Form 8-K

8-K — Profusa, Inc.

Accession: 0001213900-26-075502

Filed: 2026-07-06

Period: 2026-07-02

CIK: 0001859807

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0297130-8k_profusa.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROFUSA, INC., FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE (ea029713001ex3-1.htm)

EX-99.1 — PRESS RELEASE DATED JULY 2, 2026 (ea029713001ex99-1.htm)

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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

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

July 2, 2026

PROFUSA, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41177

86-3437271

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission File No.)

(I.R.S. Employer

Identification No.)

626 Bancroft Way, Suite A

Berkeley, CA 94710

(Address of principal executive offices and zip

code)

Registrant’s telephone number, including

area code: (925) 997-6925

Not Applicable

(Former name or former address, if changed from

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 (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(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 $.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 3.03. Material Modifications of Rights of Security Holders.

To the extent required by

Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

At the Profusa, Inc. (the

“Company”) annual meeting of stockholders completed on June 23, 2026, the stockholders of the Company approved an amendment

to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect the reverse stock split

at a ratio in the range of 1-for-5 to 1-for-200, with such ratio to be determined in the discretion of the Company’s board of directors

and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors,

or any of its delegated authorized persons, prior to the two-year anniversary of the annual meeting.

Pursuant to such authority

granted by the Company’s stockholders, the Company’s board of directors authorized the Company’s Chief Executive Officer

to determine the final text of the Amendment, including the reverse stock split ratio, and such other changes as may be required to effectuate

the reverse stock split. Accordingly, the Company’s Chief Executive Officer approved a one-for-twenty-five (1:25) reverse stock

split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse

Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split will become effective

in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on July 7, 2026 (the “Effective Time”), and the Company’s

common stock will open for trading on The Nasdaq Capital Market on July 7, 2026 on a post-split basis, under the existing ticker symbol

“PFSA” but with a new CUSIP number 74319X 306. The Amendment provides that, at the Effective Time, every twenty-five (25)

shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share

of common stock, without any change in par value per share, which will remain $0.0001.

As a result of the Reverse

Stock Split, the number of shares of common stock outstanding will be reduced from approximately 13.2 million shares to approximately

530 thousand shares, and the number of authorized shares of common stock will remain at 601 million shares. As a result of the Reverse

Stock Split, except as set forth below, 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, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance

upon exercise or vesting of such stock options, restricted stock unit awards, performance stock unit awards, and warrants, and, in the

case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition,

the number of shares reserved for issuance under the Company’s equity incentive plan immediately prior to the Effective Time will

be reduced proportionately.

No fractional shares will

be issued as a result of the Reverse Stock Split, and instead, the Company will pay cash (without interest or deduction) equal to the

fraction of one share to which each stockholder of record would otherwise be entitled, multiplied by the closing price of its common stock

on Nasdaq on the date of effectiveness of the Reverse Stock Split. The share amounts set forth in the above paragraph do not take into

account any shares which may be paid for in connection with the foregoing treatment of fractional shares.

The summary of the Amendment

does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached

hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01 Other Events

On July 2, 2026, the Company

issued a press release to announce that it filed a certificate of amendment to its certificate of incorporation with the Secretary of

State of the State of Delaware to effect a one-for-twenty-five (1:25) reverse stock split of its common stock. A copy of the press release

is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

The tables below set forth

the impact of the Reverse Stock Split on the Company’s net loss per common share - basic and diluted and weighted average common

shares outstanding - basic and diluted, for the years ended December 31, 2025 and 2024, and the three months ended March 31, 2026 and

2025.

Dollars in thousands

except share and per share data

Pre-split(1)

Post-split

Year ended December 31,

2025

2024

2025

2024

Net loss

$ (35,823 )

$ (9,230 )

$ (35,823 )

$ (9,230 )

Net loss per common share - basic and diluted

$ (107.01 )

$ (357.14 )

$ (2,675.35 )

$ (8,935.14 )

Weighted average common shares outstanding - basic and diluted

334,762

25,844

13,390

1,033

Pre-split(2)

Post-split

Three months ended

March 31,

Three months ended

March 31,

2026

2025

2026

2025

Net loss

$ (3,456 )

$ (2,716 )

$ (3,456 )

$ (2,716 )

Net loss per common share - basic and diluted

$ (2.05 )

$ (105.09 )

$ (51.18 )

$ (2,629.24 )

Weighted average common shares outstanding - basic and diluted

1,688,107

25,844

67,524

1,033

(1)

The pre-split amounts represent amounts from the Company’s Annual Report on Form 10-K, Note 12 for the year ended December 31, 2025.

(2)

The pre-split amounts represent amounts from the Company’s Quarterly Report on Form 10-Q, Note 11 for the three months ended March 31, 2026.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Profusa, Inc., filed with the Secretary of State of the State of Delaware.

99.1

Press Release dated July 2, 2026

104

Cover page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements

of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

July 6, 2026

Profusa, Inc.

By:

/s/ Ben Hwang

Name:

Ben Hwang

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROFUSA, INC., FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE

EX-3.1

Filename: ea029713001ex3-1.htm · Sequence: 2

Exhibit 3.1

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:

1. Article FOUR of the Amended and Restated Certificate of Incorporation

of the Corporation, as amended to date, is hereby amended by adding the following new paragraph at the end of such article:

Reverse Stock Split. Upon the effectiveness

of the Certificate of Amendment to the certificate of incorporation first inserting this sentence (the “Reverse Split Effective

Time”), each five (5) to two hundred (200) issued shares of Common Stock as of the Reverse Split Effective Time shall automatically,

and without action on the part of the Corporation or the stockholders, be combined into one (1) validly issued, fully paid and non-assessable

share of Common Stock, without effecting a change to the par value per share of Common Stock, with the exact ratio within, and inclusive

of, five (5) to two hundred (200) shares to be determined by the Board of Directors of the Corporation (or any of its delegated authorized

persons) prior to the Reverse Split Effective Time and publicly announced by the Corporation (such combination of shares, the “Reverse

Stock Split”). The Reverse Stock Split shall occur automatically, without any action by the holders of the shares of Common

Stock and whether or not any certificates representing such shares have been surrendered to the Corporation, and each certificate that

immediately prior to the Reverse Split Effective Time represented shares of Common Stock, shall thereafter, automatically and without

presenting the same for exchange, represent that number of shares of Common Stock into which the shares of Common Stock represented by

such certificate shall have been combined, subject to any elimination of fractional interests; provided that the Corporation shall not

be obligated to issue certificates evidencing the shares of Common Stock issuable as a result of the Reverse Stock Split unless the existing

certificate(s) evidencing the applicable shares of Common Stock prior to the Reverse Stock Split are surrendered to the Corporation

(or unless the holder thereof notifies the Corporation that such certificate(s) have been lost, stolen or destroyed and executes

a lost certificate affidavit and agreement reasonably acceptable to the Corporation, which may include a requirement to post a bond, to

indemnify the Corporation against any claim that may be made against the Corporation on account of such alleged loss, theft or destruction).

Each book entry position that immediately prior to the Reverse Split Effective Time represented issued shares of Common Stock shall thereafter

represent the number of shares of Common Stock into which the shares of Common Stock represented by such book entry position has been

combined pursuant to the Reverse Stock Split, subject to any elimination of fractional interests. The Reverse Stock Split shall also apply

to any outstanding securities or rights convertible into, or exchangeable or exercisable for, Common Stock of the Corporation, and adjustments

to such securities or rights (including the treatment of any fractional shares resulting from such adjustments) shall be made in accordance

with the terms of the applicable agreements governing such securities or rights, including but not limited to the Corporation’s

2025 Equity Incentive Plan and applicable warrant agreements.

2. The foregoing amendment was duly adopted in accordance with

Section 242 of the Delaware General Corporation Law.

3. Prior to this Certificate of Amendment becoming effective,

the Chief Executive Officer, as a delegated authorized person of the Board of Directors of the Corporation, determined that each twenty-five

(25) issued shares of Common Stock be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock.

4. This Certificate of Amendment shall become effective at 12:01 a.m.,

Eastern Time, on July 7, 2026.

IN WITNESS WHEREOF, I have signed this Certificate

this 30th day of June, 2026.

/s/ Ben C. Hwang

Ben C. Hwang

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED JULY 2, 2026

EX-99.1

Filename: ea029713001ex99-1.htm · Sequence: 3

Exhibit 99.1

Profusa Announces 1-for-25 Reverse

Stock Split

BERKELEY, California, July 02, 2026 (GLOBE

NEWSWIRE) -- Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a commercial stage digital health

company pioneering a next-generation technology platform enabling the continuous monitoring of an individual’s biochemistry, today

announced that it ﬁled an amendment to its amended and restated certiﬁcate of incorporation with the Secretary of State of

the State of Delaware to eﬀect a one-for-twenty-five (1:25) reverse stock split of its common stock. The reverse stock split will

take eﬀect at 12:01 am (Eastern Time) on July 7, 2026, and the Company’s common stock will open for trading on The Nasdaq

Global Market on July 7, 2026 on a post-split basis, under the existing ticker symbol “PFSA” but with a new CUSIP number 74319X

306.

As a result of the reverse stock split, every

twenty-five (25) shares of the Company’s common stock issued and outstanding prior to the opening of trading on July 7, 2026, will

be consolidated into one issued and outstanding share, with no change in the nominal par value per share of $0.0001. No fractional shares

will be issued if, as a result of the reverse stock split, a stockholder of record would become entitled to a fractional share because

the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, each

stockholder of record will be entitled to receive a cash payment in lieu of a fractional share.

As a result of the reverse stock split, the number

of shares of common stock outstanding will be reduced from approximately 13.2 million shares to approximately 530 thousand shares, and

the number of authorized shares of common stock will remain at 601 million shares.

About Profusa

Based in Berkeley, California, Profusa is a commercial

stage digital health company led by visionary scientific founders, an experienced management team and a world-class board of directors

in the development of a new generation of tissue-integrated sensors to detect and continuously transmit actionable, medical-grade data

for personal and medical use. With its long-lasting, injectable and affordable biosensors and its intelligent data platform, Profusa aims

to provide people with a personalized biochemical signature rooted in data that clinicians can trust and rely on.

“LUMEE”, “PROFUSA” and

the PROFUSA logo are registered trademarks of Profusa Inc. in the United States, Canada, European Union, China, Japan, South Korea and

Australia.

For more information, visit https://profusa.com.

Forward-Looking Statements

Certain statements in this press release (this

“Press Release”) may be considered “forward-looking statements” within the meaning of the “safe harbor”

provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include,

without limitation, the timing and completion of the reverse split. Forward-looking statements generally relate to future events or future

financial or operating performance of Profusa. In some cases, you can identify forward-looking statements by terminology such as “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “forecast,”

“future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”

“predict,” “project,” “propose,” “seek,” “should,” “strive,” “will,”

or “would” or the negatives of these terms or variations of them or similar terminology. Such 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 from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates

and assumptions that, while considered reasonable by Profusa and its management, are inherently uncertain. Profusa cautions you that these

statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain.

There are risks and uncertainties described in the definitive proxy/final prospectus relating to the business combination, which has been

filed with the SEC, and in other documents filed by Profusa from time to time with the SEC. These filings may identify and address other

important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking

statements. Profusa cannot assure you that the forward-looking statements in this communication will prove to be accurate.

Investor and Media Contacts:

email: info@coreir.com

phone: 1(212) 655-0924

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

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duration