Business Context and Reporting Period
This Form 8-K filing by Profusa, Inc. (PFSA) covers the period ending May 13, 2026. The report addresses a significant corporate governance event regarding the company's listing status on The Nasdaq Stock Market LLC.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on regulatory compliance and listing status.
Material Changes
- Nasdaq Transfer Confirmation: On May 13, 2026, the company received confirmation from Nasdaq that it complied with the May 11, 2026 deadline to file an application to transfer to The Nasdaq Capital Market.
- Effective Date: The transfer to The Nasdaq Capital Market is scheduled to become effective at the open of market on May 15, 2026.
- Compliance Context: This transfer follows a May 6, 2026 decision by the Nasdaq Hearings Panel granting an exception to continue listing, subject to interim milestones for compliance with the Bid Price Rule (Rule 5550(a)(2)) and the Equity Rule (Rule 5550(b)(2)).
Outlook, Risks, and Management Commentary
Management intends to take necessary actions to evidence compliance with all applicable listing criteria within the time periods specified by the Panel. However, the filing explicitly states there can be no assurance that the company will achieve compliance or that its common stock will remain listed on The Nasdaq Capital Market.
Forward-Looking Risks: The company highlights risks related to obtaining required stockholder approvals, executing its compliance plan within specified timeframes, and maintaining compliance with the Bid Price Rule. Actual results may differ materially from expectations due to these uncertainties.
Investor Verification Checklist
- Verify the effective date of the transfer to The Nasdaq Capital Market (May 15, 2026).
- Review the specific interim milestones required by the Nasdaq Hearings Panel for continued listing.
- Monitor future filings for updates on the company's ability to regain full compliance with Nasdaq listing standards.
- Check for any press releases or additional disclosures regarding potential reverse stock splits or financing activities mentioned as part of the compliance plan.