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Red Flags Detected

  • Going Concern (new) — The outgoing auditor's report on fiscal 2025 contained a going-concern paragraph, meaning substantial doubt about the company's ability to continue operating.
  • Material Weakness (new) — The company disclosed unremediated material weaknesses in internal controls over financial reporting, including lack of segregation of duties and insufficient technical accounting expertise.
  • Auditor Change (new) — The company dismissed its auditor CBIZ and engaged WithumSmith+Brown, PC as the new independent registered public accounting firm.
NASDAQ: PFSA Profusa, Inc. 8-K

Profusa dismisses auditor CBIZ after going-concern warning and material weaknesses; hires Withum

Filed October 9, 2026 · Period ending October 5, 2026 · ~1 min read

4 key changes 3 high relevance 3 red flags 1 section

Key Changes

  • high

    Profusa dismissed CBIZ CPAs as its independent auditor on October 5, 2026, a decision approved by the Audit Committee and Board.

  • high

    CBIZ's fiscal 2025 report included a going-concern paragraph expressing substantial doubt about Profusa's ability to continue operating.

  • high

    The company disclosed unremediated material weaknesses in internal controls, including lack of segregation of duties and insufficient technical accounting expertise.

  • medium

    Profusa engaged WithumSmith+Brown as its new independent auditor for fiscal 2026, effective October 6, 2026.

Summary

Profusa dismissed its auditor CBIZ CPAs on October 5, 2026, and hired WithumSmith+Brown the next day. The outgoing auditor's report on fiscal 2025 included a going-concern paragraph, meaning substantial doubt about the company's ability to continue operating.

The company also disclosed unremediated material weaknesses in internal controls over financial reporting, including lack of segregation of duties and insufficient technical accounting expertise. For retail holders, the auditor change is a serious signal.

A going-concern warning from the prior auditor and unremediated internal control weaknesses raise questions about the reliability of financial reporting and the company's financial stability. The new auditor will need to address these issues, but the underlying problems remain. Investors should watch whether the new auditor issues a clean opinion or repeats the going-concern warning, and whether the company makes progress remediating its internal control weaknesses.

Section-by-Section Diff

Event · Item 4.01 — Changes in Registrant's Certifying Accountant

~900 words

Profusa dismissed auditor CBIZ and engaged WithumSmith+Brown; CBIZ's 2025 report had a going-concern paragraph and unremediated material weaknesses.

1 Added
Added Material weaknesses in internal controls high

Added in current filing · verify on EDGAR →

except for the material weaknesses in the Company’s internal control over financial reporting related to the lack of segregation of duties in the financial statement close process, lack of review controls and expertise to ensure accurate valuations and accounting of financial instruments, and lack of technical accounting expertise and internal controls to ensure accurate preparation of financial statements in accordance with U.S. GAAP including complex debt and equity instruments

The company notes it has identified material weaknesses in internal control over financial reporting in the past and may do so again that had not been remediated as of June 30, 2026. These weaknesses relate to segregation of duties, review controls, and technical accounting expertise.

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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 9, 2026 · How we verify