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 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. 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. 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. 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. 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.