Welcome to our dedicated page for Profusa SEC filings (Ticker: PFSA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. 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.
Profusa Inc. agreed to acquire substantially all know-how assets behind Bio Insights LLC’s PanOmics Assay, an integrated multi-omics platform for drug discovery and precision medicine, for $30,000,000. The price will be paid in Series A Convertible Preferred Stock, convertible into common shares one year after issuance, with the share count based on the common stock’s closing price before closing.
The new preferred and resulting common shares require stockholder approval under Nasdaq rules and will be subject to a five-year lock-up, with one-fourth released on each anniversary. Bio Insights will also receive a 3% royalty on net revenue from commercialization of the PanOmics Assay and provide 24 months of transition support, while agreeing to five years of non-compete and non-solicitation covenants. Profusa plans to use best efforts to raise an additional $10,000,000 in equity financing around the transaction closing, which must occur by September 30, 2026 or either party may terminate.
Profusa, Inc. entered an additional financing closing with Ascent Partners Fund LLC through a senior secured convertible note and an expanded warrant. Profusa issued a note with $1,111,111.11 principal for a $1,000,000 purchase price, bearing 12% annual interest and maturing on April 20, 2027. The note is convertible at $0.50 per share and secured by substantially all company assets, with interest rising to 24% and principal potentially accelerating upon specified default events. Profusa also issued a warrant to purchase 3,333,333 common shares at $0.50 per share, adjusted from 1,111,111 shares via a side letter that also granted registration rights. A 120-day lock-up limits sales of warrant shares through August 22, 2026, subject to customary exceptions.