Profusa, Inc. 8-K

What Happened

• Profusa, Inc. (PFSA) filed an 8-K to report that at its June 23, 2026 annual meeting shareholders approved an amendment allowing a reverse stock split in a ratio of 1-for-5 to 1-for-200 (ratio to be set by the board). The board delegated final ratio and timing authority to the CEO, who approved a one-for-twenty-five (1:25) reverse stock split. The Company filed the Certificate of Amendment with the Delaware Secretary of State and the Reverse Stock Split becomes effective at 12:01 a.m. Eastern Time on July 7, 2026. Trading will continue on Nasdaq under the existing ticker PFSA but with a new CUSIP (74319X306). A press release announcing the filing was issued July 2, 2026.

Key Details

• Effective time: 12:01 a.m. ET, July 7, 2026; trading on Nasdaq continues under ticker "PFSA" with new CUSIP 74319X306.
• Share consolidation: every 25 issued and outstanding shares will be combined into 1 share; outstanding shares fall from ~13.2 million to ~530,000; authorized common shares remain 601 million; par value stays $0.0001.
• Equity award adjustments: per-share exercise prices and/or share counts for outstanding options, RSUs, PSUs and warrants will be adjusted proportionally; the equity plan reserve will be reduced proportionately.
• Fractional shares: no fractional shares will be issued — holders entitled to fractions will receive a cash payment (no interest) equal to the fractional share multiplied by the Nasdaq closing price on the effective date.
• Reported per‑share impacts (dollars in thousands except share and per‑share data): for year ended Dec 31, 2025 net loss $(35,823); pre-split EPS (basic & diluted) $(107.01) vs post-split $(2,675.35); weighted average shares (basic & diluted) pre-split 334,762 vs post-split 13,390. For Q1 2026 net loss $(3,456); pre-split EPS $(2.05) vs post-split $(51.18); weighted average shares pre-split 1,688,107 vs post-split 67,524.

Why It Matters

• The reverse split consolidates the share count and materially changes per‑share metrics (EPS and shares outstanding) and the number/price of shares underlying stock options and warrants. Shareholders’ proportional ownership should remain the same except where fractional-share cashouts occur.
• Investors should note the new CUSIP and that post-split trading will reflect the smaller share base; option holders and recipients of equity awards should review adjusted terms when the company posts final amendment details. The filing contains the Certificate of Amendment and a July 2, 2026 press release for further reference.