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. director Lauren Chung reported receiving stock option awards on January 26, 2026. She was granted options to purchase 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 closing of the business combination between NorthView Acquisition Corp. and Profusa.
She also received an additional annual director award of options to purchase 52,866 shares of common stock at the same $0.35 exercise price, which vest on the first anniversary of that closing. Both grants are held directly and reflect standard equity compensation for board service.
Profusa, Inc. director Peter O’Rourke reported two stock option awards on Profusa (PFSA) common stock. On January 26, 2026, he received options for 221,794 shares and a separate award for 52,866 shares, both with a $0.35 exercise price.
The larger grant is an inaugural director award that vests in three equal annual installments over three years from the closing of the business combination between NorthView Acquisition Corp. and Profusa. The second grant is an annual director award vesting on the first anniversary of that closing.
Profusa, Inc. is calling a virtual special meeting on January 27, 2026 to ask stockholders to approve a broad reverse stock split authority, ratify its auditor, and allow a possible meeting adjournment if needed to gather more votes.
The reverse stock split proposal would let the board, any time through January 27, 2028, combine the company’s common shares at a ratio between 1‑for‑30 and 1‑for‑200, with total splits over time capped at 1‑for‑200. As of the December 23, 2025 record date, Profusa had 86,414,296 common shares outstanding.
The company explains it is out of compliance with Nasdaq’s $1.00 minimum bid price and certain market value requirements, and views the reverse split as a tool to raise the share price to help regain and maintain listing. Stockholders are also being asked to ratify CBIZ CPAs P.C. as independent auditor for the year ending December 31, 2025, and to approve the ability to adjourn the meeting briefly to solicit additional proxies if Proposals One or Two lack sufficient support.
Profusa, Inc. is calling a virtual special meeting on January 27, 2026 to ask stockholders to approve a broad reverse stock split authority, ratify its auditor, and allow a possible meeting adjournment if needed to gather more votes.
The reverse stock split proposal would let the board, any time through January 27, 2028, combine the company’s common shares at a ratio between 1‑for‑30 and 1‑for‑200, with total splits over time capped at 1‑for‑200. As of the December 23, 2025 record date, Profusa had 86,414,296 common shares outstanding.
The company explains it is out of compliance with Nasdaq’s $1.00 minimum bid price and certain market value requirements, and views the reverse split as a tool to raise the share price to help regain and maintain listing. Stockholders are also being asked to ratify CBIZ CPAs P.C. as independent auditor for the year ending December 31, 2025, and to approve the ability to adjourn the meeting briefly to solicit additional proxies if Proposals One or Two lack sufficient support.
Profusa, Inc. disclosed Amendment No. 3 to its Securities Purchase Agreement with Ascent Partners Fund LLC and other purchasers, further updating the company’s note financing structure. After the second closing, the purchasers must buy additional notes with an aggregate principal amount of up to $5,555,556 for a purchase price of up to $5,000,000, if several conditions are met, including full reduction of the first and second tranches, no Nasdaq listing deficiency notice, effective registration of all related conversion shares, and receipt of required stockholder approval. If only the listing condition is not met, the initial purchaser may instead buy notes with principal of up to $3,333,333.60 for a $3,000,000 price. The amendment also changes mandatory prepayments tied to equity line offerings and sets a new conversion floor price of $0.35 per share, below which the note conversion price cannot fall.
Profusa, Inc. disclosed Amendment No. 3 to its Securities Purchase Agreement with Ascent Partners Fund LLC and other purchasers, further updating the company’s note financing structure. After the second closing, the purchasers must buy additional notes with an aggregate principal amount of up to $5,555,556 for a purchase price of up to $5,000,000, if several conditions are met, including full reduction of the first and second tranches, no Nasdaq listing deficiency notice, effective registration of all related conversion shares, and receipt of required stockholder approval. If only the listing condition is not met, the initial purchaser may instead buy notes with principal of up to $3,333,333.60 for a $3,000,000 price. The amendment also changes mandatory prepayments tied to equity line offerings and sets a new conversion floor price of $0.35 per share, below which the note conversion price cannot fall.
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. 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) 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.