Profusa, Inc. entered into a non-binding term sheet to acquire a privately held commercial-stage health diagnostics and toxicology testing company, with the combined business expected to operate as a public diagnostics company with national CLIA-certified laboratories and recurring revenues. Based on unaudited management information, the target’s 2025 net revenues are estimated at approximately $111 million. The potential transaction remains subject to due diligence, definitive agreements, regulatory and stock exchange reviews, debt conversions, audited financials, and required shareholder and third-party approvals, and either party may decline to proceed.
The term sheet contemplates consideration to the target’s stockholders consisting of Profusa common stock equal to 19.99% of Profusa’s then-issued and outstanding common shares, with the remainder in non-voting convertible preferred stock, and an exchange of Profusa’s outstanding convertible notes and obligations into preferred stock. Concurrent with closing and subject to due diligence and documentation, Profusa expects to raise approximately $7 million via a subordinated convertible note with a 12‑month term, 9% original issue discount, and 7% annual interest (18% in default. Leadership changes include appointing Jack Stover as Executive Chairman and Chief Executive Officer, transitioning former CEO and Chair Ben Hwang, PhD to President (and later non-director), and adding Liviu Goldenberg as an independent director.
Profusa, Inc. is implementing a one-for-twenty-five reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on July 7, 2026. Every 25 existing shares will be combined into 1 share, with the par value remaining $0.0001 per share.
After the split, outstanding common shares will shrink from approximately 13.2 million to about 530 thousand, while authorized shares stay at 601 million. The stock will begin trading on a post-split basis on Nasdaq under the same ticker, PFSA, but with a new CUSIP. Fractional share positions will be settled in cash based on the closing price on the effective date.
Profusa also recast prior-period figures to reflect the split. For example, for the year ended December 31, 2025, net loss remains $35.8 million, but loss per share increases mechanically from $107.01 to $2,675.35 because the share count is lower after the split.
Profusa, Inc. reported the results of a special stockholder meeting held on June 23, 2026. Stockholders elected Lauren Chung as a Class I director to serve until the 2029 annual meeting. A quorum was present, with 1,816,505 of 4,660,268 eligible common shares represented.
Stockholders approved an amendment allowing the board to implement one or more reverse stock splits over the next two years at ratios between 1-for-5 and up to an aggregate 1-for-200, any time on or before June 23, 2028. They also approved issuing a new series of convertible preferred stock, and the related common shares upon conversion, to Bio Insights LLC as consideration for acquiring PanOmics Assay assets.
In addition, stockholders approved the potential issuance of more than 19.99% of outstanding common shares upon conversion of a promissory note held by NorthView Sponsor I LLC. They also increased the 2025 Equity and Incentive Plan share reserve from 100,386 to 795,930 shares, representing 15% of 4,510,268 common shares outstanding as of May 7, 2026, after giving effect to the reverse stock split.
Profusa, Inc. disclosed that on June 8, 2026 it delivered an Advance Notice to Ascent Partners Fund LLC under their existing equity line of credit. For Advance Notices from June 8, 2026 through July 15, 2026, each draw can cover up to 9.99% of shares outstanding, capped at $200,000 per notice.
During this period, Ascent will fund purchases upon share delivery, paying 97% of the lowest volume‑weighted average price of the common stock over the ten trading days before the Advance Notice date. A True-Up Mechanism can require Profusa to issue additional shares if later VWAP levels are lower, potentially increasing dilution to existing stockholders.
Group of affiliated holders files Amendment No. 3 to a Schedule 13G/A reporting shared beneficial ownership of 590,400 shares of Profusa Common Stock, representing 9.99% based on May 12, 2026 outstanding shares of 4,660,268. The disclosed position reflects up to a contractual Blocker Amount that limits conversions of certain Convertible Notes and purchases under a Securities Purchase Agreement (the “ELOC Agreement”).
As of June 5, 2026, Ascent directly held 35,642 shares and there are up to 554,758 shares underlying the Convertible Notes counted toward the Blocker cap. The filing also records an internal reorganization: Dominion Capital Holdings LLC no longer beneficially owns shares and Eagle Claw Corp. became a >5% beneficial owner for reporting purposes.
Profusa, Inc. is asking stockholders to approve several major proposals at its June 23, 2026 virtual annual meeting. The board seeks to elect Lauren Chung to a three-year term and obtain broad authority to execute one or more reverse stock splits in a 1‑for‑5 to 1‑for‑200 range through June 23, 2028 to help regain Nasdaq bid‑price compliance.
Stockholders are also being asked to approve issuing $30,000,000 of non‑voting convertible preferred stock to Bio Insights LLC for PanOmics Assay assets, which will convert into common shares and carry a 3% royalty on related revenue and a board nomination right. Another proposal would allow conversion of a $1,869,796 promissory note into common stock above the 19.99% Nasdaq threshold, and an equity plan amendment would raise the 2025 plan reserve from 100,386 to 795,930 shares (15% of 4,510,268 shares outstanding after the reverse split). An adjournment proposal would let the company delay the meeting to gather more proxies if needed.
Profusa, Inc. has amended its asset purchase agreement with Bio Insights LLC for the PanOmics Assay platform. The original $30,000,000 purchase price, payable in Series A Convertible Preferred Stock, remains unchanged.
The amendment removes Section 4.6, which had required issuing management an aggregate of 12% of fully diluted common shares immediately after closing and any related equity financing for the CEO and CFO. All references to these management shares are deleted, and a related approval reference in Section 3.3(c) is conformed. All other agreement terms stay in effect.
Profusa, Inc. submitted an Advance Notice to Ascent Partners Fund LLC to sell common stock under their existing equity line of credit. For May 2026 advances with payment on share delivery, each Advance Notice may cover up to 9.99% of shares outstanding, capped at $300,000 per advance.
Ascent will fund purchases upon share delivery, paying 97% of the lowest 10-day volume-weighted average price before the Advance Notice, multiplied by the shares requested. A True-Up Mechanism applies: if 97% of the lowest VWAP during the Adjustment Period is below the closing price, Profusa will issue additional shares so Ascent receives the number it would have received at the adjusted price.
Profusa, Inc. reported a net loss of $3.5 million for the three months ended March 31 2026, compared with $2.7 million a year earlier, as research and development and legal and accounting costs increased. Cash fell to $0.4 million from $1.8 million at year‑end, while total liabilities were $29.1 million against total assets of $0.9 million, leaving a stockholders’ deficit of $28.2 million. The company recorded a $1.4 million gain from forgiveness of its remaining PPP loan but also realized a $0.3 million loss exiting its Bitcoin treasury strategy. Management disclosed a working capital deficit of about $28.4 million and concluded that substantial doubt exists about its ability to continue as a going concern, relying on an equity line of credit, PIPE notes and future financings to fund operations while pursuing regulatory approvals and commercialization of its Lumee Oxygen and Lumee Glucose platforms and navigating Nasdaq listing compliance.
Profusa, Inc. reports that Nasdaq has confirmed its application to transfer its common stock listing to The Nasdaq Capital Market, with the transfer effective at the open of trading on May 15, 2026. This step satisfies a key requirement of a May 6, 2026 Nasdaq Hearings Panel decision granting the company an exception to continue listing.
The exception is conditional on Profusa meeting interim milestones tied to Nasdaq Listing Rule 5550(a)(2) on minimum bid price and Listing Rule 5550(b)(2) on stockholders’ equity, in lieu of the market value standard under Rule 5550(b)(1). Profusa is evaluating these conditions and plans actions such as potential reverse stock splits or financings to regain full compliance, but warns there is no assurance it will succeed or that its stock will remain listed on The Nasdaq Capital Market.