UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF THE

SECURITIES EXCHANGE ACT OF 1934

~~DATE~~Date OFof ~~REPORT~~Report (~~DATE~~Date OFof ~~EARLIEST~~earliest ~~EVENT~~event ~~REPORTED~~reported): February 511, 2026

PROFUSA, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	001-41177	86-3437271
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File No.)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

626 Bancroft Way, Suite A

Berkeley, CA 94710

(Address of principal executive offices, ~~and zip~~including zip code)

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

Not Applicable

(Former name or former address, if changed ~~from~~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 ~~(see General Instruction A.2. below)~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-144(c)).

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

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock, par value $.0001 per share	PFSA	The NASDAQ Stock Market LLC
Common Stock, par value $0.0001 per share	PFSA	The Nasdaq Stock Market LLC

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 31.0301. ~~Material~~Entry ~~Modifications~~into ofa ~~Rights~~Material ofDefinitive ~~Security Holders~~Agreement.

ToOn ~~the~~February ~~extent~~11, ~~required~~2026, ~~by Item~~Profusa, 3Inc.03 of(the ~~Form~~“Company”) entered ~~8-K,~~into ~~the~~a ~~information~~know-how ~~contained~~license inagreement ~~Item~~(the ~~5.03~~“License ~~herein~~Agreement”) iswith ~~incorporated~~Mayo byFoundation ~~reference~~for ~~into~~Medical ~~this~~Education ~~Item~~and 3Research (“Mayo”).~~03.~~

~~Item~~Under ~~5.03~~the ~~Amendments~~License Agreement, Mayo granted the Company an exclusive, worldwide license (with the right to ~~Articles~~sublicense) to certain patent rights and a non-exclusive license to related know-how in the fields of ~~Incorporation~~continuous oxygen measurement tools and Critical Limb-Threatening Ischemia (CLTI), including use with the Company’s Lumee product and future versions. The License Agreement has a term ending upon the later of the expiration of the last relevant patent or ~~Bylaws;~~the ~~Change~~15th inanniversary ~~Fiscal~~of ~~Year~~the first commercial sale of the last launched licensed product, after which the license becomes fully paid-up if the Company has met its obligations.

AtMayo ~~the~~will ~~Profusa,~~provide ~~Inc.~~reasonable ~~(the “Company”)~~access ~~special~~to ~~meeting~~its ~~of stockholders completed on January 27, 2026, the stockholders of the Company approved an amendment~~investigators to ~~the~~facilitate ~~Company’s amended and restated certificate of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1~~know-~~for-30~~how totransfer. ~~1-for-200,~~Sublicensing ~~with~~requires ~~such ratio to be determined in the discretion of the Company~~Mayo’s ~~board~~prior ofwritten ~~directors and~~approval ~~with such reverse stock split to be effected at such time~~ and ~~date,~~must ifmeet atspecified ~~all, as determined by the Company’s board of directors, or any of its delegated authorized persons, prior to the two-year anniversary of the special meeting~~conditions.

~~Pursuant~~Financial toterms ~~such~~include ~~authority granted~~royalties byon ~~the~~net ~~Company’s stockholders, the Company’s board of directors authorized the Company’s Chief Executive Officer to determine~~sales ~~the final text~~ of ~~the~~licensed ~~Amendment~~products, ~~including~~milestone ~~the~~payments ~~reverse~~upon ~~stock~~achievement split ratio, and such other changes as may be required to effectuate the reverse stock split. Accordingly, the Company’s Chief Executive Officer approved a one-for-seventy-five (1:75) reverse stock split (the “Reverse Stock Split”) of ~~the~~specified ~~Company’s~~development ~~common stock~~ and ~~the~~commercialization filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on February 9events, ~~2026 (the “Effective Time”),~~ and ~~the Company’s common stock will open for trading on The Nasdaq Capital Market on February 9, 2026 on~~ a ~~post-split~~share ~~basis,~~of ~~under the existing~~sublicense ~~ticker symbol “PFSA” but with a new CUSIP number 74319X 207~~income. The ~~Amendment provides that, at the Effective Time, every seventy-five (75) shares of the~~ Company’s ~~issued~~is ~~and~~required ~~outstanding~~to ~~common~~provide ~~stock~~regular ~~will~~royalty ~~automatically~~reports ~~be combined into one issued~~ and ~~outstanding share~~maintain ofrecords ~~common~~subject ~~stock,~~to ~~without any change in par value per share, which will remain $0~~audit.~~0001.~~

AsThe aforegoing ~~result~~description of the ~~Reverse Stock~~License ~~Split, the number of shares of common stock outstanding will be reduced from approximately 92.4 million shares to approximately~~Agreement ~~1.2~~is ~~million shares, and the number of authorized shares of common stock will remain at 601 million shares. As~~ a ~~result~~summary ~~of the Reverse Stock Split~~only, ~~except~~does asnot ~~set~~purport ~~forth~~to ~~below, proportionate adjustments will~~ be ~~made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options~~complete, ~~restricted stock unit awards, performance stock unit awards,~~ and ~~warrants,~~ ~~which~~is ~~will~~qualified ~~result~~ in aits ~~proportional~~entirety ~~decrease~~by inreference to the ~~number~~full oftext ~~shares~~ of the ~~Company’s common stock reserved for issuance upon exercise or vesting of such stock options~~agreement, ~~restricted stock unit awards, performance stock unit awards, and warrants, and, in the~~a ~~case~~copy of ~~stock~~which ~~options~~is ~~and~~filed ~~warrants,~~(with acertain ~~proportional~~portions ~~increase~~redacted in ~~the~~accordance ~~exercise~~with Item ~~price~~601(b)(10)(iv) of Regulation ~~all~~S-K) ~~such~~herewith ~~stock~~as Exhibit ~~options~~10.1 and ~~warrants.~~is Inincorporated ~~addition, the~~herein ~~number~~by ~~of shares reserved for issuance under the Company’s equity incentive plan immediately prior to the Effective Time will be reduced proportionately~~reference.

NoItem fractional shares will be issued as a result of the Reverse Stock Split, and instead, the Company will pay cash (without interest or deduction) equal to the fraction of one share to which each stockholder of record would otherwise be entitled, multiplied by the closing price of its common stock on Nasdaq on the date of effectiveness of the Reverse Stock Split8.01. ~~The~~Other ~~share amounts set forth in the above paragraph do not take into account any shares which may be paid for in connection with the foregoing treatment of fractional shares~~Events.

~~The~~On ~~summary~~February of12, 2026, the ~~Amendment does~~Company ~~not~~issued ~~purport~~a topress release beannouncing ~~complete~~its ~~and~~entry isinto ~~qualified~~the inLicense ~~its~~Agreement. ~~entirety~~A bycopy ~~reference~~of to the ~~full~~press ~~text~~release ofis ~~the~~filed ~~Amendment,~~herewith aas ~~copy~~Exhibit of99.1 ~~which~~to isthis ~~attached~~Current ~~hereto~~Report ason ~~Exhibit~~Form ~~3.1~~8-K and is incorporated herein by reference.

1Item 9.01. Financial Statements and Exhibits.

Item 8.01 Other Events

Exhibit		Description
10.1		Know-How License Agreement, dated February 11, 2026, by and between Profusa, Inc. and Mayo Foundation for Medical Education and Research
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

On February 5, 2026, the Company issued a press release to announce that it filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to effect a one-for-seventy-five (1~~:75) reverse stock split of its common stock. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.~~

The tables below sets forth the impact of the Reverse Stock Split on the Company’s net loss per common share - basic and diluted and weighted average common shares outstanding - basic and diluted, for the years ended December 31, 2024 and 2023, the three months ended March 31, 2025 and 2024, the three and six months ended June 30, 2025 and 2024, and the three and nine months ended September 30, 2025 and 2024.SIGNATURE

	Dollars in thousands except share and per share data
	Pre-split(1)						Post-split
	Year ended December 31,						Year ended December 31,
	2024			2023			2024			2023
Net loss	$	(9,230	)	$	(10,281	)	$	(9,230	)	$	(10,281	)
Net loss per common share - basic and diluted	$	(4.76	)	$	(5.31	)	$	(357.13	)	$	(398.07	)
Weighted average common shares outstanding - basic and diluted		1,938,392			1,937,039			25,845			25,827

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.

		Pre-split(2)						Post-split
February 13, 2026	Profusa, Inc.
		Three months ended March 31,						Three months ended March 31,
	By:	/s/ Ben Hwang
		2025			2024			2025			2024
	Name:	Ben Hwang
Net loss		$	(2,716	)	$	(2,410	)	$	(2,716	)	$	(2,410	)
	Title:	Chief Executive Officer
Net loss per common share - basic and diluted		$	(1.40	)	$	(1.24	)	$	(105.09	)	$	(93.25	)
Weighted average common shares outstanding - basic and diluted			1,938,392			1,938,392			25,845			25,845

	Pre-split(3)						Post-split
	Three months ended June 30,						Three months ended June 30,
	2025			2024			2025			2024
Net loss	$	(2,348	)	$	(2,071	)	$	(2,348	)	$	(2,071	)
Net loss per common share - basic and diluted	$	(1.21	)	$	(1.07	)	$	(90.85	)	$	(80.13	)
Weighted average common shares outstanding - basic and diluted		1,938,392			1,938,392			25,845			25,845

	Pre-split(3)						Post-split
	Six months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
Net loss	$	(5,064	)	$	(4,481	)	$	(5,064	)	$	(4,481	)
Net loss per common share - basic and diluted	$	(2.61	)	$	(2.31	)	$	(195.94	)	$	(173.38	)
Weighted average common shares outstanding - basic and diluted		1,938,392			1,938,392			25,845			25,845

	Pre-split(4)						Post-split
	Three months ended September 30,						Three months ended September 30,
	2025			2024			2025			2024
Net loss	$	(22,192	)	$	(2,497	)	$	(22,192	)	$	(2,497	)
Net loss per common share - basic and diluted	$	(0.70	)	$	(1.29	)	$	(52.45	)	$	(96.61	)
Weighted average common shares outstanding - basic and diluted		31,731,118			1,938,392			423,081			25,845

	Pre-split(4)						Post-split
	Nine months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
Net loss	$	(27,256	)	$	(6,978	)	$	(27,256	)	$	(6,978	)
Net loss per common share - basic and diluted	$	(2.29	)	$	(3.60	)	$	(171.70	)	$	(269.99	)
Weighted average common shares outstanding - basic and diluted		11,905,811			1,938,392			158,744			25,845

(1)	The pre-split amounts represent amounts from the Company’s Annual report on Form 10-K, Note 2 for the year ended December 31, 2024.
(2)	The pre-split amounts represent amounts from the Company’s Quarterly report on Form 10-Q, Note 2 at March 31, 2025.
(3)	The pre-split amounts represent amounts from the Company’s Quarterly report on Form 10-Q, Note 2 at June 30, 2025.
(4)	The pre-split amounts represent amounts from the Company’s Quarterly report on Form 10-Q, Note 2 at September 30, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Profusa, Inc., filed with the Secretary of State of the State of Delaware.
99.1		Press Release dated February 5, 2026
104		Cover page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

February 5, 2026	Profusa, Inc.
	By:	/s/ Ben Hwang
	Name:	Ben Hwang
	Title:	Chief Executive Officer

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