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. (PFSA) reported that stockholders approved two proposals at a special meeting. First, they approved an amendment to increase the authorized common stock from 300,000,000 to 600,000,000 shares, effective upon filing on October 20, 2025.
Second, stockholders approved, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance in excess of 19.99% of outstanding shares upon conversion of certain senior secured convertible notes. As meeting context, shares outstanding were 40,859,307 as of the September 22, 2025 record date, with 19,159,413 shares represented to establish a quorum. The share increase proposal passed with 17,968,659 votes for; the Nasdaq 5635(d) proposal passed with 18,296,205 votes for.
Profusa, Inc. furnished an updated investor presentation under Item 7.01 of an 8-K. The company posted the presentation to its website on October 20, 2025 and attached it as Exhibit 99.1.
The information in Item 7.01, including Exhibit 99.1, is being furnished and is not deemed filed for purposes of Section 18 of the Exchange Act, nor incorporated by reference into other filings except as specifically stated. The presentation includes forward-looking statements, with related risks described on page two of the deck.
Profusa filed an S-1 describing its post‑merger structure, financing arrangements, product commercialization plans and material risks. The company completed a business combination on July 11, 2025 that created New Profusa and converted multiple legacy instruments into equity, including conversion of notes into millions of shares. The company has a Purchase Agreement with Ascent that contemplates registration of 42,211,548 Purchase Shares for resale and a PIPE subscription for up to $22,222,222 principal (up to $20,000,000 after OID) structured in four tranches, with an initial closing of $10,000,000 already completed.
Profusa plans to use offering proceeds primarily to acquire bitcoin as part of a treasury strategy and to commercialize the Lumee Oxygen Platform in Europe (CE approved) and pursue U.S. FDA study and submissions for Lumee Oxygen and a Lumee Glucose CGM program. The filing discloses substantial doubt about going concern, material weaknesses in internal controls, recurring losses, and multiple regulatory, clinical, supply and bitcoin‑related risks that could materially affect liquidity, operations and stockholder dilution.
Profusa, Inc. submitted an 8-K reporting a material event that attaches an Amendment to Bylaws and an Account Control Agreement dated September 29, 2025 involving Ascent Partners Fund LLC, BitGo Prime LLC, and BitGo Trust Company, Inc. The filing also lists a press release and an Inline XBRL cover file and is signed by CEO Ben Hwang on October 7, 2025.
The documents indicate corporate governance action (bylaws amendment) and a control agreement that likely relates to custody or control of digital assets or securities, though the filing text provided here does not disclose transactional terms, dollar amounts, or specific operational effects. Because the submission lists exhibits but contains no financial tables or revenue/earnings data, the immediate market impact is unclear pending review of the full exhibits and press release.
Profusa, Inc. (PFSA) is soliciting proxies for a virtual Special Meeting to approve two main proposals: issuance of senior secured convertible PIPE notes and an increase in authorized common shares from 300,000,000 to 600,000,000. The proxy materials will be available on or about September 24, 2025. At the record date there were 40,859,307 shares outstanding, each carrying one vote; warrants carry no voting rights. The proposed notes are senior-secured, convertible into common stock at the lower of $10 or 95% of the 10-day VWAP prior to original issue, with an Alternate Conversion Price mechanism and a Floor Price set at 20% of the closing sale price on the trading day before the Note Amendment effective date (August 22, 2025). The Board believes the financing provides near-term capital with limited cash interest and tranche draws to match milestones, while the share increase is intended to preserve flexibility for future capital raises and equity incentives.
Profusa, Inc. completed a business combination in which Profusa became a wholly-owned subsidiary and NorthView changed its name to Profusa, Inc.
The amended S-1 discloses a PIPE financing structured in four tranches of senior secured convertible notes totaling up to $22,222,222 principal for $20,000,000 purchase price, convertible at the lower of $10.00 or 95% of the lowest daily VWAP in the 10 trading days prior to original issue (subject to down-round and MFN adjustments) and with a conversion floor equal to 20% of the prior trading day's closing price as of August 22, 2025. The Amendment replaces prior additional-closing provisions and imposes tranche-specific closing conditions.
Product and clinical disclosures highlight the Lumee™ Oxygen and Lumee™ Glucose platforms: glucose program reported MARD ~11% across 54 subjects with up to nine months functionality and zero device-related SAEs; Lumee Oxygen clinical work includes ~140 sensor insertions in 35 subjects with no device-related SAEs. Financial disclosures note pro forma proceeds of ~$9.0 million from the PIPE, Level 3 Tasly convertible debt (carried at fair value, $2.5 million at June 30, 2025), a $1.0 million bitcoin treasury purchase (8.53 BTC), adoption effects from ASU 2023-08, ongoing losses, and potential need for additional financing.
Profusa, Inc. disclosed that Nasdaq notified the company it no longer meets the minimum bid price requirement for listing on the Nasdaq Global Market. The notice reports the closing bid price of the company's common stock was below the $1.00 per share threshold during the measurement period from July 29, 2025 to September 10, 2025.
The filing identifies the specific Nasdaq Listing Rule (5450(a)(1)) related to the minimum bid price standard and is presented as a material notice in an 8-K. No other operational, financial, or remedial actions were included in the provided text.