Profusa, Inc.

DEF 14A 1 ea0271275-01.htm 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. )

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 27, 2026

January 2, 2026

Dear Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2026 special meeting of stockholders (the “Special Meeting”) of Profusa, Inc., which will be held on January 27, 2026, beginning at 10:00 a.m., Eastern Time.

The Special Meeting will be a completely virtual meeting of stockholders, which will be held atwww.virtu alshareholdermeeting.com/PFSA2026SM. 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 visiting proxyvote.com and entering the sixteen-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 — Reverse Stock Split Proposal: A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to, at the discretion of our Board of Directors, effect one or more reverse stock splits over the course of the next two years (the “Reverse Stock Split”) with respect to our issued and outstanding common stock, par value $0.0001 per share (the “common stock”), 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 (the “Range”) provided that the aggregate splits will not exceed 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 (such action is referred to herein as the “Reverse Stock Split” and such proposal is referred to herein as the “Reverse Stock Split Proposal” or “Proposal One”);

• Proposal 2 — Auditor Proposal: A proposal 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 “Auditor Proposal” or “Proposal Two”); and

• Proposal 3 — Adjournment Proposal: A proposal 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 Proposal One or Proposal Two (the “Adjournment Proposal” or “Proposal Three”).

Our Board has fixed the close of business on December 23, 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 Reverse Stock Split Proposal and Auditor Proposal are advisable and recommends that you vote or give instruction to vote “FOR” each proposal.

Enclosed is the Proxy Statement containing detailed information concerning the Reverse Stock Split Proposal, Auditor Proposal 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.

January 2, 2026

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 Reverse Stock Split Proposal and the Auditor Proposal, and an abstention will have the same effect as voting “AGAINST” the Reverse Stock Split Proposal and the Auditor Proposal.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on January 27, 2026: This notice of meeting and the accompanying Proxy Statement are available at proxyvote.com.

PROXY STATEMENT

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SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 27, 2026

PROXY STATEMENT

This proxy statement contains information related to the Special Meeting of Stockholders (the “Special Meeting”) to be held on January 27, 2026 at 10:00 a.m. Eastern Time, or at such other time and place to which the Special Meeting may be adjourned or postponed. We are planning to hold the Special Meeting virtually atwww.virtu alshareholdermeeting.com/PFSA2026SM. The enclosed proxy is solicited by the Board of Directors (the “Board”) of Profusa, Inc. (the “Company”). The proxy materials relating to the Special Meeting will first be made available to stockholders entitled to vote at the Special Meeting on or about January 7, 2026. A list of record holders of the Company’s common stock entitled to vote at the Special Meeting will be available for examination by any stockholder, for any purpose germane to the Special Meeting, at our principal offices at 626 Bancroft Way, Suite A, Berkeley, California 94710, during normal business hours for ten days prior to the Special Meeting (the “Stockholder List”) and available during the Special Meeting.

Our proxy materials including our Proxy Statement for the Special Meeting are included herewith and are also available on the Internet at proxyvote.com.

In this Proxy Statement, the terms the “Company,” “we,” “us,” and “our” refer to Profusa, Inc. The mailing address of our principal executive offices is Profusa, Inc., 626 Bancroft Way, Suite A, Berkeley, California 94710.