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.
Positive
Institutional validation: A sophisticated investor group elected to hold nearly 10 % of PFSA, indicating confidence in the company’s prospects.
Passive filing: Use of Schedule 13G suggests no immediate activist pressure on management.
Negative
Dilution overhang: Remaining convertible note principal could add shares beyond the 9.99 % blocker, expanding the float.
Disclosure inconsistency: Item 4 lists 99.99 % ownership, conflicting with the 9.99 % figure elsewhere and requiring clarification.
Insights
TL;DR: 9.99 % passive stake signals confidence but flags dilution risk from convertible note.
The Ascent-Dominion group’s capped ownership introduces a sophisticated investor that may support Profusa’s capital needs. A passive 13G reduces governance overhang versus a 13D activist filing, yet the sizeable convertible note—already partly converted—could expand the float if the blocker is removed. Investors should watch for amendment filings that raise ownership or shift to a 13D, which would imply a strategic agenda.
TL;DR: Joint filers avoid control intent, keeping governance stable for now.
Because voting/dispositive power is shared and limited to under 10 %, the group sidesteps short-swing profit rules and additional filing burdens. Management retains control leverage, but any future ownership increase past the 10 % line would trigger heightened disclosure and potential board negotiation. The typo showing 99.99 % in Item 4 warrants clarification but is unlikely material.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Profusa, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
74319X108
(CUSIP Number)
07/11/2025
(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)
SCHEDULE 13G
CUSIP No.
74319X108
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
3,359,068.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,359,068.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00
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 the conversion, up to the Blocker (as defined in this footnote) amount, of a convertible promissory note (the "Convertible Note") directly and indirectly held by the reporting person, which Convertible Note is subject to a maximum 9.99% beneficial ownership limitation provision contained therein (the "Blocker").
In Row (11) the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 18, 2025 (the "Form 8-K"), and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly and indirectly held by the reporting person.
SCHEDULE 13G
CUSIP No.
74319X108
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
3,359,068.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,359,068.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00
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 the conversion, up to the Blocker amount, of the Convertible Note directly held by the reporting person, which Convertible Note is subject to the Blocker.
In Row (11) the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly held by the reporting person.
SCHEDULE 13G
CUSIP No.
74319X108
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
3,359,068.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,359,068.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00
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 the conversion, up to the Blocker amount, of the Convertible Note directly and indirectly held by the reporting person, which Convertible Note is subject to the Blocker.
In Row (11) the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly and indirectly held by the reporting person.
SCHEDULE 13G
CUSIP No.
74319X108
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
3,359,068.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,359,068.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00
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 the conversion, up to the Blocker amount, of the Convertible Note directly and indirectly held by the reporting person, which Convertible Note is subject to the Blocker.
In Row (11) the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly and indirectly held by the reporting person.
SCHEDULE 13G
CUSIP No.
74319X108
1
Names of Reporting Persons
Dominion Capital 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,359,068.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,359,068.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00
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 the conversion, up to the Blocker amount, of the Convertible Note directly and indirectly held by the reporting person, which Convertible Note is subject to the Blocker.
In Row (11) the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly and indirectly held by the reporting person.
SCHEDULE 13G
CUSIP No.
74319X108
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
3,359,068.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,359,068.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00
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 the conversion, up to the Blocker amount, of the Convertible Note directly held by the reporting person, which Convertible Note is subject to the Blocker.
In Row (11) the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly held by the reporting person.
SCHEDULE 13G
CUSIP No.
74319X108
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
3,359,068.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,359,068.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00
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 the conversion, up to the Blocker amount, of the Convertible Note directly and indirectly held by the reporting person, which Convertible Note is subject to the Blocker.
In Row (11) the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly and indirectly held by the reporting person.
SCHEDULE 13G
CUSIP No.
74319X108
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
3,359,068.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,359,068.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00
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 the conversion, up to the Blocker amount, of the Convertible Note directly and indirectly held by the reporting person, which Convertible Note is subject to the Blocker.
In Row (11), the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly held by the reporting person.
SCHEDULE 13G
CUSIP No.
74319X108
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
3,359,068.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,359,068.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00
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 the conversion, up to the Blocker amount, of the Convertible Note directly and indirectly held by the reporting person, which Convertible Note is subject to the Blocker.
In Row (11), the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly held by the reporting person.
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) Dominion Capital Holdings LLC, a Delaware limited liability company ("Dominion Holdings");
(vi) Masada Group Holdings LLC, a Florida limited liability company ("Masada");
(vii) Mikhail Gurevich;
(viii) Gennadiy Gurevich; and
(ix) Alon Brenner.
(b)
Address or principal business office or, if none, residence:
19505 Biscayne Blvd., Suite 2350, Aventura, FL 33180
(c)
Citizenship:
Ascent is a Delaware limited liability company. Dominion is a Connecticut limited liability company. Each of Dominion GP, Dominion Holdings, and AP is a Delaware 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.:
74319X108
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:
3,359,068.00
(b)
Percent of class:
99.99 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
3,359,068.00
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
3,359,068.00
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
Not Applicable
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:
07/24/2025
Ascent Partners LLC
Signature:
/s/ Ascent Partners LLC
Name/Title:
Mikhail Gurevich, signatory for managing member
Date:
07/24/2025
Dominion Capital LLC
Signature:
/s/ Dominion Capital LLC
Name/Title:
Mikhail Gurevich, Managing Member of Dominion Capital Holdings LLC, Manager of Dominion Capital GP LLC, Manager of Dominion Capital LLC
Date:
07/24/2025
Dominion Capital GP LLC
Signature:
/s/ Dominion Capital GP LLC
Name/Title:
Mikhail Gurevich, Managing Member of Dominion Capital Holdings LLC, Manager of Dominion Capital GP LLC
