Business Context and Reporting Period
This Form 8-K filing by Profusa, Inc. (PFSA) is dated February 5, 2026. The report details the execution of a reverse stock split approved by stockholders at a special meeting on January 27, 2026. The Company is an emerging growth company incorporated in Delaware.
Key Financial Metrics and Capital Structure
The filing focuses on capital structure adjustments rather than operational financial performance. Key metrics include:
- Reverse Stock Split Ratio: 1-for-75 (1:75).
- Effective Date: February 9, 2026, at 12:01 a.m. Eastern Time.
- Outstanding Shares: Reduced from approximately 92.4 million pre-split to approximately 1.2 million post-split.
- Authorized Shares: Remains at 601 million.
- Par Value: Remains $0.0001 per share.
- Fractional Shares: No fractional shares will be issued; cash in lieu of fractional shares will be paid based on the closing price on the effective date.
The filing provides historical net loss data adjusted for the split but does not report current revenue, cash flow, debt, or liquidity positions.
Material Changes Versus Prior Period
The primary material change is the reduction in the number of outstanding shares and the corresponding increase in the per-share price and net loss per share metrics. The filing presents a retrospective comparison of net loss per share (basic and diluted) and weighted average shares outstanding for periods ending December 31, 2023, December 31, 2024, and various quarters in 2025, showing the mathematical impact of the 1:75 split on these figures.
For example, for the year ended December 31, 2024, the reported net loss per share changes from $(4.76) pre-split to $(357.13) post-split, while the weighted average shares outstanding changes from 1,938,392 to 25,845.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard implications of a reverse stock split. The Company's common stock will continue to trade under the ticker symbol "PFSA" on The Nasdaq Capital Market but with a new CUSIP number (74319X 207).
Equity awards, including stock options, restricted stock units, and warrants, will be proportionately adjusted. Exercise prices for options and warrants will increase, while the number of shares issuable will decrease.
Important Facts for Investor Verification
- Verify the exact closing price of PFSA on February 9, 2026, to calculate cash payments for fractional shares.
- Confirm the new CUSIP number (74319X 207) for trading purposes post-February 9, 2026.
- Review the specific adjustments to individual equity award agreements (options, RSUs, warrants) to understand the new exercise prices and share counts.
- Note that the filing does not provide updated revenue, cash flow, or debt figures; investors should refer to the most recent 10-K or 10-Q for operational financial health.