Profusa, Inc 8-K, filed Aug 31, 2026
Profusa, Inc. (PFSA)
About this 8-K
Profusa, Inc filed this 8-K on August 31, 2026, reporting on events of August 26, 2026.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On August 26, 2026, Profusa, Inc. (the “Company”) received a letter (the “Determination Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that following the effectiveness of its recent 1-for-4 reverse stock split, the Company had fewer than the 500,000 publicly held shares required under Nasdaq Listing Rule 5550(a)(4) (the “Publicly Held Shares Requirement”). The Determination Letter further stated that based on the Company’s correspondence with Nasdaq on August 21, 2026, Nasdaq determined that the Company complies with the Publicly Held Shares Requirement as of August 21, 2026 and no further action is required.
The Determination Letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market, and the Company’s common stock will continue to trade under the symbol “PFSA” during the compliance period.
The Company intends to continue to monitor its compliance with all applicable Nasdaq continued listing requirements.
This report is being filed to comply with Nasdaq Listing Rule 5810(b), which requires prompt public disclosure of receipt of the Determination Letter. The Company will also submit the announcement to Nasdaq’s MarketWatch Department as required by Nasdaq rules.
Forward-Looking Statements. This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the outcome of the Panel’s pending decision regarding the Company’s compliance with the Bid Price Rule, MVLS Rule, and the MVPHS Rule, the Company’s ability to regain compliance with Nasdaq listing standards, the potential conversion of the Note into shares of Common Stock pursuant to the Note Modification and Conversion Agreement, and the effect of the Warrant Amendment on the Holder’s rights in connection with Fundamental Transactions. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties, many of which are beyond management’s control, that could cause actual results to differ materially from those described in the forward-looking statements, as well as risks relating to general economic conditions, market conditions, interest rates, and other factors. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in the reports we file with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 31, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| 1 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| August 31, 2026 | Profusa, Inc. | |
| By: | /s/ Jack Stover | |
| Name: | Jack Stover | |
| Title: | Chief Executive Officer | |
| 2 |
Exhibit 99.1
Profusa, Inc. Announces Compliance with Nasdaq Publicly Held Shares Requirement
Berkeley, CA, Aug. 31, 2026 (GLOBE NEWSWIRE) -- Profusa, Inc. (Nasdaq: PFSA) (the “Company”) announced that it has received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that on August 14, 2026, following the effectiveness of the Company’s 1-for-4 reverse stock split, the Company had less than the 500,000 publicly held shares required under Nasdaq Listing Rule 5550(a)(4) (the “Rule”). The Notice further stated that based on the Company’s correspondence with Nasdaq on August 21, 2026, Nasdaq has determined that the Company complies with the Rule as of August 21, 2026, and that Nasdaq’s review of the Company’s compliance with the Rule is now closed.
The Notice has no effect on the listing or trading of the Company’s securities, which continue to trade on The Nasdaq Capital Market under the symbol “PFSA.”
This announcement is made in accordance with Nasdaq Listing Rule 5810(b), which requires prompt public disclosure of receipt of a deficiency notification.
About Profusa, Inc.
Based in Berkeley, California, Profusa is a digital health company developing a new generation of tissue-integrated sensors to detect and continuously transmit actionable, medical-grade data for personal and medical use. With its long-lasting, injectable and affordable biosensors and its intelligent data platform, Profusa aims to provide people with a personalized biochemical signature rooted in data that clinicians can trust and rely on.
Forward Looking Statements
Certain statements in this press release (this “Press Release”) may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, without limitation, the timing and completion of the reverse split. Forward-looking statements generally relate to future events or future financial or operating performance of Profusa. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “propose,” “seek,” “should,” “strive,” “will,” or “would” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which may be beyond the control of Profusa and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Profusa and its management, are inherently uncertain. Profusa cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. There are risks and uncertainties described in the definitive proxy/final prospectus relating to the business combination, which has been filed with the SEC, and in other documents filed by Profusa from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Profusa cannot assure you that the forward-looking statements in this communication will prove to be accurate.
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