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. updates its equity purchase agreement to temporarily reduce the floor price for certain share sales. Under an amendment signed on December 22, 2025, the Floor Price during a defined “Modification Period” will allow up to 13,650,000 shares of common stock to be issued and sold as Purchased Securities at or above 11.1 cents ($0.111) per share and below 14 cents ($0.14). After either this share cap is reached or the Modification Period ends, the Floor Price reverts to 14 cents ($0.14), calculated as twenty percent of the July 25, 2025 Official Closing Price, as adjusted for certain corporate actions. The Modification Period runs from the amendment date until, but excluding, the effective date of a reverse stock split that is expected to be presented to stockholders in January 2026 if it becomes effective. Profusa’s common stock trades on the Nasdaq Global Market under “PFSA,” with a last sale price of $0.087 per share and 86,414,295 shares outstanding as of December 22, 2025.
Profusa, Inc. updated key financing agreements with Ascent Partners Fund LLC. The company amended its July 28, 2025 Securities Purchase Agreement for an equity line of up to $100,000,000, temporarily reducing the floor price on certain share sales. During a defined modification period, up to 13,650,000 shares of common stock may be sold at prices between $0.111 and $0.14 per share, after which the floor price reverts to $0.14, equal to twenty percent of the July 25, 2025 official closing price, as adjusted for certain corporate actions.
Profusa also entered Amendment No. 2 to its Senior Secured Convertible Promissory Note dated February 11, 2025. This amendment removes amortization provisions and related payments and sets the mandatory prepayment amount for any subsequent equity line of credit offering at 33.3% of the net proceeds.
Profusa, Inc. is asking stockholders at a virtual special meeting in 2026 to approve a large reverse stock split and to ratify its auditor. The reverse split would combine between 30 and 200 existing shares of common stock into one share, at a ratio the Board can choose and use one or more times over two years, without changing total authorized shares.
The company explains that its stock has traded below $1.00 and that it is out of compliance with Nasdaq rules for minimum bid price, a $50,000,000 market value of listed securities and a $15,000,000 market value of publicly held shares, with compliance deadlines in March 2026 and April 2026. It warns that failure to regain compliance could lead to delisting, loss of S-3 shelf eligibility and reduced access to an equity line of credit. The Board unanimously recommends voting in favor of the reverse split, auditor ratification for CBIZ CPAs P.C. for the year ending December 31, 2025, and a potential adjournment proposal to solicit more proxies if needed.
Profusa, Inc. filed a Form 8-K to report that on November 19, 2025 it issued a press release discussing its quarterly financial performance for the quarter ended September 30, 2025. The company’s common stock trades on The Nasdaq Stock Market under the symbol PFSA. The press release is furnished as Exhibit 99.1, rather than being included as full financial statements within the body of the filing.
Profusa, Inc. (PFSA) reports sharply higher losses and liquidity strain for the nine months ended September 30, 2025. Net loss widened to $27.3 million from $7.0 million a year earlier as operating expenses, mainly general and administrative, rose to $24.1 million. Cash was $3.0 million with a working capital deficit of about $19.3 million, and management states there is substantial doubt about the company’s ability to continue as a going concern.
The company closed its business combination with NorthView Acquisition Corporation, converting preferred stock and much of its convertible debt into common stock, and raised funding through a PIPE structure and an equity line of credit. Profusa issued a $10.0 million PIPE convertible note and, under a committed equity facility of up to $100.0 million, sold roughly $3.5 million of common shares by September 30. It also bought 8.53 Bitcoin for about $1.0 million as part of a treasury strategy.
Nazdaq notified Profusa that its market value of listed securities has fallen below $50.0 million and its share price below $1.00, triggering two 180‑day compliance periods ending on March 10, 2026. Failure to regain compliance could lead to delisting, adding to the company’s financing and execution risks as it works toward commercializing its Lumee Oxygen and Glucose platforms.
Profusa, Inc. (PFSA) filed a Form 12b-25, notifying a delay in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. The company says it needs additional time to finalize disclosures and expects to file the 10‑Q no later than the fifth calendar day following the prescribed filing date.
The company also indicated that a prior Form 8‑K was not filed on a timely basis. This notice requests a brief extension and does not include financial results.
Profusa, Inc. (PFSA) received an amended Schedule 13G from a group led by Ascent Partners Fund LLC reporting beneficial ownership of 4,005,419 shares, representing 9.99% of the common stock as of September 30, 2025.
The filing notes a 9.99% beneficial ownership limitation in related instruments, including convertible notes, a warrant dated July 20, 2025, and an ELOC Agreement dated July 28, 2025, which cap conversions, exercises, and purchases. Ascent held 900,000 shares directly as of September 30, 2025. Ownership percentages reference 36,088,877 shares outstanding per a Form S-1, plus 900,000 shares from a warrant exercise, for a total of 36,988,877 shares outstanding.
The group certifies the securities were not acquired to change or influence control. Voting and dispositive powers are reported as shared for 4,005,419 shares and none sole.
Profusa, Inc. (PFSA) disclosed it received a Nasdaq notice on October 27, 2025 for failing to maintain the Nasdaq Global Market’s minimum Market Value of Publicly Held Shares (MVPHS) of $15,000,000 over 30 consecutive business days through October 24, 2025.
The notice does not immediately affect trading, and PFSA will continue to trade on the Nasdaq Global Market during the compliance period. Under Nasdaq rules, Profusa has 180 calendar days, until April 27, 2026, to regain compliance. If its MVPHS closes at or above $15,000,000 for 10 consecutive business days before that date, Nasdaq will confirm compliance.
If compliance is not regained by April 27, 2026, Nasdaq may initiate delisting. Profusa could appeal or consider transferring to the Nasdaq Capital Market, subject to meeting that market’s standards. The company said it will monitor MVPHS and evaluate available options within the compliance period.
Profusa, Inc. (PFSA) furnished investor materials under Regulation FD. The company released a press release outlining its path to revenue generation and posted an updated investor presentation. Both materials were provided to inform current and potential investors and other stakeholders.
The press release is attached as Exhibit 99.1 and the investor presentation as Exhibit 99.2. The materials were furnished under Item 7.01 and are not deemed filed for Section 18 liability or incorporated by reference unless specifically stated.
Profusa, Inc. filed a 424(b)(3) prospectus to register the resale of up to 42,594,048 shares of common stock. This includes 42,211,548 shares that the company may, at its discretion, sell to Ascent Partners Fund LLC under a committed equity facility and 382,500 shares issued to certain parties for business-combination transaction costs. The selling stockholders may sell from time to time at market or negotiated prices; Ascent is deemed an underwriter.
The company will not receive proceeds from selling stockholder resales. Separately, under the Purchase Agreement, the company may sell shares to Ascent for up to $100,000,000, with purchases priced at 97% of the lowest VWAP over a valuation period, subject to a 9.99% beneficial ownership cap and an exchange cap generally at 19.9%.
Shares outstanding were 41,759,307 as of October 8, 2025. If all 42,211,548 Purchase Shares were issued and outstanding, they would represent approximately 50.3% of total shares and 54.7% of non‑affiliate shares as of that date.