Profusa, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Profusa, Inc. on October 20, 2025. The report details the outcomes of a Special Meeting of Stockholders reconvened on this date, following an initial convening on October 7, 2025. The Company is an emerging growth company incorporated in Delaware with its principal executive offices in Berkeley, CA.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on corporate governance actions and capital structure amendments rather than operational financial performance.
Material Changes
- Authorized Share Increase: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation, increasing the authorized number of common shares from 300,000,000 to 600,000,000. This amendment was filed with the Delaware Secretary of State and became effective on October 20, 2025.
- Shareholder Approval for Note Conversion: Stockholders approved a proposal to comply with Nasdaq Listing Rule 5635(d), permitting the potential issuance of shares in excess of 19.99% of outstanding common stock upon the conversion of certain senior secured convertible notes.
Voting Results and Management Commentary
As of the Record Date (September 22, 2025), there were 40,859,307 shares outstanding. At the meeting, 19,159,413 shares were represented, constituting a quorum. The voting results were as follows:
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Approval of Share Issuance for Note Conversion | 18,296,205 | 858,635 | 4,573 |
| Increase in Authorized Shares | 17,968,659 | 1,140,322 | 20,432 |
The filing does not contain specific management commentary regarding future outlook, risks, or contingencies beyond the procedural details of the shareholder vote and the effective date of the charter amendment.
Investor Verification Checklist
- Verify the terms of the "certain senior secured convertible notes" referenced in the Nasdaq compliance vote to understand potential dilution scenarios.
- Review the full text of the Amendment to the Certificate of Incorporation (Exhibit 3.1) for any additional provisions beyond the share count increase.
- Confirm the current outstanding share count and any subsequent issuances following the October 20, 2025 effective date.
- Check for any related press releases or 10-Q/10-K filings that may provide context on the Company's liquidity needs driving the note conversion approval.