Profusa To Withdraw S-1 Registration Statement to Pursue a Smaller, More Focused Offering
After Reevaluating its Near-term Capital Needs Given the Recent Changes in its Projected 2026 Revenue and Mayo Collaboration, the Company Determined that a $15 Million Offering is Not Required to Achieve Near-term Revenue Projections
BERKELEY, CA, Feb. 27, 2026 (GLOBE NEWSWIRE) -- Profusa, Inc. ("Profusa" or the "Company") (NASDAQ:PFSA), a commercial stage digital health company pioneering the next generation of technology platform enabling the continuous monitoring of an individual's biochemistry, announces it has elected not to proceed with its public offering and intends to file a post-effective amendment with the U.S. Securities and Exchange Commission (the "SEC") for the Company's Registration Statement on Form S-1 (No. 333-293451), as amended, originally filed with the SEC on February 13, 2026 (the "Registration Statement"). The Company will pursue a smaller, more focused offering to support near-term projected Europe LumeeTM Oxygen product revenue starting in Q2 2026 and investment in its Mayo collaboration to accelerate Lumee Oxygen in the U.S. and develop and commercialize new continuous oxygen monitoring products. No securities were sold in connection with the offering described in the Registration Statement.
"We determined that due to our recently announced commercial and operational progress, a smaller, more focused offering is better aligned with our current operational requirements and in the best interest of the Company and its shareholders. Our decision reflects our continued progress in strengthening our balance sheet; having made important operational progress with commercial operations in anticipation of our projected early Q2 2026 Europe Oxygen market launch; and our targeted U.S. market entry for Lumee Oxygen in late 2026 in collaboration with the Mayo Clinic," said Ben Hwang, Ph.D., Profusa's Chairman and CEO.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Company's common stock or any securities, and there shall not be any offer, solicitation or sale of securities mentioned in the press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such any state or jurisdiction.
About Profusa
Based in Berkeley, CA, Profusa is a commercial stage digital health company led by visionary scientific founders, an experienced management team and a world-class board of directors in the development of a new generation of tissue-integrated sensors to detect and continuously transmit actionable, medical-grade data for personal and medical use. With its long-lasting, injectable and affordable biosensors and its intelligent data platform, Profusa aims to provide people with a personalized biochemical signature rooted in data that clinicians can trust and rely on.
"LUMEE", "PROFUSA" and the PROFUSA logo are registered trademarks of Profusa, Inc. in the United States, Canada, European Union, China, Japan, South Korea and Australia.
For more information, visit https://profusa.com.
Special Note Regarding Forward-Looking Statements
Certain statements in this press release may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or future financial or operating performance of Profusa. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "propose," "seek," "should," "strive," "will," or "would" or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which may be beyond the control of Profusa and could cause actual results to differ materially from those expressed or implied by such forward-looking statements including, without limitation, risks related to the Company's planned European and U.S. product launches, the risk that such product launches may not result in revenue at the levels anticipated, the risk that customer demand may be less than expected, and risks relating to the Company's withdrawal of the Registration Statement and conducting a smaller offering of its securities. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Profusa and its management, are inherently uncertain. Profusa cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. There are risks and uncertainties described more fully in the Company's public filings made by Profusa from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Profusa cannot assure you that the forward-looking statements in this communication will prove to be accurate.
Contacts
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phone: 1 (212) 655-0924
