STOCK TITAN

Profusa (PFSA) affiliates report 9.99% ownership; reorg adds Eagle Claw

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Insights

Affiliated group clarifies ownership and management reorganization.

The filing lists a coordinated group of entities and individuals that collectively report 9.99% beneficial ownership of Common Stock based on 4,660,268 shares outstanding as of May 12, 2026. The disclosure explains that conversions and purchases are limited by a contractual Blocker Amount, and that share counts give effect to that limitation.

The filing also documents an internal management reorganization effective June 1, 2026 that removed Dominion Capital Holdings LLC from beneficial‑owner status and added Eagle Claw Corp. as a >5% holder; subsequent filings may reflect further governance details.

Position size and potential future issuance are capped by contractual limits.

The group reports shared voting and dispositive power over 590,400 shares and identifies up to 554,758 shares issuable upon conversion of Convertible Notes that are included only to the extent permitted by the Blocker Amount. Ascent directly holds 35,642 shares as of June 5, 2026.

Cash‑flow treatment and timing of conversions or purchases are not detailed in the excerpt; actual dilution will depend on future conversions/purchases constrained by the Blocker limitation.

Shared voting/dispositive power 590,400 shares reported shared power across the affiliated group
Percent of class 9.99% based on 4,660,268 shares outstanding as of <date>May 12, 2026</date>
Shares outstanding used for calculation 4,660,268 shares outstanding shares as of <date>May 12, 2026</date> from Definitive Proxy Statement
Ascent direct holdings 35,642 shares As of <date>June 5, 2026</date>
Convertible Notes maximum issuable 554,758 shares maximum issuable up to the Blocker Amount
Blocker Amount regulatory
"includes, up to the Blocker Amount, the shares of Common Stock to be issued"
Convertible Notes financial
"there are 554,758 shares of Common Stock underlying the Convertible Notes"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
ELOC Agreement financial
"Securities Purchase Agreement dated as of July 28, 2025 (the "ELOC Agreement")"
Joint Filing Agreement regulatory
"The Reporting Persons have entered into a Joint Filing Agreement"
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74319X207

(CUSIP Number)
06/05/2026

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




schemaVersion:


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of common stock, par value $0.0001 per share, of the issuer (the "Common Stock") set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount (as defined in this footnote), the shares of Common Stock to be issued upon (a) conversions of convertible promissory notes (the "Convertible Notes"), effective April 20, 2026, April 2, 2026, July 11, 2025 and December 29, 2023 respectively, held directly by the reporting person and (b) purchases by the reporting person pursuant to that certain Securities Purchase Agreement, dated as of July 28, 2025, between the issuer and the reporting person (the "ELOC Agreement") whereby, subject to certain conditions, the issuer may, at its option but subject to the Blocker Amount, require the reporting person to purchase Common Stock. The Convertible Notes and ELOC Agreement are all subject to a maximum 9.99% beneficial ownership limitation contained therein (the "Blocker Amount"). In Row (11) the percentage is based on (i) 4,660,268 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 26, 2026 (the "Definitive Proxy Statement") and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes, and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Note and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount. In Row (11) the percentage is based on (i) 4,660,268 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Notes and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount. In Row (11) the percentage is based on (i) 4,660,268 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Notes and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount. In Row (11) the percentage is based on (i) 4,660,268 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.


SCHEDULE 13G




Comment for Type of Reporting Person: Following the internal reorganization of the management of certain Dominion entities described in Item 4 below, Dominion Capital Holdings LLC beneficially owned no shares of the Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Notes and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount. In Row (11) the percentage is based on (i) 4,660,268 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Notes and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount. In Row (11) the percentage is based on (i) 4,660,268 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Notes and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount. In Row (11) the percentage is based on (i) 4,660,268 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Notes and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount. In Row (11) the percentage is based on (i) 4,660,268 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly by the reporting person upon (a) conversions of the Convertible Notes and (b) purchases pursuant to the ELOC Agreement. The Convertible Notes and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount. In Row (11) the percentage is based on (i) 4,660,268 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes and the purchase of some Common Stock pursuant to the ELOC Agreement, in each case subject to the Blocker Amount.


SCHEDULE 13G



Ascent Partners Fund LLC
Signature:/s/ Ascent Partners Fund LLC
Name/Title:Mikhail Gurevich, signatory for Managing Member of Managing Member
Date:06/05/2026
Ascent Partners LLC
Signature:/s/ Ascent Partners LLC
Name/Title:Mikhail Gurevich, signatory for Managing Member
Date:06/05/2026
Dominion Capital LLC
Signature:/s/ Dominion Capital LLC
Name/Title:Mikhail Gurevich, Chief Investment Officer of Eagle Claw Corp., Manager of Dominion Capital GP LLC, Manager of Dominion Capital LLC
Date:06/05/2026
Dominion Capital GP LLC
Signature:/s/ Dominion Capital GP LLC
Name/Title:Mikhail Gurevich, Chief Investment Officer of Eagle Claw Corp., Manager of Dominion Capital GP LLC
Date:06/05/2026
Dominion Capital Holdings LLC
Signature:/s/ Dominion Capital Holdings LLC
Name/Title:Mikhail Gurevich, Managing Member
Date:06/05/2026
Eagle Claw Corp.
Signature:/s/ Eagle Claw Corp.
Name/Title:Gennadiy Gurevich, President
Date:06/05/2026
Masada Group Holdings LLC
Signature:/s/ Masada Group Holdings LLC
Name/Title:Alon Brenner, Managing Member
Date:06/05/2026
Mikhail Gurevich
Signature:/s/ Mikhail Gurevich
Name/Title:Mikhail Gurevich
Date:06/05/2026
Gennadiy Gurevich
Signature:/s/ Gennadiy Gurevich
Name/Title:Gennadiy Gurevich
Date:06/05/2026
Alon Brenner
Signature:/s/ Alon Brenner
Name/Title:Alon Brenner
Date:06/05/2026

Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated June 5, 2026

FAQ

What ownership stake does the reporting group hold in Profusa (PFSA)?

The reporting group discloses shared ownership of 590,400 shares, equal to 9.99% of common stock based on May 12, 2026 outstanding shares of 4,660,268. This percentage reflects the application of a contractual Blocker limitation.

How many shares does Ascent directly own according to the filing?

As of June 5, 2026 Ascent directly held 35,642 shares of Common Stock. The filing treats these together with shares issuable under convertible notes up to the Blocker cap when reporting the group position.

What is the Blocker Amount referenced in the filing?

The Blocker Amount is a contractual beneficial‑ownership cap (maximum 9.99%) in the Convertible Notes and the ELOC Agreement that limits conversions and purchases so the reporting persons cannot exceed that ownership threshold.

How many shares are issuable upon conversion of the Convertible Notes?

The filing states there are up to 554,758 shares of Common Stock underlying the Convertible Notes, with that amount treated as the maximum issuable subject to the Blocker limitation.

Did the filing report any organizational changes among the reporting entities?

Yes. Effective June 1, 2026, an internal reorganization caused Dominion Capital Holdings LLC to cease holding beneficial power and Eagle Claw Corp. to become a beneficial owner exceeding 5%, triggering this amendment and exit/entry filings.