Profusa, Inc. Material Event - 8-K Summary

Profusa, Inc. is making a significant change to its stock structure, a move that directly impacts shareholders and the company's market standing. This summary details the company's recent 8-K filing, explaining the implications for investors.

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Event Description (What Happened)

Profusa, Inc. is executing a reverse stock split of its common stock. This action consolidates existing shares into fewer, higher-priced shares. Specifically, for every seventy-five (75) shares of Profusa common stock you currently own, you will now own one (1) share.

The primary reason for this move is to increase Profusa's per-share trading price. This is critical for maintaining the company's listing on the Nasdaq Capital Market, which requires a minimum bid price of $1.00 per share (Nasdaq Listing Rule 5550(a)(2)). Profusa likely faced non-compliance with this rule, and a reverse split is a common strategy companies use to regain compliance and avoid delisting. Maintaining a Nasdaq listing is vital for a public company; it ensures liquidity for investors, enhances corporate visibility, and facilitates access to capital markets for future funding.

Stockholders previously authorized the Board to choose a split ratio between 1-for-30 and 1-for-200. The CEO then selected the 1-for-75 ratio to achieve this objective.

Event Date/Timeline

This process began on January 27, 2026, when stockholders approved the Board of Directors' authority to execute a reverse split within a specified range. Profusa's CEO officially determined the 1-for-75 ratio and filed the necessary Certificate of Amendment to Profusa's Certificate of Incorporation with the Delaware Secretary of State on February 5, 2026.

The reverse stock split will become effective, and trading on the new basis will commence, at 12:01 a.m. Eastern Time on February 9, 2026.

Impact Assessment (Who/What Is Affected)

This event directly alters Profusa's investment structure and has several key impacts:

• Investors:

  • Your share count will decrease, and the per-share price will increase.
  • You will receive cash for any fractional shares resulting from the split.
  • If you hold stock options or warrants, their exercise price will increase, and the number of shares they represent will decrease proportionally.
  • Starting February 9, 2026, Profusa's common stock will continue to trade on Nasdaq under its existing ticker symbol "PFSA." However, it will reflect the new, higher price per share and a new CUSIP number (74319X 207), which is a unique identification number for the security.
  • Your brokerage accounts will automatically reflect these changes.

• The Company (Profusa itself):

  • The total number of outstanding common shares will significantly decrease from approximately 92.4 million to about 1.2 million.
  • However, the number of shares Profusa is authorized to issue remains unchanged at 601 million. This significant difference between authorized and outstanding shares creates potential for substantial future dilution if the company chooses to issue more shares.
  • The primary goal of this action is to maintain Profusa's Nasdaq listing.

• Employees & Customers:

  • The split itself has no direct impact on employees or customers.
  • However, successfully maintaining the Nasdaq listing could indirectly support the company's long-term stability and its ability to fund operations.

• Market Perception:

  • The market will closely monitor whether the increased stock price holds.
  • While a reverse split can temporarily boost the share price and help meet listing requirements, it does not solve underlying operational or financial challenges that may have led to a low stock price.
  • Profusa will need to demonstrate improved business performance, financial health, and a clear strategic path to sustain investor confidence and a healthy stock price long-term.

Financial Impact

Here's how the reverse stock split affects key financial aspects:

• Share Count: If you owned 750 shares before the split, you will now own 10 shares.
• Theoretical Price: If Profusa's stock traded at, for example, $0.10 per share before the split, it would theoretically trade at $7.50 per share immediately after the split (0.10 x 75 = $7.50).
• Fractional Shares: If your share count does not divide perfectly by 75 (e.g., 100 shares), you will not receive a partial share. Instead, the company will pay you cash for the value of that "fraction" based on the closing price on February 8, 2026.
• Underlying Value: Crucially, a reverse stock split does not change the total market value of your investment or the company's overall market capitalization. It simply repackages the existing value into fewer, higher-priced shares.
• Financial Metrics: Key per-share financial metrics will also change proportionally. For instance, if Profusa reported a net loss of $4.76 per share before the split, this theoretical loss would become $357.00 per share ($4.76 x 75) after the split, reflecting the same total loss distributed over fewer shares.

Key Takeaways for Investors

As an investor, consider these important points:

• Monitor Performance: Pay close attention to the stock's trading behavior in the days and weeks following the split. Does the higher price per share stabilize, or does it begin to decline again? This can signal market sentiment regarding the company's future prospects.
• Understand the Signal: A reverse stock split often indicates that a company has been struggling financially or operationally, leading to a significantly depressed stock price. While it's a necessary step to avoid delisting, it does not cure underlying business issues.
• Research Fundamentals: This event underscores the importance of conducting thorough due diligence into Profusa's core business, financial statements (including recent earnings reports), product pipeline, and management's strategic plans for growth and profitability.
• Dilution Risk: Be aware of the significant number of authorized but unissued shares. Profusa could use these for future capital raises, potentially diluting the value of your existing shares.
• Value Remains: Remember that your total investment value should theoretically remain the same immediately after the split. However, the stock price per share will be much higher, and your share count will be much lower.