Profusa Faces Nasdaq Listing Risk Amid Financing Amendments

Profusa ( (PFSA) ) has provided an update.

On April 24, 2026, Profusa, Inc. amended a $2.5 million promissory note with NorthView Sponsor I LLC, confirming $1,869,796 in outstanding principal, eliminating interest, extending maturity to December 31, 2026, and granting the holder the right to convert the note into common stock at a price tied to market levels but not below $0.35. On April 29, 2026, the parties further amended the agreement to cap conversion-related share issuance at 19.99% of outstanding common stock absent shareholder approval, and to require Profusa to seek such approval within 90 days and at regular intervals thereafter if not obtained.

On April 28, 2026, Profusa disclosed it had failed to regain compliance with Nasdaq’s $15 million minimum market value of publicly held shares requirement by the April 27, 2026 deadline, adding to existing deficiencies on minimum bid price and total market value of listed securities. The Nasdaq Hearings Panel will review these issues together, and while Profusa plans a written response, there is no assurance its listing will be maintained, underscoring continued risk for shareholders.

Separately, on April 29, 2026, Profusa amended a warrant issued to Ascent Partners Fund LLC that allows the purchase of up to 3,333,333 common shares at $0.50 per share through 2031, deleting provisions that previously mandated automatic conversion or assumption of the warrant in certain fundamental transactions. The change removes built-in protections that would have guaranteed cash or marketable securities, or succession of the warrant, in major corporate events, potentially altering the warrant holder’s treatment in future deals while leaving other terms intact.

More about Profusa

Profusa, Inc. operates in the life sciences sector and is listed on the Nasdaq Global Market, where its capital structure includes common stock and various convertible and warrant instruments. The company’s financing arrangements involve promissory notes and equity-linked securities that are subject to Nasdaq listing rules and shareholder approval requirements.

Profusa’s capital markets strategy reflects an active use of convertible debt and warrants, highlighting its reliance on structured financing while it navigates multiple Nasdaq compliance challenges. Its shareholder base and prospective investors are directly affected by changes to conversion features, warrant terms, and ongoing risks to its exchange listing status.

Average Trading Volume: 5,148,228

Technical Sentiment Signal: Sell

Current Market Cap: $2.26M

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