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. filed a current report describing a corporate governance update. On August 19, 2025, the company issued a press release announcing the appointment of certain directors and executive officers. The press release is included as Exhibit 99.1, and the report is signed by Chief Executive Officer Ben Hwang.
Profusa, Inc. is soliciting proxies for a virtual Special Meeting scheduled for August 29, 2025 at 10:00 a.m. Eastern Time to vote on Proposal No. 1 related to a Purchase Agreement with Ascent Partners Fund LLC. Proxy materials will be made available on or about August 19, 2025 and stockholders may register to attend and vote online using a twelve-digit control number. The Purchase Agreement contemplates sales of common stock to Ascent subject to a Nasdaq 20% Exchange Cap and contains a mechanism tied to the volume-weighted average price (VWAP) and a floor price. The maximum purchase price at any single closing is limited to the lower of $5,000,000 or 100% of the average daily traded value for the five trading days before that closing. Certain issuances (including specified Commitment Warrant Shares and Purchase Shares) are subject to a 9.99% beneficial ownership limitation. If stockholder approval of Proposal No. 1 is not obtained, the Company states it may need alternative financing, which may not be available on advantageous terms or at all.
Profusa, Inc. (PFSA) 10-Q highlights key balance sheet and financing events tied to its SPAC combination and trust account activity. The company reports a working capital deficit of $15,492,554 and restricted cash of $1,751. It continues to hold funds in a Trust Account funded initially with IPO proceeds (approximately $191,647,500 placed in the Trust Account), and sold 18,975,000 Units in its IPO generating gross proceeds of $189,750,000. The company presents significant liabilities recorded at fair value including warrant liabilities (public and private) and a related-party convertible promissory note presented at fair value of $10,288,111 as of June 30, 2025. Management discloses substantial doubt about the company’s ability to continue as a going concern within one year of issuance of the condensed consolidated financial statements. The filing also records an excise tax liability related to share redemptions of $1,952,662.
Profusa, Inc. is registering up to 8,970,830 shares for resale by Ascent Partners Fund LLC under a committed equity facility that could provide up to $100,000,000 of aggregate purchases of common stock. The registration covers up to 8,070,830 Purchase Shares the company may elect to sell over a 36-month period and 900,000 Commitment Warrant Shares issuable upon exercise of warrants with a $0.01 exercise price. Purchase prices are tied to 97% of the lowest VWAP during applicable valuation periods and the agreement includes an Exchange Cap (generally 19.9%) and a 9.99% beneficial ownership limit.
The company is commercializing its Lumee14 Oxygen Platform in the EU and is developing a long-term Lumee Glucose continuous glucose monitor. The prospectus discloses substantial doubt about Profusa's ability to continue as a going concern, identified material weaknesses in internal controls, and significant dilution risk from equity issuances or resales by Ascent. Any net proceeds the company receives from sales to Ascent are to be used primarily to purchase Bitcoin (subject to a $5.0 million cash floor), exposing the company and investors to bitcoin price volatility and related regulatory and liquidity risks.
Schedule 13G filed 24-Jul-2025 shows a group comprised of Ascent Partners Fund LLC, Dominion Capital and related entities plus individuals Mikhail Gurevich, Gennadiy Gurevich and Alon Brenner collectively own 3,359,068 Profusa (PFSA) common shares, equal to 9.99 % of shares outstanding as of 11-Jul-2025. The stake includes up to 820,475 shares issuable on conversion of a convertible promissory note; the note carries a 9.99 % ownership “blocker,” limiting additional conversions. All voting and dispositive power is reported as shared; no party claims sole control.
The percentage is calculated against the company’s 32,788,877 shares outstanding disclosed in a 18-Jul-2025 8-K. Because the filing is on Form 13G rather than 13D, the group certifies the position is passive and not intended to influence control. Exhibit 1 contains a joint filing agreement. The presence of an institutional investor group near the 10 % threshold signals outside confidence but also points to potential future dilution should the remaining note principal be converted once the blocker is lifted or expires.