Profusa (NASDAQ: PFSA) enacts 1-for-25 reverse stock split, cuts share count
Rhea-AI Filing Summary
Profusa, Inc. is implementing a one-for-twenty-five reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on July 7, 2026. Every 25 existing shares will be combined into 1 share, with the par value remaining $0.0001 per share.
After the split, outstanding common shares will shrink from approximately 13.2 million to about 530 thousand, while authorized shares stay at 601 million. The stock will begin trading on a post-split basis on Nasdaq under the same ticker, PFSA, but with a new CUSIP. Fractional share positions will be settled in cash based on the closing price on the effective date.
Profusa also recast prior-period figures to reflect the split. For example, for the year ended December 31, 2025, net loss remains $35.8 million, but loss per share increases mechanically from $107.01 to $2,675.35 because the share count is lower after the split.
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Insights
Profusa’s 1-for-25 reverse split is a structural move that mathematically concentrates shares without changing total losses.
The reverse stock split consolidates every 25 shares of Profusa common stock into 1 share, reducing outstanding shares from about 13.2 million to roughly 530 thousand while leaving 601 million authorized shares unchanged. This is a capital-structure adjustment, not a new financing.
The company provided split-adjusted historical data: for the year ended December 31, 2025, net loss stays at $35.823 million, but loss per share rises from $107.01 pre-split to $2,675.35 post-split because the denominator (share count) is smaller. The same pattern appears in the quarterly figures.
No fractional shares will exist after the effective time on July 7, 2026; instead, holders with fractional positions receive cash based on the Nasdaq closing price that day. Actual market impact will depend on how investors react once trading begins on a post-split basis.
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
emerging growth company regulatory
forward-looking statements regulatory
FAQ
What did Profusa (PFSA) announce in this 8-K filing?
What is the ratio and effective date of Profusa’s reverse stock split?
Will Profusa’s ticker or exchange change after the reverse split?
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-twenty-five (1:25) 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 July 7, 2026 (the “Effective Time”), and the Company’s common stock will open for trading on The Nasdaq Capital Market on July 7, 2026 on a post-split basis, under the existing ticker symbol “PFSA” but with a new CUSIP number 74319X 306. The Amendment provides that, at the Effective Time, every twenty-five (25) 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 13.2 million shares to approximately 530 thousand 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.
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Item 8.01 Other Events
On July 2, 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-twenty-five (1:25) 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 | $ | (107.01 | ) | $ | (357.14 | ) | $ | (2,675.35 | ) | $ | (8,935.14 | ) | ||||
| Weighted average common shares outstanding - basic and diluted | 334,762 | 25,844 | 13,390 | 1,033 | ||||||||||||
| 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 | $ | (2.05 | ) | $ | (105.09 | ) | $ | (51.18 | ) | $ | (2,629.24 | ) | ||||
| Weighted average common shares outstanding - basic and diluted | 1,688,107 | 25,844 | 67,524 | 1,033 | ||||||||||||
| (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 July 2, 2026 | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| July 6, 2026 | Profusa, Inc. | |
| By: | /s/ Ben Hwang | |
| Name: | Ben Hwang | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Profusa Announces 1-for-25 Reverse Stock Split
BERKELEY, California, July 02, 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-twenty-five (1:25) reverse stock split of its common stock. The reverse stock split will take effect at 12:01 am (Eastern Time) on July 7, 2026, and the Company’s common stock will open for trading on The Nasdaq Global Market on July 7, 2026 on a post-split basis, under the existing ticker symbol “PFSA” but with a new CUSIP number 74319X 306.
As a result of the reverse stock split, every twenty-five (25) shares of the Company’s common stock issued and outstanding prior to the opening of trading on July 7, 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 approximately 13.2 million shares to approximately 530 thousand 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 commercial stage digital health company led by visionary scientific founders, an experienced management team and a world-class board of directors in the development of 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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