Profusa To Withdraw S-1 Registration Statement to Pursue a Smaller, More Focused Offering
Rhea-AI Summary
Profusa (Nasdaq: PFSA) will withdraw its Form S-1 registration and will not proceed with the previously contemplated $15 million public offering.
The company said it will instead pursue a smaller, more focused offering to support projected Europe Lumee Oxygen revenue beginning Q2 2026 and investment in its Mayo collaboration to accelerate U.S. plans.
Positive
- Decision avoids $15M offering, preserving flexibility
- Europe Lumee Oxygen revenue projected to start Q2 2026
- Continued Mayo collaboration to accelerate U.S. commercialization
Negative
- Smaller offering may limit near-term capital availability
- Delay in larger fundraising could constrain expansion if projections miss
News Market Reaction – PFSA
On the day this news was published, PFSA declined 14.75%, reflecting a significant negative market reaction. Argus tracked a peak move of +11.3% during that session. Argus tracked a trough of -10.4% from its starting point during tracking. Our momentum scanner triggered 14 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $287K from the company's valuation, bringing the market cap to $2M at that time.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
PFSA was down 3.17% while peers like AIMD and ALUR were up 3.09% and 5.04%, respectively. With peers generally up or flat and PFSA down, the move appeared stock-specific rather than sector-driven.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Feb 19 | Guidance raised | Positive | -4.5% | Raised 2026 revenue guidance and received European Lumee purchase orders. |
| Feb 12 | Strategic collaboration | Positive | -33.4% | Entered know-how agreement with Mayo Clinic for oxygen monitoring applications. |
| Feb 05 | Reverse stock split | Negative | -36.4% | Implemented 1-for-75 reverse split, sharply reducing outstanding shares. |
| Jan 29 | Clinical data update | Positive | -3.4% | Presented positive US pilot results for Lumee oxygen sensors at LINC 2026. |
| Jan 16 | Product launch | Positive | +4.1% | Launched Lumee tissue oxygen healthcare research offerings, initiating first revenue. |
Recent history shows multiple positive operational and clinical updates followed by negative price reactions, while structurally negative events like the reverse split aligned with sharp declines.
Over the past months, Profusa has reported several milestones, including commercial progress and higher 2026 revenue guidance to $1.5M–$3.0M, a Mayo Clinic collaboration, and positive US pilot study data for the Lumee oxygen sensor. It also executed a 1-for-75 reverse split that sharply reduced the share count. Despite these developments, most news events with constructive fundamentals saw negative 24-hour price reactions, suggesting a pattern of selling into good news. Today’s decision to withdraw a $15 million S-1 and pursue a smaller offering fits into this ongoing capital-structure and commercialization narrative.
Market Pulse Summary
The stock dropped -14.8% in the session following this news. A negative reaction despite the withdrawal of a planned $15 million offering would fit a recent pattern where constructive news was followed by selling. The announcement still highlights ongoing capital needs and reliance on a future, smaller offering, against a backdrop of a share price far below the 200-day MA. Investors would need to track future financing terms, execution on projected Q2 2026 Europe Lumee Oxygen revenue, and clinical-commercial milestones when evaluating risk.
Key Terms
form s-1 regulatory
post-effective amendment regulatory
registration statement regulatory
securities and exchange commission regulatory
AI-generated analysis. Not financial advice.
After Reevaluating its Near-term Capital Needs Given the Recent Changes in its Projected 2026 Revenue and Mayo Collaboration, the Company Determined that a
BERKELEY, CA, Feb. 27, 2026 (GLOBE NEWSWIRE) -- Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a commercial stage digital health company pioneering the next generation of technology platform enabling the continuous monitoring of an individual’s biochemistry, announces it has elected not to proceed with its public offering and intends to file a post-effective amendment with the U.S. Securities and Exchange Commission (the “SEC”) for the Company’s Registration Statement on Form S-1 (No. 333-293451), as amended, originally filed with the SEC on February 13, 2026 (the “Registration Statement”). The Company will pursue a smaller, more focused offering to support near-term projected Europe LumeeTM Oxygen product revenue starting in Q2 2026 and investment in its Mayo collaboration to accelerate Lumee Oxygen in the U.S. and develop and commercialize new continuous oxygen monitoring products. No securities were sold in connection with the offering described in the Registration Statement.
“We determined that due to our recently announced commercial and operational progress, a smaller, more focused offering is better aligned with our current operational requirements and in the best interest of the Company and its shareholders. Our decision reflects our continued progress in strengthening our balance sheet; having made important operational progress with commercial operations in anticipation of our projected early Q2 2026 Europe Oxygen market launch; and our targeted U.S. market entry for Lumee Oxygen in late 2026 in collaboration with the Mayo Clinic,” said Ben Hwang, Ph.D., Profusa’s Chairman and CEO.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Company’s common stock or any securities, and there shall not be any offer, solicitation or sale of securities mentioned in the press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such any state or jurisdiction.
About Profusa
Based in Berkeley, CA, Profusa is a commercial stage 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. 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
Why did Profusa (PFSA) withdraw its S-1 and cancel the $15 million offering on February 27, 2026?
What will the smaller, more focused offering for Profusa (PFSA) be used for in 2026?
When does Profusa (PFSA) expect Lumee Oxygen revenue to begin in Europe?
Did Profusa (PFSA) sell any securities under the withdrawn registration statement?
How does the Mayo collaboration factor into Profusa's (PFSA) 2026 plans?
Will Profusa (PFSA) still pursue a U.S. market entry for Lumee Oxygen in 2026?
