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. (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) 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) 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. (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.
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. (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.