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Profusa Shareholders Approve Strategic Initiatives at 2026 Annual Meeting, Supporting PanOmics Acquisition, Balance Sheet Strengthening and Nasdaq Compliance Efforts

(Positive)

Profusa (Nasdaq: PFSA) shareholders approved all proposals at the June 23, 2026 annual meeting. Key approvals include authorization for the planned acquisition of the PanOmics multi-omics diagnostics platform, debt conversion-related matters to strengthen the balance sheet, and a potential reverse stock split to support Nasdaq listing compliance.

Shareholders also approved a director election, an amendment to the equity incentive plan, and adjournment authority, which Profusa believes will help advance strategic initiatives, support capital structure improvements, and position the company for long-term growth.

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Positive

  • Shareholder authorization for planned PanOmics multi-omics diagnostics platform acquisition
  • Approval of debt conversion-related matters to strengthen the balance sheet
  • Authorization for a reverse stock split to support Nasdaq listing compliance efforts
  • Shareholder backing for equity incentive plan amendment to support future initiatives
  • Company cites potential expansion into multiple high-growth diagnostics and monitoring markets

Negative

  • Company indicates ongoing need to maintain compliance with Nasdaq listing standards

News Market Reaction – PFSA

-9.72% 16.1x vol
42 alerts
-9.72% Session close to close
+44.2% Peak Tracked
-33.3% Trough Tracked
$671,078 Market Cap
16.1x Rel. Volume

In the Jun 24 session, PFSA declined 9.72%, reflecting a notable negative market reaction. Argus tracked a peak move of +44.2% during that session. Argus tracked a trough of -33.3% from its starting point during tracking. Our momentum scanner triggered 42 alerts that day, indicating elevated trading interest and price volatility. Trading volume was exceptionally heavy at 16.1x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -9.7% in the session following this news. A negative reaction despite positive gover...
Analysis

The stock moved -9.7% in the session following this news. A negative reaction despite positive governance outcomes fits PFSA’s pattern where complex financing and listing-related steps have often pressured shares. Approved levers like debt conversion and reverse split flexibility, plus moderate short interest, can add uncertainty around future equity impact.

Key Figures

Registered resale shares: 179,272,293 shares ELOC capacity: $100,000,000 Convertible notes principal: $7.0 million +5 more
8 metrics
Registered resale shares 179,272,293 shares Common Stock registered for resale by selling stockholders (424B3, Jun 8, 2026)
ELOC capacity $100,000,000 Maximum aggregate gross proceeds under ELOC Purchase Agreement with Ascent
Convertible notes principal $7.0 million Aggregate principal of notes convertible into up to 20,027,859 shares (424B3, Jun 8, 2026)
Reverse split range 1-for-10 to 1-for-200 Board authority range for reverse stock split proposal through June 4, 2028
PanOmics consideration $30,000,000 Convertible preferred stock consideration for Bio Insights LLC asset purchase
Management equity grant 12% of fully diluted stock Proposed post-transaction common stock for management retention
2025 Plan reserve 778,283 shares Equity plan share reserve after proposed increase (15% of outstanding shares)
Sponsor note principal $1,869,796 Outstanding principal on amended promissory note with NorthView Sponsor I LLC

Historical Context

5 past events · Latest: Jun 12 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jun 12 Regulatory progress update Positive -19.0% Update on CE Mark review package for Lumee Oxygen Platform under MDR process.
Jun 10 Proxy/voting solicitation Negative -9.7% Letter urging approvals for financing, PanOmics asset acquisition and Nasdaq compliance tools.
May 15 Listing market transfer Positive +3.7% Transfer of listing to Nasdaq Capital Market as part of compliance milestones.
May 08 Nasdaq determination Positive +5.3% Favorable Nasdaq Hearings Panel decision allowing transfer to Capital Market with milestones.
May 05 Strategic alternatives Negative -6.6% Launch of strategic review and PanOmics Assay asset purchase agreement disclosure.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

News on Nasdaq listing steps and financing has mostly seen price moves align with the news tone, with the recent CE Mark update a notable divergence.

Key Terms

reverse stock split, nasdaq listing standards, form 8-k
3 terms
reverse stock split financial
"authorization for a reverse stock split if deemed necessary by the Board to support Nasdaq"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
nasdaq listing standards regulatory
"continuing its efforts to maintain compliance with Nasdaq listing standards, strengthening its capital"
Nasdaq listing standards are the set of rules a company must meet to be admitted to and remain on the Nasdaq stock market, covering financial thresholds (like minimum share price and earnings), reporting and disclosure, and board and governance practices. They matter to investors because meeting these standards signals a baseline of financial health and transparency, reduces the risk of sudden delisting, and helps ensure a market with enough buyers and sellers—like a safety checklist that keeps the trading venue orderly and trustworthy.
form 8-k regulatory
"Detailed voting results from the Annual Meeting were reported in a Current Report on Form 8-K filed"
A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BERKELEY, Calif., June 24, 2026 (GLOBE NEWSWIRE) -- Profusa, Inc. (Nasdaq: PFSA), a digital health company pioneering next-generation biosensing technologies, announces that shareholders approved all proposals presented at the Company’s 2026 Annual Meeting of Shareholders held on June 23, 2026. 

The approved proposals included authorization related to the Company's planned acquisition of the PanOmics™ multi-omics diagnostics platform from BioInsights LLC, approval of debt conversion-related matters intended to strengthen the Company's balance sheet, authorization for a reverse stock split if deemed necessary by the Board to support Nasdaq listing compliance efforts, the election of a director, an amendment to the Company's equity incentive plan, and authority to adjourn the meeting if additional shareholder solicitation became necessary.

Collectively, the approved proposals provide Profusa with important tools to advance key strategic initiatives, strengthen its capital structure, support ongoing Nasdaq compliance efforts and position the Company for future growth.

"In my recent letter to shareholders, I emphasized the importance of participation in this year's Annual Meeting and the significance of these proposals to Profusa's future," said Ben Hwang, Ph.D., CEO & Chairman of the Board of Profusa. "We are grateful that our shareholders responded with their support. Today's outcome reflects a strong endorsement of the Company's strategic direction and provides management with important flexibility to execute on initiatives designed to strengthen the Company, advance innovation and create long-term shareholder value.

"We believe the proposals approved by shareholders unlock strategic levers for the evolution of Profusa including supporting our efforts to complete the PanOmics transaction, strengthening our balance sheet and maintaining compliance with Nasdaq listing requirements. Together, these actions enhance our ability to execute on our vision of building a leading precision health company at the intersection of biosensing, diagnostics and artificial intelligence," added. Dr. Hwang.

A key component of the shareholder vote was approval of the proposal supporting the Company's previously announced acquisition of PanOmics. Profusa believes the acquisition has the potential for strategic expansion into multiple high-growth markets and establishing a scalable  diagnostics and monitoring platform that can work synergistically with Profusa’s  biosensor platform.

With shareholder approval now secured, Profusa intends to focus on completing the PanOmics transaction, continuing its efforts to maintain compliance with Nasdaq listing standards, strengthening its capital structure, advancing commercialization initiatives and pursuing strategic opportunities designed to drive long-term growth.

Detailed voting results from the Annual Meeting were reported in a Current Report on Form 8-K filed on June 23, 2026 with the U.S. Securities and Exchange Commission.

About Profusa

Based in Berkeley, CA, Profusa is a digital health company led by visionary scientific founders, an experienced management team and a world-class board of directors in the development of 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.

“LUMEE”, “PROFUSA” and the PROFUSA logo are registered trademarks of Profusa, Inc. in the United States, Canada, European Union, China, Japan, South Korea and Australia.

For more information, visit https://profusa.com.

Special Note Regarding Forward-Looking Statements

Certain statements in 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 generally relate to future events or future financial or operating performance of Profusa, including statements regarding the proposed acquisition, the anticipated launch of PanOmics DX™, and Profusa’s strategic plans. 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 including, without limitation, risks related to the Company's planned European and U.S. product launches, the risk that such product launches may not result in revenue at the levels anticipated, the risk that customer demand may be less than expected, and risks relating to the Company’s withdrawal of the Registration Statement and conducting a smaller offering of its securities. 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 more fully in the Company's public filings made 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.

Contacts

Investor and Media Contacts
email:  info@coreir.com
phone:  1 (212) 655-0924


FAQ

What did Profusa (NASDAQ: PFSA) shareholders approve at the 2026 annual meeting?

Profusa shareholders approved all proposals at the 2026 annual meeting, including PanOmics acquisition authorization and balance sheet measures. According to Profusa, approvals also covered reverse stock split authorization, a director election, an equity incentive plan amendment, and meeting adjournment authority to support strategic and capital structure initiatives.

What is the PanOmics acquisition approved by Profusa (PFSA) shareholders in June 2026?

Shareholders authorized Profusa’s planned acquisition of the PanOmics multi-omics diagnostics platform from BioInsights. According to Profusa, the company believes PanOmics could enable expansion into multiple high-growth markets and create a scalable diagnostics and monitoring platform that works synergistically with Profusa’s biosensor technology.

How does the 2026 shareholder vote affect Profusa (PFSA) Nasdaq listing compliance?

The vote authorized a potential reverse stock split if the board deems it necessary to support Nasdaq compliance. According to Profusa, the company intends to continue efforts to maintain compliance with Nasdaq listing standards while executing broader strategic and capital structure initiatives.

What balance sheet actions did Profusa (PFSA) shareholders support in June 2026?

Shareholders approved debt conversion-related matters intended to strengthen Profusa’s balance sheet. According to Profusa, these approvals are part of a broader set of tools to improve the company’s capital structure while it advances commercialization initiatives and pursues strategic opportunities for long-term growth.

Has Profusa (PFSA) completed the PanOmics transaction after the 2026 shareholder vote?

As of the 2026 annual meeting, Profusa described PanOmics as a planned acquisition, not yet completed. According to Profusa, with shareholder approval secured, the company intends to focus on completing the PanOmics transaction and integrating it within its broader precision health strategy.

How do the 2026 Profusa (PFSA) shareholder approvals support long-term growth?

The approvals provide Profusa with tools for acquisitions, balance sheet strengthening, and listing compliance support. According to Profusa, these actions are intended to advance innovation, support commercialization, and pursue strategic opportunities that the company believes can drive long-term shareholder value and growth.