{"url_path":"/sec/pfsa/8-k/2026-07-06/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1859807/0001213900-26-075502-index.html","accession_number":"0001213900-26-075502","cik":"0001859807","ticker":"PFSA","issuer_name":"Profusa, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1859807/0001213900-26-075502-index.html","primary_entity_key":"0001859807","primary_entity_name":"Profusa, Inc."},"word_count":640,"has_tables":true,"body_markdown":"**Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change\nin Fiscal Year.**\n\n \n\nAt the Profusa, Inc. (the\n“Company”) annual meeting of stockholders completed on June 23, 2026, the stockholders of the Company approved an amendment\nto the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect the reverse stock split\nat 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\nand 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,\nor any of its delegated authorized persons, prior to the two-year anniversary of the annual meeting.\n\n \n\nPursuant to such authority\ngranted by the Company’s stockholders, the Company’s board of directors authorized the Company’s Chief Executive Officer\nto determine the final text of the Amendment, including the reverse stock split ratio, and such other changes as may be required to effectuate\nthe reverse stock split. Accordingly, the Company’s Chief Executive Officer approved a one-for-twenty-five (1:25) reverse stock\nsplit (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse\nStock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split will become effective\nin 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\ncommon stock will open for trading on The Nasdaq Capital Market on July 7, 2026 on a post-split basis, under the existing ticker symbol\n“PFSA” but with a new CUSIP number 74319X 306. The Amendment provides that, at the Effective Time, every twenty-five (25)\nshares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share\nof common stock, without any change in par value per share, which will remain $0.0001.\n\n \n\nAs a result of the Reverse\nStock Split, the number of shares of common stock outstanding will be reduced from approximately 13.2 million shares to approximately\n530 thousand shares, and the number of authorized shares of common stock will remain at 601 million shares. As a result of the Reverse\nStock Split, except as set forth below, proportionate adjustments will be made to the per share exercise price and/or the number of shares\nissuable upon the exercise or vesting of all outstanding stock options, restricted stock unit awards, performance stock unit awards, and\nwarrants, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance\nupon exercise or vesting of such stock options, restricted stock unit awards, performance stock unit awards, and warrants, and, in the\ncase of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition,\nthe number of shares reserved for issuance under the Company’s equity incentive plan immediately prior to the Effective Time will\nbe reduced proportionately.\n\n \n\nNo fractional shares will\nbe issued as a result of the Reverse Stock Split, and instead, the Company will pay cash (without interest or deduction) equal to the\nfraction of one share to which each stockholder of record would otherwise be entitled, multiplied by the closing price of its common stock\non Nasdaq on the date of effectiveness of the Reverse Stock Split. The share amounts set forth in the above paragraph do not take into\naccount any shares which may be paid for in connection with the foregoing treatment of fractional shares.\n\n \n\nThe summary of the Amendment\ndoes 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\nhereto as Exhibit 3.1 and is incorporated herein by reference.\n\n \n\n1"}