8-K: Profusa's 1-for-75 Reverse Stock Split Takes Effect

Profusa, Inc. announced a 1-for-75 reverse stock split of its common stock, effective February 9, 2026, to reduce outstanding shares and adjust per-share metrics.

Summary

• Stockholders approved an amendment to the company's certificate of incorporation for a reverse stock split at a ratio in the range of 1-for-30 to 1-for-200.
• The company's Chief Executive Officer, as authorized by the Board of Directors, approved a one-for-seventy-five (1:75) reverse stock split.
• The Amendment was filed with the Secretary of State of the State of Delaware on February 5, 2026.
• The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on February 9, 2026.
• Common stock will open for trading on The Nasdaq Capital Market on February 9, 2026, on a post-split basis, under the existing ticker symbol PFSA but with a new CUSIP number 74319X 207.
• Every seventy-five (75) shares of issued and outstanding common stock will automatically be combined into one issued and outstanding share, with the par value per share remaining $0.0001.
• As a result, the number of shares of common stock outstanding will be reduced from approximately 92.4 million shares to approximately 1.2 million shares.
• The number of authorized shares of common stock will remain at 601 million shares.
• Proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options, restricted stock unit awards, performance stock unit awards, and warrants.
• No fractional shares will be issued; instead, the company will pay cash equal to the fraction of one share multiplied by the closing price of its common stock on Nasdaq on the date of effectiveness.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a necessary but generally negative corporate action, indicative of past poor performance and a struggle to maintain exchange listing, rather than a sign of fundamental business strength.

Positives

• The reverse stock split is intended to increase the per-share price, which is often a necessary step to meet minimum bid price requirements for continued listing on The Nasdaq Capital Market, preventing potential delisting.

Negatives

• A reverse stock split typically signals a company's struggle with a low share price, indicating underlying financial or operational challenges that have led to a significant decline in market valuation.
• The substantial reduction in outstanding shares (from approximately 92.4 million to 1.2 million) could potentially lead to reduced trading liquidity.
• Post-split, the net loss per common share appears significantly larger, which may highlight the magnitude of the company's losses on a per-share basis.

Risks

• The press release includes a general disclaimer noting that forward-looking statements are subject to risks, uncertainties, and other factors which may be beyond the control of Profusa and could cause actual results to differ materially. These risks and uncertainties are described in the definitive proxy/final prospectus relating to the business combination and in other documents filed by Profusa from time to time with the SEC.

Future Outlook

The filing primarily details the mechanics and impact of the reverse stock split. It includes a general forward-looking statement disclaimer, noting that future events or financial performance are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied.

Management Comments

• Profusa, Inc. is a commercial stage digital health company pioneering a next-generation technology platform enabling the continuous monitoring of an individual's biochemistry.

Industry Context

StockSavvy.ai notes that reverse stock splits are a common strategy for companies facing low share prices, often implemented to meet minimum bid price requirements for continued listing on major exchanges like Nasdaq. While this action can prevent delisting, it typically does not address the underlying operational or financial issues that led to the low share price, which remain critical for long-term investor confidence.

Corporate Governance

Stakeholder Impact

• Shareholders: Will own fewer shares but at a proportionally higher price per share. Those with fractional shares will receive cash. The overall value of their holdings should theoretically remain the same immediately after the split, but the action itself often signals underlying issues.
• Employees (with equity awards): Stock options, restricted stock units, and performance stock units will be proportionately adjusted, meaning fewer shares but higher exercise prices for options/warrants, maintaining the intrinsic value of their awards.

Next Steps

• Common stock will open for trading on The Nasdaq Capital Market on February 9, 2026, on a post-split basis.
• The company will pay cash in lieu of fractional shares to stockholders of record.

Key Dates

Recommendation

While a reverse stock split is often a negative signal, this action is a necessary step to maintain Nasdaq listing, which is crucial for liquidity and investor access. Investors should hold to observe if the company can leverage this corporate action to stabilize its market position and address underlying operational challenges, rather than immediately selling based on the split itself. Further analysis of the company's core business and financial performance is required.

Keywords

Profusa, PFSA, reverse stock split, stock split, Nasdaq, corporate action, equity, shares, common stock, CUSIP, financial reporting, SEC filing, corporate governance, digital health