A group of investment entities and individuals led by Ascent Partners Fund LLC reports beneficial ownership of Profusa, Inc. common stock. The group has shared voting and dispositive power over 58,749 shares of common stock, representing 9.99% of the class as of June 30, 2026, subject to a contractual ownership cap.
The stake arises from convertible promissory notes effective on several dates and a Securities Purchase Agreement (the ELOC Agreement) that allows Profusa, at its option and subject to a 9.99% beneficial ownership limitation (the Blocker), to require purchases of common stock. Ownership percentages are calculated using 186,411 shares outstanding as of May 12, 2026, adjusted for a 1-for-25 reverse stock split effective July 7, 2026, plus shares issuable upon partial note conversions and ELOC purchases, all constrained by the Blocker.
Positive
None.
Negative
None.
Key Figures
Beneficially owned shares:58,749 sharesBeneficial ownership percentage:9.99%Shares outstanding baseline:186,411 shares+3 more
6 metrics
Beneficially owned shares58,749 sharesShares over which the reporting group has shared voting and dispositive power as of June 30, 2026
Beneficial ownership percentage9.99%Portion of Profusa common stock beneficially owned by the reporting group, limited by the Blocker
Shares outstanding baseline186,411 sharesProfusa common stock outstanding as of May 12, 2026, adjusted for 1:25 reverse split
Reverse split ratio1-for-25Reverse stock split of Profusa common stock effective July 7, 2026
Blocker limit9.99%Maximum aggregate beneficial ownership allowed under the Convertible Notes and ELOC Agreement
Shares underlying notes at Blocker58,749 sharesMaximum common shares issuable under Convertible Notes up to the Blocker as of June 30, 2026
"shares of Common Stock to be issued upon (a) conversions of convertible promissory 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.
Securities Purchase Agreementfinancial
"purchases by the reporting person pursuant to that certain Securities Purchase Agreement"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
beneficial ownership limitationfinancial
"subject to a maximum 9.99% beneficial ownership limitation contained therein"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
reverse stock splitfinancial
"as adjusted for the one-for-twenty-five (1:25) reverse stock split the Company effected"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
beneficially ownfinancial
"may be deemed to beneficially own, and have the power to vote, the shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
What percentage of Profusa (PFSA) common stock does the reporting group own?
The reporting group beneficially owns 9.99% of Profusa’s common stock. This percentage is calculated including shares issuable from convertible notes and the ELOC Agreement, but capped by a 9.99% beneficial ownership limitation.
How many Profusa (PFSA) shares are attributed to the reporting group?
The group has shared power over 58,749 shares of Profusa common stock. These shares include stock underlying convertible promissory notes and potential purchases under the ELOC Agreement, all limited by the 9.99% ownership cap.
What base share count did the Profusa (PFSA) investors use to compute ownership?
Ownership was calculated using 186,411 shares of Profusa common stock outstanding as of May 12, 2026. This figure is adjusted for a 1-for-25 reverse stock split that Profusa effected on July 7, 2026.
What is the 9.99% Blocker mentioned for Profusa (PFSA) investors?
The 9.99% Blocker is a contractual limit in the Convertible Notes and ELOC Agreement. It prevents the reporting group from converting or purchasing shares to a level where their beneficial ownership would exceed 9.99% of Profusa’s outstanding common stock.
How is the Profusa (PFSA) investment structured for the reporting group?
The investment is structured through convertible promissory notes and an ELOC Agreement. These instruments allow issuance or purchase of Profusa shares up to the Blocker, with shared voting and dispositive power over 58,749 underlying shares.
Who are the key entities in the Profusa (PFSA) reporting group?
Key entities include Ascent Partners Fund LLC, Ascent Partners LLC, Dominion Capital LLC, Dominion Capital GP LLC, Eagle Claw Corp., Masada Group Holdings LLC, and individuals Mikhail and Gennadiy Gurevich and Alon Brenner, who collectively manage and control the holdings.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Profusa, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
74319X207
(CUSIP Number)
06/30/2026
(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
CUSIP Number(s):
74319X207
1
Names of Reporting Persons
Ascent Partners Fund LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
58,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
58,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
58,749.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
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 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 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) 186,411 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 (the "SEC") on May 26, 2026 (the "Definitive Proxy Statement") and as adjusted for the one-for-twenty-five (1:25) reverse stock split the Company effected on July 7, 2026 (the "Reverse Stock Split") 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
CUSIP Number(s):
74319X207
1
Names of Reporting Persons
Ascent Partners LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
58,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
58,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
58,749.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
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) 186,411 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and as adjusted for the Reverse Stock Split 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
CUSIP Number(s):
74319X207
1
Names of Reporting Persons
Dominion Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CONNECTICUT
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
58,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
58,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
58,749.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
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) 186,411 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and as adjusted for the Reverse Stock Split 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
CUSIP Number(s):
74319X207
1
Names of Reporting Persons
Dominion Capital GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
58,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
58,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
58,749.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
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) 186,411 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and as adjusted for the Reverse Stock Split 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
CUSIP Number(s):
74319X207
1
Names of Reporting Persons
Eagle Claw Corp.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
58,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
58,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
58,749.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
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) 186,411 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and as adjusted for the Reverse Stock Split 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
CUSIP Number(s):
74319X207
1
Names of Reporting Persons
Masada Group Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
FLORIDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
58,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
58,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
58,749.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
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) 186,411 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and as adjusted for the Reverse Stock Split 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
CUSIP Number(s):
74319X207
1
Names of Reporting Persons
Mikhail Gurevich
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
58,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
58,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
58,749.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
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) 186,411 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and as adjusted for the Reverse Stock Split 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
CUSIP Number(s):
74319X207
1
Names of Reporting Persons
Gennadiy Gurevich
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
58,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
58,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
58,749.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
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) 186,411 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and as adjusted for the Reverse Stock Split 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
CUSIP Number(s):
74319X207
1
Names of Reporting Persons
Alon Brenner
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
58,749.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
58,749.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
58,749.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
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) 186,411 shares of Common Stock outstanding as of May 12, 2026, as reported by the issuer in its Definitive Proxy Statement and as adjusted for the Reverse Stock Split 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
Item 1.
(a)
Name of issuer:
Profusa, Inc.
(b)
Address of issuer's principal executive offices:
626 Bancroft Way, Suite A, Berkeley, CA 94710
Item 2.
(a)
Name of person filing:
(i) Ascent Partners Fund LLC, a Delaware limited liability company ("Ascent");
(ii) Ascent Partners LLC, a Delaware limited liability company ("AP");
(iii) Dominion Capital LLC, a Connecticut limited liability company ("Dominion");
(iv) Dominion Capital GP LLC, a Delaware limited liability company ("Dominion GP");
(v) Eagle Claw Corp., a Delaware corporation ("Eagle Claw");
(vi) Masada Group Holdings LLC, a Florida limited liability company ("Masada");
(vii) Mikhail Gurevich;
(viii) Gennadiy Gurevich; and
(ix) Alon Brenner.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to Amendment 3 to this Schedule 13G filed with the SEC on June 5, 2026, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
19505 Biscayne Blvd., Suite 2350, Aventura, FL 33180
(c)
Citizenship:
Each of Ascent, AP, and Dominion GP is a Delaware limited liability company. Eagle Claw Corp. is a Delaware corporation. Dominion is a Connecticut limited liability company. Masada is a Florida limited liability company. Each of Mikhail Gurevich, Gennadiy Gurevich, and Alon Brenner is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
74319X207
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this item with respect to each reporting person is set forth on rows (5) through (9) and (11) of the cover page to this Schedule 13G and is incorporated herein by reference for each such reporting person.
The ownership percentages reported are based on (i) 186,411 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 and as adjusted for the one-for-twenty-five (1:25) reverse stock split the Company effected on July 7, 2026 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, each subject to a provision contained therein limiting beneficial ownership to an aggregate maximum of 9.99% (the "Blocker").
Due to the Blocker, Ascent is currently prohibited from fully converting the Convertible Notes into shares of Common Stock or purchasing all of the shares purchasable pursuant to the ELOC Agreement. The percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (5) through (9) of the cover page for each reporting person give effect to the Blocker in the Convertible Note. Consequently, as of June 30, 2026, each of the reporting persons are not deemed to be beneficial owners of the full amount of shares of Common Stock issuable upon conversion of the First Convertible Note or purchasable pursuant to the ELOC Agreement.
As of June 30, 2026, Ascent did not directly hold any shares. In addition, as of June 30, 2026, (i) there are 58,749 shares of Common Stock underlying the Convertible Notes, with such amount being the maximum issuable up to the Blocker. The shares held directly by Ascent and the remaining shares issuable (up to the Blocker) pursuant to the Convertible Notes are collectively referred to herein as the "Shares".
Gennadiy Gurevich is the President of Eagle Claw. Mikhail Gurevich is the Chief Investment Officer of Eagle Claw. In these capacities, each of Mikhail Gurevich and Gennadiy Gurevich manages Eagle Claw, Dominion GP, Dominion Capital, AP and Ascent. Eagle Claw manages Dominion GP, Dominion Capital, AP and Ascent. Dominion GP manages Dominion Capital, AP and Ascent. Dominion Capital manages AP and Ascent. Alon Brenner manages Masada, AP and Ascent. Masada manages AP and Ascent. AP manages Ascent.
Ascent has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it. Each of Mikhail Gurevich, Gennadiy Gurevich, Eagle Claw, Dominion GP, Dominion, Alon Brenner, Masada and AP may be deemed to beneficially own, and have the power to vote, the shares of Common Stock beneficially owned by Ascent and the other companies they are listed above as managing.
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
58,749
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
58,749
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 hereto.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Ascent Partners Fund LLC
Signature:
/s/ Ascent Partners Fund LLC
Name/Title:
Mikhail Gurevich, signatory for Managing Member of Managing Member
Date:
08/04/2026
Ascent Partners LLC
Signature:
/s/ Ascent Partners LLC
Name/Title:
Mikhail Gurevich, signatory for Managing Member
Date:
08/04/2026
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:
08/04/2026
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:
08/04/2026
Eagle Claw Corp.
Signature:
/s/ Eagle Claw Corp.
Name/Title:
Gennadiy Gurevich, President
Date:
08/04/2026
Masada Group Holdings LLC
Signature:
/s/ Masada Group Holdings LLC
Name/Title:
Alon Brenner, Managing Member
Date:
08/04/2026
Mikhail Gurevich
Signature:
/s/ Mikhail Gurevich
Name/Title:
Mikhail Gurevich
Date:
08/04/2026
Gennadiy Gurevich
Signature:
/s/ Gennadiy Gurevich
Name/Title:
Gennadiy Gurevich
Date:
08/04/2026
Alon Brenner
Signature:
/s/ Alon Brenner
Name/Title:
Alon Brenner
Date:
08/04/2026
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)
