Every 8-K that Profusa, Inc. (PFSA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PFSA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PFSA filings page.
Profusa, Inc. (PFSA) reports that stockholders approved an amendment to its Amended and Restated Certificate of Incorporation authorizing the board to implement, at its discretion, one or more reverse stock splits of the company’s common stock over the next two years, at ratios ranging from 1-for-2 to 1-for-12, with aggregate splits not exceeding 1-for-12. As of the August 19, 2026 record date, 605,647 common shares were outstanding, and a quorum of 287,890 shares was represented at the special meeting. Stockholders also approved the proposal allowing adjournment of the meeting if additional proxies are needed, but no other actions were taken and no specific reverse split ratio or effective date has yet been set.
Profusa, Inc. (PFSA) disclosed that on September 16, 2026 it completed an additional closing under its February 11, 2025 Securities Purchase Agreement and issued Ascent Partners Fund LLC a Senior Secured Convertible Promissory Note with aggregate principal of $384,615.38 for a purchase price of $350,000.00, reflecting original issue discount.
The Note is secured, is convertible, and matures on the earlier of September 16, 2027 or the Option Closing Date defined in the Note. This transaction creates a new direct financial obligation of Profusa under a senior secured convertible debt instrument.
Profusa, Inc. (PFSA) announced that Nasdaq has confirmed the company has regained compliance with Nasdaq Listing Rule 5550(a)(2) (the Bid Price Rule) and Listing Rule 5550(b)(1) (the Equity Rule, together the Listing Rules) as of the Compliance Determination Letter dated September 9, 2026.
The company will, however, be subject to a one-year Mandatory Panel Monitor
The company states that it intends to continue monitoring compliance with all Nasdaq continued listing requirements. Profusa also notes it previously signed an Option Agreement giving it the right, subject to conditions, to acquire G3 Vision Labs, Inc., after which the combined company is expected to operate as a public diagnostics company if the option is exercised.
Profusa, Inc. (PFSA) entered into a financing transaction by completing an additional closing under its existing Securities Purchase Agreement with Ascent Partners Fund LLC. Profusa issued Ascent a Senior Secured Convertible Promissory Note with an aggregate principal amount of $329,670.33 for an aggregate purchase price of $300,000.00, reflecting original issue discount. The note is senior, secured and convertible, and it matures on the earlier of September 1, 2027 or the Option Closing Date defined in the note. This creates a new direct financial obligation for Profusa, with potential future equity conversion depending on the note’s terms.
Profusa, Inc. (PFSA) reported that Nasdaq’s Listing Qualifications Department notified the company that, after its recent 1-for-4 reverse stock split, it initially appeared to have fewer than the 500,000 publicly held shares required by Nasdaq Listing Rule 5550(a)(4). After Profusa’s correspondence with Nasdaq on August 21, 2026, Nasdaq determined that Profusa is in compliance with this publicly held shares requirement and has closed its review, with no further action required. Trading of Profusa’s common stock continues on Nasdaq under the symbol PFSA. Profusa states that it will continue monitoring compliance with all Nasdaq continued listing standards and highlights ongoing uncertainty around separate Nasdaq requirements such as the Bid Price, MVLS, and MVPHS rules in its forward-looking statements.
Profusa, Inc. (symbol: PFSA) is the issuer of record for a Form 8-K filing submitted to the SEC.
Profusa, Inc. (PFSA) reported progress on its capital structure and its previously signed Option Agreement to acquire G3 Vision Labs, Inc. Debt and liability holders executed $10.7 million of Series A Convertible Exchange Agreements, with $4.57 million converted into Series A Convertible Preferred Stock, and the company states it has sufficient working capital to fund near‑term operations.
Profusa expects PCAOB‑audited 2024 and 2025 financial statements for G3 and its subsidiaries by mid‑September, a key condition to potentially exercising the option to acquire G3 and operate as a public diagnostics company with national CLIA‑certified laboratories and recurring revenues. Profusa also completed a reverse stock split and released its financial results for the quarter ended June 30, 2026.
Profusa, Inc. approved and implemented a one-for-four (1:4) reverse stock split of its common stock. The reverse split becomes effective at 12:01 a.m. Eastern Time on August 17, 2026, after which the common stock will trade on The Nasdaq Capital Market on a post-split basis under ticker PFSA with a new CUSIP 74319X405.
At the effective time, every four issued and outstanding shares of common stock will be combined into one share, with the par value remaining $0.0001 per share. The number of shares outstanding will be reduced from 2,422,906 to approximately 605,726, while authorized common shares remain at 601 million. Proportionate adjustments will be made to outstanding equity awards and warrants, including exercise prices and shares reserved under the equity incentive plan.
No fractional shares will be issued; instead, each holder entitled to a fraction will receive cash based on the closing price on the effectiveness date. Profusa also provided illustrative pre- and post-split net loss per share and weighted average shares data for 2024–2026 reporting periods.
Profusa, Inc. entered into an Option Agreement granting it a call option to acquire all equity of G3 Vision Labs Inc., which owns Med Screen Laboratories, Dominion Diagnostics and Acutis Diagnostics, so these businesses would become Profusa subsidiaries if the option is exercised. G3’s 2025 net revenues are estimated at approximately $111 million based on unaudited management information.
The option can be exercised for 90 days after G3 delivers specified financial information, subject to conditions including at least $30 million in aggregate financings, refinancing or consent of G3 debt, required stockholder approvals and continued Nasdaq listing. As consideration, Profusa issued 201,120 common shares and 52,903.566 Series A Non-Voting Convertible Preferred shares, each convertible into 1,000 common shares upon stockholder approval, with an additional 53,918.113 preferred shares issuable if the option is exercised. Profusa believes that, as a result of this issuance, it has at least $2.5 million in stockholders’ equity, meeting the equity standard for continued listing on The Nasdaq Capital Market, and established dividend parity, protective voting rights and an Automatic Conversion feature for the new preferred series, subject to a Beneficial Ownership Limitation.
Profusa, Inc. entered into a non-binding term sheet to acquire a privately held commercial-stage health diagnostics and toxicology testing company, with the combined business expected to operate as a public diagnostics company with national CLIA-certified laboratories and recurring revenues. Based on unaudited management information, the target’s 2025 net revenues are estimated at approximately $111 million. The potential transaction remains subject to due diligence, definitive agreements, regulatory and stock exchange reviews, debt conversions, audited financials, and required shareholder and third-party approvals, and either party may decline to proceed.
The term sheet contemplates consideration to the target’s stockholders consisting of Profusa common stock equal to 19.99% of Profusa’s then-issued and outstanding common shares, with the remainder in non-voting convertible preferred stock, and an exchange of Profusa’s outstanding convertible notes and obligations into preferred stock. Concurrent with closing and subject to due diligence and documentation, Profusa expects to raise approximately $7 million via a subordinated convertible note with a 12‑month term, 9% original issue discount, and 7% annual interest (18% in default. Leadership changes include appointing Jack Stover as Executive Chairman and Chief Executive Officer, transitioning former CEO and Chair Ben Hwang, PhD to President (and later non-director), and adding Liviu Goldenberg as an independent director.
Profusa, Inc. is implementing a one-for-twenty-five reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on July 7, 2026. Every 25 existing shares will be combined into 1 share, with the par value remaining $0.0001 per share.
After the split, outstanding common shares will shrink from approximately 13.2 million to about 530 thousand, while authorized shares stay at 601 million. The stock will begin trading on a post-split basis on Nasdaq under the same ticker, PFSA, but with a new CUSIP. Fractional share positions will be settled in cash based on the closing price on the effective date.
Profusa also recast prior-period figures to reflect the split. For example, for the year ended December 31, 2025, net loss remains $35.8 million, but loss per share increases mechanically from $107.01 to $2,675.35 because the share count is lower after the split.
Profusa, Inc. reported the results of a special stockholder meeting held on June 23, 2026. Stockholders elected Lauren Chung as a Class I director to serve until the 2029 annual meeting. A quorum was present, with 1,816,505 of 4,660,268 eligible common shares represented.
Stockholders approved an amendment allowing the board to implement one or more reverse stock splits over the next two years at ratios between 1-for-5 and up to an aggregate 1-for-200, any time on or before June 23, 2028. They also approved issuing a new series of convertible preferred stock, and the related common shares upon conversion, to Bio Insights LLC as consideration for acquiring PanOmics Assay assets.
In addition, stockholders approved the potential issuance of more than 19.99% of outstanding common shares upon conversion of a promissory note held by NorthView Sponsor I LLC. They also increased the 2025 Equity and Incentive Plan share reserve from 100,386 to 795,930 shares, representing 15% of 4,510,268 common shares outstanding as of May 7, 2026, after giving effect to the reverse stock split.
Profusa, Inc. disclosed that on June 8, 2026 it delivered an Advance Notice to Ascent Partners Fund LLC under their existing equity line of credit. For Advance Notices from June 8, 2026 through July 15, 2026, each draw can cover up to 9.99% of shares outstanding, capped at $200,000 per notice.
During this period, Ascent will fund purchases upon share delivery, paying 97% of the lowest volume‑weighted average price of the common stock over the ten trading days before the Advance Notice date. A True-Up Mechanism can require Profusa to issue additional shares if later VWAP levels are lower, potentially increasing dilution to existing stockholders.
Profusa, Inc. has amended its asset purchase agreement with Bio Insights LLC for the PanOmics Assay platform. The original $30,000,000 purchase price, payable in Series A Convertible Preferred Stock, remains unchanged.
The amendment removes Section 4.6, which had required issuing management an aggregate of 12% of fully diluted common shares immediately after closing and any related equity financing for the CEO and CFO. All references to these management shares are deleted, and a related approval reference in Section 3.3(c) is conformed. All other agreement terms stay in effect.
Profusa, Inc. submitted an Advance Notice to Ascent Partners Fund LLC to sell common stock under their existing equity line of credit. For May 2026 advances with payment on share delivery, each Advance Notice may cover up to 9.99% of shares outstanding, capped at $300,000 per advance.
Ascent will fund purchases upon share delivery, paying 97% of the lowest 10-day volume-weighted average price before the Advance Notice, multiplied by the shares requested. A True-Up Mechanism applies: if 97% of the lowest VWAP during the Adjustment Period is below the closing price, Profusa will issue additional shares so Ascent receives the number it would have received at the adjusted price.
Profusa, Inc. reports that Nasdaq has confirmed its application to transfer its common stock listing to The Nasdaq Capital Market, with the transfer effective at the open of trading on May 15, 2026. This step satisfies a key requirement of a May 6, 2026 Nasdaq Hearings Panel decision granting the company an exception to continue listing.
The exception is conditional on Profusa meeting interim milestones tied to Nasdaq Listing Rule 5550(a)(2) on minimum bid price and Listing Rule 5550(b)(2) on stockholders’ equity, in lieu of the market value standard under Rule 5550(b)(1). Profusa is evaluating these conditions and plans actions such as potential reverse stock splits or financings to regain full compliance, but warns there is no assurance it will succeed or that its stock will remain listed on The Nasdaq Capital Market.
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.
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. 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. 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.
Profusa, Inc. entered into an amendment to its existing Amended and Restated Promissory Note originally issued on May 31, 2024 to NorthView Sponsor I LLC. The amendment, signed on March 20, 2026, extends the note’s maturity date to December 31, 2026, giving the company more time before this obligation comes due.
Profusa, Inc. entered into a know-how license agreement with Mayo Foundation for Medical Education and Research, giving Profusa an exclusive worldwide license to certain patent rights and a non-exclusive license to related know-how for continuous oxygen measurement and Critical Limb-Threatening Ischemia applications, including its Lumee product.
The agreement runs until the later of the last relevant patent’s expiration or the 15th anniversary of the first commercial sale of the last launched licensed product, after which it may become fully paid-up if Profusa meets its obligations. Profusa will pay Mayo royalties on net sales, milestone payments tied to development and commercialization events, and a share of sublicense income, while providing royalty reports and permitting audits.
Profusa and Mayo Clinic plan to explore high-impact clinical uses of continuous tissue oxygen monitoring across cardiovascular, renal, multi-organ, orthopedic and other indications, and to support U.S. commercialization of Lumee for critical limb ischemia and development of new tethered oxygen monitoring products.
Profusa, Inc. is implementing a one-for-seventy-five (1:75) reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on February 9, 2026. Every 75 issued and outstanding shares will be combined into one share, with the par value remaining $0.0001.
The company’s outstanding common stock will shrink from approximately 92.4 million shares to approximately 1.2 million shares, while authorized common shares will stay at 601 million. Outstanding equity awards and warrants will be proportionately adjusted, and stockholders will receive cash in lieu of fractional shares based on the Nasdaq closing price on the effective date.
Profusa, Inc. held a special stockholder meeting where investors approved a major flexibility tool for its share structure. Stockholders authorized an amendment to the certificate of incorporation allowing the board, at its discretion, to implement one or more reverse stock splits of the common stock at ratios between 1-for-30 and 1-for-200 at any time on or before January 27, 2028, with all splits in total not exceeding 1-for-200.
At the record date there were 86,414,296 common shares outstanding, and 36,835,574 shares were represented, providing a quorum. The reverse stock split proposal passed with 30,784,698 votes in favor, 6,025,262 against, and 25,614 abstentions. Stockholders also ratified the appointment of CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2025, and approved the ability to adjourn the meeting if additional proxies were needed. No other actions were taken.
Profusa, Inc. disclosed Amendment No. 3 to its Securities Purchase Agreement with Ascent Partners Fund LLC and other purchasers, further updating the company’s note financing structure. After the second closing, the purchasers must buy additional notes with an aggregate principal amount of up to $5,555,556 for a purchase price of up to $5,000,000, if several conditions are met, including full reduction of the first and second tranches, no Nasdaq listing deficiency notice, effective registration of all related conversion shares, and receipt of required stockholder approval. If only the listing condition is not met, the initial purchaser may instead buy notes with principal of up to $3,333,333.60 for a $3,000,000 price. The amendment also changes mandatory prepayments tied to equity line offerings and sets a new conversion floor price of $0.35 per share, below which the note conversion price cannot fall.
Profusa, Inc. updated key financing agreements with Ascent Partners Fund LLC. The company amended its July 28, 2025 Securities Purchase Agreement for an equity line of up to $100,000,000, temporarily reducing the floor price on certain share sales. During a defined modification period, up to 13,650,000 shares of common stock may be sold at prices between $0.111 and $0.14 per share, after which the floor price reverts to $0.14, equal to twenty percent of the July 25, 2025 official closing price, as adjusted for certain corporate actions.
Profusa also entered Amendment No. 2 to its Senior Secured Convertible Promissory Note dated February 11, 2025. This amendment removes amortization provisions and related payments and sets the mandatory prepayment amount for any subsequent equity line of credit offering at 33.3% of the net proceeds.
Profusa, Inc. (PFSA) disclosed it received a Nasdaq notice on October 27, 2025 for failing to maintain the Nasdaq Global Market’s minimum Market Value of Publicly Held Shares (MVPHS) of $15,000,000 over 30 consecutive business days through October 24, 2025.
The notice does not immediately affect trading, and PFSA will continue to trade on the Nasdaq Global Market during the compliance period. Under Nasdaq rules, Profusa has 180 calendar days, until April 27, 2026, to regain compliance. If its MVPHS closes at or above $15,000,000 for 10 consecutive business days before that date, Nasdaq will confirm compliance.
If compliance is not regained by April 27, 2026, Nasdaq may initiate delisting. Profusa could appeal or consider transferring to the Nasdaq Capital Market, subject to meeting that market’s standards. The company said it will monitor MVPHS and evaluate available options within the compliance period.
Profusa, Inc. (PFSA) furnished investor materials under Regulation FD. The company released a press release outlining its path to revenue generation and posted an updated investor presentation. Both materials were provided to inform current and potential investors and other stakeholders.
The press release is attached as Exhibit 99.1 and the investor presentation as Exhibit 99.2. The materials were furnished under Item 7.01 and are not deemed filed for Section 18 liability or incorporated by reference unless specifically stated.
Profusa, Inc. (PFSA) reported that stockholders approved two proposals at a special meeting. First, they approved an amendment to increase the authorized common stock from 300,000,000 to 600,000,000 shares, effective upon filing on October 20, 2025.
Second, stockholders approved, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance in excess of 19.99% of outstanding shares upon conversion of certain senior secured convertible notes. As meeting context, shares outstanding were 40,859,307 as of the September 22, 2025 record date, with 19,159,413 shares represented to establish a quorum. The share increase proposal passed with 17,968,659 votes for; the Nasdaq 5635(d) proposal passed with 18,296,205 votes for.
Profusa, Inc. held a special shareholder meeting where investors approved an Equity Line of Credit transaction with Ascent Partners Fund LLC. This arrangement allows the company, at its discretion and subject to conditions, to issue and sell shares of its common stock for an aggregate purchase price of up to $100,000,000.
Shareholders of record as of July 30, 2025 held 32,788,877 common shares, each with one vote. At the meeting, 17,334,149 shares were represented, forming a quorum. The ELOC proposal passed with 17,206,846 votes for, 120,164 against, and 7,139 abstentions. No other business was conducted at the meeting.
Profusa, Inc. filed a current report describing a corporate governance update. On August 19, 2025, the company issued a press release announcing the appointment of certain directors and executive officers. The press release is included as Exhibit 99.1, and the report is signed by Chief Executive Officer Ben Hwang.