Profusa holders OK reverse split up to 1‑for‑12
Rhea-AI Filing Summary
Profusa, Inc. (PFSA) reports that stockholders approved an amendment to its Amended and Restated Certificate of Incorporation authorizing the board to implement, at its discretion, one or more reverse stock splits of the company’s common stock over the next two years, at ratios ranging from 1-for-2 to 1-for-12, with aggregate splits not exceeding 1-for-12. As of the August 19, 2026 record date, 605,647 common shares were outstanding, and a quorum of 287,890 shares was represented at the special meeting. Stockholders also approved the proposal allowing adjournment of the meeting if additional proxies are needed, but no other actions were taken and no specific reverse split ratio or effective date has yet been set.
Positive
- None.
Negative
- None.
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 on record date: 605,647 shares
Shares represented at meeting (quorum): 287,890 shares
Reverse stock split ratio range: 1-for-2 to 1-for-12
+4 more
7 metrics
Shares outstanding on record date
605,647 shares
Common stock outstanding as of August 19, 2026 record date
Shares represented at meeting (quorum)
287,890 shares
Common shares represented in person or by proxy at the special meeting
Reverse stock split ratio range
1-for-2 to 1-for-12
Authorized range for one or more reverse stock splits over next two years
Aggregate maximum reverse split
1-for-12
Aggregate effect of all reverse stock splits may not exceed 1-for-12
Votes FOR reverse split proposal
262,920 votes
Stockholder vote on Reverse Stock Split Proposal
Votes AGAINST reverse split proposal
17,360 votes
Stockholder vote on Reverse Stock Split Proposal
Votes FOR adjournment proposal
264,664 votes
Stockholder vote on adjournment authority related to reverse split
Key Terms
reverse stock splits, Amended and Restated Certificate of Incorporation, quorum, broker non-votes
4 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.
Amended and Restated Certificate of Incorporation regulatory
"approve an amendment to the Company’s Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
quorum regulatory
"287,890 shares of the Company’s common stock were represented ... constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non-votes financial
"FOR AGAINST ABSTAIN BROKER NON-VOTES 262,920 17,360 7,610 0"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What reverse stock split authority did Profusa, Inc. (PFSA) stockholders approve?
Stockholders approved an amendment authorizing the board to effect one or more reverse stock splits of Profusa’s common stock over the next two years, at ratios from 1-for-2 to 1-for-12, provided that the aggregate splits will not exceed a 1-for-12 ratio.
Has Profusa (PFSA) set a specific reverse stock split ratio or date?
No. The approval grants the board discretion to choose the exact ratio within the 1-for-2 to 1-for-12 range and timing over the next two years. The filing does not state a selected ratio or an effective date for any reverse stock split.
What was the vote on the adjournment proposal for Profusa (PFSA)?
Stockholders approved the adjournment proposal with 264,664 votes FOR, 15,328 AGAINST, and 7,898 ABSTAIN, and no broker non-votes. This allows adjournment to solicit additional proxies if needed for the reverse split proposal.
What quorum was present at Profusa’s September 18, 2026 special meeting?
Holders of 287,890 shares of Profusa’s common stock were represented in person or by proxy at the special meeting, which the company states constituted a quorum for conducting the stockholder business described.
AI-generated analysis. How Rhea-AI works. Not financial advice.
