Profusa, Inc. 8-K

What Happened

• Profusa, Inc. filed an 8-K and a Certificate of Amendment to effect a one-for-seventy-five (1:75) reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on February 9, 2026. The company’s stockholders had previously approved an amendment allowing a reverse split ratio between 1-for-30 and 1-for-200 at a special meeting on January 27, 2026, and the board/CEO selected 1:75. The common stock will continue to trade on The Nasdaq Capital Market under the existing ticker “PFSA” with a new CUSIP 74319X207.
• The reverse split will reduce issued and outstanding shares from approximately 92.4 million to approximately 1.2 million shares; the number of authorized common shares remains 601 million. No change in par value ($0.0001) will occur. The company issued a press release on February 5, 2026 announcing the filing.

Key Details

• Reverse split ratio and timing: 1-for-75, effective 12:01 a.m. ET on Feb 9, 2026; board/CEO had authority to finalize ratio after stockholder approval (allowed range 1:30 to 1:200).
• Outstanding shares: reduced from ~92.4M to ~1.2M; authorized shares remain 601M; ticker remains PFSA, new CUSIP 74319X207.
• Equity awards and warrants: per-share exercise prices and/or number of shares issuable under outstanding stock options, RSUs, PSUs and warrants will be adjusted proportionally; the equity incentive plan reserve will be reduced proportionately.
• Fractional shares: no fractional shares will be issued—holders entitled to fractions will receive a cash payment (without interest) equal to the fractional share times the Nasdaq closing price on the effective date.

Why It Matters

• The reverse split does not change the company’s total equity value but materially reduces the share count and increases per-share metrics. The company provided restated per-share historical figures to reflect the split (for example, net loss for year ended Dec 31, 2024 remained ~$9.23M, while net loss per share changed from $(4.76) pre-split to $(357.13) post-split; weighted average shares outstanding changed from 1,938,392 to 25,845 in that presentation).
• Investors should note the new CUSIP, the cash-out procedure for fractional shares, and that option/warrant exercise prices and award share counts will be adjusted proportionally. Historical per-share comparatives and EPS will be different on a post-split basis—check company filings and brokerage statements for updated share counts before trading.