PFSA 10-K & 10-Q changes, risk factors and insider trading
Profusa, Inc. (also NVACW) · Nasdaq · Surgical & Medical Instruments & Apparatus · CIK 1859807 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risk Factor Summary”
New heading “Profusa does not intend to pay cash dividends for the foreseeable future.”
New heading “We have been notified by Nasdaq of our failure to comply with certain Nasdaq Global Market continued listing requirements and if we are unable to regain compliance with all applicable continued listing requirements and standards of the Nasdaq Global Market, our Common Stock could be delisted from the Nasdaq Global Market.”
New heading “There can be no assurance that our increased stock price following the Reverse Stock Split will remain at a price that will be sufficient in order to meet any continued requirements and policies of Nasdaq or that our Common Stock will remain listed on Nasdaq.”
New heading “We have a history of net losses, and we may not achieve or maintain profitability in the future.”
New heading “We have substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain further financing.”
New heading “We have a limited operating history on which to assess the prospects for our business and we have incurred losses since inception. We anticipate that we will continue to incur significant losses for at least the next several years as we continue to commercialize our existing products and services and seek to develop and commercialize new products and services.”
New heading “We have incurred significant losses in the past and will likely incur losses in the future.”
New heading “We may need to raise additional funding to expand the commercialization of our products and services and to expand our research and development efforts. This additional financing may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product commercialization or development efforts or other operations.”
New heading “The clinical trial process is lengthy and expensive with uncertain outcomes. Results of earlier studies may not be predictive of future clinical trial results, or the safety or efficacy profile for such products.”
New heading “Our products may not achieve or maintain market acceptance.”
New heading “We operate in a highly competitive market and face competition from large, well-established companies with significant resources, and, as a result, we may not be able to compete effectively.”
New heading “The research and development efforts we undertake independently, and in some instances in connection with our collaborations with third parties, may not result in the development of commercially viable products, the generation of significant future revenues or adequate profitability.”
New heading “Medical device development is costly and involves continual technological change, which may render our current or future products obsolete.”
New heading “If we are unable to successfully develop and effectively manage the introduction of new products, our business may be adversely affected.”
New heading “If we are unable to establish and maintain adequate sales and marketing capabilities or enter into and maintain arrangements with third parties to sell and market our products, our business may be harmed.”
New heading “We have limited experience in marketing and selling our products and related services, and if we are unable to successfully commercialize our products and related services, our business and operating results will be adversely affected.”
New heading “We are subject to a variety of risks due to our international operations that could adversely affect our business, our operations or profitability and operating results.”
New heading “There are a variety of oxygen monitoring and CGM products and technologies, and consumer confusion about product features and technology could lead consumers to purchase competitive products instead of our products, or to conflate any adverse events or safety issues associated with oxygen monitoring and CGM products with our products, which could adversely affect our business, financial condition and results of operations.”
New heading “We expect the commercialization of the Lumee Oxygen Platform to generate nearly all our commercial revenue until we obtain regulatory approval for additional products.”
New heading “Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing war in Ukraine and the Middle East conflict.”
New heading “We may face risks associated with acquisitions of companies, products and technologies and our business could be harmed if we are unable to address these risks.”
New heading “Our success will depend on our ability to attract and retain our personnel and manage our human capital, while controlling labor costs.”
New heading “We are subject to export and import control laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate such laws and regulations.”
New heading “Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations which could subject our business to higher tax liability.”
New heading “If our manufacturing capabilities are insufficient to produce an adequate supply of product at appropriate quality levels, our growth could be limited and our business could be harmed.”
New heading “We depend upon third-party suppliers and outsource to other parties, making us vulnerable to supply disruptions, suboptimal quality, noncompliance and/or price fluctuations, which could harm our business.”
New heading “We will need to expand our organization, and we may experience difficulties in recruiting needed additional employees and consultants, which could disrupt our operations.”
New heading “The failure to comply with U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws in non-U.S. jurisdictions could materially adversely affect our business and result in civil and/or criminal sanctions.”
New heading “Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.”
New heading “We may experience pricing pressures from contract suppliers or manufacturers on which we rely.”
New heading “Manufacturing difficulties and/or any disruption at our facilities may adversely affect our manufacturing operations and related product sales, and increase our expenses.”
New heading “Customer or third-party complaints or negative reviews or publicity about our company or our products could harm our reputation and brand.”
New heading “The size and expected growth of our addressable market has not been established with precision, and may be smaller than we estimate.”
New heading “We or the third parties upon whom we depend may be adversely affected by disasters, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster. Any interruption in the operations of our or our suppliers’ manufacturing or other facilities may have a material adverse effect our business, financial condition and results of operations.”
New heading “Our operating results may fluctuate significantly in the future, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.”
New heading “If our financial performance fails to meet the expectations of investors and public market analysts, the market price of our Common Stock could decline.”
New heading “In the unlikely event that payment of certain outstanding promissory notes issued by Profusa to its founders and insiders is demanded at an inopportune time for Profusa, Profusa’s management believes it would still have sufficient funds to operate its business, but may need to adjust certain expenditures or raise additional funds to operate at its currently planned levels.”
New heading “Risks Related to Healthcare Industry Shifts and Changing Regulations”
New heading “There is no guarantee that the FDA will grant 510(k) clearance or PMA approval of our products, and failure to obtain necessary clearances or approvals for our future products would adversely affect our ability to grow our business.”
New heading “We conduct business in a heavily regulated industry and if we fail to comply with applicable laws and government regulations, we could become subject to penalties, be excluded from participation in government programs, and/or be required to make significant changes to our operations.”
New heading “If we are unable to successfully complete the pre-clinical studies or clinical trials necessary to support additional PMA, De Novo, or 510(k) applications or supplements, we may be unable to commercialize our CGM systems under development, which could impair our business, financial condition and operating results.”
New heading “Failure to obtain any required regulatory authorization in foreign jurisdictions will prevent us from marketing our products abroad.”
New heading “Potential long-term complications from our current or future products under development may not be revealed by our clinical experience to date.”
New heading “Our products may cause or contribute to adverse medical events or be subject to failures or malfunctions that we are required to report to the FDA, and if we fail to do so, we would be subject to sanctions that could harm our reputation, business, financial condition and results of operations. The discovery of serious safety issues with our products, or a recall of our products either voluntarily or at the direction of the FDA or another governmental authority, could have a negative impact on us.”
New heading “Quality problems could lead to recalls or safety alerts, reputational harm, and could have a material adverse effect on our business, results of operations, financial condition and cash flows.”
New heading “If we or our suppliers or distributors fail to comply with ongoing regulatory requirements, or if we have unanticipated problems with our products, the products could be subject to restrictions or withdrawal from the market.”
New heading “We may be subject to fines, penalties and injunctions if we are determined to be promoting the use of our products for unapproved or improper off-label uses or determined to have made claims that are untruthful or misleading or not adequately substantiated.”
New heading “Our current or future products may be subject to product recalls even after receiving FDA clearance or approval. A recall of our products, either voluntarily or at the direction of the FDA, or the discovery of serious safety issues with our products, could have a significant adverse impact on us.”
New heading “Health care policy changes, including U.S. health care reform legislation, may have a material adverse effect on our business.”
New heading “We are subject to federal, state and foreign laws prohibiting “kickbacks” and false or fraudulent claims, and other fraud and abuse laws, transparency laws, and other health care laws and regulations, which, if violated, could subject us to substantial penalties. Additionally, any challenge to or investigation into our practices under these laws could cause adverse publicity and be costly to respond to, and thus could harm our business.”
New heading “Changes to the regulatory landscape may impact our ability to obtain marketing authorization for future product developments.”
New heading “Our failure to comply with laws, regulations and contract requirements relating to reimbursement of health care goods and services may subject us to penalties and adversely impact our reputation, business, financial condition and cash flows.”
New heading “We are subject to complex and evolving U.S. and foreign laws and regulations and other requirements regarding privacy, data protection, security, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.”
New heading “Security breaches and other disruptions that compromise our information and expose us to liability, could cause our business and reputation to suffer and could subject us to substantial liabilities.”
New heading “Cybersecurity risks and cyber incidents could result in the compromise of confidential data or critical data systems and give rise to potential harm to customers, remediation and other expenses, expose us to liability under HIPAA, consumer protection laws, or other common law theories, subject us to litigation and federal and state governmental inquiries, damage our reputation, and otherwise be disruptive to our business and operations.”
New heading “Failure to protect our information technology infrastructure against cyber-based attacks, network security breaches, service interruptions, or data corruption could significantly disrupt our operations and adversely affect our business and operating results.”
New heading “Inadequate funding for the FDA, the SEC and other government agencies could hinder their ability to hire and retain key leadership and other personnel, thereby preventing new products and services from being developed or commercialized in a timely manner or otherwise preventing those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business.”
New heading “Risks Related to Intellectual Property Protection and Use”
New heading “We may become subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from shipping affected products, require us to obtain licenses from third parties or to develop non-infringing alternatives, and subject us to substantial monetary damages and injunctive relief. We may also be subject to other claims or suits.”
New heading “Our inability to adequately protect our intellectual property could allow our competitors and others to produce products based on our technology, which could substantially impair our ability to compete.”
New heading “We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time-consuming and unsuccessful.”
New heading “We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed alleged trade secrets of their other clients or former employers to us, which could subject us to costly litigation.”
New heading “We may not be able to protect our intellectual property rights throughout the world, which could materially, negatively affect our business.”
New heading “If we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely affected and our business could be harmed.”
New heading “Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.”
New heading “We may need or may choose to obtain licenses from third parties to advance our research or allow commercialization of our current or future products, and we cannot provide any assurances that we would be able to obtain such licenses.”
New heading “If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.”
New heading “The measures that we use to protect the security of our intellectual property and other proprietary rights may not be adequate, which could result in the loss of legal protection for, and thereby diminish the value of, such intellectual property and other rights.”
New heading “Our issued patents could be found invalid or unenforceable if challenged in court, which could have a material adverse impact on our business.”
New heading “Changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our products.”
New heading “Several inventions covered by our patent portfolio were made using U.S. government funding. The U.S. government has an irrevocable, non-exclusive, royalty-free license to use such other inventions.”
New heading “Obtaining and maintaining our patent protection depends on compliance with various procedural requirements, document submission, fee payment and other requirements imposed by government patent agencies and our patent protection could be reduced or eliminated for non-compliance with these requirements.”
New heading “Patent terms may be inadequate to protect our competitive position on products or product candidates for an adequate amount of time.”
New heading “If we do not obtain patent term extension and/or data exclusivity for any product candidates we decide to develop as drug product candidates, our business may be materially harmed.”
New heading “We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.”
New heading “Intellectual property rights do not necessarily address all potential threats.”
New heading “General Risks of Profusa’s Business”
New heading “If we are unable to successfully remediate our existing material weaknesses and maintain effective internal control over financial reporting, investors may lose confidence in our reported financial information and our stock price and our business may be adversely impacted.”
New heading “Environmental, social and corporate governance (“ESG”) regulations, policies and provisions may make our supply chain more complex and may adversely affect our relationships with customers.”
New heading “Changes in financial accounting standards or practices or existing taxation rules or practices may cause adverse unexpected revenue and/or expense fluctuations and affect our reported results of operations.”
New heading “Climate change may have a long-term impact on our business.”
New heading “We face the risk of product liability claims and may be subject to damages, fines, penalties and injunctions, among other things.”
New heading “We incur increased costs and are subject to additional regulations and requirements as a result of becoming a public company, which could lower our profits or make it more difficult to run our business.”
New heading “We are an Emerging Growth Company”
New heading “We identified material weaknesses in our internal control over financial reporting. These material weaknesses could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.”
Removed heading “Summary of Risk Factors”
Removed heading “Risks Relating to Our Search For, Consummation of, or Inability to Consummate, a Business Combination”
Removed heading “We may not be able to complete the Business Combination pursuant to the Merger Agreement. If we are unable to do so, we will incur substantial costs associated with withdrawing from the transaction and may not be able to find additional sources of financing to cover those costs.”
Removed heading “As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive target businesses. This could increase the cost of our initial business combination and could even result in our inability to find a suitable target business or to consummate an initial business combination.”
Removed heading “Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.”
Removed heading “We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.”
Removed heading “Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.”
Removed heading “If we seek stockholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.”
Removed heading “Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.”
Removed heading “The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.”
Removed heading “The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.”
Removed heading “The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.”
Removed heading “The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would optimize value for our stockholders.”
Removed heading “We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.”
Removed heading “If we seek stockholder approval of our initial business combination, our initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our common stock.”
Removed heading “If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.”
Removed heading “If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold 15% or more of our common stock, you will lose the ability to redeem all such shares equal to or in excess of 15% of our common stock.”
Removed heading “Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share, on our redemption, and our rights and warrants will expire worthless.”
Removed heading “If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the term of the combination period, we may be unable to complete our initial business combination.”
Removed heading “If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our initial stockholders or management team to fund our search, to pay our taxes and to complete our business combination.”
Removed heading “We may seek acquisition opportunities in companies that may be outside of our management’s areas of expertise.”
Removed heading “Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.”
Removed heading “We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.”
Removed heading “Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of our trust account and our rights and warrants will expire worthless.”
Removed heading “We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.”
Removed heading “We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers and directors which may raise potential conflicts of interest.”
Removed heading “We will likely only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.”
Removed heading “We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.”
Removed heading “We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.”
Removed heading “Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.”
Removed heading “We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.”
Removed heading “Any failure to meet the initial listing requirements of Nasdaq could result in an inability to list our common stock and warrants on Nasdaq and the obligation to comply with the “penny stock” rules and could affect the combined company’s cash position following the closing of an initial business combination.”
Removed heading “We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders do not agree.”
Removed heading “We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.”
Removed heading “Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.”
Removed heading “Our securities were suspended from trading and delisted from Nasdaq on December 27, 2024, following receipt of a delisting determination letter from Nasdaq on December 20, 2024. This could have significant material adverse consequences on us and our securities, including that it will negatively impact our ability to complete a Business Combination, will limit investors’ ability to make transactions in our securities and could subject us to additional trading restrictions.”
Removed heading “Risks Relating to the Post-Business Combination Company”
Removed heading “Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.”
Removed heading “Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.”
Removed heading “We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.”
Removed heading “If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.”
Removed heading “We may identify material weaknesses in our internal control over financial reporting in the future or fail to maintain an effective system of internal control over financial reporting, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet periodic reporting obligations.”
Removed heading “Past performance by our management team may not be indicative of future performance of an investment in us.”
Removed heading “We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.”
Removed heading “Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.”
Removed heading “Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.”
Removed heading “The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.”
Removed heading “Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.”
Removed heading “Certain of our executive officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us following our initial business combination and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”
Removed heading “Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.”
Removed heading “Since our initial stockholders, including our sponsor, executive officers and directors, will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.”
Removed heading “Since our sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.”
Removed heading “Since our sponsor paid only approximately $0.005 per share for the founder shares, our officers and directors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value.”
Removed heading “Risks Relating to Our Securities”
Removed heading “You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, rights, or warrants, potentially at a loss.”
Removed heading “If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share.”
Removed heading “A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.”
Removed heading “Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.”
Removed heading “If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.”
Removed heading “If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.”
Removed heading “Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.”
Removed heading “We may not hold an annual meeting of stockholders until after our consummation of a business combination and you will not be entitled to any of the corporate protections provided by such a meeting.”
Removed heading “We did not register the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at the time of our IPO, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.”
Removed heading “The warrants may become exercisable and redeemable for a security other than the shares of our common stock, and you will not have any information regarding such other security at this time.”
Removed heading “The grant of registration rights to our initial stockholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our common stock.”
Removed heading “We may issue additional shares of common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination, and any such issuances would dilute the interest of our stockholders and likely present other risks.”
Removed heading “In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders may not support.”
Removed heading “Certain agreements related to our initial public offering may be amended without stockholder approval.”
Removed heading “Our initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.”
Removed heading “We may amend the terms of the rights in a manner that may be adverse to holders of rights with the approval by the holders of at least 65% of the then outstanding rights.”
Removed heading “We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants.”
Removed heading “Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.”
Removed heading “We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.”
Removed heading “Our rights and warrants may have an adverse effect on the market price of our common stock and make it more difficult to effectuate our initial business combination.”
Removed heading “Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.”
Removed heading “Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.”
Removed heading “Our warrants are accounted for as warrant liabilities and recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may make it more difficult for us to consummate an initial business combination.”
Removed heading “We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.”
Removed heading “If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our business combination.”
Removed heading “Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.”
Removed heading “A market for our securities may not develop, which would adversely affect the liquidity and price of our securities.”
Removed heading “We are an emerging growth company within the meaning of the Securities Act, and we are taking advantage of certain exemptions from disclosure requirements available to emerging growth companies, which could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.”
Removed heading “Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.”
Removed heading “Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.”
Removed heading “We would be subject to a second level of U.S. federal income tax on a portion of our income if we are determined to be a personal holding company (a “PHC”) for U.S. federal income tax purposes.”
Removed heading “Non-U.S. Holders may be subject to U.S. federal income tax if we are considered a United States real property holding corporation.”
Largest changes
“As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. We also have incurred and will continue to incur costs associated with the Sarbanes-Oxley Act, and related rules implemented by the Securities and Exchange Commission, or SEC, and the exchange our securities are listed on. The expenses generally incurred by public companies for reporting and corporate governance purposes have been increasing. …”see in full comparison
“The global economy has been negatively impacted by the military conflict between Russia and Ukraine and in the Middle East. Furthermore, governments in the U.S., United Kingdom, and European Union have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia. …”see in full comparison
“Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. …”see in full comparison
“For instance, in the European Union, increasingly stringent data protection and privacy rules that have and will continue to have substantial impact on the use of patient data across the healthcare industry became effective in May 2018. The EU General Data Protection Regulation, or GDPR, applies across the European Union and includes, among other things, a requirement for prompt notice of data breaches to data subjects and supervisory authorities in certain circumstances and significant fines for non-compliance. …”see in full comparison
“While we believe and make every effort to ensure that our business arrangements with third parties and other activities and programs comply with all applicable laws, these laws are complex, and our activities may be found not to be compliant with one or more of these laws, which may result in significant civil, criminal and/or administrative penalties, fines, damages and exclusion from participation in federal health care programs. …”see in full comparison
“Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.”see in full comparison
Full comparison: every changed paragraph (507)
Summary of Risk Factors
An investment Investing
in our securities
involves includes a high degree of risk. Prior to making a decision about investing in our securities, you should consider carefully
the specific factors discussed below, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking
Statements,” together with all of the other information contained in this Annual Report on Form 10-K (the “Annual Report”).
The occurrence of one or more of the events or circumstances described in thethese sectionrisk titled “Risk
Factors,”factors, alone or in combination with other events
or circumstances, may materiallyhave adverselya affectmaterial ouradverse effect on Profusa’s business, reputation, revenue, financial conditioncondition, results of
operations and operatingfuture results.prospects, Inin thatwhich event,event the tradingmarket price of ourProfusa securitiesCommon Stock could decline, and you could lose allpart or part all
of your investment.
Such There may be additional risks include,that butwe do not presently know, or that we believe are notimmaterial limitedas to:of the date hereof.
Risk Factor Summary
The summary below provides an overview of many of the risks we face, and a more detailed discussion of risks is set forth below. Additional risks, beyond those summarized below or discussed under the caption “Risk Factors” may also materially and adversely impact our business, operations or financial results. Consistent with the foregoing, the risks we face include, but are not limited to, the following:
Profusa does not intend to pay cash dividends for the foreseeable future.
Profusa currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on its financial condition, results of operations, capital requirements and future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.
We have been notified by Nasdaq of our failure to comply with certain Nasdaq Global Market continued listing requirements and if we are unable to regain compliance with all applicable continued listing requirements and standards of the Nasdaq Global Market, our Common Stock could be delisted from the Nasdaq Global Market.
Our Common Stock is listed on the Nasdaq Global Market and to maintain our listing, we are required to satisfy continued listing requirements. There can be no assurance we will continue satisfying such continued listing requirements, which include among other requirements, that the closing bid price of our Common Stock be at least $1.00 per share and that that the market value of our publicly held shares of Common Stock be at least $1 million.
On September 11, 2025, we received two notices from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“the Staff”): (i) a notice (the “MVLS Notice”) indicating that, based on Nasdaq’s review of the market value of listed securities (“MVLS”) of the Company’s Common Stock from July 29, 2025 through September 10, 2025, the Company no longer satisfies Nasdaq Listing Rule 5450(b)(2)(A), which requires companies listed on the Nasdaq Global Market to maintain a minimum MVLS of $50,000,000 (the “MLVS Requirement”), and (ii) a notice (the “Bid Price Notice”) indicating that, based on Nasdaq’s review of the closing bid price of the Company’s Common Stock over the same period, the Company no longer satisfies Nasdaq Listing Rule 5450(a)(1), which requires a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). The Staff provided the Company with an initial period of 180 calendar days, or until March 10, 2026, to regain compliance with the MLVS Requirement and the Minimum Bid Price Requirement.
In addition, on October 27, 2025, the Company received a letter from the Staff notifying the Company that, for the previous 30 consecutive business days, the Company’s market value of publicly held shares was below the $15,000,000 threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(C) (the “Market Value Requirement”). The Staff provided the Company with an initial period of 180 calendar days, or until April 27, 2026, to regain compliance with the Market Value Requirement.
On February 9, 2026, the Company effected a 1-for-75 reverse stock split of its common stock (the “Reverse Stock Split”). The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All share and per share information has been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. Unless the context expressly indicates otherwise, all references to share and per share amounts referred to herein give effect to the Reverse Stock Split.
On March 11, 2026, we received a staff determination letter from the Staff indicating that we have not regained compliance with the Minimum Bid Price Requirement. The Staff previously provided a 180-day compliance period that expired on March 10, 2026; we did not regain compliance by that date. As a result, our securities are subject to delisting from The Nasdaq Global Market. In addition, the Staff indicated in its March 11, 2026 letter that we also did not regain compliance with the MVLS Requirement by March 10, 2026. The Staff stated that this MVLS deficiency is an additional basis for delisting. We have exercised our right to appeal the delisting decision, and were notified on March 19, 2026 that the delisting action has been stayed. Profusa’s hearing with the Nasdaq Hearings Panel is scheduled for April 21, 2026.
There can be no assurance that the Company will be able to comply with all of the obligations placed on us by Nasdaq in order to regain compliance with such Nasdaq Global Market continued listing standards, and, assuming that we are able to comply with such obligations, that we will be able to continue to comply with such Nasdaq Global Market listing standards in the future, including the Minimum Bid Price Requirement and the Market Value Requirement. If we fail to regain compliance by the initial 180-day periods set forth above, we may not be successful in any appeal to Nasdaq to grant additional extensions, or in the event that we are successful, we may not be able to regain compliance by such additional extension date. In the event that we are not successful in such appeal or we are not able to regain compliance with such requirements by any applicable date, our Common Stock will be subject to delisting from Nasdaq. Additionally, assuming we are able to comply with all such obligations, if we fail to comply with all applicable Nasdaq listing requirements now or in the future, our Common Stock may be subject to delisting from Nasdaq.
In the event of such a delisting and that the Common Stock is not eligible for trading on another national securities exchange, trading of our Common Stock could be conducted in the over-the-counter market operated by the OTC Markets Group, Inc. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our Common Stock, and it would likely be more difficult to obtain coverage by securities analysts and the news media, which could cause the price of our Common Stock to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a national exchange. Additionally, in the event of such delisting, we may be subject to penalties or defaults under certain of our material agreements, which could materially and adversely affect our business, operating results and financial condition.
In order to retain its Common Stock listing, the Company intends to apply to transfer from the Nasdaq Global Market to the Nasdaq Capital Market. There can be no assurance that the Company will be able to successfully transfer to Nasdaq Capital Market or be able to comply with all of the listing requirements of Nasdaq Capital Market. In the event of such unsuccessful transfer or a delisting, and that the Common Stock is not eligible for trading on another national securities exchange, trading of our Common Stock could be conducted in the over-the-counter market operated by the OTC Markets Group, Inc.
There can be no assurance that our increased stock price following the Reverse Stock Split will remain at a price that will be sufficient in order to meet any continued requirements and policies of Nasdaq or that our Common Stock will remain listed on Nasdaq.
There is no guarantee that, following the Reverse Stock Split, the price of our Common Stock will stay above the minimum listing requirements required by Nasdaq. Further, there can be no assurance that the market price of our Common Stock will remain at the level required for continuing compliance with the minimum price requirements. It is not uncommon for the market price of a company’s Common Stock to decline in the period following a reverse stock split. If the market price of our common were to experience such a decline, or if other factors unrelated to the number of shares of our Common Stock outstanding, such as negative financial or operational results, adversely affect the market price of our Common Stock, that may jeopardize our ability to meet or maintain the minimum bid price requirement of the exchange on which our Common Stock is listed.
Risks Relating to Our Search For, Consummation
of, or Inability to Consummate, a Business Combination
We may not be able to complete the Business
Combination pursuant to the Merger Agreement. If we are unable to do so, we will incur substantial costs associated with withdrawing from
the transaction and may not be able to find additional sources of financing to cover those costs.
In connection with the Merger
Agreement, we have incurred substantial costs researching, planning and negotiating the transaction. These costs include, but are not
limited to, costs associated with securing sources of financing, costs associated with employing and retaining third-party advisors who
performed the financial, auditing and legal services required to complete the transaction, and the expenses generated by our officers,
executives, and employees in connection with the transaction. If, for whatever reason, the transactions contemplated by the Merger Agreement
fail to close, we will be responsible for these costs, but will have no source of revenue with which to pay them. We may need to obtain
additional sources of financing in order to meet our obligations, which we may not be able to secure on the same terms as our existing
financing or at all. If we are unable to secure new sources of financing and do not have sufficient funds to meet our obligations, we
will be forced to cease operations and liquidate the trust account.
As the number of special purpose acquisition
companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive target
businesses. This could increase the cost of our initial business combination and could even result in our inability to find a suitable
target business or to consummate an initial business combination.
In recent years, the number
of special purpose acquisition companies that have been formed has increased substantially. Many potential target businesses for blank
check companies have already entered into an initial business combination, and there are still many blank check companies preparing and
seeking target businesses for an initial public offering, as well as many such companies currently in registration. As a result, at times,
fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target
and to consummate an initial business combination.
In addition, because there
are more blank check companies seeking to enter into an initial business combination with available targets businesses, the competition
for available target businesses with attractive fundamentals or business models may increase, which could cause targets businesses to
demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns,
geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate target businesses
post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate
an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our
investors altogether.
Changes in the market for directors and officers
liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
In recent months, the market
for directors and officers liability insurance for blank check companies has changed in ways adverse to us and our officers and directors.
Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have
generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.
The increased cost and decreased
availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and consummate
an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming
a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However,
any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post business combination’s
ability to attract and retain qualified officers and directors.
In addition, even after we
were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims
arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors
and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off
insurance”). The need for run off insurance would be an added expense for the post-business combination entity, and could interfere
with or frustrate our ability to consummate an initial business combination on terms favorable to our stockholders.
We may issue our shares to investors in connection
with our initial business combination at a price that is less than the prevailing market price of our shares at that time.
In connection with our initial
business combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00
per share or which approximates the per-share amounts in our trust account at such time, which is generally approximately $10.10. The
purpose of such issuances will be to enable us to provide sufficient liquidity to the post-business combination entity. The price of the
shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time.
Our public stockholders may not be afforded
an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate
in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support
such a combination.
We may not hold a stockholder
vote to approve our initial business combination unless the business combination would require stockholder approval under applicable state
law or the rules of Nasdaq or if we decide to hold a stockholder vote for business or other reasons. For instance, the Nasdaq rules currently
allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we
were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore,
if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek stockholder
approval of such business combination. However, except for as required by law, the decision as to whether we will seek stockholder approval
of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely
in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction
would otherwise require us to seek stockholder approval. Even if we seek stockholder approval, the holders of our founder shares will
participate in the vote on such approval. Accordingly, we may consummate our initial business combination even if holders of a majority
of the outstanding shares of our common stock do not approve of the business combination we consummate. Please see the section entitled
“Proposed Business - Stockholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.
If we seek stockholder approval of our initial
business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless
of how our public stockholders vote.
Unlike many other blank check
companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the
public stockholders in connection with an initial business combination, our sponsor, officers and directors have agreed to vote their
founder shares, as well as any public shares purchased during or after our initial public offering, in favor of our initial business combination.
Our sponsor, officers and directors own 88.7% of our outstanding shares of common stock. As a result, if we seek stockholder approval
of our initial business combination, it is more likely that we will received the necessary stockholder approval than would be the case
if our initial stockholders and their permitted transferees agreed to vote their founder shares in accordance with the majority of the
votes cast by the public stockholders. In addition, in the event that our board of directors amends our bylaws to reduce the number of
shares required to be present at a meeting of our stockholders, we would need even fewer public shares to be voted in favor of our initial
business combination to have such transaction approved.
Accordingly, if we seek stockholder
approval of our initial business combination, it is more likely that the necessary stockholder approval will be received than would be
the case if our initial stockholders agreed to vote their shares in accordance with the majority of the votes cast by our public stockholders.
Your only opportunity to affect the investment
decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash,
unless we seek stockholder approval of the business combination.
At the time of your investment
in us, you may not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Since our
board of directors may complete a business combination without seeking stockholder approval, public stockholders may not have the right
or opportunity to vote on the business combination, unless we seek such stockholder vote. Accordingly, if we do not seek stockholder approval,
your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption
rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public
stockholders in which we describe our initial business combination.
The ability of our public stockholders to redeem
their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult
for us to enter into a business combination with a target.
We may seek to enter into
a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net
worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such
closing condition and, as a result, would not be able to proceed with the business combination. Prospective targets will be aware of these
risks and, thus, may be reluctant to enter into a business combination transaction with us.
The ability of our public stockholders to exercise
redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or
optimize our capital structure.
At the time we enter into
an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore
will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If
our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires
us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements,
or arrange for third party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected,
we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing.
Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable
levels. The amount of the fee payable to I-Bankers and Dawson James pursuant to the terms of the business combination marketing agreement
will not be adjusted for any shares that are redeemed in connection with an initial business combination. The above considerations may
limit our ability to complete the most desirable business combination available to us or optimize our capital structure, or may incentivize
us to structure a transaction whereby we issue shares to new investors and not to sellers of target businesses.
The ability of our public stockholders to exercise
redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would
be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.
If our initial business combination
agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount
of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business
combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If
you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade
at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment
or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open
market.
The requirement that we complete our initial
business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business
combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution
deadline, which could undermine our ability to complete our business combination on terms that would optimize value for our stockholders.
Any potential target business
with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination
within the combination period. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing
that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial
business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition,
we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected
upon a more comprehensive investigation.
We may not be able to complete our initial
business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up
and we would redeem our public shares and liquidate.
We must complete our initial
business combination within the combination period. Our ability to complete our initial business combination may be negatively impacted
by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the conflict
between Ukraine and Russia continues to grow and, while the extent of the impact of the conflict on us will depend on future developments,
it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased
market liquidity and third-party financing being unavailable on terms acceptable to us or at all. We may not be able to find a suitable
target business and complete our initial business combination within such time period. If we have not completed our initial business combination
within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000
of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law.
If we seek stockholder approval of our initial
business combination, our initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase shares
from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our
common stock.
If we seek stockholder approval
of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender
offer rules, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination, although they are
under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record
holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event
that our initial stockholders, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions
from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to
revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the business
combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing
condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our
business combination, where it appears that such requirement would otherwise not be met. This may result in the completion of a business
combination that may not otherwise have been possible.
In addition, if such purchases
are made, the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly
making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
If a stockholder fails to receive notice of
our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering
its shares, such shares may not be redeemed.
We will comply with the tender
offer rules or proxy rules, as applicable, when conducting redemptions in connection with our business combination. Despite our compliance
with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become
aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will
furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that
must be complied with in order to validly tender or redeem public shares. In the event that a stockholder fails to comply with these procedures,
its shares may not be redeemed.
If we seek stockholder approval of our initial
business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders
are deemed to hold 15% or more of our common stock, you will lose the ability to redeem all such shares equal to or in excess of 15% of
our common stock.
If we seek stockholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of the
shares sold in our initial public offering, which we refer to as the “Excess Shares.” However, we would not be restricting
our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination. Your inability
to redeem the Excess Shares will reduce your influence over our ability to complete our business combination and you could suffer a material
loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions
with respect to the Excess Shares if we complete our business combination. And as a result, you will continue to hold that number of shares
equal to or exceeding 15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially
at a loss.
Because of our limited resources and the significant
competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we
are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share, on our
redemption, and our rights and warrants will expire worthless.
We expect to encounter intense
competition from other entities having a business objective similar to ours, including private investors (which may be individuals or
investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses
we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting,
directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors
possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially
acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with
respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, if we are obligated
to pay cash for the shares of common stock redeemed and, in the event we seek stockholder approval of our business combination, we make
purchases of our common stock, the resources available to us for our initial business combination will potentially be reduced. Any of
these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete
our initial business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of our trust
account and our rights and warrants will expire worthless.
If the net proceeds of our initial public offering
and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least
the term of the combination period, we may be unable to complete our initial business combination.
The funds available to us
outside of the trust account may not be sufficient to allow us to operate for at least the term of the combination period, assuming that
our initial business combination is not completed during that time. We believe that the funds available to us outside of the trust account
will be sufficient to allow us to operate for at least the term of the combination period; however, we cannot assure you that our estimate
is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us
with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision
(a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies
on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have
any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target
business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient
funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial
business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of our trust account
and our rights and warrants will expire worthless.
If the net proceeds of our initial public offering
and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available
to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from
our initial stockholders or management team to fund our search, to pay our taxes and to complete our business combination.
Of the net proceeds of our
initial public offering, the sale of the private placement warrants, and subsequent private financings, only approximately $16,204 as
of December 31, 2024 is available to us outside the trust account to fund our working capital requirements. If we are required to seek
additional capital, we would need to borrow funds from our initial stockholders, management team or other third parties to operate or
may be forced to liquidate. None of our initial stockholders, members of our management team or any of their affiliates is under any obligation
to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from
funds released to us upon completion of our initial business combination. Up to $1,500,000 of such working capital loans may be convertible
into private placement-equivalent warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical
to the private placement warrants, including as to exercise price, exercisability and exercise period of the underlying warrants. We do
not expect to seek loans from parties other than our initial stockholders or an affiliate of our initial stockholders as we do not believe
third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust
account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will
be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive approximately $10.10
per share on our redemption of our public shares, and our rights and warrants will expire worthless.
We may seek acquisition opportunities in companies
that may be outside of our management’s areas of expertise.
Management's Discussion & Analysis (MD&A)
New heading “Cautionary Note Regarding Forward-Looking Statements”
New heading “Accounting for Business Combination”
New heading “Inflation, Monetary Response, and Economic Impacts”
New heading “Nasdaq Continued Listing and Reverse Stock Split”
New heading “Amendment No. 1 to ELOC Purchase Agreement”
New heading “Mayo Clinic License Agreement”
New heading “PPP Loan Forgiveness”
New heading “Sale of Bitcoins”
New heading “Amendments on Related-party Convertible Promissory Note”
New heading “Amendment No. 4 on the PIPE Subscription Agreement”
New heading “Letter of Intent Relating to Proposed Acquisition”
New heading “Principles of Accounting and Consolidation”
New heading “Components of Results of Operations”
New heading “Government Grant Revenue”
New heading “Research and Development Expenses”
New heading “General and Administrative Expenses”
New heading “Loss on Change in the Fair Value of Convertible Notes”
New heading “Gain on Change in the Fair Value of Warrant Liabilities”
New heading “Loss on Change in the Fair Value of Digital Assets”
New heading “Financing Costs”
New heading “Interest Expense”
New heading “Liquidity and Capital Resources”
New heading “Sources of Liquidity”
New heading “Long-Term Liquidity Requirements”
New heading “Cash Flow Summary”
New heading “Operating Activities”
New heading “Investing Activities”
New heading “Financing Activities”
Removed heading “Proposed Business Combination”
Removed heading “Merger Agreement Amendment and Termination of Financing”
Removed heading “Extension of Our Combination Period”
Removed heading “Promissory Note”
Removed heading “Nasdaq Delisting”
Removed heading “Liquidity and Going Concern”
Removed heading “Off-Balance Sheet Financing Arrangements”
Removed heading “Warrant Liabilities”
Removed heading “Standards Adopted”
Removed heading “Standards not yet Adopted”
Largest changes
“In addition, our business, growth, financial condition or results of operations could be materially adversely affected by instability or changes in a country’s or region’s economic conditions; inflation; changes in laws or regulations or in the interpretation of existing laws or regulations, whether caused by a change in government or otherwise; increased difficulty of conducting business in a country or region due to actual or potential political or military conflict; or action by the U.S. …”see in full comparison
“On December 20, 2024, the Company received a written notice from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market that the Company’s securities would be delisted from The Nasdaq Stock Market by reason of the failure of the Company to complete its initial business combination by December 20, 2024 (36 months from the effectiveness of its IPO registration statement) as required by Listing Rule IM-5101-2. …”see in full comparison
“We expect to incur additional expenses due to operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and those of the Nasdaq Stock Market LLC, additional insurance expenses, investor relations activities and other administrative, professional and consulting services. As a result of these and other factors, we expect that we will require additional financing to fund our operations and planned growth. …”see in full comparison
Full comparison: every changed paragraph (180)
References
to “Profusa,” the “Company,” “we,” “us,” and “our,” refer to Profusa, Inc.
and its subsidiaries. The
following discussion and analysis of the Company’s financial condition and results of operations should
be read in conjunction
with our auditedthe consolidated financial statements and the notes related thereto whichcontained are includedelsewhere in “Item 8. Consolidated Financial
Statements and Supplementary Data” of this Annual Report on Form 10-K.Report. Certain
information contained in the discussion and analysis
set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking
statements asthat ainvolve result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,”
“Item 1A. Risk Factors”risks and elsewhere in this Annual Report on Form 10-K.uncertainties.
On July 11, 2025 (the “Closing Date”), NorthView Acquisition Corporation (“Northview”), consummated its previously announced business combination (the “Business Combination”) with Profusa, Inc., a California corporation (“Legacy Profusa”). Legacy Profusa, became our accounting predecessor upon the closing of the Business Combination on the Closing Date. The results of operations discussed below reflect those of Legacy Profusa and its consolidated subsidiary for periods prior to July 11, 2025, and those of the combined company for periods from July 11, 2025 onward. The year ended December 31, 2025 results include Legacy Profusa up to July 11, 2025, and the combined company thereafter.
Cautionary Note Regarding Forward-Looking Statements
This Annual Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.
Business Overview
We are a clinical-stage digital health and medical technology company focused on developing biosensing solutions to improve health outcome for patients in a variety of different diseases and conditions. Our first product is Lumee Oxygen, which enables physicians to ascertain the extent of perfusion, or passage of blood through the circulatory system to an organ or tissue, in patients with Critical Limb Ischemia (“CLI”) both during and after endovascular revascularization procedures. Lumee Oxygen has already received regulatory approval in Europe through the attainment of a CE mark; however, prior to commercialization in the U.S., Lumee Oxygen must obtain FDA clearance or approval.
The latest version of Lumee Oxygen is called Wireless Lumee Oxygen System. It has multiple components, one of which is a microsensor that is injected into the tissue of the patient using a hypodermic needle. The sensor is designed so it does not need to be removed as it overcomes the foreign body response that usually inhibits the ability of permanent implants to function. The sensor contains no electronics, utilizing luminescence to send a light signal to a reader that is placed over the incision site, which in turn can send a signal to an app on a smartphone. We are in clinical trials for Lumee Glucose, our sensing solution being developed for use in continuous glucose monitoring (CGM). This system targets diabetics and pre-diabetics to allow them realtime access to their glucose data, at a price point that our management thinks is comparable or lower to existing systems.
In 2024, we sold our oxygen sensor for research use only applications, namely animal models and in vitro testing. Management is targeting the European market (those jurisdictions that accept CE mark) for early launch for both Lumee Oxygen and Lumee Glucose. Lumee Oxygen’s launch in Europe occurred in 2023 and Lumee Glucose launch is expected to occur in 2026, subject to regulatory approval. We have access to key opinion leaders (“KOLs”) in both Europe and the United States, who deal with peripheral arterial disease (“PAD”) and Critical Limb Ischemia (“CLI”).
We will sell directly to facilities based on the endorsement of these KOLs. In Germany, Austria and France, some KOLs have already used Lumee Oxygen on a trial basis. We have worked with reimbursement consultants to develop potential Category I Current Procedural Terminology (“CPT”) codes for Lumee Oxygen use. Additionally, we have entered into commercial and clinical collaboration agreements with practitioners and hospital departments in Austria, Belgium and France.
Regarding Lumee Glucose, if and when we obtained marketing authorization, we plan to embark on a dual strategy of both direct to hospital sales, for our professional-use and personal-use CGM product, and direct to pharmacy sales for our personal use product only, thereby maximizing flexibility for the consumer. By aiming for coverage under a user’s pharmacy benefit, we believe we can diversify our user base, while accounting for any risk related to unlikely delay of attainment of a category I CPT code for sensor insertion. We feel a difference between other insertable or implantable CGMs and Lumee Glucose, is that the latter can be simply inserted with a hypodermic needle and does not require a surgical implantation, similar to how pharmacists use these needles to administer flu shots and other vaccines. At the same time, physicians can still leverage existing CPT codes related to interpretation of CGM data and we have, in parallel, initiated steps for CPT codes related to our sensor insertion. We will target both public and private payors for coverage.
Since our launch, we have devoted significantly all of our resources to research and development, as well as all clinical study activities related but not limited to Lumee Oxygen, Lumee Glucose and prototypes for sensors of at least eight other analytes. We have also invested, on a smaller scale, in making sales of Lumee Oxygen for research- use only clients, which include entities working with animal models. Furthermore, we also performed research and development under government grants.
Since inception, we have incurred recurring annual losses from operations. For the years ended December 31, 2025 and 2024, we incurred a net loss of $35.8 million and $9.2 million, respectively. During the years ended December 31, 2025 and 2024, we have used $16.2 million and $2.1 million, respectively, of cash in our operating activities. We have notes and loans payable and interest due of $6.6 million within twelve months of December 31, 2025. Additionally, we have loans payable and interest due of $7.9 million which are considered non-current and are due after December 31, 2026.
We have been able to finance our operations primarily with the proceeds from the issuance of equity and debt instruments. For the year ended December 31, 2025, we obtained net cash from financing activities of $19.8 million, compared to $2.1 million for the same period in 2024. We held cash of $1.8 million and $0.2 million as of December 31, 2025 and 2024, respectively.
Our consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have reviewed the relevant conditions and events surrounding its ability to continue as a going concern including among others: historical losses, projected future results, including the effects of COVID-19, cash requirements for the upcoming year, funding capacity, net working capital, total stockholders’ deficit and future access to capital.
It is our expectation to continue to make substantial investments in building its European and United States commercial infrastructure and enhancing existing products and developing new ones. Furthermore, we aim to continue discussions with potential partners in Asia.
We expect to incur additional expenses due to operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and those of the Nasdaq Stock Market LLC, additional insurance expenses, investor relations activities and other administrative, professional and consulting services. As a result of these and other factors, we expect that we will require additional financing to fund our operations and planned growth. We may seek to raise any additional capital through equity offerings or debt financings, additional credit or loan facilities or a combination of one or more of these funding sources. In the scenario that we are unable to acquire sufficient financing or financing on terms satisfactory to our management or Board of Directors, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, financial condition and results of operations could be materially adversely affected. For the current period and for twelve months following the issuance of these financial statements, our risk of going concern has been mitigated but not fully alleviated by Tranches 1 and 2 of the Ascent PIPE Notes issued for gross proceeds of $11.0 million. As of and for the year ended December 31, 2025, there continue to be factors which raise substantial doubt about our ability to continue as a going concern.
Accounting for Business Combination
On July 11, 2025, the Business Combination was successfully completed and was accounted for as a reverse capitalization in accordance with U.S. GAAP. Legacy Profusa was deemed the accounting predecessor of the combined business, and the Company as the parent company of the combined business, is the successor SEC registrant, meaning that our financial statements for previous periods will be disclosed in the registrant’s future periodic reports filed with the SEC. The Business Combination had a significant impact on our capital structure and operating results, and de-risked our product development, manufacturing and commercialization. The most significant changes in New Profusa’s future reported financial positions were approximately $11.0 million in proceeds from the PIPE Investment. This $11.0 million is offset by various deferred offering costs and $2.0 million closing fees related to the underwriters marketing fee for the IPO, which became payable upon the consummation of the Business Combination.
As a result of the Business Combination, the Company has become the successor to an SEC-registered and Nasdaq-listed company, we have hired additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees, and additional internal and external accounting, legal and administrative resources.
We
are a blank check company incorporated on April 19, 2021 as a Delaware corporation and formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(a “Business Combination”). We consummated our initial public offering on December 22, 2021 and have identified a target
company for our business combination. We intend to use the cash proceeds from our Public Offering and the Private Placement described
below as well as additional issuances, if any, of our capital stock, debt or a combination of cash, stock and debt to complete the Business
Combination.
We
expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital
or to complete our initial Business Combination will be successful.
Inflation, Monetary Response, and Economic Impacts
The world economy is experiencing stubbornly high inflation, a challenge not faced for decades. Following the global financial crisis, with inflationary pressures muted, interest rates were extremely low for years and investors became accustomed to low volatility. The resulting easing of financial conditions supported economic growth, but it also contributed to a buildup of financial vulnerabilities. With inflation at multi-decade highs, monetary authorities in advanced economies are accelerating the pace of policy normalization. Policymakers have continued to tighten policy against a backdrop of rising inflation and currency pressures, albeit with notable differences across regions. Global financial conditions have tightened notably this year, leading to capital outflows. Amid heightened economic and geopolitical uncertainties, investors have aggressively pulled back from risk-taking and adjusted their investment preferences generally. Key gauges of systemic risk, such as higher dollar funding costs and counterparty credit spreads, have risen. There is a risk of a disorderly tightening of financial conditions that may be amplified by vulnerabilities built over the years.
In addition, our business, growth, financial condition or results of operations could be materially adversely affected by instability or changes in a country’s or region’s economic conditions; inflation; changes in laws or regulations or in the interpretation of existing laws or regulations, whether caused by a change in government or otherwise; increased difficulty of conducting business in a country or region due to actual or potential political or military conflict; or action by the U.S. or foreign governments that may restrict our ability to transact business in a foreign country or with certain foreign individuals or entities. A possible slowdown in global trade caused by increasing tariffs or other restrictions could decrease consumer or corporate confidence and reduce consumer, government and corporate spending in countries inside or outside the U.S., which could adversely affect our operations. Climate-related events, including extreme weather events and natural disasters and their effect on critical infrastructure in the U.S. or internationally, could have similar adverse effects on our operations, users, or third-party suppliers.
Nasdaq Continued Listing and Reverse Stock Split
As previously disclosed, on September 11, 2025, we received written notice from the Staff stating that we were not in compliance with the Minimum Bid Price Requirement and the MVLS Requirement. The Staff provided us an initial compliance period of 180 calendar days, or until March 10, 2026, to regain compliance with each of the Minimum Bid Price Requirement and the MVLS Requirement.
On February 9, 2026, we effected a 1-for-75 reverse stock split of our common stock (the “Reverse Stock Split”). The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All share and per share information has been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.
Also as previously disclosed, on October 27, 2025, we received a letter from the Staff notifying us that, for the previous 30 consecutive business days, the market value of our publicly held shares was below the Market Value Requirement. The Staff provided us with an initial period of 180 calendar days, or until April 27, 2026, to regain compliance with the Market Value Requirement.
On March 11, 2026, we received a staff determination letter from the Staff indicating that we have not regained compliance with the Minimum Bid Price Requirement. The Staff previously provided a 180-day compliance period that expired on March 10, 2026; we did not regain compliance by that date. As a result, our securities are subject to delisting from The Nasdaq Global Market. In addition, the Staff indicated in its March 11, 2026 letter that we also did not regain compliance with the MVLS Requirement by March 10, 2026. The Staff stated that this MVLS deficiency is an additional basis for delisting. We exercised our right to appeal the delisting decision, and were notified on March 19, 2026 that the delisting action has been stayed. Our hearing with the Nasdaq Hearings Panel is scheduled for April 21, 2026.
Amendment No. 1 to ELOC Purchase Agreement
On July 28, 2025, we entered into an Equity Line of Credit (“ELOC”) Purchase Agreement and a related registration rights agreement with an investor, Ascent. Pursuant to the terms and conditions set forth in the ELOC Purchase Agreement, we may, from time to time and at its discretion, issue and sell to Ascent shares of its Common Stock for an aggregate purchase price of up to $100.0 million, subject to certain limitations and conditions.
On December 22, 2025, we entered into Amendment No. 1 (the “SPA Amendment”) to the ELOC Purchase Agreement. Pursuant to the SPA Amendment, Section 1.1 of the ELOC Purchase Agreement was amended and restated to modify the definition of Floor Price to provide for a Floor Price at or above $0.111 per share during the period commencing on the date of the SPA Amendment and ending on, but excluding February 9, 2026, the effective date of the Company’s 1-for-75 reverse stock split (the “Modification Period”). The “Floor Price” as amended and restated means, during the Modification Period, solely with respect to an aggregate number of shares of Common Stock issued and sold as Purchased Securities not to exceed 182,000 shares, to be sold at or above $0.111 per share and below $0.14. Upon the earliest to occur of (x) the issuance of such aggregate number of 182,000 shares as Purchased Securities during the Modification Period or (y) the end of the Modification Period, the Floor Price shall thereafter mean $0.14, the price per share of Common Stock equal to the product obtained by multiplying (x) twenty percent (20%) by (y) the Official Closing Price on July 25, 2025, in each case as further adjusted to reflect any reduction (but excluding any increase) in the price per share of Common Stock caused by any reorganization, recapitalization, non-cash dividend, share split or other similar transaction, all as provided in this Agreement. The modified Floor Price of $0.111 per share applies only during the Modification Period and only up to the 182,000 share cap relating to shares issued and sold below $0.14, and the unmodified definition applies to all other times and shares.
Since execution of the ELOC Purchase Agreement through December 31, 2025, we have drawn $10.3 million under the ELOC Purchase Agreement, and have made loan and interest repayments with these proceeds of $1.9 million through December 31, 2025. Subsequent to December 31, 2025 and through the date of filing, we issued 321,439 shares of our common stock in exchange for $0.8 million under the ELOC Purchase Agreement and issued 2,696,907 shares of our common stock for the settlement of $1.9 million of principal and interest on the Ascent PIPE Notes.
Mayo Clinic License Agreement
On February 11, 2026, we entered into a know-how License Agreement (the “License Agreement”) with Mayo Foundation for Medical Education and Research (“Mayo”), pursuant to which Mayo granted us an exclusive license to certain patent rights, which the parties plan to file for and obtain during the term of the License Agreement, and a non-exclusive license to specified know-how in the fields of continuous oxygen measurement and critical limb-threatening ischemia, with the right to sublicense such rights. Mayo retains customary reserved rights for educational, research and clinical programs of Mayo.
As consideration, beginning with the first commercial sale of a licensed product, we are required to pay royalties on net sales of licensed products in amounts that vary depending on the applicable field and intellectual property coverage. We are also obligated to make milestone payments upon the achievement of specified commercial, regulatory and clinical events.
In connection with the License Agreement, we will collaborate with Mayo to investigate high impact clinical applications of our technologies for new product development and commercialization.
The License Agreement contains customary provisions regarding confidentiality, representations, warranties, disclaimers and indemnifications, and termination rights. The term of the License Agreement extends for a period tied to the life of the licensed patent rights and a post-commercialization period, unless earlier terminated.
PPP Loan Forgiveness
We applied for loan forgiveness for the remaining PPP loan in December 2025. On February 11, 2026, the Company received approval for forgiveness from the SBA for the full $1.3 million principal loan balance. This amount will be recognized as a gain on PPP loan forgiveness in Other Income for the year ended December 31, 2026.
Sale of Bitcoins
On February 10, 2026, we sold 3 Bitcoins at a price of $69,222 per Bitcoin for an aggregate amount of $0.2 million. On February 17, 2026, we sold 5.5 Bitcoins at a price of $67,156 per Bitcoin for an aggregate amount of $0.4 million. On March 11, 2026, we made the determination to terminate our Bitcoin treasury reserve strategy in light of current market conditions and the evaluation of our capital allocation priorities. On March 13, 2026, we sold the remaining balance of 8.01 Bitcoins, at a price of $71,457 per Bitcoin for an aggregate amount of $0.6 million.
Amendments on Related-party Convertible Promissory Note
On March 20, 2026, we entered into an amendment for our related-party promissory note to extend the maturity date from January 11, 2026 to December 31, 2026. On April 6, 2026, we amended the note to update the conversion price to $0.76 per share and concurrently approved the conversion of the entire outstanding principal balance of $1.9 million into 2,460,257 shares of its common stock to the holders.
Amendment No. 4 on the PIPE Subscription Agreement
On April 2, 2026, we entered into Amendment No. 4 to our PIPE Subscription Agreement and related Pledge Agreement with Ascent. Under Amendment No. 4, we may request additional funding with an aggregate principal amount of up to $12.2 million, subject to the terms and conditions of the amended agreements.
Amendment No. 4 also modified certain terms of the related Pledge Agreement, including revising the release condition to provide that the applicable release condition will be satisfied upon payment in full, whether in cash or through conversion, of an aggregate principal amount of $1.7 million of notes issued in the additional closings expected to occur on or shortly after April 2, 2026. In addition, we have agreed with Ascent that any mandatory prepayment amounts received under the notes will first be applied to obligations related to such additional notes and thereafter to certain previously issued secured convertible promissory notes.
In connection with the additional closing on April 2, 2026, we issued an Ascent PIPE Note with an aggregate principal amount of $0.6 million and a warrant to purchase 1,111,111 shares of our common stock at an initial exercise price of $0.50 per share. The note matures on April 2, 2027, bears interest at 12% per annum and is convertible into shares of our common stock, subject to the terms of the note. The warrant contains customary terms and provisions for instruments of this nature.
Letter of Intent Relating to Proposed Acquisition
On March 31, 2026 (and amended and restated on April 3, 2026), we entered into a non-binding letter of intent with Bio Insights LLC (“Bio Insights”) to acquire certain assets, including the PanOmics assay and related know-how, for aggregate consideration of $30.0 million, payable entirely through the issuance of our equity securities, including common stock and convertible preferred stock. In connection with the proposed transaction, Bio Insights would be entitled to receive royalty payments equal to 3% of net revenues, payable annually following completion of audited financial statements. The proposed transaction remains subject to the execution of definitive agreements, stockholder approval, and other customary closing conditions.
Principles of Accounting and Consolidation
The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP and pursuant to applicable rules and regulations of the SEC and include all adjustments necessary for the fair presentation of our financial position as of December 31, 2025 and 2024 and the results of operations and cash flows for the years then ended. The accompanying consolidated financial statements include the accounts of Profusa Inc. and its wholly owned subsidiary, Profusa Asia Pacific Pte. Ltd (“APAC”). All intercompany balances and transactions have been eliminated in consolidation.
Components of Results of Operations
Government Grant Revenue
Government grant revenue consists of amounts we earn under grants from two government agencies: NIH and DARPA. These grants are provided either in the form of expense reimbursement (expense reimbursement grants) or on a fixed fee basis (fixed fee grants). Under the expense reimbursement grants the government agencies reimburse us for a portion of our expenses (allowable expenses) that have been incurred in a given period on the basis of reports that we provide to these agencies. Fixed fee grants are awarded for specific research and development programs undertaken by us. Under these grants we receive milestone payments from the government agencies upon our submission and approval by the government of agreed upon deliverables, consisting primarily of the documented results of the specific research and development programs.
Research and Development Expenses
Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock-based compensation, costs of consulting, supplies, depreciation and amortization and allocations of facility-related expenses. We expect our research and development expenses to increase as we increase staffing to support product development, continue our clinical trials, build prototypes, and continue to explore and develop next generation technologies.
General and Administrative Expenses
General and administrative expenses consist of personnel expenses, including salaries, benefits, and stock-based compensation, related to executive management, finance, legal, human resource functions, and business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including merger transaction costs incurred, allocated facility-related expenses and information technology costs.
Loss on Change in the Fair Value of Convertible Notes
What changed in the latest 10-Q
Risk Factors
New heading “Risks Related to Our Proposed Acquisitions and Strategic Transactions”
New heading “Our proposed acquisition of G3 Vision Labs Inc. and its subsidiaries is subject to numerous conditions and may not be completed on the terms currently contemplated, or at all.”
New heading “We may be unable to successfully integrate G3 and its subsidiaries or realize the anticipated benefits of the acquisition.”
New heading “Holders of our Series A Non-Voting Convertible Preferred Stock may experience significant dilution upon conversion, and we may be required to redeem such shares for cash if stockholder approval for conversion is not obtained.”
New heading “Risks Related to Our Management and Personnel”
New heading “We recently experienced significant changes in our executive leadership, and the transition may disrupt our business.”
New heading “Risks Related to Warrants Issued in Connection with Debt Financing”
New heading “Dilution from warrant exercise”
New heading “Anti-dilution / down-round protection”
Largest changes
“In connection with the additional closing on April 20, 2026, the Company issued an Ascent PIPE Note with an aggregate principal amount of approximately $1.1 million. The note matures on April 20, 2027, bears interest at 12% per annum and is convertible into shares of the Company’s common stock, subject to the terms of the note. …”see in full comparison
“Holders of our Series A Non-Voting Convertible Preferred Stock may experience significant dilution upon conversion, and we may be required to redeem such shares for cash if stockholder approval for conversion is not obtained.”see in full comparison
“Our proposed acquisition of G3 Vision Labs Inc. and its subsidiaries is subject to numerous conditions and may not be completed on the terms currently contemplated, or at all.”see in full comparison
“We may be unable to successfully integrate G3 and its subsidiaries or realize the anticipated benefits of the acquisition.”see in full comparison
“We recently experienced significant changes in our executive leadership, and the transition may disrupt our business.”see in full comparison
“In connection with the Option Agreement, we issued an aggregate of 52,903.566 shares of Series A Non-Voting Convertible Preferred Stock to the sellers and 3,037.381 shares of Series A Non-Voting Convertible Preferred Stock to our financial advisor. Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock following receipt of required stockholder approval, subject to certain beneficial ownership limitations. …”see in full comparison
Full comparison: every changed paragraph (24)
ThereOther than as set forth below, there have been
no material changes from the
risk factors previously discussed in “Part I, Item 1A. Risk Factors” in the Company’s Annual
Report on Form 10-K for
the year ended December 31, 2025 (File No. 001-41177) filed with the SEC on April 15, 2026 and in the section
titled “Risk Factors”
in the Company’s Registration Statement on Form S-1 (File No. 333-295364) effective as of May
4, 2026.
Risks Related to Our Proposed Acquisitions and Strategic Transactions
Our proposed acquisition of G3 Vision Labs Inc. and its subsidiaries is subject to numerous conditions and may not be completed on the terms currently contemplated, or at all.
On July 31, 2026, we entered into an option agreement with certain stockholders of G3 Vision Labs Inc. (“G3”) pursuant to which we obtained the right, but not the obligation, to acquire 100% of the outstanding equity securities of G3. G3 owns all or substantially all of the equity securities of Med Screen Laboratories Inc., Dominion Diagnostics LLC and Acutis Diagnostics Inc. Our ability to exercise the option and complete the contemplated acquisition is subject to numerous conditions, including: (i) consummating, or obtaining binding commitments for, one or more financings resulting in aggregate gross proceeds of at least $30.0 million; (ii) the refinancing, repayment or other satisfaction of certain G3 indebtedness or receipt of applicable lender consents; (iii) receipt of certain stockholder and Nasdaq approvals; (iv) continued listing of our common stock on Nasdaq; (v) release of the sellers from certain obligations relating to indebtedness of the target companies; and (vi) execution of definitive acquisition documents. The option expires 90 days after the target companies provide us with specified audited and reviewed financial information. There can be no assurance that we will satisfy these conditions within the required timeframes, if at all. Even if we satisfy the conditions to exercise the option, the contemplated acquisition may not be completed due to factors outside our control, including our failure to obtain necessary financing on acceptable terms or third-party consents. If the acquisition is not completed, we will not realize the anticipated benefits, will have incurred significant transaction costs, and will have issued 201,120 shares of common stock and 52,903.566 shares of Series A Non-Voting Convertible Preferred Stock to the sellers without acquiring the target companies. In addition, the announcement of the proposed transaction may cause disruption to our business and divert management attention from our ongoing operations.
We may be unable to successfully integrate G3 and its subsidiaries or realize the anticipated benefits of the acquisition.
If we complete the acquisition of G3, we will face significant challenges integrating G3’s operations, technologies, and personnel with our existing business. The success of the acquisition will depend, in part, on our ability to realize the anticipated benefits and synergies from combining the businesses. We may be unable to successfully integrate G3’s operations, technologies, and personnel in a timely manner, or at all. The integration process may disrupt our ongoing business and divert management resources, and we may encounter unexpected costs, liabilities, or delays. G3 and its subsidiaries operate in the health diagnostics and toxicology testing market, which is different from our current biosensing focus, and we have limited experience operating in this market. We may face difficulties retaining key employees, customers, or suppliers of G3. If we fail to successfully integrate G3, or if the integration takes longer or costs more than anticipated, our business, financial condition, and results of operations could be materially adversely affected, and we may not achieve the anticipated benefits of the acquisition. Any future acquisitions could present a number of risks, including: the risk of using management time and resources to pursue acquisitions that are not successfully completed; the risk of incorrect assumptions regarding the future results of acquired operations; the risk of failing to integrate the operations or management of any acquired operations or assets successfully and timely; and the risk of diversion of management’s attention from existing operations or other priorities.
Holders of our Series A Non-Voting Convertible Preferred Stock may experience significant dilution upon conversion, and we may be required to redeem such shares for cash if stockholder approval for conversion is not obtained.
In connection with the Option Agreement, we issued an aggregate of 52,903.566 shares of Series A Non-Voting Convertible Preferred Stock to the sellers and 3,037.381 shares of Series A Non-Voting Convertible Preferred Stock to our financial advisor. Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock following receipt of required stockholder approval, subject to certain beneficial ownership limitations. If stockholder approval is obtained and all outstanding Series A Preferred Stock is converted, approximately 55.9 million shares of common stock would be issuable, which would result in substantial dilution to our existing stockholders. Furthermore, if we exercise the option to acquire G3, the sellers will be entitled to receive an additional 53,918.113 shares of Series A Preferred Stock, which would be convertible into an additional approximately 53.9 million shares of common stock upon stockholder approval. Prior to receipt of any applicable stockholder approval, the Series A Preferred Stock shall not be convertible into more than 19.99% of the number of shares of common stock outstanding immediately prior to the closing date, in accordance with Nasdaq Listing Rules. In addition, if the acquisition closes and, 18 months following closing, the required stockholder approval for conversion has not been obtained and we are unable or otherwise fail to deliver the common shares issuable upon conversion, each seller may elect to require us to redeem its Series A Preferred Stock for cash at an amount based on the then-current fair value of the underlying common stock. We may not have sufficient funds available to satisfy any such redemption obligation, and such redemption could have a material adverse effect on our liquidity and financial condition.
Risks Related to Our Management and Personnel
We recently experienced significant changes in our executive leadership, and the transition may disrupt our business.
In connection with the proposed acquisition contemplated by the non-binding term sheet, effective July 21, 2026, Jack Stover was appointed Executive Chairman and Chief Executive Officer and Ben Hwang was appointed President. On July 26, 2026, Mr. Hwang resigned from the Board of Directors while continuing to serve as President, and Liviu Goldenberg was appointed as an independent director. From time to time, our executive management team may change from the hiring or departure of executives, which could disrupt our business. These leadership changes may result in disruption to our business and operations as our new executives become familiar with our operations, strategy, and personnel. Our success depends largely upon the continued services of our executive officers and on certain other mission-critical individual contributors. We rely on our leadership team for the management and oversight of our business operations, including developing and executing our strategy, business and financial planning, research and development, and other functions. The loss of one or more of our executive officers or key employees could have a serious adverse effect on our business. Competition for qualified personnel in our industry is intense, and we may be unable to retain our current key employees or attract and retain additional qualified personnel. The loss of, or failure to attract, key personnel could delay or prevent the achievement of our business objectives and could materially and adversely affect our business, financial condition, and results of operations.
Risks Related to Warrants Issued in Connection with Debt Financing
Dilution from warrant exercise
The warrants we issued in connection with the Ascent Convertible Note Agreement under Tranche 3 on April 20, 2026 may result in dilution to our existing stockholders and could adversely affect the market price of our common stock.
In connection with the additional closing on April 2, 2026, the Company issued an Ascent PIPE Note with an aggregate principal amount of approximately $0.6 million. The note matures on April 2, 2027, bears interest at 12% per annum and is convertible into shares of the Company’s common stock, subject to the terms of the note. As consideration for Ascent’s participation in the April 2, 2026 additional closing, Ascent earned a warrant (“Ascent Warrant”) to purchase 11,111 shares of the Company’s common stock at an exercise price of $50.00 per share, as adjusted for the July and August Reverse Stock Splits. The Ascent Warrant was exercisable on a cash or cashless basis for a period of five years and was subject to a 9.99% beneficial ownership limitation and customary anti-dilution adjustments.
In connection with the additional closing on April 20, 2026, the Company issued an Ascent PIPE Note with an aggregate principal amount of approximately $1.1 million. The note matures on April 20, 2027, bears interest at 12% per annum and is convertible into shares of the Company’s common stock, subject to the terms of the note. In connection with the April 20, 2026 closing, the Company entered into a side letter agreement with Ascent pursuant to which Ascent waived certain defaults under the Purchase Agreement and the Company issued a replacement Ascent Warrant that replaced the warrant earned on April 2, 2026. The replacement warrant increased the number of shares issuable upon exercise from 11,111 shares to 33,333 shares, as adjusted for the July and August Reverse Stock Splits, retained an exercise price of $50.00 per share and is exercisable on a cash or cashless basis through April 20, 2031. The Ascent Warrant was fair valued at $2.2 million at April 20, 2026 and was expensed under financing costs on the condensed consolidated statements of operations. See Note 8 - Common Stock Warrants for inputs to estimate the fair value of the warrant at issuance. The Company also agreed to provide Ascent with demand and piggyback registration rights with respect to the underlying shares.
In connection with the issuance of the replacement warrant, Ascent entered into a lock-up agreement with the Company, dated April 20, 2026, pursuant to which Ascent agreed not to transfer the shares underlying the replacement warrant for 120 days, expiring August 22, 2026, subject to customary exceptions. Any permitted transferee is required to execute a lock-up agreement on substantially similar terms.
As of June 30, 2026, the Warrants, if fully exercised into 33,333 common shares, would represent approximately 5.5% of our outstanding common stock on a post-exercise, fully diluted basis.
If the market price of our common stock exceeds the exercise price of the Warrants at the time of exercise, the exercise of the Warrants will have a dilutive effect on our existing stockholders’ ownership interests. The holder of the Warrants may exercise them at a time when we could otherwise obtain additional capital on terms more favorable to us than the terms available to the Warrant holder. The issuance of shares of common stock upon exercise of the Warrants, or the perception that such exercise may occur, could adversely affect the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.
Anti-dilution / down-round protection
The Warrants contain anti-dilution provisions that could result in further dilution to our stockholders and could limit our ability to raise capital on favorable terms.
The Warrants include anti-dilution provisions pursuant to which, subject to certain exceptions, if we issue or sell shares of common stock (or securities convertible into or exercisable for common stock) at an effective price per share below the then-current exercise price of the Warrants, the exercise price of the Warrants will be reduced to that lower price, and/or the number of shares issuable upon exercise will be increased.
While no such adjustment has been triggered to date, if we raise additional capital in the future at a price below the current Warrant exercise price, these provisions would be triggered, resulting in additional dilution to our existing stockholders beyond that resulting from the exercise of the Warrants alone. The existence of these anti-dilution provisions may also make it more difficult and costly for us to raise additional capital, as potential investors may view the prospect of triggering these adjustments unfavorably, and may require us to negotiate less favorable terms with future investors to account for this risk.
If exercised for cash, the Warrants would provide us with additional liquidity; however, we cannot predict when or whether the Warrant holder will exercise the Warrants, and the likelihood of exercise depends largely on the market price of our common stock relative to the exercise price. We are not relying on proceeds from Warrant exercises to fund our operations, and there can be no assurance that any such proceeds will be available to us.
Management's Discussion & Analysis (MD&A)
New heading “Reverse Stock Splits”
New heading “Warrant Amendment”
New heading “Amendment No. 5 on the PIPE Subscription Agreement”
New heading “G3 Acquisition Term Sheet”
New heading “Option Agreement to Acquire G3”
New heading “Changes in Directors and Executive Officers”
New heading “Reduction in Force”
New heading “Comparison of the six months ended June 30, 2026 and 2025”
Largest changes
“There can be no assurance that we will timely satisfy the remaining conditions or otherwise maintain compliance with Nasdaq’s continued listing standards. If we do not timely regain compliance with the applicable Nasdaq listing requirements, Nasdaq may commence delisting proceedings, suspend trading of our securities, or otherwise take action that could result in the removal of our securities from Nasdaq. …”see in full comparison
“On April 28, 2026, Nasdaq notified us that we had not regained compliance with Nasdaq Listing Rule 5450(b)(1)(C), which requires us to maintain a minimum market value of publicly held shares of $15.0 million for continued listing on The Nasdaq Global Market (the “MVPHS Requirement”), by the applicable compliance deadline of April 27, 2026. …”see in full comparison
On March 11, 2026,see in full comparisonwe wereNasdaq notifiedbyusNasdaqthat weofhadournotcontinuedregainednon-compliancecompliance withboththe Minimum Bid Price Requirementandor the MVLS Requirement by the March 10, 2026deadline,deadline and that our securities were therefore subject to delisting from The Nasdaq Global Market onboththosegrounds.bases. We appealedthethatdelisting determination,determination andattended the hearingappeared before the Nasdaq Hearings Panel on April 21, 2026. On April 28, 2026, Nasdaq also notified us that we had not regained compliance with the MVPHS Requirement by the April 27, 2026 deadline, that this constituted an additional basis for delisting, and that the Nasdaq Hearings Panel would consider this deficiency in connection with its decision; we submitted our response within the required timeframe.
We expect that we will require additional financing to fund our operations and planned growth. We may seek to raise any additional capital through equity offerings or debt financings, additional credit or loan facilities or a combination of one or more of these funding sources. In the scenario that we are unable to acquire sufficient financing or financing on terms satisfactory to our management or Board of Directors, our ability to continue to pursue our business objectivessee in full comparisonobjectivesand to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, financialfinancialcondition and results of operations could be materially adversely affected.For the current period and for twelve months following the issuance of these financial statements, our risk of going concern has been mitigated but not fully alleviated by the issuance of additional Ascent PIPE Notes with an aggregate principal amount of $1.7 million subsequent to the balance sheet date, remaining borrowing capacity on the PIPE Subscription Agreement and remaining funds available under the ELOC.As of and for the three and six months endedMarchJune31,30, 2026, there continue to be factors which raise substantial doubt about our ability to continue as a going concern.
“On July 2, 2026, we entered into a non-binding term sheet regarding the proposed acquisition of a privately held commercial-stage health diagnostics and toxicology testing company. The proposed transaction remains subject to due diligence, negotiation and execution of definitive agreements, receipt of required stockholder, stock exchange, regulatory and third-party approvals, completion of contemplated debt conversions, receipt of audited financial statements of the target company, and other closing conditions. …”see in full comparison
Full comparison: every changed paragraph (89)
We are a clinical-stage digital health and medical
technology company focused on developing biosensing solutions to improve health outcomeoutcomes for patients in a variety of different diseases
and conditions. Our first product is Lumee Oxygen, which enables physicians to ascertain the extent of perfusion, or passage of blood
through the circulatory system to an organ or tissue, in patients with Critical Limb Ischemia (“CLI”) both during and after
endovascular revascularization procedures. Lumee Oxygen received regulatory approval in Europe through the attainment of a CE mark which
subsequently lapseslapsed in 2020. The Company is working to obtain a renewed CE Mark for commercialization in Europe.Europe in order to generate revenues
in 2027. In addition, prior to
commercialization in the U.S., Lumee Oxygen must obtain FDA clearance or approval.
The latest version of Lumee Oxygen is called
Wireless Lumee Oxygen System. It has multiple components, one of which is a microsensor that is injected into the tissue of the patient
using a hypodermic needle. The sensor is designed so it does not need to be removed as it overcomes the foreign body response that usually
inhibits the ability of permanent implants to function. The sensor contains no electronics, utilizing luminescence to send a light signal
to a reader that is placed over the incision site, which in turn can send a signal to an app on a smartphone. We are in clinical trials
for Lumee Glucose, our sensing solution being developed for use in continuous glucose monitoring (“CGM”). This system targets diabetics
diabetics and pre-diabetics to allow them realtimereal-time access to their glucose data, at a price point that our management thinks is comparable
or lower
to existing systems.
The Company has expended and will continue to
expend substantial funds to complete the
research, development and clinical testing of product candidates. The Company also will be required
to expend additional funds to establish
commercial-scale manufacturing arrangements and to provide for the marketing and distribution
of products that receive regulatory approval.
As of MarchJune 31,30, 2026, the Company may be required to seek additional equity or debt
financing to commercialize its products. If
adequate funds are unavailable on a timely basis from operations or additional sources of
financing, the Company may have to delay, reduce
the scope of, or eliminate one or more of its research or development programs which
would materially and adversely affect its business,
financial condition and results of operations.
Nasdaq Continued Listing and Reverse Stock Split
As previously disclosed, onOn September 11, 2025,
we received written notice from the staff at Nasdaq (thenotified “Staff”) statingus that
we were not in compliance with the Minimum
Bid Price Requirement and the MVLS Requirement. The Staff provided us an initial compliance period of 180 calendar days, or until March
10, 2026, to regain compliance with each of the Minimum Bid Price Requirement and the MVLS Requirement.Requirement and provided us with an initial 180-day compliance
period, or until March 10, 2026, to regain compliance. On October 27, 2025, Nasdaq further notified us that our market value of publicly
held shares had been below the Market Value Requirement for the prior 30 consecutive business days and provided us with an initial 180-day
compliance period, or until April 27, 2026, to regain compliance with the requirement.
On February 9, 2026, we effected a 1-for-75 reverse
stock split of our common stock (the “Reverse Stock Split”). The Reverse Stock Split did not change the par value of the
common stock or the authorized number of shares of common stock. All share and per share information has been retroactively adjusted
to reflect the Reverse Stock Split for all periods presented.
Also as previously disclosed, on October 27,
2025, we received a letter from the Staff notifying us that, for the previous 30 consecutive business days, the market value of our publicly
held shares was below the Market Value Requirement. The Staff provided us with an initial period of 180 calendar days, or until April
27, 2026, to regain compliance with the Market Value Requirement.
On March 11, 2026, we wereNasdaq notified byus Nasdaqthat we
ofhad ournot continuedregained non-compliancecompliance with both the Minimum Bid Price Requirement andor the MVLS Requirement by the March 10, 2026 deadline,
deadline and that our
securities were therefore subject to delisting from The Nasdaq Global Market on boththose grounds.bases. We appealed thethat delisting
determination,determination and attended the hearing appeared
before the Nasdaq Hearings Panel on April 21, 2026. On April 28, 2026, Nasdaq also notified us that we had not regained compliance with
the MVPHS Requirement by the April 27, 2026 deadline, that this constituted an additional basis for delisting, and that the Nasdaq Hearings
Panel would consider this deficiency in connection with its decision; we submitted our response within the required timeframe.
On April 28, 2026, Nasdaq notified us that we
had not regained compliance with Nasdaq Listing Rule 5450(b)(1)(C), which requires us to maintain a minimum market value of publicly held
shares of $15.0 million for continued listing on The Nasdaq Global Market (the “MVPHS Requirement”), by the applicable compliance
deadline of April 27, 2026. Nasdaq further notified us that the failure to regain compliance with the MVPHS Requirement serves as an additional
basis for delisting our securities from Nasdaq and that the Nasdaq Hearings Panel will consider this additional deficiency in connection
with its determination regarding the our continued listing on The Nasdaq Global Market. We intend to present our views with respect to
this additional deficiency to the Nasdaq Hearings Panel within the required timeframe. There can be no assurance that the Nasdaq Hearings
Panel will grant our request for continued listing, that the we will regain compliance with the MVPHS Requirement within any extension
period that may be granted, or that we will otherwise maintain compliance with Nasdaq’s continued listing standards.
On May 6, 2026, Nasdaq notified us that the Nasdaq
Hearings Panel had granted our request for continued listing on Nasdaq,Nasdaq subject to certain conditions. The Nasdaq Hearings Panel granted
us an exception to cure our listing deficiencies, including noncompliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum
bid price of $1.00 per share, and Nasdaq Listing Rule 5550(b)(2), which requires a minimum market value of listed securities for continued
listing on The Nasdaq Capital Market. As a condition to the exception,
we arewere required to: (i) on or before May 11, 2026, file an application
with Nasdaq’s Listing Qualifications Staff to transfer our listing to The Nasdaq Capital Market; (ii)by onMay or before June 5,11, 2026,
obtain stockholder approval
for a reverse stock split andby adviseJune the Nasdaq Hearings Panel within 24 hours if such approval is not obtained;
(iii) on or before July 6,23, 2026, and demonstrate compliance with the minimum bid price requirement; and (iv) on or before July 6, 2026, demonstrate
compliance with Nasdaq’s stockholders’
equity requirement by filingJuly a20, timely2026. publicOn disclosureJuly describing10, the2026, transactions
undertakenNasdaq approved our requested extension to demonstrate compliance by usJuly to31, achieve2026.
We compliance and demonstrate long-term compliance with the equity requirement, and by providing an indication
of our equity following such transactions. The Nasdaq Hearings Panelwere also required us to providepromptly promptnotify notificationthe Panel of any significant
events that occur during the exception period that maycould affect our compliancecompliance,
and with Nasdaq requirements. The Nasdaq Hearingsthe Panel reserved
the right to reconsider the terms of the exception basedif onit any event, condition or circumstance that, in its opinion, would makedetermined continued
listing of our securities on Nasdaqwas inadvisable or unwarranted. There can be no assurance that we will timely satisfy the conditions of
the exception, regain compliance with Nasdaq’s continued listing standards, maintain compliance with Nasdaq’s continued listing
standards thereafter, or otherwise maintain the listing of our securities on Nasdaq. On May 13, 2026, we received Nasdaq’s notice thatconfirming wethe will
be transferredtransfer to The Nasdaq Capital MarketMarket, aseffective ofon May 15, 2026.
We legally issued shares of our common stock and Series A Non-Voting Convertible Preferred Stock pursuant to the Option Agreement described in Note 13 on July 31, 2026, and there are no remaining conditions that would affect the recognition of the issued equity. Therefore, we believe that as of July 31, 2026, we had at least $2.5 million of stockholders’ equity as required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), which represents an alternative continued listing standard to the $35.0 million market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2). As of the date these condensed consolidated financial statements were issued, we are awaiting formal confirmation from Nasdaq that we have demonstrated compliance with the applicable continued listing requirement.
There can be no assurance that we will timely satisfy the remaining conditions or otherwise maintain compliance with Nasdaq’s continued listing standards. If we do not timely regain compliance with the applicable Nasdaq listing requirements, Nasdaq may commence delisting proceedings, suspend trading of our securities, or otherwise take action that could result in the removal of our securities from Nasdaq. Any such event could materially and adversely affect the liquidity and market price of our securities, limit our ability to raise capital, and adversely affect our business, financial condition, and results of operations.
Reverse Stock Splits
On August 17, 2026, we effected a 1-for-4 reverse stock split of our common stock (the “August Reverse Stock Split”). The August Reverse Stock Split did not change the par value of common stock, which remained $0.0001 per share, or the authorized number of shares of common stock. No fractional shares were issued in connection with the August Reverse Stock Split.
On July 7, 2026, we effected a 1-for-25 reverse stock split of our common stock (the “July Reverse Stock Split”). The July Reverse Stock Split did not change the par value of common stock, which remained $0.0001 per share, or the authorized number of shares of common stock. No fractional shares were issued in connection with the July Reverse Stock Split.
On February 9, 2026, we effected a 1-for-75 reverse stock split of our common stock (the “February Reverse Stock Split”). The February Reverse Stock Split did not change the par value of common stock, which remained $0.0001 per share, or the authorized number of shares of common stock. No fractional shares were issued in connection with the February Reverse Stock Split.
The August Reverse Stock Split, July Reverse Stock Split, and the February Reverse Stock Split are collectively referred to herein as the “Reverse Stock Splits.” All share and per share information has been retroactively adjusted to reflect the Reverse Stock Splits for all periods presented.
We applied for loan forgiveness for the remaining
PPP loan in December 2025. On February 11, 2026, we received approval for forgiveness from the Small Business Administration for the full
full $1.4 million principal loan balance. We recognized a gain on the extinguishment of the PPP Loan of $1.4 million within Gain on extinguishment
of PPP loan on the condensed consolidated statements of operations during the threesix months ended MarchJune 31,30, 2026.
On March 11, 2026, we made the determination
to terminate our Bitcoin treasury reserve strategy in light of current market conditions and our capital allocation priorities. During
the threesix months ended MarchJune 31,30, 2026, we sold 16.51 Bitcoins for an aggregate amount of $1.2 million, resulting in realized losses of $0.3
$0.3 million.
On March 20, 2026, we entered into an amendment
for our related-party promissory note to extend the maturity date from January 11, 2026 to December 31, 2026. On April 6, 2026, we amended
the related party convertible promissory note to update the conversion price to $0.76$76.00 per shareshare, as adjusted for the Reverse Stock Splits,
and concurrently approved the potential conversion of the entire outstanding principal
balance of $1.9 millionmillion. intoThe 2,460,257agreement amendment
was subsequently rescinded on April 7, 2026 and is voided. The contemplated conversion was not consummated, no conversion shares ofwere
issued our common stock toand the holders.entire outstanding principal balance remained outstanding.
On April 24, 2026, the Company entered into a
Note Modification and Conversion Agreement with NorthView Sponsor I LLC, amending that certain Promissory Note to establish an outstanding
non-interest-bearing principal balance of $1.9 million, extendretained the December 31, 2026 maturity date to December 31, 2026, and provideprovided the holder with the
option to convert the outstanding principal into shares of the Company’s common stock. Subsequently, on April 29, 2026, the Company
entered into Amendment No. 1 to the Note Modification and Conversion Agreement, adding a covenant that restricts the issuance of conversion
shares in excess of 19.99% of the issued and outstanding common stock unless and until prior stockholder approval is obtained.
On July 31, 2026, we entered into Amendment No. 2 to the Note Modification and Conversion Agreement with NorthView Sponsor I LLC. The amendment increased the beneficial ownership limitation applicable to conversions under the note to 49.9% of our outstanding common stock following conversion and established the conversion price as the closing price of our common stock on July 31, 2026. The amendment also provides that the number of shares issuable upon conversion will equal 122% of the principal amount being converted divided by the conversion price. All other material terms of the agreement remain in effect.
On August 12, 2026, NorthView Sponsor I LLC converted $1.3 million of principal outstanding under the convertible Promissory Note – Related Party into 301,991 shares of our common stock at a conversion price of $4.28 per share.
On April 2, 2026, we entered into Amendment No.
4 to our PIPE Subscription Agreement and related Pledge Agreement with Ascent. Under Amendment No. 4, we may request additionalfunding funding
with an aggregate
principal amount of up to $12.2 million,million under the facility, subject to the terms and conditions of the amended agreements. The $12.2 million
principal amount referenced in Amendment No. 4 represents the remaining available borrowing capacity under the existing Ascent PIPE financing
arrangement and is not in addition to the original aggregate facility.
In connection with the additional closing on April 2, 2026, we issued an Ascent PIPE Note with an aggregate principal amount of approximately $0.6 million. The note matures on April 2, 2027, bears interest at 12% per annum and is convertible into shares of our common stock, subject to the terms of the note. As consideration for Ascent’s participation in the April 2, 2026 additional closing, Ascent earned a warrant (“Ascent Warrant”) to purchase 11,111 shares of our common stock at an exercise price of $50.00 per share, as adjusted for the July and August Reverse Stock Splits. The Ascent Warrant was exercisable on a cash or cashless basis for a period of five years and was subject to a 9.99% beneficial ownership limitation and customary anti-dilution adjustments.
In connection with the additional closings on
April 2, 2026 and April 20, 2026, we issued Ascent PIPE Notes with an aggregate principal amount of $0.6 million and $1.1 million, respectively,
and a warrant to purchase 3,333,333 shares of our common stock at an initial exercise price of $0.50 per share (the “Warrant”)
that is exercisable on a cash or cashless basis through April 20, 2031, and is subject to a 9.99% beneficial ownership limitation and
customary anti-dilution adjustments. The notes mature on April 2, 2027 and April 20, 2027, respectively, and each bear interest at 12%
per annum and is convertible into shares of our common stock, subject to the terms of the notes. The warrant contains customary terms
and provisions for instruments of this nature.
In connection with the Warrantadditional issuance,closing on
April 20, 2026, we issued an Ascent PIPE Note with an aggregate principal amount of approximately $1.1 million. The note matures on April
20, 2027, bears interest at 12% per annum and is convertible into shares of our common stock, subject to the terms of the note. In connection
Companywith the April 20, 2026 closing, we entered into a side letter agreement with Ascent pursuant to which Ascent waived certain defaults
under the Purchase Agreement,Agreement and we issued a replacement Ascent Warrant that replaced the warrant earned on April 2, 2026. The replacement
warrant increased the number of shares issuable upon exercise offrom 11,111 shares to 33,333 shares, as adjusted for the Warrant was increased to 3,333,333 shares,July and theAugust
Reverse CompanyStock Splits, retained an exercise price of $50.00 per share and is exercisable on a cash or cashless basis through April 20,
2031. We also agreed to provide Ascent
with demand and piggyback registration rights with respect to the underlying shares.
In connection with the Warrantissuance issuance,of the replacement
warrant, Ascent
also entered into a lock-up agreement with the Company,agreement, dated as of April 20, 2026, pursuant to which Ascent agreed not to transfer shares
underlying the Warrantshares underlying
the replacement warrant for 120 daysdays, (expiring August 22, 2026),2026, subject to customary exceptions. Any permitted transferee is required
to execute a lock-up agreement on substantially similar terms.
Warrant Amendment
On August 12, 2026, our Board of Directors approved an amendment to the warrant conversion price related to the August Reverse Stock Split. Prior to the August Reverse Stock Split, we had 17,404,250 outstanding Warrants (excluding the Ascent Warrants) to purchase 9,282 shares of our Common Stock, with each whole Warrant being exercisable under the Warrant Agreement to purchase one Warrant Share, with an exercise price of $21,562.50 per Warrant Share. After giving effect to the August Reverse Stock Split, these 17,404,250 Warrants will be exercisable for a total of 2,320 shares of Common Stock, with each whole Warrant exercisable to purchase 1/7,500th of a Warrant Share, and the exercise price shall be adjusted to $86,250.00 per whole Warrant Share. After giving effect to the August Reverse Stock Split, one Warrant Share will be issuable upon the exercise of 7,500 Warrants for an aggregate exercise price of $86,250.00. The impact of the August Reverse Stock Split on exercise price for the Ascent Warrants is discussed in “Amendment No. 5 on the PIPE Subscription Agreement” below.
Amendment No. 5 on the PIPE Subscription Agreement
On August 12, 2026, we executed the 5th amendment to the Ascent Convertible Note Agreement for which we received an additional tranche of $0.7 million on August 13, 2026, which bears interest at 7% per annum and matures on August 12, 2027. In connection with Amendment No. 5, we also amended the exercise price of the Ascent Warrants to $1.07 per share.
ELOC
During the six months ended June 30, 2026, approximately $2.9 million representing 93,020 shares of our common stock, as adjusted for the Reverse Stock Splits, were sold pursuant to the ELOC Purchase Agreement.
Subsequent to March 31, 2026 and through
the date of filing, we issued 360,000 shares of our common stock in exchange for $0.4 million under the ELOC Purchase Agreement and
issued 1,870,245 shares of our common stock for the settlement of $0.8 million of principal and interest on the Ascent PIPE Notes.
AssetProposed Bio Insights Acquisition
On April 1, 2026, we entered into a Letter of
Intent (“LOI”) with Bio Insights LLC (“Seller” or “Bio Insights”) for the proposed acquisition of
Bio Insight LLC’sInsight’s PanOmics Assay. On April 21,
2026, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)
with Bio InsightsInsights, LLC (“Seller”),
pursuant to which we agreed to acquire substantially all of the know-how assets related to Seller’s PanOmics
Assay, an integrated
NGS multi-omics analysis platform used in drug discovery and precision medicine (the “Purchased Assets”).
The Purchased Assets
include proprietary methodologies, data, processes, algorithms, software, databases, and related goodwill, but exclude
patent rights
and biological samples (which remain with Seller, subject to an exclusive sample access license granted to the Company).
On May 22, 2026, the parties entered into a First Amendment to the Asset Purchase Agreement, which removed the provision requiring the Company to allocate 12% of fully diluted common stock to certain members of management. Stockholder approval was obtained on June 23, 2026 and it remains subject to other customary conditions.
The Asset Purchase Agreement contains customary
representations, warranties, covenants, and indemnification provisions, including a five-year non-compete, 24-month transition assistance,
and a voting agreement. The closing is subject to customary conditions,conditions andwhich eitherhave not yet been satisfied. Either party may terminate if
the closing has not occurred
on or before September 30, 2026.
G3 Acquisition Term Sheet
On July 2, 2026, we entered into a non-binding term sheet regarding the proposed acquisition of a privately held commercial-stage health diagnostics and toxicology testing company. The proposed transaction remains subject to due diligence, negotiation and execution of definitive agreements, receipt of required stockholder, stock exchange, regulatory and third-party approvals, completion of contemplated debt conversions, receipt of audited financial statements of the target company, and other closing conditions. The contemplated transaction would include the issuance of common and non-voting convertible preferred stock, the proposed exchange of certain outstanding obligations for preferred stock, and approximately $7.0 million of financing at closing. The contemplated financing is not committed, remains subject to due diligence and definitive documentation, and has not been included as an available source of liquidity in our assessment of our ability to meet our obligations. There can be no assurance that definitive agreements will be executed or that the proposed transaction or related financing will be completed.
Subsequent to signing the non-binding term sheet, we entered into option agreement to acquire G3 on July 31, 2026, which superseded the abovementioned term sheet.
Option Agreement to Acquire G3
On July 31, 2026, we entered into an option agreement with certain stockholders of G3 Vision Labs Inc. (“G3”), pursuant to which we obtained the right, but not the obligation, to acquire 100% of the outstanding equity securities of G3. G3 owns all or substantially all of the equity securities of Med Screen Laboratories Inc., Dominion Diagnostics LLC and Acutis Diagnostics Inc. Our ability to exercise the option is subject to various conditions, including our or G3’s completion of, or receipt of binding commitments for, one or more financings resulting in aggregate gross proceeds of at least $30.0 million; the refinancing, repayment or other satisfaction of certain G3 indebtedness or receipt of applicable lender consents; receipt of required stockholder and Nasdaq approvals; continued listing of our common stock on Nasdaq; release of the sellers from certain obligations relating to indebtedness of the target companies; and execution of definitive acquisition documents. The option expires 90 days after the target companies provide us with specified audited and reviewed financial information.
As consideration for the grant of the option, we issued an aggregate of 50,280 shares of our common stock and 52,903.566 shares of Series A Non-Voting Convertible Preferred Stock. The Call Option consideration are not subject to a lock-up period but are subject to registration on a future Form S-1 which will be filed at the earliest commercial reasonable date. The issuance of these securities did not generate cash proceeds and has not been included as an available source of liquidity in our assessment of our ability to meet our obligations. If we exercise the option, the sellers will be entitled to receive an additional 53,918.113 shares of Series A preferred stock. The contemplated $30.0 million financing has not been completed, remains subject to binding commitments and other conditions, and has not been included as an available source of liquidity. There can be no assurance that the conditions to exercise the option will be satisfied, that the required financing will be obtained, or that the contemplated acquisition will be completed.
In connection with entering into the Option Agreement, we were invoiced by our financial advisor for a cash success fee of $0.6 million and 3,037.381 shares of Series A Non-Voting Convertible Preferred Stock. We also incurred transaction-related employee bonuses with an aggregate contractual amount of $2.6 million, consisting of $0.4 million payable in cash and $2.2 million payable in equity awards. We also incurred legal and other professional fees, for which the amount is being finalized.
Changes in Directors and Executive Officers
Effective July 21, 2026, Jack Stover was appointed Executive Chairman and Chief Executive Officer and Ben Hwang was appointed President. On July 26, 2026, Mr. Hwang resigned from the Board while continuing to serve as President, and Liviu Goldenberg was appointed as an independent director.
Reduction in Force
Subsequent to June 30, 2026, we implemented cost reduction measures designed to preserve our liquidity and reduce operating expenses. These measures included a reduction in force that reduced our workforce from 11 employees to 5 employees.
The accompanying condensed consolidated financial
statements have been prepared in conformity with GAAP and pursuant to applicable rules and regulations of the SEC and include all adjustments
necessary for the fair presentation of our financial position as of MarchJune 31,30, 2026 and 2025 and the results of operations and cash
flows for the periods then ended. The accompanying condensed consolidated financial statements include the accounts of Profusa Inc. and
its wholly owned subsidiary, Profusa Asia Pacific Pte. Ltd (“APAC”). All intercompany balances and transactions have been
eliminated in consolidation.
We elected to apply the fair value option to
account for (i) the convertible notes issued between June 2023 and March 2024 (the “Tasly Convertible Note”), (ii) the Ascent
PIPE Notes issued during the year ended December 31, 2025 and (iii) the Northview Sponsor working capital promissory note. Loss on change
in the fair value of convertible notes comprise
of the change in fair value of the Company’s convertible notes and its related
accrued interest on the convertible notes. These
abovementioned notes were recorded at fair value at inception and are subject to remeasurement
to fair value at each balance sheet date,
with the change in fair value reflected in our condensed consolidated statements of operations.
The change in fair value of our private and representatives
warrant liabilities that we acquired as a result of our Business Combination isand the change in fair value of our Ascent Warrants are reflected
in this financial statement line item.
Interest expense consists primarily of the interest
on our convertible senior notes, promissory notes, and PPP Loans.Loan.
Financing costs consists of costs in relation
to theour forward share issuance, issuance of shares under the ELOC Purchase Agreement.Agreement and noncash warrant issuance expense related to the
Ascent Warrants.
Other Income (Expense)
Other income (expense) consists primarily of
interest income
earned from our operating cash account and a short-term sublease of a portion of our facilities.
Comparison
of the three months ended March
31,June 30, 2026 and 2025
The following table sets forth our condensed
consolidated statements of operations for the periodsthree indicatedmonths ended June 30, 2026 and 2025 (in thousands):
Research and
Development – Research
and development expenses increased by $0.7$0.4 million, or 164%,109%, to $1.1 million during the three months
ended March 31, 2026 from $0.4$0.8 million during the three months ended MarchJune 31,30, 2026 from $0.4 million
during the three months ended June 30, 2025. The increase was driven primarily by the increase
in regulatory and contract research organization
(“CRO”) costs of $0.6$0.4 million and third-party consultant services of $0.1
million, respectively, which is in line with our focus on research and development to complete device functionality
functionality and reach the point of commercialization in the near future.
PFSA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 6 Form 4 filings (1 insider, 8 trade dates, 37,635 shares, about $36.9K) and open-market sales in 5 filings (1 insider, 6 trade dates, 67,556 shares, about $153.3K). Net open-market shares: -29,921 (purchases minus sales); net value about -$116.4K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-21 | Knechtel Fred S. |
Other | 301,991 | — | — |
| 2026-08-21 | Knechtel Fred S. |
Other | 54,323 | — | — |
| 2026-08-21 | Stover Jack E |
Other | 301,991 | — | — |
| 2026-08-21 | Stover Jack E |
Other | 32,018 | — | — |
| 2026-08-17 | Hrt Financial Lp |
Open-market sale | 18,395 | $5.94 | $109.3K |
| 2026-08-14 | Hrt Financial Lp |
Open-market sale | 3,163 | $0.90 | $2.8K |
| 2026-08-13 | Hrt Financial Lp |
Open-market sale | 42,411 | $0.89 | $37.7K |
| 2026-08-12 | Knechtel Fred S. |
Conversion | 301,991 | $4.28 | $1.3M |
| 2026-08-12 | Stover Jack E |
Conversion | 301,991 | $4.28 | $1.3M |
| 2026-08-12 | Hrt Financial Lp |
Open-market purchase | 5,585 | $0.96 | $5.4K |
| 2026-08-11 | Hrt Financial Lp |
Open-market sale | 2,280 | $0.97 | $2.2K |
| 2026-08-10 | Hrt Financial Lp |
Open-market purchase | 4,016 | $0.94 | $3.8K |
| 2026-08-07 | Hrt Financial Lp |
Open-market sale | 924 | $0.95 | $878 |
| 2026-08-06 | Hrt Financial Lp |
Open-market purchase | 926 | $0.94 | $870 |
| 2026-08-05 | Hrt Financial Lp |
Open-market sale | 383 | $0.94 | $360 |
| 2026-08-04 | Hrt Financial Lp |
Open-market purchase | 1,368 | $0.95 | $1.3K |
| 2026-08-03 | Hrt Financial Lp |
Open-market purchase | 14,556 | $0.96 | $14.0K |
| 2026-07-31 | Hrt Financial Lp |
Open-market purchase | 8,811 | $1.05 | $9.3K |
| 2026-07-30 | Hrt Financial Lp |
Open-market purchase | 1,063 | $1.01 | $1.1K |
| 2026-07-29 | Hrt Financial Lp |
Open-market purchase | 1,310 | $1.01 | $1.3K |
Well-known investors holding PFSA (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 30,844 | $15.6K | — | Sold out |