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. has been notified by Nasdaq that its common stock no longer meets the required minimum market value of listed securities and $1.00 minimum bid price, and is now subject to delisting from the Nasdaq Global Market. The company plans to request a hearing, which would temporarily prevent suspension while it presents a compliance plan. Separately, management decided to end its Bitcoin treasury reserve strategy and liquidate its digital asset holdings. As of the quarter ended September 30, 2025, Profusa held about 16.51 Bitcoin bought for roughly $2.0 million, and expects to sell all remaining Bitcoin in open-market transactions for general corporate purposes. The related Account Control Agreement governing Bitcoin collateral has been terminated without early termination penalties.
Profusa, Inc. is registering 126,500 shares of common stock issuable upon exercise of Public Warrants and 579,865 shares of common stock for resale by selling stockholders. This mixed offering combines new share issuance with the registration of existing holders’ shares.
The prospectus also covers the resale of 333,333 “Purchase Shares” that Profusa may sell to Ascent under a $100,000,000 equity line of credit, alongside earlier blocks of 119,611 and 562,820 registered shares. As of February 13, 2026, 1,359,374 shares were outstanding, so the 333,333 Purchase Shares would represent about 19.7% of total shares if all were issued.
Profusa may receive up to $100,000,000 in gross proceeds from sales of Purchase Shares to Ascent and up to $200,148,875 from cash exercises of 17,404,250 warrants, though warrant exercise is unlikely at current prices. Net proceeds from the equity line are earmarked primarily for purchasing Bitcoin, subject to a $5,000,000 minimum cash balance, creating both capital access and volatility tied to cryptocurrency prices.
Profusa, Inc. has filed an amended S-1 registering the issuance of up to 126,500 shares of common stock upon exercise of its Public Warrants and the resale of up to 579,865 shares by selling stockholders. This includes 333,333 Purchase Shares Ascent may buy under a $100,000,000 equity line of credit, where Profusa controls timing and size of draws.
The company expects any net proceeds from ELOC sales to be used mainly to purchase Bitcoin, subject to a $5,000,000 minimum cash balance, and may also receive up to $200,148,875 if 17,404,250 outstanding warrants are exercised in cash. Profusa reports only 1,359,374 shares outstanding as of February 13, 2026 and warns that additional issuances will dilute existing holders.
The filing describes a reverse stock split at a 1‑for‑75 ratio, Nasdaq listing deficiencies on bid price and market value, significant operating losses, and substantial doubt about its ability to continue as a going concern. It also highlights a Mayo Clinic license for oxygen‑related applications, forgiveness of a $1.3 million PPP loan, and an early‑stage biosensor business focused on Lumee Oxygen and Lumee Glucose platforms.
Profusa, Inc. entered into a know-how license agreement with Mayo Foundation for Medical Education and Research, giving Profusa an exclusive worldwide license to certain patent rights and a non-exclusive license to related know-how for continuous oxygen measurement and Critical Limb-Threatening Ischemia applications, including its Lumee product.
The agreement runs until the later of the last relevant patent’s expiration or the 15th anniversary of the first commercial sale of the last launched licensed product, after which it may become fully paid-up if Profusa meets its obligations. Profusa will pay Mayo royalties on net sales, milestone payments tied to development and commercialization events, and a share of sublicense income, while providing royalty reports and permitting audits.
Profusa and Mayo Clinic plan to explore high-impact clinical uses of continuous tissue oxygen monitoring across cardiovascular, renal, multi-organ, orthopedic and other indications, and to support U.S. commercialization of Lumee for critical limb ischemia and development of new tethered oxygen monitoring products.
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.