PFSA · Profusa, Inc. Common Stock

Profusa, Inc. disclosed multiple material events in this 8-K filing. First, the company entered into a Note Modification and Conversion Agreement with NorthView Sponsor I LLC, amending a promissory note originally issued in 2023. The note's outstanding principal is $1,869,796, now non-interest bearing with a maturity of December 31, 2026. The holder has the option to convert the principal into common stock at a price equal to the greater of 95% of the closing price on the conversion date or $0.35 per share, subject to a 4.99% beneficial ownership limitation. Additionally, an amendment added an exchange cap of 19.99% of outstanding shares, requiring stockholder approval for conversions above that threshold, with the company obligated to seek such approval within 90 days. Second, on April 28, 2026, Profusa received a Nasdaq deficiency notice for failing to comply with the minimum market value of publicly held shares rule ($15 million). The company had until April 27, 2026 to regain compliance but did not. The Nasdaq Hearings Panel will consider this alongside existing bid price and market value deficiencies. Profusa intends to respond by May 5, 2026. Third, the company amended a warrant issued to Ascent Partners Fund LLC, deleting Section 4 which contained automatic conversion and assumption provisions in fundamental transactions, thereby modifying security holder rights. These events collectively signal significant changes to Profusa's capital structure and ongoing listing risk.