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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 13, 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 13, 2026, Profusa,
Inc. (the “Company”) received a letter (the “Transfer Confirmation Letter”) from the Hearings Advisor of The Nasdaq
Stock Market LLC (“Nasdaq”) confirming that the Company has complied with the May 11, 2026 deadline to file an application
to transfer to The Nasdaq Capital Market as required by the May 6, 2026 decision of the Nasdaq Hearings Panel (the “Panel”).
Pursuant to the Transfer Confirmation Letter, the Company will be transferred to The Nasdaq Capital Market effective at the open of market
on May 15, 2026.
As previously disclosed, on
May 6, 2026, the Company received a decision letter (the “Decision Letter”) from the Panel granting the Company an exception
to continue its listing on Nasdaq, subject to certain interim milestones in connection with 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). The Decision
Letter also required the Company to take the action described above to file an application to transfer to The Nasdaq Capital Market by
May 11, 2026.
The Company continues to evaluate
the conditions set forth in the Decision Letter and intends to take the actions necessary 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, or that the
Company’s common stock will remain listed on The Nasdaq Capital Market.
On May 15, 2026, the Company
issued a press release announcing the Transfer Confirmation 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 transfer to The Nasdaq Capital Market, 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) |
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 15, 2026 |
Profusa, Inc. |
| |
|
|
| |
By: |
/s/ Ben Hwang |
| |
Name: |
Ben Hwang |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Profusa Announces Listing Transfer to The Nasdaq
Capital Market
BERKELEY, CA, May 15, 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, announces that, effective May 15, 2026,
the Company will now be listed on The Nasdaq Capital Market.
The move is the first of a previously announced
series of interim milestones as laid out by the Nasdaq Hearings Panel to ensure continued compliance with the bid price and stockholders’
equity requirements for continued listing on the Capital Market tier.
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
