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  4. [8-K] Profusa, Inc. Reports Material Event

Profusa (NASDAQ: PFSA) completes reverse split and reshapes debt for possible G3 lab acquisition

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Profusa, Inc. (PFSA) reported progress on its capital structure and its previously signed Option Agreement to acquire G3 Vision Labs, Inc. Debt and liability holders executed $10.7 million of Series A Convertible Exchange Agreements, with $4.57 million converted into Series A Convertible Preferred Stock, and the company states it has sufficient working capital to fund near‑term operations.

Profusa expects PCAOB‑audited 2024 and 2025 financial statements for G3 and its subsidiaries by mid‑September, a key condition to potentially exercising the option to acquire G3 and operate as a public diagnostics company with national CLIA‑certified laboratories and recurring revenues. Profusa also completed a reverse stock split and released its financial results for the quarter ended June 30, 2026.

Positive

  • None.

Negative

  • None.

Filing Explained

Against the release’s statement that sufficient working capital was obtained for near-term operations, June 30, 2026 cash of $719,000 and quarterly operating cash use of $2.632 million equal 24.6 days of the last reported operating cash use.

Sources and calculations
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $719,000 / ($2,632,000 / 90) = [object Object]
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series A Convertible Exchange Agreements $10.7 million Debt and liabilities holders executed $10.7 million of Series A Convertible Exchange Agreements
Converted to Series A Convertible Preferred Stock $4.57 million $4.57 million of the $10.7 million in exchange agreements converted into Series A Convertible Preferred Stock
Financial results period Quarter ended June 30, 2026 Profusa announced financial results for the quarter ended June 30, 2026
Audited periods for G3 2024 and 2025 PCAOB audited 2024 and 2025 financials of G3 and subsidiaries are expected by mid-September
Reverse stock split date August 20, 2026 Reverse stock split successfully executed on August 20, 2026
Press release date August 20, 2026 Profusa issued the press release announcing these updates on August 20, 2026
Series A Convertible Preferred Stock financial
"was converted into Series A Convertible Preferred Stock"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Option Agreement financial
"previously announced the signing of an Option Agreement"
An option agreement is a contract that gives one party the right, but not the obligation, to buy or sell a specific asset (like company shares or property) at a pre-agreed price within a set time period. Think of it like a reservation or ticket that holds a purchase at today’s terms for later — it matters to investors because it can create potential future value or liability, change ownership stakes, and affect share dilution and company control.
CLIA-certified medical
"operate as a public diagnostics company with national CLIA-certified laboratories"
CLIA-certified means a laboratory has passed U.S. federal standards for performing tests on human samples, showing its results are accurate, reliable and timely. For investors this matters because certification is often required to sell clinical test services, bill insurers, win hospital or physician partnerships and avoid regulatory penalties — much like a restaurant passing a health inspection or a car getting a safety sticker before it can be sold.
PCAOB regulatory
"PCAOB audited 2024 and 2025 financials of G3 and Subsidiaries"
The PCAOB (Public Company Accounting Oversight Board) is an independent regulator that inspects and enforces rules for the auditors who check public companies’ financial statements. Think of it as a referee for accountants: it sets standards, reviews audit work, and can punish sloppy or dishonest audits. That matters to investors because trustworthy, well-audited financial reports reduce the risk of surprises and help people make better decisions about buying, holding, or selling stocks.
reverse stock split financial
"Reverse stock split successfully executed"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
forward-looking statements regulatory
"Certain statements in this press release may be considered “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Offering Type other

FAQ

What capital restructuring did Profusa (PFSA) announce in this 8-K?
Profusa reported that debt and liabilities holders executed $10.7 million of Series A Convertible Exchange Agreements, of which $4.57 million was converted into Series A Convertible Preferred Stock. The company also indicated it has sufficient working capital to fund operations for the near term.

What is the status of Profusa’s option to acquire G3 Vision Labs?
Profusa highlighted progress toward satisfying conditions under its Option Agreement to acquire G3 Vision Labs, Inc.. The combined business, if the option is exercised, is expected to operate as a public diagnostics company with CLIA‑certified laboratories and recurring revenues from healthcare providers.

When are the audited G3 financial statements expected, according to Profusa (PFSA)?
Profusa stated that PCAOB‑audited 2024 and 2025 financial statements for G3 and its subsidiaries are expected by mid‑September. These audits are an important condition related to the potential exercise of the option to acquire G3 under the existing agreement.

Did Profusa (PFSA) complete a reverse stock split?
Yes. Profusa disclosed that a reverse stock split was successfully executed on August 20, 2026. This corporate action typically reduces the number of outstanding shares and increases the share price proportionally, while leaving the company’s overall market value unchanged.

What financial period’s results did Profusa (PFSA) release with this 8-K?
Profusa announced financial results for the quarter ended June 30, 2026. These results were provided in a press release furnished as an exhibit, alongside updates on the G3 Option Agreement and recent capital structure transactions, including preferred stock exchanges.

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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): August 20, 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) (Zip Code)

 

(925) 997-6925

(Registrant’s telephone number, including area code)

 

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 (§17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§17 CFR 240.12b-2).

 

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 2.02. Results of Operations and Financial Condition

 

On August 20, 2026, Profusa, Inc. (the “Registrant”) issued a press release announcing certain financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibits.

 

Exhibit No.   Description
99.1   Press Release
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

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.

 

Date: August 20, 2026

 

PROFUSA, INC.  
   
By: /s/ Fred Knechtel  
  Name:  Fred Knechtel  
  Title: Chief Financial Officer  

 

 

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Exhibit 99.1

 

Profusa Announces Q2 2026 Financial Results and Progress on the Option Agreement Conditions to Close with G3 Vision Labs, a Commercial Stage Diagnostics Company

 

Debt and liabilities holders have executed $10.7 million of Series A Convertible Exchange Agreements; of which $4.57 million was converted into Series A Convertible Preferred Stock

 

Sufficient working capital obtained to fund operations for near term

 

PCAOB audited 2024 and 2025 financials of G3 and Subsidiaries are expected by mid-September

 

Reverse stock split successfully executed

 

August 20, 2026

 

BERKELEY, Calif., Aug. 20, 2026 (GLOBE NEWSWIRE) -- Profusa, Inc. (Nasdaq: PFSA), a digital health company pioneering next-generation biosensor technologies, previously announced the signing of an Option Agreement (the “Agreement”) which provides Profusa the right and option, but not the obligation, subject to satisfaction of certain conditions, to acquire G3 Vision Labs, Inc. and its subsidiaries (“G3"). Upon option exercising, the combined company is expected to operate as a public diagnostics company with national CLIA-certified laboratories, recurring revenues from a diversified base of providers serving addiction treatment, pain management, and behavioral health.

 

Operations Update:

 

Progress towards satisfaction of the conditions to close the Option Agreement include the following:

 

●The impact of the Profusa 4:1 reverse stock split that was effective August 18, 2026, and executing the Option Agreement have been supportive of meeting Nasdaq’s minimum listing requirements. Stockholders’ equity as of July 31, 2026 is expected to be $28.4 million.

 

 

 

 

●Profusa’s Certificate of Designation for its Non-Voting Series A Convertible Preferred Stock (“the Preferred Stock”) is now in effect.

 

●Anticipated exchanges of debt and liabilities for equity are in process and to date, debt and liabilities holders have executed $10.7 million of Series A Convertible Exchange Agreements, of which $4,570,298 was exchanged for 4,271.298 shares of Series A Convertible Preferred Stock.

 

●Profusa borrowed $650,000 under its current note agreement to fund near-term working capital needs.

 

●G3 auditors have confirmed they are finalizing the audits of the 2024 and 2025 financial statements and expect to issue the audited financial statements of most of the business entities by the end of August and the entire business by mid-September.

 

Financial Results for the Quarter

 

●Cash on hand at June 30, 2026 was $719,000.

 

●Total assets were $1.0 million.

 

●Current liabilities and total liabilities were $28.2 million.

 

●Total stockholders’ deficit was $(27.1) million at June 30, 2026; Stockholders’ equity as of July 31, 2026 is expected to be $28.4 million as a result of executing the Option Agreement.

 

●Net loss for the three months ended June 30, 2026 and 2025 was $(8.8) million and $(2.3) million, respectively.

 

●Net loss for the six months ended June 30, 2026 and 2025 was $(12.2) million and $(5.1) million, respectively.

 

“I am very pleased with the timely progress we are making and support we are receiving towards executing the Option to acquire G3,” stated Executive Chairman and CEO, Jack Stover.

 

Additional details regarding the Agreement, the Consideration and the Preferred Stock are set forth in the Current Report on Form 8-K that Profusa filed with the SEC in connection with this announcement on July 31, 2026. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

 

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About Profusa

 

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 intelligent data platform, Profusa aims to provide people with a personalized biochemical signature rooted in data that clinicians can trust and rely on. For more information, please visit www.profusa.com.

 

“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.

 

About G3

 

G3 provides laboratory testing solutions, clinical insight, and reporting tools that help healthcare teams make informed treatment decisions, streamline workflows, and improve patient outcomes. Its CLIA-certified and CAP/CLIA accredited national medical laboratories provide molecular diagnostic tests for infectious disease and urine and blood clinical toxicology testing, with a client base serving addiction treatment, pain management, and behavioral health providers across the country.

 

Special Note Regarding Forward-Looking Statements

 

Certain statements in 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 generally relate to future events or future financial or operating performance of Profusa, including statements regarding the transaction, and the conditions to the exercise of the option under the Agreement, Profusa’s strategic plans, the proposed business combination with G3, the operating results of G3 and its subsidiaries, the terms and amounts of the financing to be obtained in connection with the business combination. 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, including, without limitation, risks related to Profusa’s ability to satisfy the conditions of the Agreement and to integrate G3 and its subsidiaries into Profusa’s business, the risk that customer demand may be less than expected, the risks in the business combination that would result from the option exercise, as well as the risks in complying with the representations, warranties and covenants set forth in the Agreement, and risks related to the completion and terms of the contemplated financings, the risk that Profusa does not receive the Stockholder Approval, the dilutive effect on existing stockholders of the issuance of shares of common stock and Preferred Stock as consideration for the Agreement and, if the option is exercised, upon conversion of the Preferred Stock, and the risk that G3’s indebtedness is not refinanced, repaid or otherwise satisfied on acceptable terms or at all. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Profusa and its management, are inherently uncertain. There are risks and uncertainties described more fully in Profusa’s public filings from time to time with the U.S. Securities and Exchange Commission (the “SEC”), including its most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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.

 

Investor and Media Contact
info@coreir.com
212-655-0924
# # #

 

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Source: View Original Filing on SEC EDGAR

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