Profusa, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Profusa, Inc. (PFSA) on August 13, 2026. The filing reports the implementation of a reverse stock split authorized by stockholders at the annual meeting on June 23, 2026. The Company is an emerging growth company incorporated in Delaware.
Key Financial Metrics and Capital Structure
The filing does not report current revenue, operating cash flow, or liquidity positions. It focuses on the impact of the reverse stock split on historical per-share data and share counts.
- Reverse Stock Split Ratio: 1-for-4 (1:4).
- Effective Date: August 17, 2026, at 12:01 a.m. Eastern Time.
- Outstanding Shares: Reduced from 2,422,906 to approximately 605,726 shares.
- Authorized Shares: Remains at 601 million shares.
- Par Value: Remains $0.0001 per share.
- Historical Net Loss (Year Ended Dec 31, 2025): $35,823,000 (unchanged in total).
- Historical Net Loss (Three Months Ended Mar 31, 2026): $3,456,000 (unchanged in total).
Material Changes and Adjustments
The primary material change is the reduction in the number of outstanding shares and the corresponding adjustment to per-share metrics for historical periods to ensure comparability.
- Per-Share Loss Adjustment: Historical net loss per share figures have been restated on a post-split basis. For the year ended December 31, 2025, the basic and diluted net loss per share increased from $(2,675.35) to $(10,703.02).
- Equity Awards: Proportionate adjustments will be made to the exercise prices and share counts of outstanding stock options, RSUs, PSUs, and warrants.
- Fractional Shares: No fractional shares will be issued; holders will receive cash in lieu of fractional shares based on the closing price on the effective date.
Outlook, Risks, and Management Commentary
Management commentary is limited to the execution of the reverse stock split to effectuate the amendment to the Certificate of Incorporation. The filing notes that the Company's common stock will trade on The Nasdaq Capital Market under the existing ticker symbol "PFSA" but with a new CUSIP number (74319X 405) starting August 17, 2026. The filing does not provide specific forward-looking guidance on revenue or profitability, nor does it detail new risks beyond the standard implications of a reverse stock split.
Key Facts for Investor Verification
- Verify the new CUSIP number (74319X 405) for trading purposes post-August 17, 2026.
- Confirm the treatment of fractional shares and the cash payout mechanism based on the closing price on the effective date.
- Review the adjusted exercise prices and share counts for any held stock options or warrants.
- Note that the Company reported significant net losses in 2024, 2025, and the first quarter of 2026, which remain unchanged in total dollar amount despite the per-share restatement.