Profusa Inc SEC Filings

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) 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) 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) 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.

Profusa, Inc. is soliciting votes for a Special Meeting to approve two principal actions: the issuance of senior secured PIPE convertible notes and an amendment to increase authorized common shares from 100,000,000 to 500,000,000. The proxy materials will be made available around a 2025 date and the meeting will be virtual; only holders of record as of the record date may vote. The proposed financing contemplates convertible notes issued in multiple tranches (including described First, Third and Fourth Tranches) with convertibility at a Conversion Price equal to the lower of $10 or 95% of the lowest daily VWAP in the 10 trading days prior to initial issue, subject to down-round and MFN adjustments, and an Alternate Conversion Price mechanism tied to 95% VWAP with a Floor Price no less than 20% of the closing sale price on the principal market immediately before the Note Amendment effective date (August 22, 2025). The notes are described as senior-secured, convertible, with no cash interest prior to maturity, and include a PIPE Lock-Up agreement restricting PIPE investors from selling shares for a specified period. The Board states it believes the transaction aligns investor interests and provides flexible, trancheable capital, while the increase in authorized common shares is justified by anticipated dilution from outstanding warrants, potential future issuances and equity plans.

Profusa, Inc. completed a business combination with NorthView (formerly NorthView Acquisition Corporation) and became a publicly reporting company. The company owns 100% of Profusa and changed its name to Profusa, Inc. The filing describes a PIPE financing of senior secured convertible notes with up to $22,222,222 aggregate principal (purchase price up to $20,000,000 after a 10% OID) issued in a multi-tranche structure including a Third Tranche of $5,555,556 (purchase price $5,000,000) and a Fourth Tranche of $4,444,444 (purchase price $4,000,000) subject to customary conditions.

Product progress includes the Lumee Oxygen Platform authorized for commercialization in the EU pending MDR migration and a Lumee Glucose program with clinical proof-of-concept data (MARD ~11% from 54 subjects, up to nine months functionality) and no device-related serious adverse events reported to date. The filing discloses material risks including regulatory approval timelines, reimbursement uncertainty, supply chain and manufacturing dependencies, potential patent and litigation exposure, a defaulted related-party Tasly convertible loan currently accruing default interest, and potential dilution with up to 222,222,222 shares issuable upon conversion of an Ascent Note.