8-K: Profusa Stockholders Approve Reverse Split Authority

Profusa, Inc. stockholders approved an amendment to its charter allowing for a reverse stock split and ratified the appointment of its independent auditor.

Summary

• A Special Meeting of Stockholders was held virtually on January 27, 2026.
• As of the record date, December 23, 2025, there were 86,414,296 shares of common stock outstanding.
• A quorum was present with 36,835,574 shares represented in person or by proxy.
• Stockholders approved an amendment to the company's charter to allow the Board of Directors to effect one or more reverse stock splits at a ratio of 1-for-30 to 1-for-200, not exceeding 1-for-200 in aggregate, prior to or on January 27, 2028. The vote was 30,784,698 FOR, 6,025,262 AGAINST, and 25,614 ABSTAIN.
• Stockholders ratified the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm for the year ending December 31, 2025. The vote was 35,630,736 FOR, 723,688 AGAINST, and 481,150 ABSTAIN.
• Stockholders authorized an adjournment of the Special Meeting, if necessary, to solicit additional proxies for the first two proposals. The vote was 32,090,853 FOR, 4,109,480 AGAINST, and 635,241 ABSTAIN.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a necessary defensive corporate action to address potential listing compliance issues, though the underlying need for a reverse split often reflects challenges with the company's share price performance.

Positives

• Stockholders approved the authority for a reverse stock split, providing management with a tool to address potential listing compliance issues or improve stock market perception.
• The appointment of CBIZ CPAs P.C. as the independent auditor was ratified by a significant majority of votes, indicating shareholder confidence in the company's financial oversight.

Negatives

• The need for a reverse stock split typically indicates a low share price, which can be a negative signal regarding the company's market valuation and performance.

Risks

• A reverse stock split, while potentially addressing listing requirements, does not fundamentally change the company's market capitalization and may not prevent further share price declines.
• Shareholders may experience reduced liquidity due to fewer outstanding shares post-split, potentially impacting trading activity.

Future Outlook

The Board of Directors now has the discretion to implement one or more reverse stock splits at any time prior to or on January 27, 2028, within a specified ratio range, without further stockholder approval. This provides flexibility to potentially meet stock exchange listing requirements or improve the stock's market perception.

Industry Context

StockSavvy.ai notes that reverse stock splits are a common corporate action, particularly for smaller-cap companies in the biotech or medical device sectors like Profusa, Inc., when their share price falls below minimum listing requirements (e.g., Nasdaq's $1.00 bid price rule). This move aims to increase the per-share price, potentially making the stock more attractive to institutional investors and ensuring continued exchange listing.

Comparison to Industry Standards

• Many small-cap companies, especially in the biotechnology and medical device sectors, resort to reverse stock splits to maintain compliance with exchange listing requirements. For instance, companies such as *BiomX Inc. (PHGE)* and *Avalo Therapeutics, Inc. (AVTX)* have executed reverse splits in recent years to address similar challenges related to low share prices and potential delisting.
• The approved ratio range of 1-for-30 to 1-for-200 is broad, providing significant flexibility to the Board, which is a common approach to allow for adaptation to market conditions and specific listing needs.

Corporate Governance

Stakeholder Impact

• Shareholders will experience a reduction in the number of shares they own, with a proportional increase in the per-share price, which may affect trading liquidity and investor perception.
• The company's ability to maintain its Nasdaq listing could be positively impacted, which is crucial for investor confidence and access to capital markets.

Next Steps

• The Board of Directors, or its delegated authorized persons, will determine the timing and specific ratio for one or more reverse stock splits prior to or on January 27, 2028.

Key Dates

Recommendation

The approval of the reverse stock split provides management with a tool to address potential delisting concerns and improve the stock's market perception. However, it does not alter the company's underlying business fundamentals. Investors should hold to observe the execution of the split and its subsequent impact on trading liquidity and the company's strategic direction.

Keywords

Profusa, PFSA, reverse stock split, stockholder meeting, corporate governance, auditor ratification, SEC filing, 8-K, Nasdaq compliance