Profusa, Inc. received a decision from the Nasdaq Hearings Panel granting a conditional exception that allows its shares to remain listed, and approving a transfer from The Nasdaq Global Market to The Nasdaq Capital Market. The company must meet interim milestones and regain compliance with Nasdaq’s bid price and stockholders’ equity listing rules by July 6, 2026. Profusa is evaluating the conditions and plans actions such as potential reverse stock splits or financings to try to meet these requirements, but notes there is no assurance it will succeed.
STOVER JACK E reported open-market purchase transactions in this Form 4 filing.
Profusa, Inc. director-related entity NorthView Sponsor I LLC converted a Second Amended and Restated Promissory Note with principal of $1,869,796 into 5,342,274 shares of Common Stock. The conversion reflects use of the floor price of $0.35 per share under an April 24, 2026 Note Modification and Conversion Agreement.
Knechtel Fred S. reported open-market purchase transactions in this Form 4 filing.
Profusa, Inc. Chief Financial Officer Fred S. Knechtel reported an indirect transaction involving a Convertible Promissory Note held by NorthView Sponsor I LLC, where he is managing member. The filing states that the entire outstanding principal balance of the Second Amended and Restated Promissory Note of $1,869,796 was converted into 5,342,274 shares of Common Stock at the $0.35 per share floor price.
The conversion price under the note is defined as the greater of 95% of the closing price of the Common Stock on the conversion date and $0.35 per share, pursuant to a Note Modification and Conversion Agreement dated April 24, 2026. The note became convertible on the Registration Effective Date under that agreement. Mr. Knechtel may be deemed to share beneficial ownership of securities held by NorthView Sponsor I LLC but disclaims beneficial ownership except to the extent of his pecuniary interest.
Profusa, Inc. is registering 179,272,293 shares of common stock for resale by existing holders. This total includes 150,568,827 purchase shares under a $100,000,000 equity line with Ascent, 20,027,859 shares issuable upon conversion of Ascent Notes, 3,333,333 warrant shares, and 5,342,274 shares issuable upon conversion of Sponsor notes.
Shares outstanding were 4,410,268 as of April 29, 2026, and would be 180,349,228 assuming full conversion of the Ascent and Sponsor notes, meaning very substantial dilution for current holders. Profusa discloses large historical net losses, substantial doubt about its ability to continue as a going concern, heavy reliance on external financing, and multiple Nasdaq listing deficiencies that could lead to delisting if not cured.
Profusa, Inc. amended a promissory note with NorthView Sponsor I LLC, confirming an outstanding principal of $1,869,796, making it non‑interest bearing and extending maturity to December 31, 2026. The holder may convert the note into common stock after a resale registration becomes effective, at the greater of 95% of the closing share price on the conversion date or $0.35 per share, subject to a 4.99% beneficial ownership cap.
An amendment adds a covenant not to issue conversion shares above 19.99% of shares outstanding on the agreement date unless stockholders approve or a Nasdaq exception applies, and requires the company to seek approval within 90 days and every four months until obtained. Profusa also received notice from Nasdaq that it has not regained compliance with the $15,000,000 market value of publicly held shares requirement, which will be considered alongside existing bid‑price and market‑value‑of‑listed‑securities deficiencies, creating meaningful risk to its Nasdaq Global Market listing. Separately, Profusa amended a warrant for up to 3,333,333 shares at $0.50 per share by deleting provisions that had required automatic conversion or assumption in certain fundamental transactions.
Profusa, Inc. has filed a resale registration covering up to 179,272,293 shares of common stock for sale by existing holders. The shares include 150,568,827 purchase shares tied to a $100,000,000 equity line with Ascent, plus conversion and warrant shares from Ascent’s note and warrant financing and a sponsor note.
Profusa will not receive proceeds from stockholder resales but may raise up to $100,000,000 by selling purchase shares to Ascent and up to $1,666,666.50 from cash exercises of Ascent inducement warrants. As of April 24, 2026, 4,410,268 shares were outstanding, so full issuance would be highly dilutive. The company reports large accumulated losses, substantial doubt about its ability to continue as a going concern, heavy reliance on external financing, and Nasdaq listing deficiency notices, while still seeking U.S. regulatory approvals for its biointegrated sensor products.
Profusa Inc. agreed to acquire substantially all know-how assets behind Bio Insights LLC’s PanOmics Assay, an integrated multi-omics platform for drug discovery and precision medicine, for $30,000,000. The price will be paid in Series A Convertible Preferred Stock, convertible into common shares one year after issuance, with the share count based on the common stock’s closing price before closing.
The new preferred and resulting common shares require stockholder approval under Nasdaq rules and will be subject to a five-year lock-up, with one-fourth released on each anniversary. Bio Insights will also receive a 3% royalty on net revenue from commercialization of the PanOmics Assay and provide 24 months of transition support, while agreeing to five years of non-compete and non-solicitation covenants. Profusa plans to use best efforts to raise an additional $10,000,000 in equity financing around the transaction closing, which must occur by September 30, 2026 or either party may terminate.
Profusa, Inc. entered an additional financing closing with Ascent Partners Fund LLC through a senior secured convertible note and an expanded warrant. Profusa issued a note with $1,111,111.11 principal for a $1,000,000 purchase price, bearing 12% annual interest and maturing on April 20, 2027. The note is convertible at $0.50 per share and secured by substantially all company assets, with interest rising to 24% and principal potentially accelerating upon specified default events. Profusa also issued a warrant to purchase 3,333,333 common shares at $0.50 per share, adjusted from 1,111,111 shares via a side letter that also granted registration rights. A 120-day lock-up limits sales of warrant shares through August 22, 2026, subject to customary exceptions.
Profusa, Inc. files its annual report describing a transition from a SPAC structure to a digital health company developing long‑term injectable biosensors. The firm completed a 1‑for‑75 reverse stock split in February 2026 and had 4,410,268 common shares outstanding as of April 14, 2026, with non‑affiliate equity valued at about $1.3 million as of June 30, 2025.
Profusa’s Lumee™ platform uses subcutaneous hydrogel sensors and external optical readers to generate continuous oxygen and glucose data. Lumee Oxygen holds CE approval in Europe and is being advanced toward updated MDR compliance and a planned U.S. launch in 2026, subject to FDA authorization. Lumee Glucose is an investigational continuous glucose monitoring system with multi‑country clinical data and no current commercial approvals.
The company highlights more than $100 million of historical funding, including about $30 million from DARPA and NIH and over $50 million from Asian investors, a patent estate of 25 issued U.S. patents and 32 international patents, and reports no serious device‑related adverse events to date for Lumee Oxygen or Lumee Glucose.
Profusa, Inc. entered a new financing amendment and signed a non-binding letter of intent to acquire Bio Insights’ PanOmics assets for $30,000,000 in equity. The deal would add a multi-omics diagnostics platform focused on oncology, particularly pancreatic cancer, alongside Profusa’s Lumee oxygen biosensing technology.
Amendment No. 4 to Profusa’s Securities Purchase and Pledge Agreements permits up to $12,222,222 in additional convertible notes and immediately adds a senior secured convertible note of $555,555.55 at 12% interest, convertible at $0.50 per share, plus a warrant for 1,111,111 common shares at the same price. The PanOmics acquisition, if completed, would be paid via 460,000 common shares at closing and new preferred stock convertible into 59,540,000 common shares, with a seven-year lock-up and 3% royalty on net revenue, and is subject to due diligence, shareholder approval, and definitive agreements.