Profusa, Inc. 8-K

What Happened

• Profusa, Inc. (PFSA) filed an 8-K disclosing results of its virtual Special Meeting of Stockholders held June 23, 2026 (record date May 12, 2026). There were 4,660,268 shares outstanding at the record date and 1,816,505 shares were represented at the meeting, constituting a quorum.
• Stockholders elected Lauren Chung as a Class I director and approved an amendment to the Certificate of Incorporation allowing the board, at its discretion, to effect one or more reverse stock splits of common stock at ratios between 1‑for‑5 and 1‑for‑200 (aggregate not to exceed 1‑for‑200) through June 23, 2028.

Key Details

• Director election: Lauren Chung elected — FOR 631,502; WITHHELD 132,479; BROKER NON‑VOTES 1,052,524.
• Reverse split amendment approved — FOR 1,338,997; AGAINST 459,350; ABSTAIN 18,158. Board can choose exact ratio (1‑for‑5 to 1‑for‑200) without further stockholder approval.
• Approved issuance-related votes tied to transactions and Nasdaq rules:
  • Approval to issue newly created convertible preferred stock and common upon conversion to Bio Insights LLC (asset acquisition): FOR 592,053; AGAINST 166,040; ABSTAIN 5,888; BROKER NON‑VOTES 1,052,524.
  • Approval to permit potential issuance in excess of 19.99% upon conversion of a promissory note to NorthView Sponsor I LLC: FOR 560,833; AGAINST 196,371; ABSTAIN 6,777; BROKER NON‑VOTES 1,052,524.
• Equity plan increase approved: 2025 Equity and Incentive Plan shares to increase from 100,386 to 795,930 (increase of 695,544), representing 15% of outstanding shares (calculated on 4,510,268 shares as of May 7, 2026, after giving effect to the reverse split); vote FOR 530,693; AGAINST 228,370; ABSTAIN 4,918; BROKER NON‑VOTES 1,052,524.
• Adjournment authorization vote (to solicit additional proxies if needed): FOR 1,315,372; AGAINST 486,390; ABSTAIN 14,743. No other actions were taken.

Why It Matters

• The reverse split authorization gives the board flexibility to consolidate shares (up to 1‑for‑200) through June 23, 2028; such action could affect share count, stock price per share, and market metrics if executed.
• Stockholder approvals related to convertible preferred stock and potential >19.99% issuances are procedural approvals tied to an asset acquisition and a note conversion; these votes clear Nasdaq rule hurdles but may lead to share issuance and dilution if conversions occur.
• The substantial increase in the equity incentive pool (to 795,930 shares / ~15%) expands shares available for compensation and awards, which can dilute existing holders when awards are granted.
• Note: significant broker non‑votes (about 1.05M shares) were recorded on multiple proposals and appear in the vote totals; these reflect shares held by brokers that did not vote on certain matters.