Profusa, Inc.
For the period ended Oct 7, 2025. Filed Sep 23, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 7, 2025 · Filed Sep 23, 2025
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DEF 14A 1 ea0256692-02.htm DEFINITIVE PROXY STATEMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | ☒ |
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| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Materials Pursuant to Rule 14a-12 |
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Suite A
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ONOCTOBER 7, 2025
September 22, 2025
Dear Fellow Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend the 2025 special meeting of stockholders (the “Special Meeting”) of Profusa, Inc., which will be held on October 7, 2025, beginning at 10:00 a.m., Eastern Time.
The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via teleconference. The dial-in information for the meeting can be found atwww.cleartrustonline.com/pfsa. In addition, you will be able to register to attend, vote and examine the list of Stockholders entitled to vote at the Special Meeting by visitingwww.cleartrustonline.com/pfsaand entering the twelve-digit control number found on your proxy card, included in your proxy materials. If you are a stockholder of record, you may vote by mail, by toll-free telephone number or, by using the Internet. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the Company. The virtual meeting format allows attendance from any location in the world.
Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote online or by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are in the proxy materials you received for the Special Meeting.
The sole purpose of the Special Meeting is to consider and vote upon:
Proposal 1 — Convertible Notes Proposal: A proposal to approve, for the purpose of complying with the applicable provisions of The Nasdaq Stock Market LLC Listing Rule 5635(d), the potential issuance in excess of 19.99% of our outstanding shares of common stock upon the conversion of certain senior secured convertible notes.
Proposal 2 — Proposal to Increase Authorized Shares: A proposal to approve an amendment to the Company’s amended and restated certificate of incorporation to increase the authorized number of shares of common stock from 300,000,000 shares to 600,000,000 shares.
Our Board has fixed the close of business on September 22, 2025 as the date for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.
After careful consideration of all relevant factors, the Board has determined that the Convertible Notes Proposal and the Increase in the Authorized Shares Proposal is advisable and recommends that you vote or give instruction to vote “FOR” such proposal.
Enclosed is the Proxy Statement containing detailed information concerning the Convertible Notes Proposal, the Proposal to Increase Authorized Shares, and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.
On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.
September 22, 2025
By Order of the Board of Directors
/s/ Ben C. Hwang
Ben C. Hwang, Ph.D.
Chairman of the Board
Your vote is important. If you are a stockholder of record, please vote online or by telephone, or sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Special Meeting. If you are a stockholder of record, you may also cast your vote online at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting “AGAINST” the Convertible Notes and Authorized Shares Proposals, and an abstention will have the same effect as voting “AGAINST” the Convertible Notes and Authorized Shares Proposal.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on October 7, 2025: This notice of meeting and the accompanying Proxy Statement are availableat www.cleartrustonline.com/pfsa.
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.