Profusa (PFSA) consolidates shares in 1-for-4 reverse stock split effective Aug. 17, 2026
Rhea-AI Filing Summary
Profusa, Inc. approved and implemented a one-for-four (1:4) reverse stock split of its common stock. The reverse split becomes effective at 12:01 a.m. Eastern Time on August 17, 2026, after which the common stock will trade on The Nasdaq Capital Market on a post-split basis under ticker PFSA with a new CUSIP 74319X405.
At the effective time, every four issued and outstanding shares of common stock will be combined into one share, with the par value remaining $0.0001 per share. The number of shares outstanding will be reduced from 2,422,906 to approximately 605,726, while authorized common shares remain at 601 million. Proportionate adjustments will be made to outstanding equity awards and warrants, including exercise prices and shares reserved under the equity incentive plan.
No fractional shares will be issued; instead, each holder entitled to a fraction will receive cash based on the closing price on the effectiveness date. Profusa also provided illustrative pre- and post-split net loss per share and weighted average shares data for 2024–2026 reporting periods.
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8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
par value financial
equity incentive plan financial
CUSIP number financial
FAQ
What reverse stock split did Profusa (PFSA) approve and implement?
When does the Profusa (PFSA) reverse stock split take effect?
What happens to Profusa (PFSA) stock options, RSUs, and warrants after the reverse split?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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”) annual meeting of stockholders completed on June 23, 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-5 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 annual 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-four (1:4) 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 August 17, 2026 (the “Effective Time”), and the Company’s common stock will open for trading on The Nasdaq Capital Market on August 17, 2026 on a post-split basis, under the existing ticker symbol “PFSA” but with a new CUSIP number 74319X 405. The Amendment provides that, at the Effective Time, every four (4) 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 2,422,906 shares to approximately 605,726 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.
Item 8.01 Other Events
On August 13, 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-four (1:4) 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 set 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, 2025 and 2024, and the three months ended March 31, 2026 and 2025.
Dollars in thousands except share and per share data
| Pre-split(1) | Post-split | |||||||||||||||
Year ended December 31, | Year ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss | $ | (35,823 | ) | $ | (9,230 | ) | $ | (35,823 | ) | $ | (9,230 | ) | ||||
| Net loss per common share - basic and diluted | $ | (2,675.35 | ) | $ | (8,935.14 | ) | $ | (10,703.02 | ) | $ | (35,775.19 | ) | ||||
| Weighted average common shares outstanding - basic and diluted | 13,390 | 1,003 | 3,347 | 258 | ||||||||||||
| Pre-split(2) | Post-split | |||||||||||||||
| Three months ended March 31, | Three months ended March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | (3,456 | ) | $ | (2,716 | ) | $ | (3,456 | ) | $ | (2,716 | ) | ||||
| Net loss per common share - basic and diluted | $ | (51.18 | ) | $ | (2,629.24 | ) | $ | (204.73 | ) | $ | (10,527.13 | ) | ||||
| Weighted average common shares outstanding - basic and diluted | 67,524 | 1,033 | 16,881 | 258 | ||||||||||||
| (1) | The pre-split amounts represent amounts from the Company’s Annual Report on Form 10-K, Note 12 for the year ended December 31, 2025. |
| (2) | The pre-split amounts represent amounts from the Company’s Quarterly Report on Form 10-Q, Note 11 for the three months ended March 31, 2026. |
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 August 13, 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.
| August 13, 2026 | Profusa, Inc. | |
| By: | /s/ Jack Stover | |
| Name: | Jack Stover | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Profusa Announces 1-for-4 Reverse Stock Split
BERKELEY, California, Aug. 13, 2026 (GLOBE NEWSWIRE) -- Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a commercial stage digital health company pioneering a next-generation technology platform enabling the continuous monitoring of an individual’s biochemistry, today announced that it filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a one-for-four (1:4) reverse stock split of its common stock. The reverse stock split will take effect at 12:01 am (Eastern Time) on August 17, 2026, and the Company’s common stock will open for trading on The Nasdaq Capital Market on August 17, 2026 on a post-split basis, under the existing ticker symbol “PFSA” but with a new CUSIP number 74319X405.
As a result of the reverse stock split, every four (4) shares of the Company’s common stock issued and outstanding prior to the opening of trading on August 17, 2026, will be consolidated into one issued and outstanding share, with no change in the nominal par value per share of $0.0001. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder of record would become entitled to a fractional share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, each stockholder of record will be entitled to receive a cash payment in lieu of a fractional share.
As a result of the reverse stock split, the number of shares of common stock outstanding will be reduced from 2,422,906 shares to approximately 605,726 shares, and the number of authorized shares of common stock will remain at 601 million shares.
About Profusa
Based in Berkeley, California, Profusa is a digital health company developing a new generation of tissue-integrated sensors to detect and continuously transmit actionable, medical-grade data for personal and medical use. With its long-lasting, injectable and affordable biosensors and its intelligent data platform, Profusa aims to provide people with a personalized biochemical signature rooted in data that clinicians can trust and rely on.
“LUMEE”, “PROFUSA” and the PROFUSA logo are registered trademarks of Profusa Inc. in the United States, Canada, European Union, China, Japan, South Korea and Australia.
For more information, visit https://profusa.com.
Forward-Looking Statements
Certain statements in this press release (this “Press Release”) may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, without limitation, the timing and completion of the reverse split. Forward-looking statements generally relate to future events or future financial or operating performance of Profusa. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “propose,” “seek,” “should,” “strive,” “will,” or “would” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which may be beyond the control of Profusa and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Profusa and its management, are inherently uncertain. Profusa cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. There are risks and uncertainties described in the definitive proxy/final prospectus relating to the business combination, which has been filed with the SEC, and in other documents filed by Profusa from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Profusa cannot assure you that the forward-looking statements in this communication will prove to be accurate.
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