$100M equity line for Profusa (PFSA) wins strong shareholder approval

Rhea-AI Filing Summary

Profusa, Inc. held a special shareholder meeting where investors approved an Equity Line of Credit transaction with Ascent Partners Fund LLC. This arrangement allows the company, at its discretion and subject to conditions, to issue and sell shares of its common stock for an aggregate purchase price of up to $100,000,000.

Shareholders of record as of July 30, 2025 held 32,788,877 common shares, each with one vote. At the meeting, 17,334,149 shares were represented, forming a quorum. The ELOC proposal passed with 17,206,846 votes for, 120,164 against, and 7,139 abstentions. No other business was conducted at the meeting.

Insights

Capital markets and corporate governance analyst

Profusa gains shareholder approval for a sizable $100M equity line.

Profusa, Inc. received shareholder approval to proceed with an Equity Line of Credit under which it may, from time to time and at its discretion, sell common stock to Ascent Partners Fund LLC for an aggregate purchase price of up to $100,000,000. The approval was specifically obtained to comply with Nasdaq Listing Rule 5635(d), which governs significant issuances of equity.

The vote showed strong support, with 17,206,846 shares in favor, 120,164 against, and 7,139 abstaining, out of 32,788,877 shares outstanding as of the record date. This suggests broad shareholder backing for the potential use of this financing tool, though actual impact will depend on how much of the equity line the company chooses to draw and on what terms.

The ability to issue shares over time can provide flexibility in raising capital, but it also introduces potential dilution for existing shareholders if substantial issuances occur. Future disclosures in company filings will indicate if and when Profusa utilizes this equity line and the scale of any related share issuances.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 29, 2025

PROFUSA, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41177		86-3437271
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

626 Bancroft Way, Suite A

Berkeley, CA 94710

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (925) 997-6925

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		PFSA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 5.07 Submission of Matters to a Vote of Security Holders. 

A Special Meeting of Stockholders (the “Meeting”) of Profusa Inc. (the “Company”) was held virtually on August 29, 2025, at www.cleartrustonline.comlpfsa, pursuant to notice duly given. Definitive proxy materials relating to the Meeting were filed with the Securities and Exchange Commission on August 18, 2025, and were transmitted to all stockholders that held of record as of July 30, 2025 (the “Record Date”). As of the close of business on the Record Date there were 32,788,877 shares of the Company’s Common Stock outstanding, each share being entitled to one vote. At the Meeting, the holders of 17,334,149 shares of the Company’s Common Stock were represented in person or by proxy, constituting a quorum. The stockholders were asked to approve, for the purpose of complying with the applicable provisions of The Nasdaq Stock Market LLC Listing Rule 5635(d), the Equity Line of Credit (“ELOC”) transaction (which has previously been disclosed) pursuant to which the Company may, from time to time and at its discretion, issue and sell to Ascent Partners Fund LLC shares of the Company’s common stock for an aggregate purchase price of up to $100,000,000, subject to certain limitations and conditions. The stockholders voted to approve the proposal at the Meeting. The vote was as follows:

FOR		AGAINST		ABSTAIN
17,206,846		120,164		7,139

 No other action was taken at the meeting.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 4, 2025	Profusa, Inc.
	By:	/s/ Ben Hwang
	Name:	Ben Hwang
	Title:	Chief Executive Officer

2

FAQ

What did Profusa (PFSA) shareholders approve at the special meeting?

Shareholders approved an Equity Line of Credit transaction allowing Profusa, Inc. to issue and sell common stock to Ascent Partners Fund LLC for an aggregate purchase price of up to $100,000,000, subject to limitations and conditions.

Why did Profusa (PFSA) seek approval for the Equity Line of Credit?

Profusa sought shareholder approval to comply with Nasdaq Listing Rule 5635(d), which requires shareholder approval for certain significant issuances of common stock.

How did Profusa (PFSA) shareholders vote on the $100,000,000 ELOC proposal?

The proposal received 17,206,846 votes for, 120,164 against, and 7,139 abstentions, and was approved at the special meeting.

How many Profusa (PFSA) shares were eligible to vote and how many formed a quorum?

As of the July 30, 2025 record date, there were 32,788,877 common shares outstanding and entitled to one vote each. At the meeting, holders of 17,334,149 shares were represented, constituting a quorum.

Does the approval mean Profusa (PFSA) will immediately issue $100,000,000 of stock?

No. The approval allows Profusa to issue and sell shares from time to time and at its discretion to Ascent Partners Fund LLC for an aggregate purchase price of up to $100,000,000, subject to limitations and conditions.

Were there any other matters voted on at Profusa’s special meeting?

No. The filing states that no other action was taken at the special meeting besides the vote on the Equity Line of Credit proposal.