Profusa (PFSA) to implement 1-for-75 reverse stock split, cutting outstanding shares to about 1.2 million

Rhea-AI Filing Summary

Profusa, Inc. is implementing a one-for-seventy-five (1:75) reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on February 9, 2026. Every 75 issued and outstanding shares will be combined into one share, with the par value remaining $0.0001.

The company’s outstanding common stock will shrink from approximately 92.4 million shares to approximately 1.2 million shares, while authorized common shares will stay at 601 million. Outstanding equity awards and warrants will be proportionately adjusted, and stockholders will receive cash in lieu of fractional shares based on the Nasdaq closing price on the effective date.

Insights

Equity structure and corporate actions analyst

Profusa enacts a 1-for-75 reverse split, sharply cutting share count but not changing total equity value.

Profusa, Inc. is effecting a one-for-seventy-five reverse stock split that reduces outstanding common shares from about 92.4 million to about 1.2 million, while leaving 601 million authorized shares unchanged. Economic ownership percentages remain driven by proportional reductions in equity awards and warrants.

The filing describes standard mechanics: automatic share combination, proportional adjustments to stock options, restricted and performance stock units, and warrants, plus cash payments instead of issuing fractional shares based on the Nasdaq closing price on February 9, 2026. These steps primarily tidy the capital structure without adding new capital.

Because the reverse split is scheduled to become effective at 12:01 a.m. Eastern Time on February 9, 2026, with post-split trading beginning that day under ticker PFSA and a new CUSIP, subsequent disclosures may provide more context on how the new share count interacts with future financing or listing objectives.

false --12-31 0001859807 0001859807 2026-02-05 2026-02-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): February 5, 2026

PROFUSA, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41177		86-3437271
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File No.)		(I.R.S. Employer Identification No.)

626 Bancroft Way, Suite A

Berkeley, CA 94710

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (925) 997-6925

Not Applicable

(Former name or former address, if changed from 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 (see General Instruction A.2. below):

☐ 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-14(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 $.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 3.03. Material Modifications of Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Profusa, Inc. (the “Company”) special meeting of stockholders completed on January 27, 2026, the stockholders of the Company approved an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-30 to 1-for-200, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors, or any of its delegated authorized persons, prior to the two-year anniversary of the special meeting.

Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors authorized the Company’s Chief Executive Officer to determine the final text of the Amendment, including the reverse stock split ratio, and such other changes as may be required to effectuate the reverse stock split. Accordingly, the Company’s Chief Executive Officer approved a one-for-seventy-five (1:75) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on February 9, 2026 (the “Effective Time”), and the Company’s common stock will open for trading on The Nasdaq Capital Market on February 9, 2026 on a post-split basis, under the existing ticker symbol “PFSA” but with a new CUSIP number 74319X 207. The Amendment provides that, at the Effective Time, every seventy-five (75) shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share, which will remain $0.0001.

As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 92.4 million shares to approximately 1.2 million shares, and the number of authorized shares of common stock will remain at 601 million shares. As a result of the Reverse Stock Split, except as set forth below, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options, restricted stock unit awards, performance stock unit awards, and warrants, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock unit awards, performance stock unit awards, and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity incentive plan immediately prior to the Effective Time will be reduced proportionately.

No fractional shares will be issued as a result of the Reverse Stock Split, and instead, the Company will pay cash (without interest or deduction) equal to the fraction of one share to which each stockholder of record would otherwise be entitled, multiplied by the closing price of its common stock on Nasdaq on the date of effectiveness of the Reverse Stock Split. The share amounts set forth in the above paragraph do not take into account any shares which may be paid for in connection with the foregoing treatment of fractional shares.

The summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

1

Item 8.01 Other Events

On February 5, 2026, the Company issued a press release to announce that it filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to effect a one-for-seventy-five (1:75) reverse stock split of its common stock. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

The tables below sets forth the impact of the Reverse Stock Split on the Company’s net loss per common share - basic and diluted and weighted average common shares outstanding - basic and diluted, for the years ended December 31, 2024 and 2023, the three months ended March 31, 2025 and 2024, the three and six months ended June 30, 2025 and 2024, and the three and nine months ended September 30, 2025 and 2024.

		Dollars in thousands except share and per share data
		Pre-split(1)								Post-split
		Year ended December 31,								Year ended December 31,
		2024				2023				2024				2023
Net loss		$	(9,230	)		$	(10,281	)		$	(9,230	)		$	(10,281	)
Net loss per common share - basic and diluted		$	(4.76	)		$	(5.31	)		$	(357.13	)		$	(398.07	)
Weighted average common shares outstanding - basic and diluted			1,938,392				1,937,039				25,845				25,827

		Pre-split(2)								Post-split
		Three months ended March 31,								Three months ended March 31,
		2025				2024				2025				2024
Net loss		$	(2,716	)		$	(2,410	)		$	(2,716	)		$	(2,410	)
Net loss per common share - basic and diluted		$	(1.40	)		$	(1.24	)		$	(105.09	)		$	(93.25	)
Weighted average common shares outstanding - basic and diluted			1,938,392				1,938,392				25,845				25,845

		Pre-split(3)								Post-split
		Three months ended June 30,								Three months ended June 30,
		2025				2024				2025				2024
Net loss		$	(2,348	)		$	(2,071	)		$	(2,348	)		$	(2,071	)
Net loss per common share - basic and diluted		$	(1.21	)		$	(1.07	)		$	(90.85	)		$	(80.13	)
Weighted average common shares outstanding - basic and diluted			1,938,392				1,938,392				25,845				25,845

		Pre-split(3)								Post-split
		Six months ended June 30,								Six months ended June 30,
		2025				2024				2025				2024
Net loss		$	(5,064	)		$	(4,481	)		$	(5,064	)		$	(4,481	)
Net loss per common share - basic and diluted		$	(2.61	)		$	(2.31	)		$	(195.94	)		$	(173.38	)
Weighted average common shares outstanding - basic and diluted			1,938,392				1,938,392				25,845				25,845

		Pre-split(4)								Post-split
		Three months ended September 30,								Three months ended September 30,
		2025				2024				2025				2024
Net loss		$	(22,192	)		$	(2,497	)		$	(22,192	)		$	(2,497	)
Net loss per common share - basic and diluted		$	(0.70	)		$	(1.29	)		$	(52.45	)		$	(96.61	)
Weighted average common shares outstanding - basic and diluted			31,731,118				1,938,392				423,081				25,845

2

		Pre-split(4)								Post-split
		Nine months ended September 30,								Nine months ended September 30,
		2025				2024				2025				2024
Net loss		$	(27,256	)		$	(6,978	)		$	(27,256	)		$	(6,978	)
Net loss per common share - basic and diluted		$	(2.29	)		$	(3.60	)		$	(171.70	)		$	(269.99	)
Weighted average common shares outstanding - basic and diluted			11,905,811				1,938,392				158,744				25,845

(1)	The pre-split amounts represent amounts from the Company’s Annual report on Form 10-K, Note 2 for the year ended December 31, 2024.
(2)	The pre-split amounts represent amounts from the Company’s Quarterly report on Form 10-Q, Note 2 at March 31, 2025.
(3)	The pre-split amounts represent amounts from the Company’s Quarterly report on Form 10-Q, Note 2 at June 30, 2025.
(4)	The pre-split amounts represent amounts from the Company’s Quarterly report on Form 10-Q, Note 2 at September 30, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Profusa, Inc., filed with the Secretary of State of the State of Delaware.
99.1		Press Release dated February 5, 2026
104		Cover page Interactive Data File (embedded within the Inline XBRL document)

3

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.

February 5, 2026	Profusa, Inc.
	By:	/s/ Ben Hwang
	Name:	Ben Hwang
	Title:	Chief Executive Officer

4

FAQ

What reverse stock split did Profusa (PFSA) approve in this 8-K?

Profusa approved a one-for-seventy-five (1:75) reverse stock split of its common stock. Every 75 issued and outstanding shares will automatically combine into one share, with no change to the $0.0001 par value per share under the amended certificate of incorporation.

When will Profusa’s 1-for-75 reverse stock split become effective?

The reverse stock split will become effective at 12:01 a.m. Eastern Time on February 9, 2026. Profusa’s common stock will begin trading on a post-split basis on The Nasdaq Capital Market that same day, continuing under the ticker symbol PFSA with a new CUSIP number.

How will Profusa’s outstanding and authorized shares change after the reverse split?

Outstanding common shares will be reduced from approximately 92.4 million to approximately 1.2 million after the one-for-seventy-five reverse split. The number of authorized common shares will remain at 601 million, so only the issued and outstanding share count is affected by this action.

How does the reverse stock split affect Profusa stock options and other equity awards?

Profusa will make proportionate adjustments to all outstanding stock options, restricted stock units, performance stock units, and warrants. This means fewer shares will be issuable upon exercise or vesting, and option and warrant exercise prices will increase proportionally, preserving economic value under the equity incentive plan.

What happens to fractional Profusa shares created by the reverse split?

Profusa will not issue fractional shares in the reverse split. Instead, each stockholder of record entitled to a fractional share will receive a cash payment, without interest or deduction, equal to the fractional share multiplied by the closing price of the common stock on Nasdaq on the effective date.

How does the reverse split affect Profusa’s historical net loss per share figures?

The company provides tables showing pre-split and post-split net loss per common share and weighted average shares for various periods. For example, for 2024, net loss stays $9,230 thousand, but net loss per share changes from $(4.76) pre-split to $(357.13) post-split, reflecting the 1:75 share reduction.