8-K: Profusa Faces Nasdaq Delisting Threat Over MVLS, Bid Price

Profusa, Inc. received notices from Nasdaq regarding non-compliance with minimum market value of listed securities and bid price requirements, initiating a 180-day compliance period.

Summary

• Profusa, Inc. (PFSA) received two notices from The Nasdaq Stock Market LLC on September 11, 2025, indicating non-compliance with continued listing standards.
• The first notice (MVLS Notice) stated that the company's market value of listed securities (MVLS) fell below the required $50,000,000 minimum for the period from July 29, 2025, to September 10, 2025.
• The second notice (Bid Price Notice) indicated that the company's common stock closing bid price fell below the required $1.00 per share minimum for the period from July 29, 2025, to September 10, 2025.
• Profusa has a compliance period of 180 calendar days, until March 10, 2026, to regain compliance for both deficiencies.
• To regain MVLS compliance, the company's MVLS must close at $50,000,000 or more for a minimum of ten consecutive business days.
• To regain bid price compliance, the common stock's closing bid price must be at least $1.00 per share for a minimum of ten consecutive business days.
• Failure to regain compliance could lead to delisting from the Nasdaq Global Market, though the company may appeal or consider transferring to the Nasdaq Capital Market.

Sentiment

Score: 2

Explanation: The filing indicates severe negative sentiment due to the company's failure to meet two critical Nasdaq listing requirements, leading to a delisting threat. This reflects significant underperformance and creates substantial uncertainty for investors.

Positives

• The company has been granted a 180-calendar-day compliance period, until March 10, 2026, to address both Nasdaq listing deficiencies.
• The notices have no immediate effect on the listing or trading of the company's common stock on the Nasdaq Global Market, which will continue to trade under the symbol PFSA.

Negatives

• Profusa's market value of listed securities (MVLS) has fallen below Nasdaq's minimum requirement of $50,000,000.
• The company's common stock closing bid price has fallen below Nasdaq's minimum requirement of $1.00 per share.
• There is no assurance that the company will be able to regain compliance with Nasdaq's listing rules.

Risks

• Potential delisting of the company's common stock from The Nasdaq Global Market if compliance is not regained by March 10, 2026.
• Inability to maintain compliance with other applicable Nasdaq listing requirements.
• Risk of further notification of delisting if compliance is not met within the initial or any subsequent extended compliance periods.

Future Outlook

The company is monitoring its market value of listed securities and minimum bid price and is considering available options to regain compliance with Nasdaq's continued listing standards. There is no assurance that compliance will be regained or maintained.

Management Comments

• Management is monitoring the MVLS and minimum bid price of its listed securities.
• Management is considering available options to regain compliance with Nasdaq's continued listing standards.

Industry Context

Receiving delisting notices from Nasdaq for failing to meet minimum market value and bid price requirements is a common occurrence for smaller-cap companies experiencing significant financial or operational challenges, often indicating a loss of investor confidence or underlying business difficulties.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders face increased risk of delisting, which could lead to reduced liquidity and potentially lower stock valuation.
• The company's ability to attract new investors or raise capital may be negatively impacted due to the uncertainty surrounding its listing status.

Next Steps

• Profusa must achieve a market value of listed securities of $50,000,000 or more for at least ten consecutive business days by March 10, 2026.
• Profusa must achieve a closing bid price of at least $1.00 per share for at least ten consecutive business days by March 10, 2026.
• If compliance is not regained, Nasdaq will provide written notification that the company's securities are subject to delisting.
• The company may appeal any delisting determination to a Nasdaq hearings panel.
• The company may consider applying to transfer its listing to the Nasdaq Capital Market if it meets those requirements.

Key Dates

Recommendation

The company faces immediate and severe threats of delisting from Nasdaq due to non-compliance with both market value and bid price requirements. While a compliance period exists, the underlying issues leading to these deficiencies suggest significant operational or financial distress. The lack of assurance regarding regaining compliance, coupled with the potential for reduced liquidity and investor confidence post-delisting, makes the stock a high-risk investment with substantial downside potential. Investors should consider exiting their positions.

Keywords

Nasdaq, Delisting, Compliance, MVLS, Bid Price, Profusa, PFSA, Market Value, Stock Price, Listing Standards