Welcome to our dedicated page for Profusa SEC filings (Ticker: PFSA), 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 Profusa, Inc. (Nasdaq: PFSA) SEC filings page provides access to the company’s official regulatory documents filed with the U.S. Securities and Exchange Commission. Profusa is a commercial stage digital health and medical technology company focused on tissue-integrated biosensors and its Lumee Oxygen tissue monitoring platform, and its filings offer detailed insight into its capital structure, governance, financing arrangements and listing status.
Through this page, users can review current reports on Form 8-K where Profusa discloses material events such as securities purchase agreement amendments, senior secured convertible promissory note modifications, equity line of credit approvals, Nasdaq listing notifications, and manufacturing or commercial milestones referenced in Regulation FD disclosures. These 8-K filings explain key terms of convertible notes, floor price adjustments, tranche structures and mandatory prepayment provisions tied to equity line proceeds.
Investors can also access proxy statements on Schedule 14A, which describe special meetings of stockholders convened to approve items such as potential issuance of more than 19.99% of outstanding shares upon conversion of senior secured convertible notes, increases in authorized common shares, and proposals authorizing the board to implement one or more reverse stock splits within a specified ratio range. These documents outline the board’s recommendations, voting requirements and the rationale behind each corporate action.
Additional filings include registration statements on Form S-1 and related amendments, which detail resale registrations for shares issuable upon conversion of Profusa’s notes, as well as the company’s status as an emerging growth company and smaller reporting company. Notifications of late filing on Form 12b-25 explain timing for quarterly reports when additional time is needed to finalize disclosures.
On Stock Titan, each Profusa filing is accompanied by AI-powered summaries that highlight the main points of lengthy documents, helping users quickly understand complex financing terms, proposed charter amendments, or Nasdaq compliance updates. Real-time integration with EDGAR ensures that new 8-Ks, S-1 amendments, proxy statements and other PFSA filings appear promptly, while insider transaction reports on Form 4 and periodic reports such as 10-K and 10-Q (when filed) can be browsed and compared over time.
This page is designed to help investors, analysts and other interested readers interpret Profusa’s regulatory disclosures around its Lumee biosensor platform, capital-raising activities, authorized share changes and potential reverse stock splits using concise AI explanations alongside the full official documents.
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.
Profusa, Inc. filed Amendment No. 1 to its Form S-1 as an exhibit-only update. The amendment replaces the consent of its independent registered public accounting firm and corrects amounts in the offering expense table, which now totals $387,445 including legal, accounting, printing, transfer agent and regulatory fees.
The filing also summarizes prior 2025 financing arrangements, including senior secured convertible notes with up to $22,222,222 in principal featuring a 10% original issue discount, and an equity line of credit giving Ascent the right to purchase up to $100,000,000 of common stock, both subject to detailed pricing floors and ownership limits.
Profusa, Inc. has filed an S-1 to offer up to 5,102,040 Units and up to 5,102,040 Pre-funded Units, plus 15,306,120 shares of common stock underlying associated Warrants and Pre-funded Warrants. Each Unit includes one common share and two five-year warrants with an assumed exercise price of $2.94 per share.
The best-efforts offering has no minimum, so proceeds could be well below the maximum. At the assumed $2.94 price, Profusa estimates net proceeds of about $14.6 million, with roughly $12.3 million earmarked for working capital and general corporate purposes and $2.3 million to repay a Tasly convertible note.
Profusa develops long-term biointegrated sensors, including its Lumee Oxygen Platform in the EU and a glucose monitoring platform still seeking U.S. approval. The company reports substantial losses, going-concern doubts, and multiple Nasdaq listing deficiency notices, and has relied heavily on an equity line of credit for funding. Recent developments include a Mayo Clinic license agreement for oxygen-measurement know-how and full forgiveness of a $1.3 million PPP loan.
Profusa, Inc. held a special stockholder meeting where investors approved a major flexibility tool for its share structure. Stockholders authorized an amendment to the certificate of incorporation allowing the board, at its discretion, to implement one or more reverse stock splits of the common stock at ratios between 1-for-30 and 1-for-200 at any time on or before January 27, 2028, with all splits in total not exceeding 1-for-200.
At the record date there were 86,414,296 common shares outstanding, and 36,835,574 shares were represented, providing a quorum. The reverse stock split proposal passed with 30,784,698 votes in favor, 6,025,262 against, and 25,614 abstentions. Stockholders also ratified the appointment of CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2025, and approved the ability to adjourn the meeting if additional proxies were needed. No other actions were taken.
Profusa, Inc. insider filing shows a significant equity distribution to its CFO. On January 26, 2026, Chief Financial Officer Fred S. Knechtel received 818,961 shares of Common Stock and 516,863 warrants to purchase Common Stock at an exercise price of $11.50 per share.
The footnote explains this was a pro rata distribution for no consideration by NorthView Sponsor I LLC to its members, including Knechtel. Following the transaction, he directly beneficially owned 818,961 Common shares and 516,863 warrants, which are exercisable through July 11, 2030.
NorthView Sponsor I, LLC, a 10% owner of Profusa, Inc., reported a pro rata, no‑consideration distribution of its holdings to its members. On January 26, 2026, the Sponsor distributed 4,743,750 shares of Profusa common stock and 5,162,500 warrants to purchase common stock, reducing its reported beneficial ownership of both securities to zero.
Profusa, Inc. director Peter O’Rourke received equity from a sponsor distribution. On 01/26/2026, he was issued 107,750 shares of Common Stock and 15,250 Warrants, both at no consideration, in a pro rata distribution of Profusa securities by NorthView Sponsor I LLC to its members.
Following these transfers, he directly beneficially owns 107,750 Common shares and 15,250 Warrants, each Warrant exercisable for one share of Common Stock.
Profusa, Inc. director Jack E. Stover reported receiving Profusa securities from NorthView Sponsor I LLC through a pro rata distribution. On January 26, 2026, he acquired 553,665 shares of common stock and 380,280 warrants for no consideration.
The warrants relate to 380,280 shares of common stock, carry an exercise price of $11.5 per share, became exercisable on January 26, 2026, and expire on July 11, 2030. After the transaction, Stover directly beneficially owned the same amounts of common stock and warrants reported as acquired.
Profusa, Inc. director Lauren Chung received 30,000 shares of Common Stock on January 26, 2026. The shares were distributed to her for no consideration by NorthView Sponsor I LLC in a pro rata distribution of Profusa securities to the sponsor’s members. Following this transaction, she directly beneficially owns 30,000 Profusa shares.