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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):
August 26, 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
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 August 26, 2026, Profusa, Inc. (the “Company”)
received a letter (the “Determination Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
notifying the Company that following the effectiveness of its recent 1-for-4 reverse stock split, the Company had fewer than the 500,000
publicly held shares required under Nasdaq Listing Rule 5550(a)(4) (the “Publicly Held Shares Requirement”). The Determination
Letter further stated that based on the Company’s correspondence with Nasdaq on August 21, 2026, Nasdaq determined that the Company
complies with the Publicly Held Shares Requirement as of August 21, 2026 and no further action is required.
The Determination 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.
The Company intends to continue to monitor its
compliance with all applicable Nasdaq continued listing requirements.
This report is being filed to comply with Nasdaq
Listing Rule 5810(b), which requires prompt public disclosure of receipt of the Determination Letter. The Company will also submit the
announcement to Nasdaq’s MarketWatch Department as required by Nasdaq rules.
Forward-Looking Statements. This
Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 that involve risks and uncertainty. All statements contained in this Current Report on Form 8-K that do not relate
to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the
outcome of the Panel’s pending decision regarding the Company’s compliance with the Bid Price Rule, MVLS Rule, and the MVPHS
Rule, the Company’s ability to regain compliance with Nasdaq listing standards, the potential conversion of the Note into shares
of Common Stock pursuant to the Note Modification and Conversion Agreement, and the effect of the Warrant Amendment on the Holder’s
rights in connection with Fundamental Transactions. Words such as “anticipate,” “estimate,” “expect,”
“intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking
statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and
uncertainties. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties,
many of which are beyond management’s control, that could cause actual results to differ materially from those described in the
forward-looking statements, as well as risks relating to general economic conditions, market conditions, interest rates, and other factors.
Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected
or suggested in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in
the reports we file with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed
with the SEC, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results
to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update
or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated August 31, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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.
| August 31, 2026 |
Profusa, Inc. |
| |
|
|
| |
By: |
/s/ Jack Stover |
| |
Name: |
Jack Stover |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Profusa, Inc. Announces Compliance with Nasdaq
Publicly Held Shares Requirement
Berkeley, CA, Aug. 31, 2026 (GLOBE NEWSWIRE)
-- Profusa, Inc. (Nasdaq: PFSA) (the “Company”) announced that it has received a letter (the “Notice”) from the
Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that on August 14, 2026, following the
effectiveness of the Company’s 1-for-4 reverse stock split, the Company had less than the 500,000 publicly held shares required
under Nasdaq Listing Rule 5550(a)(4) (the “Rule”). The Notice further stated that based on the Company’s correspondence
with Nasdaq on August 21, 2026, Nasdaq has determined that the Company complies with the Rule as of August 21, 2026, and that Nasdaq’s
review of the Company’s compliance with the Rule is now closed.
The Notice has no effect on the listing or trading
of the Company’s securities, which continue to trade on The Nasdaq Capital Market under the symbol “PFSA.”
This announcement is made in accordance with Nasdaq
Listing Rule 5810(b), which requires prompt public disclosure of receipt of a deficiency notification.
About Profusa, Inc.
Based in Berkeley, California, Profusa is a digital
health company developing 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.
Forward Looking Statements
Certain statements in this press release (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 in this press release include,
without limitation, the timing and completion of the reverse split. 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. 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 in the definitive proxy/final prospectus relating to the business combination, which has been
filed with the SEC, and in other documents filed 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.
Investor and Media Contacts:
email: info@coreir.com
phone: 1(212) 655-0924
