8-K
Profusa, Inc. (PFSA)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 2025
PROFUSA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41177 | 86-3437271 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
626 Bancroft Way, Suite A
Berkeley, CA 94710
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(925) 997-6925
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | PFSA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changein Fiscal Year.
Increase in Authorized Shares
As discussed in greater detail in Item 5.07 below, on October 20, 2025, at the Special Meeting of Stockholders (the “Meeting”) of Profusa, Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, to increase the Company’s authorized number of shares of common stock, par value $0.0001 per share, from 300,000,000 shares to 600,000,000 shares. On October 20, 2025 following the Meeting, the Company filed the Amendment with the Secretary of State of the State of Delaware, which became effective when filed on October 20, 2025.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote ofSecurity Holders.
The Meeting, initially convened and adjourned on October 7, 2025, was reconvened virtually on October 20, 2025, at www.cleartrustonline.com/pfsa, pursuant to notice duly given. Definitive proxy materials relating to the Meeting were filed with the Securities and Exchange Commission on September 23, 2025, and were transmitted to all stockholders that held of record as of September 22, 2025 (the “Record Date”). As of the close of business on the Record Date there were 40,859,307 shares of the Company's Common Stock outstanding, each share being entitled to one vote. At the Meeting, the holders of 19,159,413 shares of the Company's Common Stock were represented in person or by proxy, constituting a quorum.
The stockholders were asked to approve, for the purpose of complying with the applicable provisions of The Nasdaq Stock Market LLC Listing Rule 5635(d), the potential issuance in excess of 19.99% of outstanding shares of common stock upon the conversion of certain senior secured convertible notes. The stockholders voted to approve the proposal at the Meeting. The vote was as follows:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 18,296,205 | 858,635 | 4,573 |
The stockholders were also asked to approve an amendment to the Company’s amended and restated Certificate of Incorporation to increase the authorized number of shares of common stock from 300,000,000 shares to 600,000,000. The stockholders voted to approve the proposal at the Meeting. The vote was as follows:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 17,968,659 | 1,140,322 | 20,432 |
No other actions were taken at the meeting.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
| Exhibit | Description |
|---|---|
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 20, 2025 | Profusa, Inc. | |
|---|---|---|
| By: | /s/ Ben Hwang | |
| Name: | Ben Hwang | |
| Title: | Chief Executive Officer |
2
Exhibit3.1
Page 1
Delaware
The First State
I,CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OFTHE CERTIFICATE OF AMENDMENT OF “PROFUSA, INC.”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF OCTOBER, A.D. 2025, AT1:59 O’CLOCK P.M.
| /s/ Charuni Patibanda-Sanchez | |
|---|---|
| 5603790 8100<br><br> <br>SR# 20254312565 | Charuni Patibanda-Sanchez, Secretary of State<br><br> <br><br><br> <br>Authentication: 205081524<br><br> <br>Date: 10-20-25 |
| You may verify this certificate online at corp.delaware.gov/authver.shtml | |
| --- |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
PROFUSA, INC.
Profusa, Inc., a corporation organized and existing under the laws of the State of Delaware (the***“Corporation”)***for the purpose of amending its Amended and Restated Certificate of Incorporation in accordance with the General Corporation Law of the State of Delaware, does hereby make and execute this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, and does hereby certify that:
- Article FOUR, Section 4.1 of the Amended and Restated Certificate of Incorporation of the Corporation is amended by amending and restating the Article FOUR, Section 4.1, with no changes to be made to the subsequent sentences and provisions of Article FOUR:
“Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 601,000,000 shares, consisting of (a) 600,000,000 shares of common stock (the “CommonStock’’), and (b) 1,000,000 shares of preferred stock (the “PreferredStock’’).”
2. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.
- The foregoing amendment shall be effective upon filing.
IN WITNESS WHEREOF, I have signed this Certificate this 20^th^ day of October, 2025.
| /s/<br> Ben C. Hwang |
|---|
| Ben C. Hwang |
| Chief Executive Officer |
| State of Delaware |
| --- |
| Secretary of State |
| Division of Corporations |
| Delivered 01:59 PM 10/20/2025 |
| FILED 01:59 PM 10/20/2025 |
| SR 20254312565 - File<br> Number 5603790 |