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.
The NVACW SEC filings page on Stock Titan aggregates regulatory documents for Profusa, Inc., the issuer whose common stock trades under the symbol PFSA on The Nasdaq Stock Market LLC and whose warrants trade under symbols such as NVACW. These filings, drawn from the SEC’s EDGAR system, provide detailed information about the company’s capital structure, financing arrangements, stockholder actions, and exchange compliance matters.
Profusa, Inc. files current reports on Form 8-K that describe material definitive agreements and related amendments. Recent 8-K filings outline a Securities Purchase Agreement with Ascent Partners Fund LLC and other purchasers, senior secured convertible promissory notes, and subsequent amendments that adjust floor price definitions, conversion pricing based on volume-weighted average price, amortization provisions, and mandatory prepayment percentages tied to equity line of credit proceeds. For investors analyzing NVACW warrants, these documents help clarify how additional equity or note conversions might affect the underlying common stock.
The company’s definitive proxy statement on Schedule 14A is another key filing available on this page. It explains a special meeting of stockholders called to vote on a reverse stock split proposal within a specified ratio range, the ratification of CBIZ CPAs P.C. as independent registered public accounting firm for a stated fiscal year, and an adjournment proposal. The proxy materials describe voting rights, the record date, and the virtual meeting format, offering insight into governance and potential changes to the share count that could influence warrant terms.
Profusa, Inc. has also filed Form 12b-25 (Notification of Late Filing) to report a delay in submitting a Quarterly Report on Form 10-Q, citing the need for additional time to finalize disclosures while indicating that no significant change in results of operations was anticipated. In addition, an 8-K filed under Item 3.01 discloses a Nasdaq notification letter regarding non-compliance with the minimum market value of publicly held shares requirement for the Nasdaq Global Market and outlines the compliance period available to regain compliance.
On Stock Titan, these filings are presented with AI-powered summaries that highlight key terms, conditions, and implications in plain language. Users can quickly see the main points of complex agreements, proxy proposals, and exchange notices, while still having access to the full original documents for detailed review. This structure helps investors, including NVACW warrant holders, understand how Profusa, Inc.’s regulatory disclosures relate to the company’s securities.
Profusa, Inc. filed Amendment No. 1 to its Form S-1 as an exhibit-only update. The amendment replaces the consent of its independent registered public accounting firm and corrects amounts in the offering expense table, which now totals $387,445 including legal, accounting, printing, transfer agent and regulatory fees.
The filing also summarizes prior 2025 financing arrangements, including senior secured convertible notes with up to $22,222,222 in principal featuring a 10% original issue discount, and an equity line of credit giving Ascent the right to purchase up to $100,000,000 of common stock, both subject to detailed pricing floors and ownership limits.
Profusa, Inc. has filed an S-1 to offer up to 5,102,040 Units and up to 5,102,040 Pre-funded Units, plus 15,306,120 shares of common stock underlying associated Warrants and Pre-funded Warrants. Each Unit includes one common share and two five-year warrants with an assumed exercise price of $2.94 per share.
The best-efforts offering has no minimum, so proceeds could be well below the maximum. At the assumed $2.94 price, Profusa estimates net proceeds of about $14.6 million, with roughly $12.3 million earmarked for working capital and general corporate purposes and $2.3 million to repay a Tasly convertible note.
Profusa develops long-term biointegrated sensors, including its Lumee Oxygen Platform in the EU and a glucose monitoring platform still seeking U.S. approval. The company reports substantial losses, going-concern doubts, and multiple Nasdaq listing deficiency notices, and has relied heavily on an equity line of credit for funding. Recent developments include a Mayo Clinic license agreement for oxygen-measurement know-how and full forgiveness of a $1.3 million PPP loan.
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 $100,000,000 in gross proceeds from sales of Purchase Shares to Ascent.
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.
Profusa, Inc. filed a prospectus supplement covering the resale of up to 2,962,962 shares of common stock, issuable to Ascent Partners Fund LLC upon conversion of convertible promissory notes with $22,222,222 aggregate principal. These are being offered by the selling stockholder, and Profusa will not receive sale proceeds.
The supplement incorporates recent 8-Ks, including notices that the company no longer meets Nasdaq Global Market requirements for minimum market value of listed securities and for a $1.00 minimum bid, with a compliance period through March 10, 2026. It also reflects a 1-for-75 reverse stock split effective February 9, 2026, which reduced shares outstanding from approximately 92.4 million to about 1.2 million while leaving 601 million authorized shares unchanged.
Profusa, Inc. is registering up to 119,611 shares of common stock for resale by Ascent Partners Fund LLC, including 107,611 Purchase Shares and 12,000 Commitment Warrant Shares tied to an equity line of credit arrangement. Profusa will not receive proceeds from the selling stockholder’s resales, but may receive up to $100,000,000 in gross proceeds from discretionary sales of Purchase Shares to Ascent under the purchase agreement.
The company effected a 1‑for‑75 reverse stock split effective February 9, 2026, reducing common shares outstanding from approximately 92.4 million to approximately 1.2 million, while keeping 601 million shares authorized. All share and per‑share amounts in the supplement are adjusted for this split.
Profusa previously received Nasdaq notices that its market value of listed securities was below $50,000,000 and its bid price below $1.00, triggering a compliance period until March 10, 2026 to regain listing compliance. The company reports continuing net losses, with net loss of $9,230 thousand for 2024 and higher reverse‑split‑adjusted net loss per share figures due to the reduced share count.
Profusa, Inc. received an amended Schedule 13G reporting that a group of related investment entities and individuals, led by Ascent Partners Fund LLC and affiliates of Dominion Capital and Masada Group, beneficially own up to 9,590,920 shares of common stock.
This position represents 9.99% of Profusa’s common shares as of December 31, 2025, based on 86,414,296 shares outstanding as of December 23, 2025. The stake includes shares issuable from convertible promissory notes and purchases under a Securities Purchase Agreement (ELOC Agreement), all subject to a contractual 9.99% “Blocker” that prevents the group from exceeding that ownership level.
The reporting persons share voting and dispositive power over 9,590,920 shares and report no sole voting or dispositive power. They certify the holdings were not acquired to change or influence control of Profusa, characterizing the position as a passive investment.
Profusa, Inc. is implementing a one-for-seventy-five (1:75) reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on February 9, 2026. Every 75 issued and outstanding shares will be combined into one share, with the par value remaining $0.0001.
The company’s outstanding common stock will shrink from approximately 92.4 million shares to approximately 1.2 million shares, while authorized common shares will stay at 601 million. Outstanding equity awards and warrants will be proportionately adjusted, and stockholders will receive cash in lieu of fractional shares based on the Nasdaq closing price on the effective date.
Profusa, Inc. files an S-1 registering 9,487,500 shares issuable upon exercise of Public Warrants and 43,489,926 shares of common stock for resale. This includes 25,000,000 additional Purchase Shares tied to a committed equity facility with Ascent of up to $100,000,000.
As of February 3, 2026, Profusa had 92,414,296 shares outstanding, and full warrant exercise would increase this significantly. The company plans to use equity line proceeds mainly to buy Bitcoin, while facing substantial doubt about its ability to continue as a going concern and Nasdaq listing compliance risks.
Profusa, Inc. held a special stockholder meeting where investors approved a major flexibility tool for its share structure. Stockholders authorized an amendment to the certificate of incorporation allowing the board, at its discretion, to implement one or more reverse stock splits of the common stock at ratios between 1-for-30 and 1-for-200 at any time on or before January 27, 2028, with all splits in total not exceeding 1-for-200.
At the record date there were 86,414,296 common shares outstanding, and 36,835,574 shares were represented, providing a quorum. The reverse stock split proposal passed with 30,784,698 votes in favor, 6,025,262 against, and 25,614 abstentions. Stockholders also ratified the appointment of CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2025, and approved the ability to adjourn the meeting if additional proxies were needed. No other actions were taken.
Profusa, Inc. insider filing shows a significant equity distribution to its CFO. On January 26, 2026, Chief Financial Officer Fred S. Knechtel received 818,961 shares of Common Stock and 516,863 warrants to purchase Common Stock at an exercise price of $11.50 per share.
The footnote explains this was a pro rata distribution for no consideration by NorthView Sponsor I LLC to its members, including Knechtel. Following the transaction, he directly beneficially owned 818,961 Common shares and 516,863 warrants, which are exercisable through July 11, 2030.