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. reports that Nasdaq has confirmed its application to transfer its common stock listing to The Nasdaq Capital Market, with the transfer effective at the open of trading on May 15, 2026. This step satisfies a key requirement of a May 6, 2026 Nasdaq Hearings Panel decision granting the company an exception to continue listing.
The exception is conditional on Profusa meeting interim milestones tied to Nasdaq Listing Rule 5550(a)(2) on minimum bid price and Listing Rule 5550(b)(2) on stockholders’ equity, in lieu of the market value standard under Rule 5550(b)(1). Profusa is evaluating these conditions and plans actions such as potential reverse stock splits or financings to regain full compliance, but warns there is no assurance it will succeed or that its stock will remain listed on The Nasdaq Capital Market.
Profusa, Inc. is asking shareholders to approve seven proposals at its virtual annual meeting on including the Reverse Stock Split Proposal (board authority to combine common shares at a ratio between 1-for-10 and 1-for-200 any time prior to June 4, 2028), the Preferred Stock Issuance Proposal to issue newly created convertible preferred stock as consideration for an asset purchase with Bio Insights LLC for $30,000,000, and a Management Shares Proposal to issue 12% of fully diluted post-transaction common stock to management for retention.
Also on the agenda are approval to permit conversion issuance tied to an amended promissory note with NorthView Sponsor I LLC (outstanding principal confirmed at $1,869,796 with a conversion Floor Price of $0.35 per share), an Equity Plan Amendment increasing the 2025 Plan share reserve to 778,283 shares (an increase of 677,897 shares, representing 15% of outstanding common stock based on 4,410,268 shares), the election of Lauren Chung, and an adjournment proposal. The Board recommends a vote FOR all proposals.
Profusa, Inc. received a decision from the Nasdaq Hearings Panel granting a conditional exception that allows its shares to remain listed, and approving a transfer from The Nasdaq Global Market to The Nasdaq Capital Market. The company must meet interim milestones and regain compliance with Nasdaq’s bid price and stockholders’ equity listing rules by July 6, 2026. Profusa is evaluating the conditions and plans actions such as potential reverse stock splits or financings to try to meet these requirements, but notes there is no assurance it will succeed.
STOVER JACK E reported open-market purchase transactions in this Form 4 filing.
Profusa, Inc. director-related entity NorthView Sponsor I LLC converted a Second Amended and Restated Promissory Note with principal of $1,869,796 into 5,342,274 shares of Common Stock. The conversion reflects use of the floor price of $0.35 per share under an April 24, 2026 Note Modification and Conversion Agreement.
Knechtel Fred S. reported open-market purchase transactions in this Form 4 filing.
Profusa, Inc. Chief Financial Officer Fred S. Knechtel reported an indirect transaction involving a Convertible Promissory Note held by NorthView Sponsor I LLC, where he is managing member. The filing states that the entire outstanding principal balance of the Second Amended and Restated Promissory Note of $1,869,796 was converted into 5,342,274 shares of Common Stock at the $0.35 per share floor price.
The conversion price under the note is defined as the greater of 95% of the closing price of the Common Stock on the conversion date and $0.35 per share, pursuant to a Note Modification and Conversion Agreement dated April 24, 2026. The note became convertible on the Registration Effective Date under that agreement. Mr. Knechtel may be deemed to share beneficial ownership of securities held by NorthView Sponsor I LLC but disclaims beneficial ownership except to the extent of his pecuniary interest.
Profusa, Inc. files a prospectus registering up to 179,272,293 shares of Common Stock for resale by selling stockholders. This includes up to 150,568,827 Purchase Shares that the company may elect to sell to Ascent under an equity facility (ELOC) that could generate up to $100,000,000 in aggregate gross proceeds if fully used. The prospectus also registers up to 20,027,859 Ascent Conversion Shares issuable upon conversion of Ascent notes, 3,333,333 Ascent Inducement Warrant Shares, and 5,342,274 Sponsor Conversion Shares. Shares outstanding were 4,410,268 as of April 29, 2026. The Selling Stockholders may resell shares from time to time in public or private transactions; the Company will not receive proceeds from those resales but may receive proceeds from any Purchase Shares it elects to sell to Ascent and from any cash exercises of the inducement warrant.
Profusa, Inc. is registering 179,272,293 shares of common stock for resale by existing holders. This total includes 150,568,827 purchase shares under a $100,000,000 equity line with Ascent, 20,027,859 shares issuable upon conversion of Ascent Notes, 3,333,333 warrant shares, and 5,342,274 shares issuable upon conversion of Sponsor notes.
Shares outstanding were 4,410,268 as of April 29, 2026, and would be 180,349,228 assuming full conversion of the Ascent and Sponsor notes, meaning very substantial dilution for current holders. Profusa discloses large historical net losses, substantial doubt about its ability to continue as a going concern, heavy reliance on external financing, and multiple Nasdaq listing deficiencies that could lead to delisting if not cured.
Profusa, Inc. amended a promissory note with NorthView Sponsor I LLC, confirming an outstanding principal of $1,869,796, making it non‑interest bearing and extending maturity to December 31, 2026. The holder may convert the note into common stock after a resale registration becomes effective, at the greater of 95% of the closing share price on the conversion date or $0.35 per share, subject to a 4.99% beneficial ownership cap.
An amendment adds a covenant not to issue conversion shares above 19.99% of shares outstanding on the agreement date unless stockholders approve or a Nasdaq exception applies, and requires the company to seek approval within 90 days and every four months until obtained. Profusa also received notice from Nasdaq that it has not regained compliance with the $15,000,000 market value of publicly held shares requirement, which will be considered alongside existing bid‑price and market‑value‑of‑listed‑securities deficiencies, creating meaningful risk to its Nasdaq Global Market listing. Separately, Profusa amended a warrant for up to 3,333,333 shares at $0.50 per share by deleting provisions that had required automatic conversion or assumption in certain fundamental transactions.
Profusa, Inc. has filed a resale registration covering up to 179,272,293 shares of common stock for sale by existing holders. The shares include 150,568,827 purchase shares tied to a $100,000,000 equity line with Ascent, plus conversion and warrant shares from Ascent’s note and warrant financing and a sponsor note.
Profusa will not receive proceeds from stockholder resales but may raise up to $100,000,000 by selling purchase shares to Ascent and up to $1,666,666.50 from cash exercises of Ascent inducement warrants. As of April 24, 2026, 4,410,268 shares were outstanding, so full issuance would be highly dilutive. The company reports large accumulated losses, substantial doubt about its ability to continue as a going concern, heavy reliance on external financing, and Nasdaq listing deficiency notices, while still seeking U.S. regulatory approvals for its biointegrated sensor products.