Welcome to our dedicated page for Profusa SEC filings (Ticker: NVACW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Profusa, Inc. filings document the digital health company’s securities registration activity, material events, and public-company status. Its S-1 and S-1/A registration statements describe offering-related disclosures, security structure, capital structure, risk factors, and the company’s status as an emerging growth company and smaller reporting company.
Profusa’s 8-K reports cover Nasdaq listing compliance matters, material agreements, shareholder voting matters, and other capital-structure or security-structure disclosures. These filings provide the formal record for corporate events affecting the company and its warrant security.
Profusa, Inc. is asking stockholders to approve several major proposals at its June 23, 2026 virtual annual meeting. The board seeks to elect Lauren Chung to a three-year term and obtain broad authority to execute one or more reverse stock splits in a 1‑for‑5 to 1‑for‑200 range through June 23, 2028 to help regain Nasdaq bid‑price compliance.
Stockholders are also being asked to approve issuing $30,000,000 of non‑voting convertible preferred stock to Bio Insights LLC for PanOmics Assay assets, which will convert into common shares and carry a 3% royalty on related revenue and a board nomination right. Another proposal would allow conversion of a $1,869,796 promissory note into common stock above the 19.99% Nasdaq threshold, and an equity plan amendment would raise the 2025 plan reserve from 100,386 to 795,930 shares (15% of 4,510,268 shares outstanding after the reverse split). An adjournment proposal would let the company delay the meeting to gather more proxies if needed.
Profusa, Inc. is asking stockholders to approve several major proposals at its June 23, 2026 virtual annual meeting. The board seeks to elect Lauren Chung to a three-year term and obtain broad authority to execute one or more reverse stock splits in a 1‑for‑5 to 1‑for‑200 range through June 23, 2028 to help regain Nasdaq bid‑price compliance.
Stockholders are also being asked to approve issuing $30,000,000 of non‑voting convertible preferred stock to Bio Insights LLC for PanOmics Assay assets, which will convert into common shares and carry a 3% royalty on related revenue and a board nomination right. Another proposal would allow conversion of a $1,869,796 promissory note into common stock above the 19.99% Nasdaq threshold, and an equity plan amendment would raise the 2025 plan reserve from 100,386 to 795,930 shares (15% of 4,510,268 shares outstanding after the reverse split). An adjournment proposal would let the company delay the meeting to gather more proxies if needed.
Profusa, Inc. has amended its asset purchase agreement with Bio Insights LLC for the PanOmics Assay platform. The original $30,000,000 purchase price, payable in Series A Convertible Preferred Stock, remains unchanged.
The amendment removes Section 4.6, which had required issuing management an aggregate of 12% of fully diluted common shares immediately after closing and any related equity financing for the CEO and CFO. All references to these management shares are deleted, and a related approval reference in Section 3.3(c) is conformed. All other agreement terms stay in effect.
Profusa, Inc. has amended its asset purchase agreement with Bio Insights LLC for the PanOmics Assay platform. The original $30,000,000 purchase price, payable in Series A Convertible Preferred Stock, remains unchanged.
The amendment removes Section 4.6, which had required issuing management an aggregate of 12% of fully diluted common shares immediately after closing and any related equity financing for the CEO and CFO. All references to these management shares are deleted, and a related approval reference in Section 3.3(c) is conformed. All other agreement terms stay in effect.
Profusa, Inc. submitted an Advance Notice to Ascent Partners Fund LLC to sell common stock under their existing equity line of credit. For May 2026 advances with payment on share delivery, each Advance Notice may cover up to 9.99% of shares outstanding, capped at $300,000 per advance.
Ascent will fund purchases upon share delivery, paying 97% of the lowest 10-day volume-weighted average price before the Advance Notice, multiplied by the shares requested. A True-Up Mechanism applies: if 97% of the lowest VWAP during the Adjustment Period is below the closing price, Profusa will issue additional shares so Ascent receives the number it would have received at the adjusted price.
Profusa, Inc. submitted an Advance Notice to Ascent Partners Fund LLC to sell common stock under their existing equity line of credit. For May 2026 advances with payment on share delivery, each Advance Notice may cover up to 9.99% of shares outstanding, capped at $300,000 per advance.
Ascent will fund purchases upon share delivery, paying 97% of the lowest 10-day volume-weighted average price before the Advance Notice, multiplied by the shares requested. A True-Up Mechanism applies: if 97% of the lowest VWAP during the Adjustment Period is below the closing price, Profusa will issue additional shares so Ascent receives the number it would have received at the adjusted price.
Profusa, Inc. reported a net loss of $3.5 million for the three months ended March 31 2026, compared with $2.7 million a year earlier, as research and development and legal and accounting costs increased. Cash fell to $0.4 million from $1.8 million at year‑end, while total liabilities were $29.1 million against total assets of $0.9 million, leaving a stockholders’ deficit of $28.2 million. The company recorded a $1.4 million gain from forgiveness of its remaining PPP loan but also realized a $0.3 million loss exiting its Bitcoin treasury strategy. Management disclosed a working capital deficit of about $28.4 million and concluded that substantial doubt exists about its ability to continue as a going concern, relying on an equity line of credit, PIPE notes and future financings to fund operations while pursuing regulatory approvals and commercialization of its Lumee Oxygen and Lumee Glucose platforms and navigating Nasdaq listing compliance.
Profusa, Inc. reported a net loss of $3.5 million for the three months ended March 31 2026, compared with $2.7 million a year earlier, as research and development and legal and accounting costs increased. Cash fell to $0.4 million from $1.8 million at year‑end, while total liabilities were $29.1 million against total assets of $0.9 million, leaving a stockholders’ deficit of $28.2 million. The company recorded a $1.4 million gain from forgiveness of its remaining PPP loan but also realized a $0.3 million loss exiting its Bitcoin treasury strategy. Management disclosed a working capital deficit of about $28.4 million and concluded that substantial doubt exists about its ability to continue as a going concern, relying on an equity line of credit, PIPE notes and future financings to fund operations while pursuing regulatory approvals and commercialization of its Lumee Oxygen and Lumee Glucose platforms and navigating Nasdaq listing compliance.
Profusa, Inc. reports that Nasdaq has confirmed its application to transfer its common stock listing to The Nasdaq Capital Market, with the transfer effective at the open of trading on May 15, 2026. This step satisfies a key requirement of a May 6, 2026 Nasdaq Hearings Panel decision granting the company an exception to continue listing.
The exception is conditional on Profusa meeting interim milestones tied to Nasdaq Listing Rule 5550(a)(2) on minimum bid price and Listing Rule 5550(b)(2) on stockholders’ equity, in lieu of the market value standard under Rule 5550(b)(1). Profusa is evaluating these conditions and plans actions such as potential reverse stock splits or financings to regain full compliance, but warns there is no assurance it will succeed or that its stock will remain listed on The Nasdaq Capital Market.
Profusa, Inc. reports that Nasdaq has confirmed its application to transfer its common stock listing to The Nasdaq Capital Market, with the transfer effective at the open of trading on May 15, 2026. This step satisfies a key requirement of a May 6, 2026 Nasdaq Hearings Panel decision granting the company an exception to continue listing.
The exception is conditional on Profusa meeting interim milestones tied to Nasdaq Listing Rule 5550(a)(2) on minimum bid price and Listing Rule 5550(b)(2) on stockholders’ equity, in lieu of the market value standard under Rule 5550(b)(1). Profusa is evaluating these conditions and plans actions such as potential reverse stock splits or financings to regain full compliance, but warns there is no assurance it will succeed or that its stock will remain listed on The Nasdaq Capital Market.
Profusa, Inc. received a decision from the Nasdaq Hearings Panel granting a conditional exception that allows its shares to remain listed, and approving a transfer from The Nasdaq Global Market to The Nasdaq Capital Market. The company must meet interim milestones and regain compliance with Nasdaq’s bid price and stockholders’ equity listing rules by July 6, 2026. Profusa is evaluating the conditions and plans actions such as potential reverse stock splits or financings to try to meet these requirements, but notes there is no assurance it will succeed.
Profusa, Inc. received a decision from the Nasdaq Hearings Panel granting a conditional exception that allows its shares to remain listed, and approving a transfer from The Nasdaq Global Market to The Nasdaq Capital Market. The company must meet interim milestones and regain compliance with Nasdaq’s bid price and stockholders’ equity listing rules by July 6, 2026. Profusa is evaluating the conditions and plans actions such as potential reverse stock splits or financings to try to meet these requirements, but notes there is no assurance it will succeed.
STOVER JACK E reported open-market purchase transactions in this Form 4 filing.
Profusa, Inc. director-related entity NorthView Sponsor I LLC converted a Second Amended and Restated Promissory Note with principal of $1,869,796 into 5,342,274 shares of Common Stock. The conversion reflects use of the floor price of $0.35 per share under an April 24, 2026 Note Modification and Conversion Agreement.
STOVER JACK E reported open-market purchase transactions in this Form 4 filing.
Profusa, Inc. director-related entity NorthView Sponsor I LLC converted a Second Amended and Restated Promissory Note with principal of $1,869,796 into 5,342,274 shares of Common Stock. The conversion reflects use of the floor price of $0.35 per share under an April 24, 2026 Note Modification and Conversion Agreement.
Knechtel Fred S. reported open-market purchase transactions in this Form 4 filing.
Profusa, Inc. Chief Financial Officer Fred S. Knechtel reported an indirect transaction involving a Convertible Promissory Note held by NorthView Sponsor I LLC, where he is managing member. The filing states that the entire outstanding principal balance of the Second Amended and Restated Promissory Note of $1,869,796 was converted into 5,342,274 shares of Common Stock at the $0.35 per share floor price.
The conversion price under the note is defined as the greater of 95% of the closing price of the Common Stock on the conversion date and $0.35 per share, pursuant to a Note Modification and Conversion Agreement dated April 24, 2026. The note became convertible on the Registration Effective Date under that agreement. Mr. Knechtel may be deemed to share beneficial ownership of securities held by NorthView Sponsor I LLC but disclaims beneficial ownership except to the extent of his pecuniary interest.
Knechtel Fred S. reported open-market purchase transactions in this Form 4 filing.
Profusa, Inc. Chief Financial Officer Fred S. Knechtel reported an indirect transaction involving a Convertible Promissory Note held by NorthView Sponsor I LLC, where he is managing member. The filing states that the entire outstanding principal balance of the Second Amended and Restated Promissory Note of $1,869,796 was converted into 5,342,274 shares of Common Stock at the $0.35 per share floor price.
The conversion price under the note is defined as the greater of 95% of the closing price of the Common Stock on the conversion date and $0.35 per share, pursuant to a Note Modification and Conversion Agreement dated April 24, 2026. The note became convertible on the Registration Effective Date under that agreement. Mr. Knechtel may be deemed to share beneficial ownership of securities held by NorthView Sponsor I LLC but disclaims beneficial ownership except to the extent of his pecuniary interest.
Profusa, Inc. is registering 179,272,293 shares of common stock for resale by existing holders. This total includes 150,568,827 purchase shares under a $100,000,000 equity line with Ascent, 20,027,859 shares issuable upon conversion of Ascent Notes, 3,333,333 warrant shares, and 5,342,274 shares issuable upon conversion of Sponsor notes.
Shares outstanding were 4,410,268 as of April 29, 2026, and would be 180,349,228 assuming full conversion of the Ascent and Sponsor notes, meaning very substantial dilution for current holders. Profusa discloses large historical net losses, substantial doubt about its ability to continue as a going concern, heavy reliance on external financing, and multiple Nasdaq listing deficiencies that could lead to delisting if not cured.
Profusa, Inc. is registering 179,272,293 shares of common stock for resale by existing holders. This total includes 150,568,827 purchase shares under a $100,000,000 equity line with Ascent, 20,027,859 shares issuable upon conversion of Ascent Notes, 3,333,333 warrant shares, and 5,342,274 shares issuable upon conversion of Sponsor notes.
Shares outstanding were 4,410,268 as of April 29, 2026, and would be 180,349,228 assuming full conversion of the Ascent and Sponsor notes, meaning very substantial dilution for current holders. Profusa discloses large historical net losses, substantial doubt about its ability to continue as a going concern, heavy reliance on external financing, and multiple Nasdaq listing deficiencies that could lead to delisting if not cured.
Profusa, Inc. amended a promissory note with NorthView Sponsor I LLC, confirming an outstanding principal of $1,869,796, making it non‑interest bearing and extending maturity to December 31, 2026. The holder may convert the note into common stock after a resale registration becomes effective, at the greater of 95% of the closing share price on the conversion date or $0.35 per share, subject to a 4.99% beneficial ownership cap.
An amendment adds a covenant not to issue conversion shares above 19.99% of shares outstanding on the agreement date unless stockholders approve or a Nasdaq exception applies, and requires the company to seek approval within 90 days and every four months until obtained. Profusa also received notice from Nasdaq that it has not regained compliance with the $15,000,000 market value of publicly held shares requirement, which will be considered alongside existing bid‑price and market‑value‑of‑listed‑securities deficiencies, creating meaningful risk to its Nasdaq Global Market listing. Separately, Profusa amended a warrant for up to 3,333,333 shares at $0.50 per share by deleting provisions that had required automatic conversion or assumption in certain fundamental transactions.
Profusa, Inc. amended a promissory note with NorthView Sponsor I LLC, confirming an outstanding principal of $1,869,796, making it non‑interest bearing and extending maturity to December 31, 2026. The holder may convert the note into common stock after a resale registration becomes effective, at the greater of 95% of the closing share price on the conversion date or $0.35 per share, subject to a 4.99% beneficial ownership cap.
An amendment adds a covenant not to issue conversion shares above 19.99% of shares outstanding on the agreement date unless stockholders approve or a Nasdaq exception applies, and requires the company to seek approval within 90 days and every four months until obtained. Profusa also received notice from Nasdaq that it has not regained compliance with the $15,000,000 market value of publicly held shares requirement, which will be considered alongside existing bid‑price and market‑value‑of‑listed‑securities deficiencies, creating meaningful risk to its Nasdaq Global Market listing. Separately, Profusa amended a warrant for up to 3,333,333 shares at $0.50 per share by deleting provisions that had required automatic conversion or assumption in certain fundamental transactions.