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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):
October 27, 2025
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
345 Allerton Ave.
South San Francisco, California 94080
(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 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On October 27, 2025, Profusa, Inc. (the “Company”)
received a notification letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock
Market (“Nasdaq”) indicating that the Company is not in compliance with the continued listing requirement to maintain a minimum
Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 for the Nasdaq Global Market, as set forth in Nasdaq Listing
Rule 5450(b)(2)(C). Nasdaq’s determination was based on the Company’s MVPHS having been below $15,000,000 for the prior 30
consecutive business days from September 12, 2025 through October 24, 2025.
The Notification Letter has no immediate effect
on the listing or trading of the Company’s common stock on the Nasdaq Global Market, and the Company’s common stock will continue
to trade under the symbol “PFSA” during the compliance period.
In accordance with Nasdaq Listing Rule 5810(c)(3)(D),
the Company has 180 calendar days, or until April 27, 2026, to regain compliance with the MVPHS requirement. If at any time before April
27, 2026, the Company’s MVPHS closes at or above $15,000,000 for a minimum of 10 consecutive business days, Nasdaq will provide
written confirmation that the Company has regained compliance.
If the Company does not regain compliance by April
27, 2026, Nasdaq will notify the Company that its common stock is subject to delisting from the Nasdaq Global Market. In such event, the
Company would be entitled to appeal the delisting determination to a Nasdaq Hearings Panel. Alternatively, the Company may consider applying
to transfer the listing of its securities to The Nasdaq Capital Market, subject to meeting the applicable standards for continued listing
on that market and paying the required application fee.
The Company intends to actively evaluate and monitor
its MVPHS and evaluate available options to regain compliance within the compliance period.
This report is being filed to comply with Nasdaq
Listing Rule 5810(b), which requires prompt public disclosure of receipt of a deficiency notice.
Forward-Looking Statements. This
Current Report on Form 8-K contains 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. Specifically, the Company’s
statements regarding its intent and ability to regain compliance with Nasdaq’s continued listing requirements, potential actions
to regain compliance, the possible transfer of the Company’s listing to The Nasdaq Capital Market, and the continued listing of
the Company’s securities on Nasdaq, and other similar statements are forward-looking statements. These statements are subject to
risks, uncertainties, and other factors which may be beyond the control of Profusa and could cause actual outcomes to differ materially
from those expressed or implied by such forward-looking statements, including the Company’s ability to improve or sustain its market
value of publicly held shares for the requisite period, market conditions, and the Company’s financial and operating performance.
These and other risks are described more fully in the Company’s other filings with the Securities and Exchange Commission, including
the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities
and Exchange Commission from time to time. The Company undertakes no obligation to update forward-looking statements, except as required
by law.
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.
| October 31, 2025 |
Profusa, Inc. |
| |
|
|
| |
By: |
/s/ Ben Hwang |
| |
Name: |
Ben Hwang |
| |
Title: |
Chief Executive Officer |
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