Profusa, Inc. 8-K

What Happened

• Profusa, Inc. (PFSA) filed an 8-K (Item 5.07) reporting that at a Special Meeting of Stockholders on January 27, 2026, shareholders approved an amendment to the company’s certificate of incorporation allowing the Board to implement one or more reverse stock splits of the common stock at ratios from 1-for-30 to 1-for-200, at the Board’s discretion, at any time on or before January 27, 2028 (aggregate effect not to exceed 1-for-200).
• The meeting was held virtually; the record date was December 23, 2025, there were 86,414,296 shares outstanding on that date, and 36,835,574 shares were represented (quorum). The reverse-split proposal passed 30,784,698 FOR, 6,025,262 AGAINST, 25,614 ABSTAIN. No other substantive corporate actions were taken.

Key Details

• Special Meeting date: January 27, 2026; Record Date: December 23, 2025; Shares outstanding on Record Date: 86,414,296.
• Reverse-split proposal vote: 30,784,698 FOR / 6,025,262 AGAINST / 25,614 ABSTAIN.
• Auditor ratification: Stockholders ratified CBIZ CPAs P.C. as independent registered public accounting firm for year ending Dec 31, 2025 (35,630,736 FOR / 723,688 AGAINST / 481,150 ABSTAIN).
• Shareholders also authorized the ability to adjourn the meeting to solicit additional proxies if needed (32,090,853 FOR / 4,109,480 AGAINST / 635,241 ABSTAIN).

Why It Matters

• The approved charter amendment gives the Board flexibility to reduce the number of outstanding shares and increase the per‑share price through reverse stock splits (within the 1-for-30 to 1-for-200 range) without further shareholder approval.
• A reverse split is a structural change to share count and per‑share price only; it does not by itself change the company’s cash, assets, or overall equity value. Investors should watch for any future Board action implementing a split and any related disclosures (timing, ratio chosen, and effect on shares outstanding).