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. amended its prospectus supplement to register up to 7,170,891 shares of common stock for resale by selling stockholders, reflecting a mix of resale and issuance sources. The registered shares include 6,022,753 Purchase Shares, 801,114 Ascent Conversion Shares, 133,333 Ascent Inducement Warrant Shares, and 213,690 Sponsor Conversion Shares. The company will not receive proceeds from sales by the selling stockholders, but may receive up to $100,000,000 if it elects to sell Purchase Shares to Ascent under the ELOC Purchase Agreement and could receive up to $1,666,666.50 if all Ascent Inducement Warrants are exercised for cash. The supplement attaches a Form 8-K disclosing that Profusa effected a one-for-twenty-five (1:25) reverse stock split, reducing outstanding shares from approximately 13.2 million to approximately 530 thousand and adjusting option, warrant and plan share counts proportionately. The common stock continues to trade under the ticker PFSA.
Profusa, Inc. filed a prospectus supplement registering 22,716 shares of Common Stock for resale by selling stockholders, comprising up to 22,512 Purchase Shares and 204 transaction-cost shares. The supplement reflects a 1‑for‑25 reverse stock split effective July 7, 2026, which reduced outstanding common shares from approximately 13.2 million to approximately 530 thousand. The company states it will not receive proceeds from sales by the selling stockholders, although it may receive aggregate gross proceeds of up to $100,000,000 if it elects to sell Purchase Shares to the selling stockholder pursuant to the purchase agreement.
Profusa, Inc. filed a prospectus supplement updating its Form S-1 to register for resale up to 118,518 shares of Common Stock issuable upon conversion of convertible promissory notes held by Ascent Partners Fund LLC, representing an aggregate principal value of $22,222,222. The resale is by the selling stockholder; the company will not receive proceeds. The supplement incorporates a Form 8-K disclosing a one-for-twenty-five (1:25) reverse stock split effective July 7, 2026, which adjusted share counts and exercise/conversion terms. The reverse split reduced outstanding shares from approximately 13.2 million to approximately 530 thousand. The Ascent conversion is subject to a Beneficial Ownership Limitation (initially 4.99%, increased to 9.99% by waiver).
Profusa, Inc. is implementing a one-for-twenty-five reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on July 7, 2026. Every 25 existing shares will be combined into 1 share, with the par value remaining $0.0001 per share.
After the split, outstanding common shares will shrink from approximately 13.2 million to about 530 thousand, while authorized shares stay at 601 million. The stock will begin trading on a post-split basis on Nasdaq under the same ticker, PFSA, but with a new CUSIP. Fractional share positions will be settled in cash based on the closing price on the effective date.
Profusa also recast prior-period figures to reflect the split. For example, for the year ended December 31, 2025, net loss remains $35.8 million, but loss per share increases mechanically from $107.01 to $2,675.35 because the share count is lower after the split.
Profusa, Inc. reported the results of a special stockholder meeting held on June 23, 2026. Stockholders elected Lauren Chung as a Class I director to serve until the 2029 annual meeting. A quorum was present, with 1,816,505 of 4,660,268 eligible common shares represented.
Stockholders approved an amendment allowing the board to implement one or more reverse stock splits over the next two years at ratios between 1-for-5 and up to an aggregate 1-for-200, any time on or before June 23, 2028. They also approved issuing a new series of convertible preferred stock, and the related common shares upon conversion, to Bio Insights LLC as consideration for acquiring PanOmics Assay assets.
In addition, stockholders approved the potential issuance of more than 19.99% of outstanding common shares upon conversion of a promissory note held by NorthView Sponsor I LLC. They also increased the 2025 Equity and Incentive Plan share reserve from 100,386 to 795,930 shares, representing 15% of 4,510,268 common shares outstanding as of May 7, 2026, after giving effect to the reverse stock split.
Profusa, Inc. registers 179,272,293 shares of Common Stock for resale by the identified selling stockholders.
The registered shares include up to 150,568,827 shares held by Ascent Partners Fund LLC under the ELOC Purchase Agreement; up to 20,027,859 shares issuable upon conversion of convertible notes (aggregate principal ~$7.0 million); up to 3,333,333 shares issuable upon exercise of an inducement warrant; and up to 5,342,274 shares issuable upon conversion of Sponsor notes (aggregate principal ~$1.9 million).
The company states it will not receive proceeds from resales by the selling stockholders, although it may receive up to $100,000,000 in aggregate gross proceeds from sales of Purchase Shares to Ascent under the ELOC Purchase Agreement. The prospectus supplement discloses a Nasdaq last sale price of $0.26 per share as of June 5, 2026.
Profusa, Inc. disclosed that on June 8, 2026 it delivered an Advance Notice to Ascent Partners Fund LLC under their existing equity line of credit. For Advance Notices from June 8, 2026 through July 15, 2026, each draw can cover up to 9.99% of shares outstanding, capped at $200,000 per notice.
During this period, Ascent will fund purchases upon share delivery, paying 97% of the lowest volume‑weighted average price of the common stock over the ten trading days before the Advance Notice date. A True-Up Mechanism can require Profusa to issue additional shares if later VWAP levels are lower, potentially increasing dilution to existing stockholders.
Group of affiliated holders files Amendment No. 3 to a Schedule 13G/A reporting shared beneficial ownership of 590,400 shares of Profusa Common Stock, representing 9.99% based on May 12, 2026 outstanding shares of 4,660,268. The disclosed position reflects up to a contractual Blocker Amount that limits conversions of certain Convertible Notes and purchases under a Securities Purchase Agreement (the “ELOC Agreement”).
As of June 5, 2026, Ascent directly held 35,642 shares and there are up to 554,758 shares underlying the Convertible Notes counted toward the Blocker cap. The filing also records an internal reorganization: Dominion Capital Holdings LLC no longer beneficially owns shares and Eagle Claw Corp. became a >5% beneficial owner for reporting purposes.
Profusa, Inc. is asking stockholders to approve several major proposals at its June 23, 2026 virtual annual meeting. The board seeks to elect Lauren Chung to a three-year term and obtain broad authority to execute one or more reverse stock splits in a 1‑for‑5 to 1‑for‑200 range through June 23, 2028 to help regain Nasdaq bid‑price compliance.
Stockholders are also being asked to approve issuing $30,000,000 of non‑voting convertible preferred stock to Bio Insights LLC for PanOmics Assay assets, which will convert into common shares and carry a 3% royalty on related revenue and a board nomination right. Another proposal would allow conversion of a $1,869,796 promissory note into common stock above the 19.99% Nasdaq threshold, and an equity plan amendment would raise the 2025 plan reserve from 100,386 to 795,930 shares (15% of 4,510,268 shares outstanding after the reverse split). An adjournment proposal would let the company delay the meeting to gather more proxies if needed.