Profusa, Inc. filed an 8-K with the SEC on September 18, 2026, disclosing the results of a Special Meeting of Stockholders held that same day, at which shareholders voted on a proposed reverse stock split authorization and a related adjournment proposal.

Key Highlights

  • Quorum reached: Holders of 287,890 shares were represented at the meeting, out of 605,647 shares of common stock outstanding as of the August 19, 2026 record date.
  • Reverse split approved: The Reverse Stock Split Proposal received 262,920 votes FOR, 17,360 AGAINST, and 7,610 ABSTAIN, with zero broker non-votes.
  • Split ratio range: The approved amendment authorizes one or more reverse stock splits at a ratio between 1-for-2 and 1-for-12, not to exceed an aggregate ratio of 1-for-12, at the Board's discretion.
  • Two-year window: The Board may execute splits over the course of the next two years without further stockholder approval, according to the filing.
  • Adjournment proposal also approved: The adjournment proposal received 264,664 votes FOR, 15,328 AGAINST, and 7,898 ABSTAIN.
  • Emerging growth company: Profusa is designated as an emerging growth company under applicable SEC definitions, as indicated on the filing's cover page.

Profusa Special Meeting Vote on Reverse Split Powers for Its Common Stock

Profusa, Inc. (NASDAQ:PFSA), a Delaware-incorporated company headquartered at 626 Bancroft Way, Suite A, Berkeley, CA, disclosed the outcome of a Special Meeting of Stockholders held on September 18, 2026. The filing was signed by Chief Executive Officer Jack Stover. Definitive proxy materials related to the meeting had been filed with the SEC on August 28, 2026, and were transmitted to all stockholders of record as of August 19, 2026.

The central matter before stockholders was an amendment to Profusa's Amended and Restated Certificate of Incorporation. According to the filing, the amendment would allow the Board of Directors, at its discretion, to effect one or more reverse stock splits of the company's issued and outstanding common stock at a ratio anywhere from 1-for-2 to 1-for-12, provided the aggregate effect of all splits does not exceed 1-for-12. The Board, or any of its delegated authorized persons, may select the exact ratio within that range without additional stockholder approval, and the authorization extends over the next two years.

The Reverse Stock Split Proposal passed with 262,920 shares voted in favor. A second proposal, which would have authorized the Board to adjourn the meeting if additional proxy solicitation had been needed, also passed with 264,664 votes in favor. The filing states that no other actions were taken at the meeting. Profusa's common stock carries a par value of $0.0001 per share, and each share outstanding as of the record date was entitled to one vote.

What Was Disclosed

Profusa filed an 8-K reporting Item 5.07, the submission of matters to a vote of security holders. Stockholders approved both a reverse stock split authorization, covering ratios from 1-for-2 to 1-for-12 over two years, and an adjournment proposal, with no other business conducted at the meeting.