

What is the potential 19.99% issuance mentioned in Profusa’s (PFSA) filing?

Stockholders approved a potential issuance above 19.99% of outstanding common shares upon conversion of a promissory note held by NorthView Sponsor I LLC, as modified and amended. This approval satisfies Nasdaq Listing Rule 5635(d) requirements for larger equity issuances tied to that note.

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

There were 4,660,268 common shares outstanding on the record date, each entitled to one vote. At the special meeting, holders of 1,816,505 shares were represented in person or by proxy, which constituted a quorum allowing the company to conduct official business.

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

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Accepted by SEC EDGAR 06/23/2026 - 01:00 PM EDT 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): June 23, 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 June 23, 2026, the Company held a Special Meeting of Stockholders (the “Meeting”), which was convened virtually at www.virtualshareholdermeeting.com/PFSA2026, pursuant to notice duly given. Definitive proxy materials relating to the Meeting were filed with the Securities and Exchange Commission on May 26, 2026, and were transmitted to all stockholders that held of record as of May 12, 2026 (the “Record Date”). As of the close of business on the Record Date, there were 4,660,268 shares of the Company's common stock outstanding, each share being entitled to one vote. At the Meeting, the holders of 1,816,505 shares of the Company's common stock were represented in person or by proxy, constituting a quorum.

The stockholders voted to elect Lauren Chung as a Class I director, to hold office until the Company’s 2029 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation or removal. The vote was as follows:

FOR		AGAINST		WITHHELD		BROKER NON-VOTES
631,502		0		132,479		1,052,524

The stockholders were also asked to approve an amendment to the Company’s Certificate of Incorporation, as amended, to, at the discretion of the Company’s Board of Directors, effect one or more reverse stock splits over the course of the next two years of our common stock at a ratio of between 1-for-5 to 1-for-200, provided that the aggregate splits will not exceed a ratio of 1-for-200, including any shares held by the Company as treasury shares, at any time prior to or on June 23, 2028, with the exact ratio within such range to be determined at the discretion of our Board of Directors (or any of its delegated authorized persons) at its or their discretion without further approval or authorization of the Company’s stockholders. The vote was as follows:

FOR		AGAINST		ABSTAIN
1,338,997		459,350		18,158

The stockholders were also asked to approve, for purposes of Nasdaq Listing Rules 5635(a) and 5635(d), the issuance by the Company of shares of a newly created series of convertible preferred stock (the “Preferred Stock”) and the shares of common stock issuable upon conversion of the Preferred Stock to Bio Insights LLC as consideration for the Company’s acquisition of certain assets relating to the PanOmics Assay pursuant to that certain Asset Purchase Agreement, dated as of April 21, 2026, by and between the Company and Bio Insights LLC. The vote was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
592,053		166,040		5,888		1,052,524

The stockholders were also asked to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(d), the potential issuance in excess of 19.99% of our outstanding shares of common stock upon the conversion of that certain promissory note issued by the Company to NorthView Sponsor I LLC, as modified pursuant to the Note Modification and Conversion Agreement, dated as of April 24, 2026, by and between the Company and NorthView Sponsor I LLC, as amended by Amendment No. 1 thereto, dated as of April 29, 2026. The vote was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
560,833		196,371		6,777		1,052,524

The stockholders were also asked to approve an amendment to the Company’s 2025 Equity and Incentive Plan (the “Plan”) to increase the number of shares of the Company’s common stock that are available to be issued pursuant to the Plan from 100,386 to 795,930 shares, an increase of 695,544 shares (such that the pool of shares available under the Plan will represent 15% of the Company’s outstanding shares of common stock, calculated based on 4,510,268 shares of common stock outstanding as of May 7, 2026) (after giving effect to the reverse stock split). The vote was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
530,693		228,370		4,918		1,052,524

The stockholders were also asked to authorize an adjournment or adjournments of the 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
1,315,372		486,390		14,743

No other actions were taken at the meeting.

1

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: June 23, 2026	Profusa, Inc.
	By:	/s/ Ben Hwang
	Name:	Ben Hwang
	Title:	Chief Executive Officer

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