Profusa, Inc. — Form 8-K Summary
Filing date: October 9, 2026. Reported event: Change in independent registered public accounting firm, with events dated October 5 and October 6, 2026.
Business context and reporting period
Profusa dismissed CBIZ CPAs P.C. on October 5, 2026, and engaged WithumSmith+Brown, PC on October 6, 2026, to audit its fiscal year ending December 31, 2026. The filing discusses the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period.
Financial condition and key metrics
This 8-K does not provide revenue, profit, cash flow, margins, debt, liquidity, or updated financial guidance. CBIZ’s report on the 2025 financial statements was not adverse, disclaimed, or qualified, but included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.
Material changes and controls
- The Audit Committee and Board approved the change from CBIZ to Withum. Withum’s engagement was approved September 30, subject to acceptance, and took effect October 6.
- The Company reported no disagreements with CBIZ on accounting, disclosures, or audit scope during the specified periods.
- Three previously disclosed material weaknesses remained unremediated as of June 30, 2026: inadequate segregation of duties in the financial statement close; insufficient review controls and expertise for financial-instrument valuation and accounting; and insufficient technical accounting expertise and controls for U.S. GAAP financial statements, including complex debt and equity instruments.
- The Company reported no other reportable events with CBIZ. It stated that neither it nor anyone acting on its behalf had consulted Withum about the specified accounting, audit-opinion, disagreement, or reportable-event matters during the periods described.
Outlook, risks, and unusual items
The filing provides no business or financial outlook. The going-concern explanatory paragraph and unremediated internal-control weaknesses are notable risks. The Company authorized CBIZ to respond fully to successor auditor inquiries about the weaknesses. CBIZ’s October 9 letter is filed as Exhibit 16.1.
Investor facts to verify
- Review the 2025 10-K and subsequent 10-Q filings for the going-concern disclosure and details of the control weaknesses and remediation plans.
- Confirm Withum’s audit engagement and review future filings for any auditor comments, control updates, or changes in the Company’s liquidity outlook.
- Check CBIZ’s filed Exhibit 16.1 for its response to the Company’s statements.