Profusa filed a resale prospectus supplement for the offer and resale of up to 7,170,891 shares of Common Stock by selling stockholders. The shares have a par value of $0.0001 per share. The company will not receive any proceeds from the resale of these shares by the selling stockholders.

Share Breakdown

The Common Stock being offered for resale consists of four categories:

Potential Proceeds for Profusa

While Profusa will not receive proceeds from the resale, it may receive up to $100,000,000 in aggregate gross proceeds from sales of the Purchase Shares to Ascent Partners Fund LLC. This is subject to the company's discretion and occurs pursuant to the common stock purchase agreement dated July 28, 2025.

The company may also receive proceeds from any cash exercise of the Ascent Inducement Warrants. If all 133,333 Ascent Inducement Warrant Shares are exercised for cash, aggregate gross proceeds would total $1,666,666.50. The company noted it cannot predict if or when these warrants will be exercised, and they may be exercised on a cashless basis or expire unexercised.

Profusa, Inc. has filed an amendment to its amended and restated certificate of incorporation to effect a one-for-twenty-five (1:25) reverse stock split of its common stock. The reverse stock split will take effect at 12:01 am (Eastern Time) on July 7, 2026. The company’s common stock will open for trading on The Nasdaq Global Market on July 7, 2026, on a post-split basis under the existing ticker symbol "PFSA" but with a new CUSIP number 74319X 306.

As a result of the reverse stock split, every twenty-five shares of the company’s common stock issued and outstanding prior to the opening of trading on July 7, 2026, will be consolidated into one issued and outstanding share. The nominal par value per share will remain unchanged at $0.0001. No fractional shares will be issued; instead, stockholders of record entitled to a fractional share will receive a cash payment in lieu of that fractional share.

The reverse stock split will reduce the number of shares of common stock outstanding from approximately 13.2 million shares to approximately 530 thousand shares. The number of authorized shares of common stock will remain at 601 million shares.

Share Impact

Based in Berkeley, California, Profusa is a commercial-stage digital health company developing tissue-integrated sensors to detect and continuously transmit medical-grade data. The company's platform includes injectable biosensors and an intelligent data platform designed to provide personalized biochemical signatures for clinical use.