Profusa, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring between April 24, 2026, and April 29, 2026. Profusa, Inc. (PFSA), a Delaware corporation listed on The Nasdaq Stock Market LLC, reported material agreements regarding debt modification, warrant amendments, and a failure to maintain Nasdaq listing standards.
Key Financial Metrics and Obligations
- Debt Obligation: The outstanding principal amount of the Promissory Note held by NorthView Sponsor I LLC is $1,869,796.
- Note Terms: The Note is non-interest bearing with a maturity date of December 31, 2026.
- Conversion Terms: The Holder may convert the Note into common stock at a price equal to the greater of 95% of the closing price on the conversion date or $0.35 per share.
- Warrant Details: Ascent Partners Fund LLC holds a warrant to purchase up to 3,333,333 shares at an exercise price of $0.50 per share, exercisable until April 20, 2031.
- Liquidity and Cash Flow: The filing text does not provide specific values for revenue, profit, cash flow, or overall liquidity positions.
Material Changes and Listing Status
On April 28, 2026, Profusa received notification from Nasdaq that it failed to regain compliance with Listing Rule 5450(b)(1)(C), which requires a minimum market value of publicly held shares of $15,000,000. The company missed the April 27, 2026 deadline to cure this deficiency. Additionally, the company faces pending decisions regarding separate deficiencies under the Bid Price Rule (minimum $1.00 closing bid) and the Market Value of Listed Securities Rule (minimum $50 million).
On April 24, 2026, the company amended its Promissory Note to allow for conversion into common stock. On April 29, 2026, an amendment was added to restrict the issuance of conversion shares to 19.99% of outstanding shares unless stockholder approval is obtained. The company must seek this approval within 90 days of the amendment.
Guidance, Risks, and Contingencies
- Delisting Risk: There is no assurance that the Nasdaq Hearings Panel will grant the company's request for continued listing. The company intends to submit a written response by May 5, 2026.
- Warrant Amendment: On April 29, 2026, the company amended a warrant held by Ascent Partners Fund LLC to remove automatic conversion or assumption provisions in the event of a Fundamental Transaction.
- Forward-Looking Statements: Management cautions that actual results may differ materially from projections due to risks including the outcome of the Nasdaq listing review and general market conditions.
Key Facts for Investor Verification
- Verify the current status of the Nasdaq Hearings Panel decision regarding the company's listing compliance.
- Confirm the timeline and outcome of the required stockholder approval for the 19.99% exchange cap on the convertible note.
- Review the company's most recent 10-K or 10-Q for detailed financial statements, as this 8-K does not contain revenue or cash flow data.
- Monitor the stock price relative to the $0.35 conversion floor and the $1.00 Nasdaq bid price requirement.