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 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. 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.
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.
NorthView Sponsor I, LLC, a 10% owner of Profusa, Inc., reported a pro rata, no‑consideration distribution of its holdings to its members. On January 26, 2026, the Sponsor distributed 4,743,750 shares of Profusa common stock and 5,162,500 warrants to purchase common stock, reducing its reported beneficial ownership of both securities to zero.
NorthView Sponsor I, LLC, a 10% owner of Profusa, Inc., reported a pro rata, no‑consideration distribution of its holdings to its members. On January 26, 2026, the Sponsor distributed 4,743,750 shares of Profusa common stock and 5,162,500 warrants to purchase common stock, reducing its reported beneficial ownership of both securities to zero.
Profusa, Inc. director Peter O’Rourke received equity from a sponsor distribution. On 01/26/2026, he was issued 107,750 shares of Common Stock and 15,250 Warrants, both at no consideration, in a pro rata distribution of Profusa securities by NorthView Sponsor I LLC to its members.
Following these transfers, he directly beneficially owns 107,750 Common shares and 15,250 Warrants, each Warrant exercisable for one share of Common Stock.
Profusa, Inc. director Peter O’Rourke received equity from a sponsor distribution. On 01/26/2026, he was issued 107,750 shares of Common Stock and 15,250 Warrants, both at no consideration, in a pro rata distribution of Profusa securities by NorthView Sponsor I LLC to its members.
Following these transfers, he directly beneficially owns 107,750 Common shares and 15,250 Warrants, each Warrant exercisable for one share of Common Stock.
Profusa, Inc. director Jack E. Stover reported receiving Profusa securities from NorthView Sponsor I LLC through a pro rata distribution. On January 26, 2026, he acquired 553,665 shares of common stock and 380,280 warrants for no consideration.
The warrants relate to 380,280 shares of common stock, carry an exercise price of $11.5 per share, became exercisable on January 26, 2026, and expire on July 11, 2030. After the transaction, Stover directly beneficially owned the same amounts of common stock and warrants reported as acquired.
Profusa, Inc. director Jack E. Stover reported receiving Profusa securities from NorthView Sponsor I LLC through a pro rata distribution. On January 26, 2026, he acquired 553,665 shares of common stock and 380,280 warrants for no consideration.
The warrants relate to 380,280 shares of common stock, carry an exercise price of $11.5 per share, became exercisable on January 26, 2026, and expire on July 11, 2030. After the transaction, Stover directly beneficially owned the same amounts of common stock and warrants reported as acquired.
Profusa, Inc. director Lauren Chung received 30,000 shares of Common Stock on January 26, 2026. The shares were distributed to her for no consideration by NorthView Sponsor I LLC in a pro rata distribution of Profusa securities to the sponsor’s members. Following this transaction, she directly beneficially owns 30,000 Profusa shares.
Profusa, Inc. director Lauren Chung received 30,000 shares of Common Stock on January 26, 2026. The shares were distributed to her for no consideration by NorthView Sponsor I LLC in a pro rata distribution of Profusa securities to the sponsor’s members. Following this transaction, she directly beneficially owns 30,000 Profusa shares.
Profusa, Inc. director Jack E. Stover reported receiving two stock option grants on January 26, 2026. He was awarded options to buy 221,794 shares of common stock at an exercise price of $0.35 per share as an inaugural director award, vesting in three equal annual installments from the business combination closing.
He also received an annual director award of options for 52,866 shares at the same $0.35 exercise price, vesting on the first anniversary of the closing. Both option awards expire on January 26, 2036 and are held directly.
Profusa, Inc. director Rajesh Asarpota received two stock option grants on January 26, 2026. He was awarded options to purchase 221,794 shares of common stock at an exercise price of $0.35 per share as an inaugural director award.
He also received an annual director award of options for 52,866 shares at the same $0.35 exercise price. The inaugural award vests in three equal annual installments over three years from the closing of the business combination between NorthView Acquisition Corp. and Profusa, Inc., while the annual award vests on the first anniversary of that closing.