Profusa, Inc. (PFSA) Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Profusa, Inc. on October 31, 2025, regarding an event dated October 27, 2025. The Company is an emerging growth company incorporated in Delaware, with its principal executive offices in Berkeley, California. Its common stock trades on The Nasdaq Stock Market LLC under the symbol "PFSA."
Key Financial Metrics
The filing does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on regulatory compliance regarding the Company's market capitalization.
Material Changes and Listing Status
On October 27, 2025, Profusa, Inc. received a Notification Letter from Nasdaq indicating non-compliance with the continued listing requirement for the minimum Market Value of Publicly Held Shares (MVPHS). The specific details are as follows:
- Requirement: Maintain an MVPHS of at least $15,000,000 (Nasdaq Listing Rule 5450(b)(2)(C)).
- Deficiency Period: The Company's MVPHS remained below $15,000,000 for 30 consecutive business days from September 12, 2025, through October 24, 2025.
- Immediate Effect: There is no immediate effect on the listing or trading of the Company's common stock; trading continues under the symbol "PFSA."
Outlook, Compliance Plan, and Risks
The Company has been granted a compliance period of 180 calendar days, ending on April 27, 2026, to regain compliance. To achieve this, the Company's MVPHS must close at or above $15,000,000 for a minimum of 10 consecutive business days before the deadline.
If the Company fails to regain compliance by April 27, 2026, Nasdaq will notify the Company that its stock is subject to delisting. In such an event, the Company may appeal the determination to a Nasdaq Hearings Panel or consider transferring its listing to The Nasdaq Capital Market, subject to meeting applicable standards.
The Company intends to actively evaluate options to regain compliance. The filing includes standard forward-looking statements regarding the ability to improve MVPHS, noting that actual outcomes may differ due to market conditions and financial performance.
Key Facts for Investor Verification
- Verify the current Market Value of Publicly Held Shares (MVPHS) to assess proximity to the $15,000,000 threshold.
- Monitor the Company's stock price and share count over the next 10 consecutive business days to track progress toward compliance.
- Review upcoming filings (10-K, 10-Q) for details on the Company's financial performance and specific strategies to increase market value.
- Confirm whether the Company has initiated any capital raising activities or strategic actions to address the deficiency.
- Note the final compliance deadline of April 27, 2026, after which delisting proceedings may commence if requirements are not met.