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): September 18, 2026

PROFUSA, INC.

(Exact name of registrant as specified in its charter)

626 Bancroft Way, Suite A

Berkeley, CA 94710

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (925) 997-6925

Not Applicable

(Former name or former address, if changed since 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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.07 Submission of Matters to a Vote of Security Holders. 

On September 18, 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 August 28, 2026, and were transmitted to all stockholders that held of record as of August 19, 2026 (the “Record Date”). As of the close of business on the Record Date, there were 605,647 shares of the Company’s common stock outstanding, each share being entitled to one vote. At the Meeting, the holders of 287,890 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 the Company’s Board of Directors, effect one or more reverse stock splits over the course of the next two years of the Company’s issued and outstanding common stock, at a ratio of 1-for-2 to 1-for-12, provided that the aggregate splits will not exceed a ratio of 1-for-12, with the exact ratio within such range to be determined at the discretion of the Company’s Board of Directors (or any of its delegated authorized persons) at its or their discretion without further approval or authorization of the Company’s stockholders (the “Reverse Stock Split Proposal”). The vote was as follows:

The stockholders were also asked to authorize an adjournment or adjournments of the 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 Reverse Stock Split Proposal. The vote was as follows: 

No other actions were taken at the meeting.

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.