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. 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.
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 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.