NorthView Acquisition Corp SEC Filings

Profusa, Inc. completed a business combination that made Profusa a wholly owned subsidiary and changed the SPAC name to Profusa, Inc. The company markets the Lumee™ Oxygen Platform (EU-authorized) and is developing Lumee™ Glucose as a long-duration continuous glucose monitor with clinical cohort data showing ~11% MARD and up to nine months functionality in trials. A PIPE Subscription contemplates up to $22.22 million principal of senior secured convertible notes (approximately $20.0 million net proceeds after OID). Management reports material weaknesses in internal control over financial reporting and the company expects an increase in pro forma cash of roughly $9.0 million from the PIPE, but notes financing and regulatory risks, supply chain dependencies, and potential volatility and accounting impacts from bitcoin holdings under ASU 2023-08.

Profusa, Inc. completed a business combination that made Profusa a wholly owned subsidiary and changed the company name from NorthView Acquisition Corporation to Profusa, Inc. The filing describes the Lumee14 platforms: Lumee14 Oxygen (EU commercialization authorized pending MDR migration) and Lumee14 Glucose (not yet authorized). Clinical data cited include a glucose program showing a mean absolute relative difference (MARD) of approximately 11% from 54 subjects and up to nine months of sensor functionality with no device-related serious adverse events reported in cited studies. Financing and capitalization disclosures include a PIPE Subscription Agreement for up to $22,222,222 aggregate principal (purchase price up to $20,000,000 after 10% OID) and referenced resale commitments by Ascent of 8,970,830 Purchase Shares and 8,070,830 ELOC Shares in different sections. The company disclosed material weaknesses in internal control over financial reporting (segregation of duties; procurement; accounts payable reconciliations) and plans remediation including hiring a new CFO. The filing also discusses bitcoin treasury holdings, custodial risks, and ASU 2023-08 fair-value accounting implications that could materially increase volatility in reported results.

Profusa, Inc. is soliciting proxies for a virtual Special Meeting scheduled for August 29, 2025 at 10:00 a.m. Eastern Time to vote on Proposal No. 1 related to a Purchase Agreement with Ascent Partners Fund LLC. Proxy materials will be made available on or about August 19, 2025 and stockholders may register to attend and vote online using a twelve-digit control number. The Purchase Agreement contemplates sales of common stock to Ascent subject to a Nasdaq 20% Exchange Cap and contains a mechanism tied to the volume-weighted average price (VWAP) and a floor price. The maximum purchase price at any single closing is limited to the lower of $5,000,000 or 100% of the average daily traded value for the five trading days before that closing. Certain issuances (including specified Commitment Warrant Shares and Purchase Shares) are subject to a 9.99% beneficial ownership limitation. If stockholder approval of Proposal No. 1 is not obtained, the Company states it may need alternative financing, which may not be available on advantageous terms or at all.

Profusa, Inc. (PFSA) 10-Q highlights key balance sheet and financing events tied to its SPAC combination and trust account activity. The company reports a working capital deficit of $15,492,554 and restricted cash of $1,751. It continues to hold funds in a Trust Account funded initially with IPO proceeds (approximately $191,647,500 placed in the Trust Account), and sold 18,975,000 Units in its IPO generating gross proceeds of $189,750,000. The company presents significant liabilities recorded at fair value including warrant liabilities (public and private) and a related-party convertible promissory note presented at fair value of $10,288,111 as of June 30, 2025. Management discloses substantial doubt about the company’s ability to continue as a going concern within one year of issuance of the condensed consolidated financial statements. The filing also records an excise tax liability related to share redemptions of $1,952,662.

Profusa, Inc. is registering up to 8,970,830 shares for resale by Ascent Partners Fund LLC under a committed equity facility that could provide up to $100,000,000 of aggregate purchases of common stock. The registration covers up to 8,070,830 Purchase Shares the company may elect to sell over a 36-month period and 900,000 Commitment Warrant Shares issuable upon exercise of warrants with a $0.01 exercise price. Purchase prices are tied to 97% of the lowest VWAP during applicable valuation periods and the agreement includes an Exchange Cap (generally 19.9%) and a 9.99% beneficial ownership limit.

The company is commercializing its Lumee14 Oxygen Platform in the EU and is developing a long-term Lumee Glucose continuous glucose monitor. The prospectus discloses substantial doubt about Profusa's ability to continue as a going concern, identified material weaknesses in internal controls, and significant dilution risk from equity issuances or resales by Ascent. Any net proceeds the company receives from sales to Ascent are to be used primarily to purchase Bitcoin (subject to a $5.0 million cash floor), exposing the company and investors to bitcoin price volatility and related regulatory and liquidity risks.

Schedule 13G filed 24-Jul-2025 shows a group comprised of Ascent Partners Fund LLC, Dominion Capital and related entities plus individuals Mikhail Gurevich, Gennadiy Gurevich and Alon Brenner collectively own 3,359,068 Profusa (PFSA) common shares, equal to 9.99 % of shares outstanding as of 11-Jul-2025. The stake includes up to 820,475 shares issuable on conversion of a convertible promissory note; the note carries a 9.99 % ownership “blocker,” limiting additional conversions. All voting and dispositive power is reported as shared; no party claims sole control.

The percentage is calculated against the company’s 32,788,877 shares outstanding disclosed in a 18-Jul-2025 8-K. Because the filing is on Form 13G rather than 13D, the group certifies the position is passive and not intended to influence control. Exhibit 1 contains a joint filing agreement. The presence of an institutional investor group near the 10 % threshold signals outside confidence but also points to potential future dilution should the remaining note principal be converted once the blocker is lifted or expires.