Profusa, Inc.
For the period ended Sep 18, 2026. Filed Aug 28, 2026.
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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.
Sep 18, 2026 · Filed Aug 28, 2026
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DEF 14A 1 ea0302274-02.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. )
| Filed by the Registrant | ☒ |
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| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | 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 |
(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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| ☐ | Fee paid previously with preliminary materials. |
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Suite A
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ONSeptember 18, 2026
August 28, 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 September 18, 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.virtualshareholdermeeting.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:
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 September 18, 2028, at a ratio of 1-for-2 to 1-for-12 (the “Range”) provided that the aggregate splits will not exceed 1-for-12, 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”) (the form of which is included as Appendix A to this Proxy Statement); and
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 the Reverse Stock Split Proposal (the “Adjournment Proposal”).
Our Board has fixed the close of business on August 19, 2026 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 the Adjournment Proposal are advisable and in the best interests of the Company and its stockholders 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 and the Adjournment Proposal. 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.
August 28, 2026
By Order of the Board of Directors
/s/ Jack Stover
Jack Stover
Chairman of the Board
On August 17, 2026, the Company effected a reverse stock split of all our outstanding shares of Common Stock at a ratio of 1-for-4 (the “August Reverse Stock Split”). The August Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All share and per share information was retroactively adjusted to reflect the August Reverse Stock Split for all periods presented. Unless the context expressly indicates otherwise, all references to share and per share amounts referred to herein give effect to the August Reverse Stock Split.
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 no effect on the outcome of the Reverse Stock Split Proposal and the Adjournment Proposal, and an abstention will have the same effect as voting “AGAINST” the Adjournment Proposal and will have no effect on the outcome of the Reverse Stock Split Proposal.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on September 18, 2026: This notice of meeting and the accompanying Proxy Statement are available at proxyvote.com.
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.