Profusa, Inc. Approves Reverse Stock Split Authorization (1-for-2 to 1-for-12)

What Happened

• Profusa, Inc. (PFSA) filed an 8-K on Sept. 21, 2026 reporting that at a virtual Special Meeting of Stockholders held Sept. 18, 2026, stockholders approved an amendment to the company’s charter to allow the Board to implement one or more reverse stock splits.
• The Board may, at its discretion within the next two years, effect reverse splits at ratios between 1-for-2 and 1-for-12, provided the aggregate effect does not exceed 1-for-12, without further stockholder approval. No specific split ratio or timing was set at the meeting.

Key Details

• Record date: Aug. 19, 2026; outstanding shares on record date: 605,647.
• Shares represented at the meeting (quorum): 287,890.
• Reverse Stock Split Proposal vote: FOR 262,920; AGAINST 17,360; ABSTAIN 7,610; BROKER NON-VOTES 0.
• Vote to authorize adjournment for additional solicitations (if needed): FOR 264,664; AGAINST 15,328; ABSTAIN 7,898.

Why It Matters

• A reverse stock split consolidates the company’s outstanding shares into fewer shares and proportionally increases the per-share price; it does not, by itself, change the company’s ownership percentages or market capitalization (aside from market reaction).
• Because the Board can choose the timing and ratio (within the approved 1-for-2 to 1-for-12 range) without further shareholder votes, investors should monitor future announcements for the exact split ratio and effective date, which will affect share count, per-share price, and potentially liquidity and listing considerations.