Profusa, Inc. Announces 1-for-4 Reverse Stock Split

What Happened

• Profusa, Inc. announced and filed a Certificate of Amendment effecting a one‑for‑four (1:4) reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on August 17, 2026. The company will continue to trade on The Nasdaq Capital Market under the existing ticker symbol "PFSA" but with a new CUSIP (74319X 405). The company issued a related press release on August 13, 2026 and filed this 8‑K on August 14, 2026.
• The reverse split follows prior stockholder approval of an amendment allowing a reverse split ratio to be set by the board (the filed amendment originally authorized a ratio range); the board delegated final ratio selection to the CEO, who approved the 1:4 split and caused the amendment to be filed with the Delaware Secretary of State.

Key Details

• Outstanding shares: issued and outstanding common shares will be automatically combined 4-for-1, reducing shares outstanding from 2,422,906 to approximately 605,726; authorized common shares remain at 601 million. Par value remains $0.0001 per share.
• Fractional shares: no fractional shares will be issued; holders entitled to fractional shares will receive a cash payment (without interest) equal to the fractional share times the Nasdaq closing price on the effective date.
• Equity awards and warrants: proportionate adjustments will be made to outstanding stock options, RSUs, PSUs and warrants (fewer shares outstanding, and in the case of options/warrants, proportionately higher exercise prices). The number of shares reserved under the equity incentive plan will be reduced proportionately.
• Reported per-share impact (selected): for year ended Dec. 31, 2025 the company’s net loss was $(35,823) (thousands); pre‑split net loss per share was $(2,675.35) (basic & diluted) and post‑split is shown as $(10,703.02) with weighted average shares dropping from 13,390 to 3,347. Similar proportional changes are shown for other periods in the filing.

Why It Matters

• The reverse split reduces the number of outstanding shares and changes per‑share metrics (earnings/loss per share and weighted averages) without changing the company’s reported aggregate net loss. Trading will continue under the same ticker (PFSA) but with a new CUSIP; holders of fractional shares will receive cash in lieu of fractional shares. Equity award holders should expect proportional adjustments to share counts and exercise prices. These are mechanical effects of the split—investors should note the change in share count, the new CUSIP, and adjusted per‑share figures when comparing historical and future per‑share metrics.