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. 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.
Profusa, Inc. (PFSA) filed a Form 12b-25, notifying a delay in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. The company says it needs additional time to finalize disclosures and expects to file the 10‑Q no later than the fifth calendar day following the prescribed filing date.
The company also indicated that a prior Form 8‑K was not filed on a timely basis. This notice requests a brief extension and does not include financial results.
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.
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