The delisting notice is the primary risk factor; Profusa must respond to the Nasdaq Panel by May 5, 2026. Failure to regain compliance could lead to suspension and OTC trading. The convertible note adds overhang but is secondary. Monitor the hearing outcome and any reverse split or capital raise plans disclosed in the response.
Price Chart
Executive Summary
Profusa received a Nasdaq delisting notice for failing to maintain the minimum market value of publicly held shares ($15M) and has multiple listing deficiencies. Simultaneously, it amended a $1.87M convertible note with its sponsor, adding dilution risk but capping conversion at 19.99% unless shareholder approval is obtained. The delisting threat overwhelmingly dominates the narrative, making this filing highly bearish.
Key Facts
- Nasdaq notified Profusa on April 28, 2026 that it failed to regain compliance with the MVPHS Rule (minimum $15M market value of publicly held shares) by the April 27, 2026 deadline.
- The company also faces ongoing deficiencies under the Bid Price Rule ($1.00 minimum bid) and MVLS Rule ($50M market value of listed securities), which are pending before a Nasdaq Hearings Panel.
- Profusa entered a Note Modification and Conversion Agreement with sponsor NorthView Sponsor I LLC, converting $1,869,796 principal into common stock at the greater of 95% of closing price or $0.35 per share, subject to a 4.99% beneficial ownership cap.
- An amendment to the conversion agreement restricts share issuance to 19.99% of outstanding shares unless stockholder approval is obtained, and requires Profusa to seek such approval within 90 days.
- A separate warrant amendment with Ascent Partners Fund LLC removed automatic conversion/assumption provisions in fundamental transactions, reducing holder protections.
Financial Impact
Delisting risk could eliminate Nasdaq listing, severely reducing liquidity and institutional ownership. The note conversion introduces up to ~5.3 million shares of potential dilution at the floor price of $0.35 (assuming full conversion of $1.87M), but is capped at 19.99% without shareholder approval.
Risk Factors
- Actual delisting from Nasdaq, leading to OTC trading and reduced institutional access
- Potential shareholder dilution from note conversion if stockholder approval is not obtained
- Multiple listing deficiencies could compound and accelerate delisting
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-049432 |
| Document: ea0288135-8k_profusa.htm | 0001213900-26-049432 |
| Document: ea028813501ex10-2.htm | 0001213900-26-049432 |
| Document: ea028813501ex10-3.htm | 0001213900-26-049432 |
| Document: 0001213900-26-049432-index-headers.html | 0001213900-26-049432 |
| Document: 0001213900-26-049432-index.html | 0001213900-26-049432 |
| Document: 0001213900-26-049432.txt | 0001213900-26-049432 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jun 8, 2026 20w ago | 8-K | — | awaiting T+20 | — | — |
May 26, 2026 21w ago | 8-K | — | awaiting T+20 | — | — |
May 15, 2026 23w ago | 8-K | — | awaiting T+20 | — | — |
May 8, 2026 24w ago | 8-K | — | awaiting T+20 | — | — |
May 1, 2026 25w ago | S-1/A | — | awaiting T+20 | — | — |
Apr 29, 2026 25w ago | 8-K | — | awaiting T+20 | — | — |
Apr 28, 2026 25w ago | S-1 | — | awaiting T+20 | — | — |
Apr 27, 2026 26w ago | 8-K | — | awaiting T+20 | — | — |
Apr 24, 2026 26w ago | 8-K | — | awaiting T+20 | — | — |
Apr 6, 2026 29w ago | 8-K | — | awaiting T+20 | — | — |
US Market Status
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