Profusa, Inc. 8-K

What Happened

• Profusa, Inc. filed an 8-K (Apr 29, 2026) disclosing a Note Modification and Conversion Agreement with NorthView Sponsor I LLC and a subsequent amendment, an amendment to a warrant held by Ascent Partners Fund LLC, and a Nasdaq listing deficiency notice.
• Under the amended note (original up to $2.5M), the outstanding principal is $1,869,796, the note is non‑interest bearing, and the maturity date is December 31, 2026. The holder may convert principal into common stock once a resale registration statement is effective; the conversion price is the greater of 95% of the closing price on the conversion date or $0.35 per share. Conversion is subject to a 4.99% beneficial ownership limit and an Exchange Cap of 19.99% of issued and outstanding shares unless stockholder approval is obtained.
• The company also amended a warrant (originally for 3,333,333 shares at $0.50 per share, exercisable through April 20, 2031) to remove automatic conversion/assumption rights in certain “Fundamental Transactions.”

Key Details

• Outstanding note principal: $1,869,796; maturity: Dec 31, 2026; non‑interest bearing.
• Conversion price: greater of 95% of market close on conversion date or $0.35; conversion shares limited by 4.99% beneficial ownership and a 19.99% Exchange Cap absent shareholder approval.
• Warrant amendment: 3,333,333‑share warrant at $0.50 strike; Section 4 (automatic treatment in certain acquisitions) was removed.
• Nasdaq notice (Apr 28, 2026): Company failed to regain compliance with Nasdaq Rule 5450(b)(1)(C) (minimum public float $15M) by the Apr 27, 2026 deadline; company may submit written views to the Nasdaq Hearings Panel by May 5, 2026. The Panel will also consider separate deficiencies for minimum bid price ($1.00) and market value of listed securities ($50M).

Why It Matters

• Potential dilution and capital structure impact: the amended note allows conversion into equity at a discount (up to 5% below market, subject to the $0.35 floor). If converted, this could dilute existing shareholders unless conversions are limited by the ownership caps or shareholder approval.
• Limits and shareholder vote: the added 19.99% Exchange Cap and the company’s obligation to seek shareholder approval may restrict large, immediate issuances of conversion shares without investor consent.
• Nasdaq compliance risk: the Nasdaq deficiency increases the risk of further enforcement action, including potential delisting, if the Panel does not grant continued listing. That outcome could affect stock liquidity and investor access.
• Stay alert for filings: investors should watch for (a) the company’s submission to Nasdaq (due May 5, 2026), (b) any registration statement that would permit conversion, and (c) future disclosures about stockholder votes or further amendments.