Business Context and Reporting Period
This Form 8-K Current Report, filed on July 2, 2026, by Profusa, Inc. (PFSA), announces the authorization and implementation of a reverse stock split. The Company is an emerging growth company incorporated in Delaware. The report details actions taken following the annual meeting of stockholders held on June 23, 2026.
Key Financial Metrics and Capital Structure
The filing provides historical financial data restated to reflect the impact of the reverse stock split. The Company reported net losses for the periods presented:
- Year Ended December 31, 2025: Net loss of $35,823,000.
- Year Ended December 31, 2024: Net loss of $9,230,000.
- Three Months Ended March 31, 2026: Net loss of $3,456,000.
- Three Months Ended March 31, 2025: Net loss of $2,716,000.
Capital Structure Changes:
- Reverse Stock Split Ratio: 1-for-25 (1:25).
- Outstanding Shares: Reduced from approximately 13.2 million to approximately 530,000 shares.
- Authorized Shares: Remains at 601 million shares.
- Par Value: Remains $0.0001 per share.
The filing does not provide specific data regarding total revenue, operating cash flow, debt levels, or liquidity ratios for the current period.
Material Changes Versus Prior Period
The primary material change is the reduction in the number of outstanding shares and the corresponding adjustment to per-share metrics. The filing presents a comparison of pre-split and post-split net loss per share and weighted average shares outstanding:
- Net Loss Per Share (2025 Full Year): Adjusted from $(107.01) pre-split to $(2,675.35) post-split.
- Weighted Average Shares (2025 Full Year): Adjusted from 334,762 pre-split to 13,390 post-split.
- Net Loss Per Share (Q1 2026): Adjusted from $(2.05) pre-split to $(51.18) post-split.
These adjustments are purely mathematical consequences of the share consolidation and do not reflect changes in the Company's absolute financial performance.
Guidance, Outlook, and Unusual Items
Effective Date: The reverse stock split becomes effective at 12:01 a.m. Eastern Time on July 7, 2026. Trading on The Nasdaq Capital Market will commence on this date under the existing ticker symbol "PFSA" with a new CUSIP number (74319X 306).
Fractional Shares: No fractional shares will be issued. Stockholders entitled to fractional shares will receive cash in lieu thereof, calculated based on the closing price of the common stock on the date of effectiveness.
Equity Awards: Proportionate adjustments will be made to the exercise prices and share counts of outstanding stock options, restricted stock units, performance stock units, and warrants. The number of shares reserved under the equity incentive plan will also be reduced proportionately.
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard incorporation by reference of the Amendment.
Investor Verification Checklist
- Verify the new CUSIP number (74319X 306) for trading purposes starting July 7, 2026.
- Confirm the treatment of fractional shares and the cash payout mechanism based on the closing price on the effective date.
- Review the impact of the 1:25 split on the exercise price and share count of any held stock options or warrants.
- Monitor the post-split share price to ensure it reflects the 25x adjustment relative to the pre-split price.
- Check the Company's subsequent filings for updated liquidity and cash position data, as this 8-K does not provide current cash flow or debt metrics.