Profusa Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 27, 2026, the Company held a Special Meeting of Stockholders (the “Meeting”), which was convened virtually at www.virtualshareholdermeeting.com/PFSA2026SM, pursuant to notice duly given. Definitive proxy materials relating to the Meeting were filed with the Securities and Exchange Commission on January 2, 2026, and were transmitted to all stockholders that held of record as of December 23, 2025 (the “Record Date”). As of the close of business on the Record Date, there were 86,414,296 shares of the Company's common stock outstanding, each share being entitled to one vote. At the Meeting, the holders of 36,835,574 shares of the Company's common stock were represented in person or by proxy, constituting a quorum.
The stockholders were asked to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to, at the discretion of our Board of Directors, effect one or more reverse stock splits over the course of the next two years with respect to our issued and outstanding common stock, par value $0.0001 per share, including any common stock held by the Company as treasury shares, at any time prior to or on January 27, 2028, at a ratio of 1-for-30 to 1-for-200, provided that the aggregate splits will not exceed a ratio of 1-for-200, with the ratio within such range to be determined at the discretion of our Board of Directors (or any of its delegated authorized persons) without further approval or authorization of our stockholders. The vote was as follows:
| FOR | AGAINST | ABSTAIN | ||
| 30,784,698 | 6,025,262 | 25,614 |
The stockholders were also asked to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The vote was as follows:
| FOR | AGAINST | ABSTAIN | ||
| 35,630,736 | 723,688 | 481,150 |
The stockholders were also asked to authorize an adjournment or adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the first two proposals. The vote was as follows:
| FOR | AGAINST | ABSTAIN | ||
| 32,090,853 | 4,109,480 | 635,241 |
No other actions were taken at the meeting.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 2, 2026 | Profusa, Inc. | |
| By: | /s/ Ben Hwang | |
| Name: | Ben Hwang | |
| Title: | Chief Executive Officer | |
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