Profusa, Inc. received an amended Schedule 13G reporting that a group of related investment entities and individuals, led by Ascent Partners Fund LLC and affiliates of Dominion Capital and Masada Group, beneficially own up to 9,590,920 shares of common stock.
This position represents 9.99% of Profusa’s common shares as of December 31, 2025, based on 86,414,296 shares outstanding as of December 23, 2025. The stake includes shares issuable from convertible promissory notes and purchases under a Securities Purchase Agreement (ELOC Agreement), all subject to a contractual 9.99% “Blocker” that prevents the group from exceeding that ownership level.
The reporting persons share voting and dispositive power over 9,590,920 shares and report no sole voting or dispositive power. They certify the holdings were not acquired to change or influence control of Profusa, characterizing the position as a passive investment.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Profusa, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
74319X108
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
74319X108
1
Names of Reporting Persons
Ascent Partners Fund LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,590,920.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,590,920.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,590,920.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of common stock, par value $0.0001 per share, of the issuer (the "Common Stock") set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount (as defined in this footnote), the shares of Common Stock to be issued upon (a) conversions of convertible promissory notes (the "Convertible Notes"), effective July 11, 2025 and December 29, 2023 respectively, held directly by the reporting person and (b) purchases by the reporting person pursuant to that certain Securities Purchase Agreement, dated as of July 28, 2025, between the issuer and the reporting person (the "ELOC Agreement") whereby, subject to certain conditions, the issuer may, at its option but subject to the Blocker Amount, require the reporting person to purchase Common Stock. The Convertible Notes and ELOC Agreement are all subject to a maximum 9.99% beneficial ownership limitation contained therein (the "Blocker Amount").
In Row (11) the percentage is based on (i) 86,414,296 shares of Common Stock outstanding as of December 23, 2025, as reported by the issuer in its Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on January 2, 2026 (the "Definitive Proxy Statement") and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes, and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.
SCHEDULE 13G
CUSIP No.
74319X108
1
Names of Reporting Persons
Ascent Partners LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,590,920.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,590,920.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,590,920.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Note and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount.
In Row (11) the percentage is based on (i) 86,414,296 shares of Common Stock outstanding as of December 23, 2025, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.
SCHEDULE 13G
CUSIP No.
74319X108
1
Names of Reporting Persons
Dominion Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CONNECTICUT
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,590,920.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,590,920.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,590,920.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Notes and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount.
In Row (11) the percentage is based on (i) 86,414,296 shares of Common Stock outstanding as of December 23, 2025, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.
SCHEDULE 13G
CUSIP No.
74319X108
1
Names of Reporting Persons
Dominion Capital GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,590,920.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,590,920.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,590,920.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Notes and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount.
In Row (11) the percentage is based on (i) 86,414,296 shares of Common Stock outstanding as of December 23, 2025, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.
SCHEDULE 13G
CUSIP No.
74319X108
1
Names of Reporting Persons
Dominion Capital Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,590,920.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,590,920.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,590,920.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Notes and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount.
In Row (11) the percentage is based on (i) 86,414,296 shares of Common Stock outstanding as of December 23, 2025, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.
SCHEDULE 13G
CUSIP No.
74319X108
1
Names of Reporting Persons
Masada Group Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
FLORIDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,590,920.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,590,920.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,590,920.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Notes and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount.
In Row (11) the percentage is based on (i) 86,414,296 shares of Common Stock outstanding as of December 23, 2025, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.
SCHEDULE 13G
CUSIP No.
74319X108
1
Names of Reporting Persons
Mikhail Gurevich
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,590,920.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,590,920.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,590,920.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Notes and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount.
In Row (11) the percentage is based on (i) 86,414,296 shares of Common Stock outstanding as of December 23, 2025, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.
SCHEDULE 13G
CUSIP No.
74319X108
1
Names of Reporting Persons
Gennadiy Gurevich
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,590,920.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,590,920.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,590,920.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Notes and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount.
In Row (11) the percentage is based on (i) 86,414,296 shares of Common Stock outstanding as of December 23, 2025, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.
SCHEDULE 13G
CUSIP No.
74319X108
1
Names of Reporting Persons
Alon Brenner
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,590,920.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,590,920.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,590,920.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Notes and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount.
In Row (11) the percentage is based on (i) 86,414,296 shares of Common Stock outstanding as of December 23, 2025, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Profusa, Inc.
(b)
Address of issuer's principal executive offices:
626 Bancroft Way, Suite A, Berkeley, CA 94710
Item 2.
(a)
Name of person filing:
(i) Ascent Partners Fund LLC, a Delaware limited liability company ("Ascent");
(ii) Ascent Partners LLC, a Delaware limited liability company ("AP");
(iii) Dominion Capital LLC, a Connecticut limited liability company ("Dominion");
(iv) Dominion Capital GP LLC, a Delaware limited liability company ("Dominion GP");
(v) Dominion Capital Holdings LLC, a Delaware limited liability company ("Dominion Holdings");
(vi) Masada Group Holdings LLC, a Florida limited liability company ("Masada");
(vii) Mikhail Gurevich;
(viii) Gennadiy Gurevich; and
(ix) Alon Brenner.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
19505 Biscayne Blvd., Suite 2350, Aventura, FL 33180
(c)
Citizenship:
Each of Ascent, AP, Dominion GP and Dominion Holdings is a Delaware limited liability company. Dominion is a Connecticut limited liability company. Masada is a Florida limited liability company. Each of Mikhail Gurevich, Gennadiy Gurevich, and Alon Brenner is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
74319X108
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this item with respect to each reporting person is set forth on rows (5) through (9) and (11) of the cover page to this Schedule 13G and is incorporated herein by reference for each such reporting person.
The ownership percentages reported are based on (i) 86,414,296 shares of Common Stock outstanding as of December 23, 2025, as reported by the issuer in its Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on January 2, 2026 ( and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, each subject to a provision contained therein limiting beneficial ownership to an aggregate maximum of 9.99% (the "Blocker").
Due to the Blocker, Ascent is currently prohibited from fully converting the Convertible Notes into shares of Common Stock or purchasing all of the shares purchasable pursuant to the ELOC Agreement. The percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (5) through (9) of the cover page for each reporting person give effect to the Blocker in the Convertible Note. Consequently, as of December 31, 2025, each of the reporting persons are not deemed to be beneficial owners of the full amount of shares of Common Stock issuable upon conversion of the First Convertible Note or purchasable pursuant to the ELOC Agreement.
As of December 31, 2025, Ascent did not directly hold any shares. In addition, as of December 31, 2025, (i) there are 9,590,920 shares of Common Stock underlying the Convertible Notes, with such amount being the maximum issuable up to the Blocker. The shares held directly by Ascent and the remaining shares issuable (up to the Blocker) pursuant to the Convertible Notes are collectively referred to herein as the "Shares".
Each of Mikhail Gurevich and Gennadiy Gurevich manages Dominion Holdings, Dominion GP, Dominion Capital, AP and Ascent. Dominion Holdings manages Dominion GP, Dominion Capital, AP and Ascent. Dominion GP manages Dominion Capital, AP and Ascent. Dominion Capital manages AP and Ascent. Alon Brenner manages Masada, AP and Ascent. Masada manages AP and Ascent. AP manages Ascent.
Ascent has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it. Each of Mikhail Gurevich, Gennadiy Gurevich, Dominion Holdings, Dominion GP, Dominion, Alon Brenner, Masada and AP may be deemed to beneficially own, and have the power to vote, the shares of Common Stock beneficially owned by Ascent and the other companies they are listed above as managing.
(b)
Percent of class:
9.99 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
9,590,920
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
9,590,920
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G/A filed on November 13, 2025.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Ascent Partners Fund LLC
Signature:
/s/ Ascent Partners Fund LLC
Name/Title:
Mikhail Gurevich, signatory for Managing Member of Managing Member
Date:
02/09/2026
Ascent Partners LLC
Signature:
/s/ Ascent Partners LLC
Name/Title:
Mikhail Gurevich, signatory for Managing Member
Date:
02/09/2026
Dominion Capital LLC
Signature:
/s/ Dominion Capital LLC
Name/Title:
Mikhail Gurevich, Managing Member of Dominion Capital Holdings LLC, Manager of Dominion Capital GP LLC, Manager of Dominion Capital LLC
Date:
02/09/2026
Dominion Capital GP LLC
Signature:
/s/ Dominion Capital GP LLC
Name/Title:
Mikhail Gurevich, Managing Member of Dominion Capital Holdings LLC, Manager of Dominion Capital GP LLC
Date:
02/09/2026
Dominion Capital Holdings LLC
Signature:
/s/ Dominion Capital Holdings LLC
Name/Title:
Mikhail Gurevich, Managing Member
Date:
02/09/2026
Masada Group Holdings LLC
Signature:
/s/ Masada Group Holdings LLC
Name/Title:
Alon Brenner, Managing Member
Date:
02/09/2026
Mikhail Gurevich
Signature:
/s/ Mikhail Gurevich
Name/Title:
Mikhail Gurevich
Date:
02/09/2026
Gennadiy Gurevich
Signature:
/s/ Gennadiy Gurevich
Name/Title:
Gennadiy Gurevich
Date:
02/09/2026
Alon Brenner
Signature:
/s/ Alon Brenner
Name/Title:
Alon Brenner
Date:
02/09/2026
Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated November 13, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G/A filed by the Reporting Persons with the SEC on November 13, 2025)
What stake in Profusa does the NVACW reporting group disclose?
The reporting group discloses beneficial ownership of up to 9,590,920 shares of Profusa common stock, equal to 9.99% of the class. This figure includes shares already issued plus shares issuable from convertible notes and an equity purchase agreement.
Who are the main investors in the Profusa Schedule 13G/A linked to NVACW?
The filing lists Ascent Partners Fund LLC, Ascent Partners LLC, several Dominion Capital entities, Masada Group Holdings LLC, and individuals Mikhail Gurevich, Gennadiy Gurevich, and Alon Brenner as reporting persons, all jointly reporting the same 9,590,920-share position.
How did the NVACW-related group build its 9.99% Profusa position?
The position includes Profusa common shares issuable upon conversion of convertible promissory notes and purchases under a Securities Purchase Agreement called the ELOC Agreement. These instruments together contribute to the 9,590,920-share beneficial ownership figure.
What is the 9.99% ownership blocker described in the Profusa 13G/A?
Both the convertible notes and the ELOC Agreement contain a 9.99% beneficial ownership limitation, called the Blocker. It prevents the reporting group from converting or purchasing additional shares if doing so would push their ownership above 9.99% of Profusa’s outstanding common stock.
Is the NVACW reporting group seeking control of Profusa, Inc.?
The group certifies the securities were not acquired and are not held to change or influence control of Profusa. Instead, they characterize the holdings as a passive investment, consistent with a Schedule 13G filing rather than a control-oriented Schedule 13D.
What Profusa share count underlies the 9.99% ownership calculation?
The 9.99% ownership figure is based on 86,414,296 Profusa common shares outstanding as of December 23, 2025, as disclosed in Profusa’s definitive proxy statement, plus shares issued from partial note conversions and ELOC purchases, all still capped by the Blocker.
