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. (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. 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.
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.
Profusa, Inc. completed a business combination that made Profusa a wholly owned subsidiary and changed the SPAC name to Profusa, Inc. The company markets the Lumee™ Oxygen Platform (EU-authorized) and is developing Lumee™ Glucose as a long-duration continuous glucose monitor with clinical cohort data showing ~11% MARD and up to nine months functionality in trials. A PIPE Subscription contemplates up to $22.22 million principal of senior secured convertible notes (approximately $20.0 million net proceeds after OID). Management reports material weaknesses in internal control over financial reporting and the company expects an increase in pro forma cash of roughly $9.0 million from the PIPE, but notes financing and regulatory risks, supply chain dependencies, and potential volatility and accounting impacts from bitcoin holdings under ASU 2023-08.
Profusa, Inc. completed a business combination that made Profusa a wholly owned subsidiary and changed the company name from NorthView Acquisition Corporation to Profusa, Inc. The filing describes the Lumee14 platforms: Lumee14 Oxygen (EU commercialization authorized pending MDR migration) and Lumee14 Glucose (not yet authorized). Clinical data cited include a glucose program showing a mean absolute relative difference (MARD) of approximately 11% from 54 subjects and up to nine months of sensor functionality with no device-related serious adverse events reported in cited studies. Financing and capitalization disclosures include a PIPE Subscription Agreement for up to $22,222,222 aggregate principal (purchase price up to $20,000,000 after 10% OID) and referenced resale commitments by Ascent of 8,970,830 Purchase Shares and 8,070,830 ELOC Shares in different sections. The company disclosed material weaknesses in internal control over financial reporting (segregation of duties; procurement; accounts payable reconciliations) and plans remediation including hiring a new CFO. The filing also discusses bitcoin treasury holdings, custodial risks, and ASU 2023-08 fair-value accounting implications that could materially increase volatility in reported results.