Profusa, Inc. 8-K

What Happened

• Profusa, Inc. (PFSA) filed an 8-K on March 13, 2026 reporting two material actions: management decided on March 11, 2026 to terminate its Bitcoin treasury reserve strategy and liquidate its Bitcoin holdings, and on March 11, 2026 Nasdaq notified the company it is subject to delisting for failure to meet market-value and minimum-bid-price requirements.
• The company held approximately 16.51 Bitcoin (acquired at an aggregate cost of about $2.0 million as of its 10-Q for the quarter ended Sept. 30, 2025) and said it will liquidate the remaining Bitcoin over the next few days via open-market sales. Proceeds will be used for general corporate purposes.
• On March 12, 2026 Ascent Partners Fund LLC notified Profusa that the Account Control Agreement (dated Sept. 29, 2025) with BitGo Trust/BitGo Prime will be terminated pursuant to the agreement; termination is effective 30 days after this 8-K filing.

Key Details

• Bitcoin holdings: ~16.51 BTC, aggregate cost ≈ $2.0M (as of 9/30/2025 filing).
• Liquidation plan: sale of all remaining Bitcoin in open market to unrelated purchasers; proceeds for general corporate purposes.
• Control Agreement: terminated by Secured Party (Ascent Partners Fund LLC) on March 12, 2026; effective 30 days after this filing.
• Nasdaq delisting: initial MVLS and Minimum Bid Price notices received Sept. 11, 2025; company failed to regain compliance by the March 10, 2026 deadline; Nasdaq notified Profusa on March 11, 2026 it is subject to delisting on both bases. Profusa has until March 20, 2026 to request a hearing and intends to do so (a timely hearing request stays suspension/delisting pending the Hearing Panel decision).

Why It Matters

• Liquidating the Bitcoin holdings ends Profusa’s crypto treasury strategy and will convert that digital asset exposure into cash, which the company says will be used for general corporate needs. This changes the company’s asset mix and removes custodial/joint-control arrangements tied to the Account Control Agreement.
• The Nasdaq delisting notice is material for shareholders: delisting would likely reduce liquidity and investor access to the stock. Profusa’s intent to request a hearing will temporarily stay delisting and provide time to present a plan to regain compliance. Investors should watch for updates on the hearing, the outcome of the Bitcoin sales (proceeds and timing), and any disclosures about capital allocation or balance-sheet impact.