STOCK TITAN

Profusa: Ascent reports 9.99% shared ownership

The 9.99% aggregate blocker restricts full note conversions, warrant exercises and purchases under the equity line.

(Neutral)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

For Profusa, Inc. common stock, Ascent Partners Fund LLC, Ascent Partners LLC, Dominion Capital LLC, Dominion Capital GP LLC, Eagle Claw Corp., Masada Group Holdings LLC, Mikhail Gurevich, Gennadiy Gurevich and Alon Brenner each report the same shared beneficial ownership: 316,600 shares, or 9.99%, with shared voting and dispositive power. Mikhail Gurevich is Eagle Claw’s Chief Investment Officer, Gennadiy Gurevich is its President, and Alon Brenner manages Masada Group Holdings LLC.

As of September 30, 2026, Ascent held 50,000 shares; another 266,600 shares may be issued or purchased through partial conversions of convertible notes, partial warrant exercises or the ELOC Agreement, up to the Blocker Amount. The aggregate 9.99% limitation currently prevents Ascent from fully converting the notes, fully exercising the warrant or purchasing all shares available under the ELOC Agreement. Profusa may require purchases under that agreement, subject to conditions and the limitation.

Shared beneficial ownership 316,600 shares Each of the nine reporting persons reports this position as of September 30, 2026.
Reported ownership percentage 9.99% Beneficial ownership reported for Profusa common stock.
Shares held by Ascent 50,000 shares Held as of September 30, 2026.
Shares issuable or purchasable under the Blocker Amount 266,600 shares May be issued or purchased as of September 30, 2026, through the specified notes, warrant and ELOC Agreement.
Common shares outstanding 605,647 shares As of August 19, 2026.
Blocker Amount financial
"limited by an aggregate maximum of 9.99% (the "Blocker Amount")"
Convertible Notes financial
"conversions of 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.
Warrant financial
"partial exercises of the Warrant"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
ELOC Agreement financial
"purchases pursuant to the ELOC Agreement"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PFSA shares do the reporting persons report owning?

The reporting persons each report shared beneficial ownership of 316,600 Profusa common shares, or 9.99%, with shared voting and dispositive power.

How is PFSA’s reported 9.99% ownership figure calculated?

The percentage is based on 605,647 Profusa common shares outstanding as of August 19, 2026, plus any shares issued or issuable through partial note conversions, partial warrant exercises and ELOC purchases, subject to the aggregate 9.99% Blocker Amount.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates





74319X405

(CUSIP Number)
09/30/2026

(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"), dated September 16, 2026, September 1, 2026, August 12, 2026, April 20, 2026, April 2, 2026, July 11, 2025 and December 29, 2023 respectively, held directly by the reporting person, (b) exercise of the Warrant dated April 20, 2026 (the "Warrant") and (c) purchases by the reporting person pursuant to that certain Securities Purchase Agreement, dated as of July 28, 2025 and amended on December 22, 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, Warrant 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) 605,647 shares of Common Stock outstanding as of August 18, 2026, as reported by the issuer in its 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 19, 2026 (the "10-Q ") and (ii) shares of Common Stock (if any) issued or issuable upon partial conversions of the Convertible Notes, partial exercises of the Warrant and the purchases of some Common Stock shares 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, (b) exercises of the Warrant and (c) purchases pursuant to the ELOC Agreement. The Convertible Notes, Warrant and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount. In Row (11) the percentage is based on (i) 605,647 shares of Common Stock outstanding as of August 18, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock (if any) issued or issuable upon partial conversions of the Convertible Notes, partial exercises of the Warrant and the purchases of some Common Stock shares 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, (b) exercises of the Warrant and (c) purchases pursuant to the ELOC Agreement. The Convertible Notes, Warrant and ELOC Agreement are all, in the aggregate, limited by the Blocker Amount. In Row (11) the percentage is based on (i) 605,647 shares of Common Stock outstanding as of August 19, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock (if any) issued or issuable upon partial conversions of the Convertible Notes, partial exercises of the Warrant and the purchases of some Common Stock shares 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, (b) exercises of the Warrant and (c) 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) 605,647 shares of Common Stock outstanding as of August 19, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock (if any) issued or issuable upon partial conversions of the Convertible Notes, partial exercises of the Warrant and the purchases of some Common Stock shares 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, (b) exercises of the Warrant and (c) 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) 605,647 shares of Common Stock outstanding as of August 19, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock (if any) issued or issuable upon partial conversions of the Convertible Notes, partial exercises of the Warrant and the purchases of some Common Stock shares 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, (b) exercises of the Warrant 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) 605,647 shares of Common Stock outstanding as of August 19, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock (if any) issued or issuable upon partial conversions of the Convertible Notes, partial exercises of the Warrant and the purchases of some Common Stock shares 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, (b) exercises of the Warrant 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) 605,647 shares of Common Stock outstanding as of August 19, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock (if any) issued or issuable upon partial conversions of the Convertible Notes, partial exercises of the Warrant and the purchases of some Common Stock shares 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, (b) exercises of the Warrant 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) 605,647 shares of Common Stock outstanding as of August 19, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock (if any) issued or issuable upon partial conversions of the Convertible Notes, partial exercises of the Warrant and the purchases of some Common Stock shares 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, (b) exercises of the Warrant and (c) 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) 605,647 shares of Common Stock outstanding as of August 19, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock (if any) issued or issuable upon partial conversions of the Convertible Notes, partial exercises of the Warrant and the purchases of some Common Stock shares 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:10/27/2026
Ascent Partners LLC
Signature:/s/ Ascent Partners LLC
Name/Title:Mikhail Gurevich, signatory for Managing Member
Date:10/27/2026
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:10/27/2026
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:10/27/2026
Eagle Claw Corp.
Signature:/s/ Eagle Claw Corp.
Name/Title:Gennadiy Gurevich, President
Date:10/27/2026
Masada Group Holdings LLC
Signature:/s/ Masada Group Holdings LLC
Name/Title:Alon Brenner, Managing Member
Date:10/27/2026
Mikhail Gurevich
Signature:/s/ Mikhail Gurevich
Name/Title:Mikhail Gurevich
Date:10/27/2026
Gennadiy Gurevich
Signature:/s/ Gennadiy Gurevich
Name/Title:Gennadiy Gurevich
Date:10/27/2026
Alon Brenner
Signature:/s/ Alon Brenner
Name/Title:Alon Brenner
Date:10/27/2026

Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated June 5, 2026 (incorporated by reference to Exhibit 1 to the Schedule 13G/A filed by the Reporting Persons with the SEC on June 5, 2026)

Keep reading