Profusa, Inc. 8K

Profusa, Inc. created a new Series A Non-Voting Convertible Preferred Stock series to issue in connection with an Option Agreement, which will automatically and optionally convert into common stock after stockholder approval, subject to ownership limits and detailed conversion terms.

Profusa, Inc. filed a Certificate of Designation establishing a new series of preferred stock, the Series A Non-Voting Convertible Preferred Stock, authorizing 130,000 shares with a par value of $0.0001 per share and a 1,000:1 conversion ratio into common stock, subject to stockholder approval and individual beneficial ownership limits. The Series A shares are non-voting except for protective provisions, rank senior to common stock only for a minimal liquidation preference, participate with common stock in dividends on an as-converted basis, and are not redeemable. They are being issued primarily pursuant to an Option Agreement with the equityholders of G3 Vision Labs Inc. and related entities, with automatic conversion triggered after stockholder approval and subsequent optional or additional automatic conversions, all constrained by Nasdaq-related stockholder approval rules and 4.9%–19.99% beneficial ownership caps. The instrument includes detailed mechanics on conversion, notice, delivery, buy-in remedies, anti-dilution adjustments, treatment in Fundamental Transactions, transfer restrictions tied to the Option Agreement, and record-keeping, and was approved by Profusa’s board on July 30, 2026 and executed by its Chief Financial Officer on July 31, 2026.

Filing Facts

CIK

1859807

Ticker

-

Form

8K

Source Type

sec

Accession

0001213900-26-084064

Alert Tier

6