[424B3] Profusa, Inc. Prospectus Filed Pursuant to Rule 424(b)(3)
Rhea-AI Filing Summary
Profusa, Inc. filed a prospectus supplement covering the resale of up to 567,920 shares of common stock by selling stockholders. These include up to 562,820 "Purchase Shares" that Profusa may sell to Ascent Partners Fund LLC under an equity line of credit and 5,100 shares issued for Business Combination costs, with Profusa potentially receiving up to
The supplement also incorporates two Form 8-Ks. Profusa received Nasdaq notices that its market value of listed securities and bid price no longer satisfy Global Market standards, and it has until March 10, 2026 to regain compliance. Separately, stockholders approved, and the company implemented, a 1-for-75 reverse stock split effective February 9, 2026, reducing common shares outstanding from about 92.4 million to about 1.2 million while keeping 601 million shares authorized.
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Insights
Profusa faces Nasdaq compliance pressure while activating a sizable equity line and reverse split.
Profusa registers 567,920 shares of common stock for resale tied mainly to an equity line with Ascent Partners Fund LLC, from which it may draw up to
The company discloses Nasdaq notices for failing the market value of listed securities requirement of
To address price-based criteria and capital structure, Profusa implemented a 1-for-75 reverse stock split effective
Filed pursuant to Rule 424(b)(3)
Registration No. 333-290805
PROSPECTUS SUPPLEMENT
(to Prospectus dated October 29, 2025)
PROFUSA, INC.
567,920 Shares of Common Stock by the Selling Stockholders
This prospectus supplement amends and supplements certain information contained in the prospectus dated October 29, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (File No. 333-290805). The Prospectus and this prospectus supplement relate to the offer and resale from time to time, of up to 567,920 shares of our Common Stock, par value $0.0001 per share (“the Common Stock”), by the selling stockholders identified in the Prospectus (the “Selling Stockholder”). The Common Stock being offered for resale consists of (a) up to 562,820 shares of Common Stock (the “Purchase Shares”) that we may, in our sole discretion, elect to sell to Ascent Partners Fund LLC, from time to time over a period of up to 36 months from and after the date that certain specified conditions in the common stock purchase agreement, dated as of July 28, 2025, we entered into with the Selling Stockholder (the “ELOC Purchase Agreement”) were satisfied, and (b) up to 5,100 share of Common Stock issued to certain parties in satisfaction of transaction costs incurred in connection with the Business Combination we completed on July 11, 2025.
We will not receive any of the proceeds from the sale of Common Stock by the Selling Stockholder. However, we may receive up to $100,000,000 in aggregate gross proceeds from sales of the Purchase Shares to the Selling Stockholder that we may, in our discretion, elect to make, from time to time, pursuant to the Purchase Agreement.
The Selling Stockholders may sell or otherwise dispose of the shares of Common Stock described in the Prospectus and this prospectus in a number of different ways and at varying prices. The shares of Common Stock may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.
This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the SEC on September 16, 2025 (the “September Current Report”) and our Current Report on Form 8-K, filed with the SEC on February 5, 2026 (the “February Current Report”). Accordingly, we have attached the September Current Report and February Current Report to this prospectus supplement.
On February 9, 2026, we effected a reverse stock split at a ratio of 1-for-75 (the “Reverse Stock Split”), which is more fully described in this prospectus supplement. Unless the context otherwise requires, all share numbers, exercise prices, conversion prices and other share data in this prospectus supplement have been adjusted to give effect to the Reverse Stock Split.
Our common stock is listed on the Nasdaq Global Market under the symbol “PFSA.” On February 9, 2025, the last sale price for our common stock as reported on the Nasdaq Global Market was $3.16 per share.
This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.
We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for the Prospectus and this prospectus supplement and may elect to do so in future filings.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). As a result, we are eligible to take advantage of certain reduced disclosure and other requirements that are otherwise applicable to public companies. See further discussion below.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” section of the Prospectus, and under similar headings in any amendment or supplements thereto, and in our most recent Annual Report on Form 10-K.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus and this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 11, 2025
PROFUSA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41177 | 86-3437271 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
626 Bancroft Way, Suite A
Berkeley, CA 94710
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (925) 997-6925
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | PFSA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 11, 2025, Profusa, Inc. (the “Company”) received a notice (the “MVLS Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon its review of the market value of listed securities (“MVLS”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from July 29, 2025 to September 10, 2025, the Company no longer meets Nasdaq Listing Rule 5450(b)(2)(A), which requires companies listed on the Nasdaq Global Market to maintain a minimum MVLS of $50,000,000.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a compliance period of 180 calendar days, or until March 10, 2026, to regain compliance with Nasdaq Listing Rule 5450(b)(2)(A). If at any time during this compliance period, the Common Stock’s MVLS closes at $50,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and this matter will be closed, provided, however that Nasdaq may, in its discretion, require the Company to maintain the minimum MVLS for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance.
In the event the Company does not regain compliance with Nasdaq Listing Rule 5450(b)(2)(A) prior to the expiration of the compliance period, the Company will receive written notification that the Company’s securities are subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel. Alternatively, the Company may consider applying to transfer the listing of the Company’s securities to the Nasdaq Capital Market, provided that the Company then satisfies the requirements for continued listing on that market.
The Company is monitoring the MVLS of its listed securities and is considering available options to regain compliance with Nasdaq’s continued listing standards. There can be no assurance that the Company will be able to regain compliance with Nasdaq Listing Rule 5450(b)(2)(A) or maintain compliance with other applicable Nasdaq listing requirements.
On September 11, 2025, the Company received a second notice (the “Bid Price Notice”, and together with the MVLS Notice, the “Notices”) from Nasdaq notifying the Company that, based upon its review of the closing bid price of the Common Stock, from July 29, 2025 to September 10, 2025, the Company no longer meets Nasdaq Listing Rule 5450(a)(1), which requires companies listed on the Nasdaq Global Market to maintain a minimum bid price of $1.00 per share.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a compliance period of 180 calendar days, or until March 10, 2026, to regain compliance with Nasdaq Listing Rule 5450(a)(1). If at any time during this compliance period, the Common Stock has a closing bid price bid price of at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and this matter will be closed, provided, however that Nasdaq may, in its discretion, require the Company to maintain the minimum bid price for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance.
In the event the Company does not regain compliance with Nasdaq Listing Rule 5450(a)(1) prior to the expiration of the compliance period, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, provided, among other things, the Company meets the continued listing requirement for market value of publicly-held shares and all other initial listing standards for The Nasdaq Global Market, other than the minimum bid price requirement, and notifies Nasdaq of its intent to cure the deficiency. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.
The Company is monitoring the minimum bid price of its listed securities and is considering available options to regain compliance with Nasdaq’s continued listing standards. There can be no assurance that the Company will be able to regain compliance with Nasdaq Listing Rule 5450(a)(1) or maintain compliance with other applicable Nasdaq listing requirements.
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”, subject to the Company’s continued compliance with Nasdaq’s other continued listing requirements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 16, 2025 | Profusa, Inc. | |
| By: | /s/ Ben Hwang | |
| Name: | Ben Hwang | |
| Title: | Chief Executive Officer | |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 5, 2026
PROFUSA, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41177 | 86-3437271 | ||
|
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File No.) | (I.R.S. Employer Identification No.) |
626 Bancroft Way, Suite A
Berkeley, CA 94710
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (925) 997-6925
Not Applicable
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol (s) | Name of each exchange on which registered | ||
| Common Stock, par value $.0001 per share | PFSA | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03. Material Modifications of Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Profusa, Inc. (the “Company”) special meeting of stockholders completed on January 27, 2026, the stockholders of the Company approved an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-30 to 1-for-200, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors, or any of its delegated authorized persons, prior to the two-year anniversary of the special meeting.
Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors authorized the Company’s Chief Executive Officer to determine the final text of the Amendment, including the reverse stock split ratio, and such other changes as may be required to effectuate the reverse stock split. Accordingly, the Company’s Chief Executive Officer approved a one-for-seventy-five (1:75) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on February 9, 2026 (the “Effective Time”), and the Company’s common stock will open for trading on The Nasdaq Capital Market on February 9, 2026 on a post-split basis, under the existing ticker symbol “PFSA” but with a new CUSIP number 74319X 207. The Amendment provides that, at the Effective Time, every seventy-five (75) shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share, which will remain $0.0001.
As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 92.4 million shares to approximately 1.2 million shares, and the number of authorized shares of common stock will remain at 601 million shares. As a result of the Reverse Stock Split, except as set forth below, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options, restricted stock unit awards, performance stock unit awards, and warrants, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock unit awards, performance stock unit awards, and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity incentive plan immediately prior to the Effective Time will be reduced proportionately.
No fractional shares will be issued as a result of the Reverse Stock Split, and instead, the Company will pay cash (without interest or deduction) equal to the fraction of one share to which each stockholder of record would otherwise be entitled, multiplied by the closing price of its common stock on Nasdaq on the date of effectiveness of the Reverse Stock Split. The share amounts set forth in the above paragraph do not take into account any shares which may be paid for in connection with the foregoing treatment of fractional shares.
The summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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Item 8.01 Other Events
On February 5, 2026, the Company issued a press release to announce that it filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to effect a one-for-seventy-five (1:75) reverse stock split of its common stock. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
The tables below sets forth the impact of the Reverse Stock Split on the Company’s net loss per common share - basic and diluted and weighted average common shares outstanding - basic and diluted, for the years ended December 31, 2024 and 2023, the three months ended March 31, 2025 and 2024, the three and six months ended June 30, 2025 and 2024, and the three and nine months ended September 30, 2025 and 2024.
| Dollars in thousands except share and per share data | ||||||||||||||||
| Pre-split(1) | Post-split | |||||||||||||||
| Year ended December 31, | Year ended December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net loss | $ | (9,230 | ) | $ | (10,281 | ) | $ | (9,230 | ) | $ | (10,281 | ) | ||||
| Net loss per common share - basic and diluted | $ | (4.76 | ) | $ | (5.31 | ) | $ | (357.13 | ) | $ | (398.07 | ) | ||||
| Weighted average common shares outstanding - basic and diluted | 1,938,392 | 1,937,039 | 25,845 | 25,827 | ||||||||||||
| Pre-split(2) | Post-split | |||||||||||||||
| Three months ended March 31, | Three months ended March 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss | $ | (2,716 | ) | $ | (2,410 | ) | $ | (2,716 | ) | $ | (2,410 | ) | ||||
| Net loss per common share - basic and diluted | $ | (1.40 | ) | $ | (1.24 | ) | $ | (105.09 | ) | $ | (93.25 | ) | ||||
| Weighted average common shares outstanding - basic and diluted | 1,938,392 | 1,938,392 | 25,845 | 25,845 | ||||||||||||
| Pre-split(3) | Post-split | |||||||||||||||
| Three months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss | $ | (2,348 | ) | $ | (2,071 | ) | $ | (2,348 | ) | $ | (2,071 | ) | ||||
| Net loss per common share - basic and diluted | $ | (1.21 | ) | $ | (1.07 | ) | $ | (90.85 | ) | $ | (80.13 | ) | ||||
| Weighted average common shares outstanding - basic and diluted | 1,938,392 | 1,938,392 | 25,845 | 25,845 | ||||||||||||
| Pre-split(3) | Post-split | |||||||||||||||
| Six months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss | $ | (5,064 | ) | $ | (4,481 | ) | $ | (5,064 | ) | $ | (4,481 | ) | ||||
| Net loss per common share - basic and diluted | $ | (2.61 | ) | $ | (2.31 | ) | $ | (195.94 | ) | $ | (173.38 | ) | ||||
| Weighted average common shares outstanding - basic and diluted | 1,938,392 | 1,938,392 | 25,845 | 25,845 | ||||||||||||
| Pre-split(4) | Post-split | |||||||||||||||
| Three months ended September 30, | Three months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss | $ | (22,192 | ) | $ | (2,497 | ) | $ | (22,192 | ) | $ | (2,497 | ) | ||||
| Net loss per common share - basic and diluted | $ | (0.70 | ) | $ | (1.29 | ) | $ | (52.45 | ) | $ | (96.61 | ) | ||||
| Weighted average common shares outstanding - basic and diluted | 31,731,118 | 1,938,392 | 423,081 | 25,845 | ||||||||||||
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| Pre-split(4) | Post-split | |||||||||||||||
| Nine months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss | $ | (27,256 | ) | $ | (6,978 | ) | $ | (27,256 | ) | $ | (6,978 | ) | ||||
| Net loss per common share - basic and diluted | $ | (2.29 | ) | $ | (3.60 | ) | $ | (171.70 | ) | $ | (269.99 | ) | ||||
| Weighted average common shares outstanding - basic and diluted | 11,905,811 | 1,938,392 | 158,744 | 25,845 | ||||||||||||
| (1) | The pre-split amounts represent amounts from the Company’s Annual report on Form 10-K, Note 2 for the year ended December 31, 2024. |
| (2) | The pre-split amounts represent amounts from the Company’s Quarterly report on Form 10-Q, Note 2 at March 31, 2025. |
| (3) | The pre-split amounts represent amounts from the Company’s Quarterly report on Form 10-Q, Note 2 at June 30, 2025. |
| (4) | The pre-split amounts represent amounts from the Company’s Quarterly report on Form 10-Q, Note 2 at September 30, 2025. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Profusa, Inc., filed with the Secretary of State of the State of Delaware. | |
| 99.1 | Press Release dated February 5, 2026 | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| February 5, 2026 | Profusa, Inc. | |
| By: | /s/ Ben Hwang | |
| Name: | Ben Hwang | |
| Title: | Chief Executive Officer | |
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