Profusa, Inc 8-K, filed Sep 21, 2026
Profusa, Inc. (PFSA)
About this 8-K
Profusa, Inc filed this 8-K on September 21, 2026, reporting on events of September 18, 2026.
Items reported
- Item 5.07: Shareholder vote results
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 18, 2026, the Company held a Special Meeting of Stockholders (the “Meeting”), which was convened virtually at www.virtualshareholdermeeting.com/PFSA2026SM, pursuant to notice duly given. Definitive proxy materials relating to the Meeting were filed with the Securities and Exchange Commission on August 28, 2026, and were transmitted to all stockholders that held of record as of August 19, 2026 (the “Record Date”). As of the close of business on the Record Date, there were 605,647 shares of the Company’s common stock outstanding, each share being entitled to one vote. At the Meeting, the holders of 287,890 shares of the Company’s common stock were represented in person or by proxy, constituting a quorum.
The stockholders were asked to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to, at the discretion of the Company’s Board of Directors, effect one or more reverse stock splits over the course of the next two years of the Company’s issued and outstanding common stock, at a ratio of 1-for-2 to 1-for-12, provided that the aggregate splits will not exceed a ratio of 1-for-12, with the exact ratio within such range to be determined at the discretion of the Company’s Board of Directors (or any of its delegated authorized persons) at its or their discretion without further approval or authorization of the Company’s stockholders (the “Reverse Stock Split Proposal”). The vote was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 262,920 | 17,360 | 7,610 | 0 |
The stockholders were also asked to authorize an adjournment or adjournments of the Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal. The vote was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 264,664 | 15,328 | 7,898 | 0 |
No other actions were taken at the meeting.
| Exhibit No. | Description of Exhibit | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 18, 2026 | Profusa, Inc. | |
| By: | /s/ Jack Stover | |
| Name: | Jack Stover | |
| Title: | Chief Executive Officer | |
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