Profusa, Inc. current report, 18 September 2026

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Profusa, Inc. Form 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K was filed by Profusa, Inc. on September 18, 2026, regarding a Special Meeting of Stockholders held on the same date. The meeting was conducted virtually to address corporate governance matters.

Key Financial Metrics

The filing text does not provide revenue, profit, cash flow, margin, debt, or liquidity figures. This report focuses exclusively on the results of a stockholder vote.

Material Changes and Voting Results

Stockholders voted on two primary proposals. As of the record date (August 19, 2026), there were 605,647 shares outstanding. A quorum was established with 287,890 shares represented.

  • Reverse Stock Split Proposal: Stockholders approved an amendment to the Certificate of Incorporation to authorize one or more reverse stock splits over the next two years. The Board may execute splits at a ratio between 1-for-2 and 1-for-12, with an aggregate maximum of 1-for-12, without further stockholder approval.
  • Vote Tally (Reverse Stock Split):
    • For: 262,920
    • Against: 17,360
    • Abstain: 7,610
    • Broker Non-Votes: 0
  • Adjournment Proposal: Stockholders approved the authority to adjourn the meeting to solicit additional proxies if necessary.
  • Vote Tally (Adjournment):
    • For: 264,664
    • Against: 15,328
    • Abstain: 7,898
    • Broker Non-Votes: 0

Guidance, Outlook, and Risks

The filing does not contain financial guidance, management commentary on future operations, or specific risk factors beyond the implications of the approved reverse stock split. The primary contingency is the Board's future discretion to determine the exact split ratio within the approved range.

Key Facts for Investor Verification

  • Stockholders have authorized a potential reverse stock split of up to 1-for-12.
  • The Board of Directors retains full discretion to determine the timing and specific ratio of any split within the approved range.
  • No financial performance data is included in this specific filing.
  • The company is classified as an emerging growth company.