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Conditional Nasdaq listing relief for Profusa (NASDAQ: PFSA)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Continued Nasdaq listing is at risk because Profusa must meet strict bid price and stockholders’ equity requirements, plus interim milestones, by July 6, 2026 or face potential delisting.

Insights

Profusa keeps Nasdaq listing for now but under strict conditions and deadlines.

Profusa obtained a conditional extension from a Nasdaq Hearings Panel, including transfer to the Nasdaq Capital Market. The company must satisfy interim milestones and demonstrate compliance with the bid price and stockholders’ equity rules by July 6, 2026.

The filing notes possible actions such as a reverse stock split or financings, but emphasizes there is no assurance of success. Failure to meet the Panel’s conditions could lead to delisting, so future disclosures about compliance efforts and progress toward the July 6, 2026 deadline will be important context for shareholders.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Nasdaq decision letter date <date>May 6, 2026</date> Date Nasdaq Hearings Panel granted conditional exception
Compliance deadline <date>July 6, 2026</date> Deadline to meet bid price and equity listing standards
Press release date <date>May 8, 2026</date> Date Profusa announced Nasdaq Panel decision
Nasdaq Hearings Panel regulatory
"received a decision letter from the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
Bid Price Rule regulatory
"compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)"
Equity Rule regulatory
"Nasdaq Listing Rule 5550(b)(2) (the “Equity Rule”)"
Nasdaq Capital Market regulatory
"granted the Company’s request to transfer the listing of its securities from The Nasdaq Global Market to The Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
forward-looking statements regulatory
"may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 6, 2026

 

PROFUSA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41177   86-3437271
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

626 Bancroft Way, Suite A

Berkeley, CA 94710

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (925) 997-6925

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   PFSA   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 8.01. Other Events.

 

On May 6, 2026, Profusa, Inc. (the “Company”) received a decision letter from the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company an exception to continue its listing on Nasdaq, subject to certain interim milestones and the Company’s compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) and Nasdaq Listing Rule 5550(b)(2) (the “Equity Rule”) in lieu of compliance with the market value of listed securities alternative under Nasdaq Listing Rule 5550(b)(1) by July 6, 2026 (the “Decision Letter”).

 

The Decision Letter further provides that during the exception period the Company must promptly notify Nasdaq of any significant events that may affect the Company’s ability to meet the terms of the exception, and that the Panel may reconsider the terms of the exception based on subsequent developments. The Decision Letter also notifies the Company of its right to request review by the Nasdaq Listing and Hearing Review Council by submitting a written request for review within 15 days of the date of the Decision Letter and paying the required fee.

 

The Company is evaluating the conditions set forth in the Decision Letter and intends to take the actions necessary to seek to evidence compliance with all applicable listing criteria within the time periods specified by the Panel. There can be no assurance that the Company will be able to do so.

 

On May 8, 2026, the Company issued a press release announcing the Decision Letter. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the Company’s plans and intentions to satisfy the conditions set forth in the Decision Letter, its efforts to regain compliance with Nasdaq listing standards, the timing and outcome of any reverse stock split, financings or other transactions, and the Company’s ability to maintain its Nasdaq listing. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “will,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those described in such statements, including but not limited to the Company’s ability to obtain the required stockholder approvals, execute its compliance plan within the timeframes specified by the Panel, effect and maintain compliance with the Bid Price Rule and other applicable listing requirements, complete anticipated transactions, and other factors described in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit   Description
99.1   Press Release
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.

 

May 8, 2026 Profusa, Inc.
     
  By: /s/ Ben Hwang
  Name:  Ben Hwang
  Title: Chief Executive Officer

 

2

Exhibit 99.1

 

Profusa Receives Favorable Nasdaq Listing Determination

 

BERKELEY, CA, May 8, 2026 (GLOBE NEWSWIRE) — Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a digital health company pioneering the next generation of technology platform enabling the continuous monitoring of an individual’s biochemistry, announced that, by letter dated May 6, 2026, the Nasdaq Hearings Panel granted the Company’s request to transfer the listing of its securities from The Nasdaq Global Market to The Nasdaq Capital Market. The Company’s continued listing on Nasdaq is subject to the Company’s satisfaction of certain interim milestones and, ultimately, the Company’s compliance with the bid price and stockholders’ equity requirements for continued listing on the Capital Market tier by July 6, 2026.

 

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. Forward-looking statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those described in such statements, including but not limited to the Company’s ability to obtain the required stockholder approvals, execute its compliance plan within the timeframes specified by the Panel, effect and maintain compliance with the Bid Price Rule and other applicable listing requirements, complete anticipated transactions, and other factors described in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Contacts

Investor and Media Contacts

email: info@coreir.com

phone: 1 (212) 655-0924

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Profusa (PFSA) announce about its Nasdaq listing status?

Profusa disclosed that a Nasdaq Hearings Panel granted a conditional exception allowing continued listing and approved transferring its shares to The Nasdaq Capital Market. The company must meet set milestones and regain compliance with bid price and stockholders’ equity requirements by July 6, 2026.

What conditions must Profusa (PFSA) meet to stay listed on Nasdaq?

Profusa must satisfy interim milestones and ultimately comply with Nasdaq’s bid price rule and stockholders’ equity rule for the Capital Market tier by July 6, 2026. The Panel can reconsider the exception if significant events occur, and the company warns it may not achieve compliance.

When is Profusa’s deadline to regain full Nasdaq listing compliance?

The Nasdaq Hearings Panel set July 6, 2026 as the deadline for Profusa to demonstrate compliance with the bid price and stockholders’ equity listing standards. Until then, the company operates under a conditional exception and must promptly report significant developments to Nasdaq.

Can Profusa (PFSA) appeal the Nasdaq Hearings Panel decision?

Profusa has the right to request review by the Nasdaq Listing and Hearing Review Council. To do so, it must submit a written request and pay the required fee within 15 days of the Panel’s May 6, 2026 decision letter, as outlined in the disclosure.

What actions might Profusa take to regain Nasdaq compliance?

The company indicates it intends to take actions necessary to satisfy the Panel’s conditions, which may include transactions such as a reverse stock split or financings. These steps aim to help meet bid price and stockholders’ equity standards, though success is not assured.

What market tier will Profusa’s stock trade on following Nasdaq’s decision?

Nasdaq’s Hearings Panel approved Profusa’s request to transfer its securities from The Nasdaq Global Market to The Nasdaq Capital Market. Continued trading on this tier depends on meeting interim milestones and achieving compliance with bid price and equity rules by July 6, 2026.

Filing Exhibits & Attachments

4 documents

Press Releases

Other Documents