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. 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
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.
Profusa, Inc. director Jack E. Stover reported receiving two stock option grants on January 26, 2026. He was awarded options to buy 221,794 shares of common stock at an exercise price of $0.35 per share as an inaugural director award, vesting in three equal annual installments from the business combination closing.
He also received an annual director award of options for 52,866 shares at the same $0.35 exercise price, vesting on the first anniversary of the closing. Both option awards expire on January 26, 2036 and are held directly.
Profusa, Inc. director Rajesh Asarpota received two stock option grants on January 26, 2026. He was awarded options to purchase 221,794 shares of common stock at an exercise price of $0.35 per share as an inaugural director award.
He also received an annual director award of options for 52,866 shares at the same $0.35 exercise price. The inaugural award vests in three equal annual installments over three years from the closing of the business combination between NorthView Acquisition Corp. and Profusa, Inc., while the annual award vests on the first anniversary of that closing.
Profusa, Inc. director Lauren Chung reported receiving stock option awards on January 26, 2026. She was granted options to purchase 221,794 shares of common stock at an exercise price of $0.35 per share as an inaugural director award, vesting in three equal annual installments from the closing of the business combination between NorthView Acquisition Corp. and Profusa.
She also received an additional annual director award of options to purchase 52,866 shares of common stock at the same $0.35 exercise price, which vest on the first anniversary of that closing. Both grants are held directly and reflect standard equity compensation for board service.
Profusa, Inc. director Peter O’Rourke reported two stock option awards on Profusa (PFSA) common stock. On January 26, 2026, he received options for 221,794 shares and a separate award for 52,866 shares, both with a $0.35 exercise price.
The larger grant is an inaugural director award that vests in three equal annual installments over three years from the closing of the business combination between NorthView Acquisition Corp. and Profusa. The second grant is an annual director award vesting on the first anniversary of that closing.
Profusa, Inc. is calling a virtual special meeting on January 27, 2026 to ask stockholders to approve a broad reverse stock split authority, ratify its auditor, and allow a possible meeting adjournment if needed to gather more votes.
The reverse stock split proposal would let the board, any time through January 27, 2028, combine the company’s common shares at a ratio between 1‑for‑30 and 1‑for‑200, with total splits over time capped at 1‑for‑200. As of the December 23, 2025 record date, Profusa had 86,414,296 common shares outstanding.
The company explains it is out of compliance with Nasdaq’s $1.00 minimum bid price and certain market value requirements, and views the reverse split as a tool to raise the share price to help regain and maintain listing. Stockholders are also being asked to ratify CBIZ CPAs P.C. as independent auditor for the year ending December 31, 2025, and to approve the ability to adjourn the meeting briefly to solicit additional proxies if Proposals One or Two lack sufficient support.
Profusa, Inc. disclosed Amendment No. 3 to its Securities Purchase Agreement with Ascent Partners Fund LLC and other purchasers, further updating the company’s note financing structure. After the second closing, the purchasers must buy additional notes with an aggregate principal amount of up to $5,555,556 for a purchase price of up to $5,000,000, if several conditions are met, including full reduction of the first and second tranches, no Nasdaq listing deficiency notice, effective registration of all related conversion shares, and receipt of required stockholder approval. If only the listing condition is not met, the initial purchaser may instead buy notes with principal of up to $3,333,333.60 for a $3,000,000 price. The amendment also changes mandatory prepayments tied to equity line offerings and sets a new conversion floor price of $0.35 per share, below which the note conversion price cannot fall.
Profusa, Inc. updated key financing agreements with Ascent Partners Fund LLC. The company amended its July 28, 2025 Securities Purchase Agreement for an equity line of up to $100,000,000, temporarily reducing the floor price on certain share sales. During a defined modification period, up to 13,650,000 shares of common stock may be sold at prices between $0.111 and $0.14 per share, after which the floor price reverts to $0.14, equal to twenty percent of the July 25, 2025 official closing price, as adjusted for certain corporate actions.
Profusa also entered Amendment No. 2 to its Senior Secured Convertible Promissory Note dated February 11, 2025. This amendment removes amortization provisions and related payments and sets the mandatory prepayment amount for any subsequent equity line of credit offering at 33.3% of the net proceeds.
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