{"url_path":"/sec/pfsa/8-k/2026-06-23/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1859807/0001213900-26-070970-index.html","accession_number":"0001213900-26-070970","cik":"0001859807","ticker":"PFSA","issuer_name":"Profusa, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1859807/0001213900-26-070970-index.html","primary_entity_key":"0001859807","primary_entity_name":"Profusa, Inc."},"word_count":738,"has_tables":true,"body_markdown":"**Item 5.07 Submission of Matters to a Vote of Security Holders.** \n\n \n\nOn June 23, 2026, the Company held a Special Meeting\nof Stockholders (the “Meeting”), which was convened virtually at *www.virtualshareholdermeeting.com/PFSA2026*, pursuant\nto notice duly given. Definitive proxy materials relating to the Meeting were filed with the Securities and Exchange Commission on May\n26, 2026, and were transmitted to all stockholders that held of record as of May 12, 2026 (the “Record Date”). As of the close\nof business on the Record Date, there were 4,660,268 shares of the Company's common stock outstanding, each share being entitled to one\nvote. At the Meeting, the holders of 1,816,505 shares of the Company's common stock were represented in person or by proxy, constituting\na quorum.\n\n \n\nThe stockholders voted to elect Lauren Chung as\na Class I director, to hold office until the Company’s 2029 annual meeting of stockholders and until her successor is duly elected\nand qualified, or until her earlier death, resignation or removal. The vote was as follows:\n\n \n\n**FOR**\n \n**AGAINST**\n \n**WITHHELD**\n \n**BROKER NON-VOTES**\n\n631,502\n \n0\n \n132,479\n \n1,052,524\n\n \n\nThe stockholders were also asked to approve an\namendment to the Company’s Certificate of Incorporation, as amended, to, at the discretion of the Company’s Board of Directors,\neffect one or more reverse stock splits over the course of the next two years of our common stock at a ratio of between 1-for-5 to\n1-for-200, provided that the aggregate splits will not exceed a ratio of 1-for-200, including any shares held by the Company as treasury\nshares, at any time prior to or on June 23, 2028, with the exact ratio within such range to be determined at the discretion of our Board\nof Directors (or any of its delegated authorized persons) at its or their discretion without further approval or authorization of the\nCompany’s stockholders. The vote was as follows:\n\n \n\n**FOR**\n \n**AGAINST**\n \n**ABSTAIN**\n\n1,338,997\n \n459,350\n \n18,158\n\n \n\nThe stockholders were also asked to approve, for\npurposes of Nasdaq Listing Rules 5635(a) and 5635(d), the issuance by the Company of shares of a newly created series of convertible preferred\nstock (the “Preferred Stock”) and the shares of common stock issuable upon conversion of the Preferred Stock to Bio Insights\nLLC as consideration for the Company’s acquisition of certain assets relating to the PanOmics Assay pursuant to that certain Asset\nPurchase Agreement, dated as of April 21, 2026, by and between the Company and Bio Insights LLC. The vote was as follows:\n\n \n\n**FOR**\n \n**AGAINST**\n \n**ABSTAIN**\n \n**BROKER NON-VOTES**\n\n592,053\n \n166,040\n \n5,888\n \n1,052,524\n\n \n\nThe stockholders were also asked to approve, for\npurposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(d), the potential issuance in excess of 19.99% of our\noutstanding shares of common stock upon the conversion of that certain promissory note issued by the Company to NorthView Sponsor I LLC,\nas modified pursuant to the Note Modification and Conversion Agreement, dated as of April 24, 2026, by and between the Company and NorthView\nSponsor I LLC, as amended by Amendment No. 1 thereto, dated as of April 29, 2026. The vote was as follows:\n\n \n\n**FOR**\n \n**AGAINST**\n \n**ABSTAIN**\n \n**BROKER NON-VOTES**\n\n560,833\n \n196,371\n \n6,777\n \n1,052,524\n\n \n\nThe stockholders were also asked to approve an\namendment to the Company’s 2025 Equity and Incentive Plan (the “Plan”) to increase the number of shares of the Company’s\ncommon stock that are available to be issued pursuant to the Plan from 100,386 to 795,930 shares, an increase of 695,544 shares (such\nthat the pool of shares available under the Plan will represent 15% of the Company’s outstanding shares of common stock, calculated\nbased on 4,510,268 shares of common stock outstanding as of May 7, 2026) (after giving effect to the reverse stock split). The vote was\nas follows:\n\n \n\n**FOR**\n \n**AGAINST**\n \n**ABSTAIN**\n \n**BROKER NON-VOTES**\n\n530,693\n \n228,370\n \n4,918\n \n1,052,524\n\n \n\nThe stockholders were also asked to authorize\nan adjournment or adjournments of the Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if\nthere are not sufficient votes in favor of the first two proposals. The vote was as follows:\n\n \n\n**FOR**\n \n**AGAINST**\n \n**ABSTAIN**\n\n1,315,372\n \n486,390\n \n14,743\n\n \n\nNo other actions were taken at the meeting.\n\n  \n\n1\n\n \n\n \n\n**SIGNATURE**\n\n \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned\nhereunto duly authorized.\n\n \n\nDated: June 23, 2026\n**Profusa, Inc.**\n\n \n \n \n\n \nBy:\n/s/ Ben Hwang\n\n \nName: \nBen Hwang\n\n \nTitle:\nChief Executive Officer\n\n \n\n2"}