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. entered a new financing amendment and signed a non-binding letter of intent to acquire Bio Insights’ PanOmics assets for $30,000,000 in equity. The deal would add a multi-omics diagnostics platform focused on oncology, particularly pancreatic cancer, alongside Profusa’s Lumee oxygen biosensing technology.
Amendment No. 4 to Profusa’s Securities Purchase and Pledge Agreements permits up to $12,222,222 in additional convertible notes and immediately adds a senior secured convertible note of $555,555.55 at 12% interest, convertible at $0.50 per share, plus a warrant for 1,111,111 common shares at the same price. The PanOmics acquisition, if completed, would be paid via 460,000 common shares at closing and new preferred stock convertible into 59,540,000 common shares, with a seven-year lock-up and 3% royalty on net revenue, and is subject to due diligence, shareholder approval, and definitive agreements.
Profusa, Inc. filed a Form 12b-25 notification stating it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and expects to file no later than the fifteenth calendar day following the prescribed due date.
The company discloses preliminary results showing a net loss of $(31.9) million for 2025 versus $(9.2) million in 2024, attributing the increase principally to $21.9 million higher general and administrative expenses related to the business combination that closed on July 11, 2025, higher R&D costs, and other transaction and financing items. Management notes a 1-for-75 reverse stock split effected February 9, 2026 and says final results will appear in the delayed Form 10-K.
Profusa, Inc. entered into an amendment to its existing Amended and Restated Promissory Note originally issued on May 31, 2024 to NorthView Sponsor I LLC. The amendment, signed on March 20, 2026, extends the note’s maturity date to December 31, 2026, giving the company more time before this obligation comes due.
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.