$PFSA·8-K

Profusa, Inc. · May 8, 6:05 AM ET

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Profusa, Inc. 8-K

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Profusa, Inc. Granted Nasdaq Listing Exception, Compliance Due July 6, 2026

What Happened
Profusa, Inc. announced (8-K filed May 8, 2026) that on May 6, 2026 the Nasdaq Hearings Panel issued a Decision Letter granting the company an exception to continue its Nasdaq listing. The exception requires Profusa to demonstrate 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 meeting the market value alternative under Rule 5550(b)(1) by July 6, 2026. The Decision Letter requires the company to promptly notify Nasdaq of any significant events that could affect compliance and states the Panel may reconsider the exception based on later developments. Profusa also announced the Decision Letter in a press release filed as Exhibit 99.1.

Key Details

  • Decision Letter date: May 6, 2026; Form 8-K filed: May 8, 2026.
  • Compliance deadline: July 6, 2026 to meet Rules 5550(a)(2) and 5550(b)(2) instead of the 5550(b)(1) market-value alternative.
  • Nasdaq review rights: Profusa may request review by the Nasdaq Listing and Hearing Review Council within 15 days of the Decision Letter.
  • Company statement: Profusa intends to take actions to evidence compliance within the timeframes specified but said there is no assurance it will succeed; forward-looking statements in the filing note possible measures (e.g., reverse stock split, financings).

Why It Matters
The Nasdaq exception preserves Profusa’s listing for now but is conditional — the company must meet specific listing standards by July 6, 2026 or face potential reconsideration of its listing status. For investors, this is a near-term compliance milestone that could affect the company’s trading status and investor confidence; Profusa has stated intentions to pursue steps to regain compliance but warned there is no assurance those efforts will succeed.

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