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. is asking stockholders to approve several major proposals at its June 23, 2026 virtual annual meeting. The board seeks to elect Lauren Chung to a three-year term and obtain broad authority to execute one or more reverse stock splits in a 1‑for‑5 to 1‑for‑200 range through June 23, 2028 to help regain Nasdaq bid‑price compliance.
Stockholders are also being asked to approve issuing $30,000,000 of non‑voting convertible preferred stock to Bio Insights LLC for PanOmics Assay assets, which will convert into common shares and carry a 3% royalty on related revenue and a board nomination right. Another proposal would allow conversion of a $1,869,796 promissory note into common stock above the 19.99% Nasdaq threshold, and an equity plan amendment would raise the 2025 plan reserve from 100,386 to 795,930 shares (15% of 4,510,268 shares outstanding after the reverse split). An adjournment proposal would let the company delay the meeting to gather more proxies if needed.
Profusa, Inc. has amended its asset purchase agreement with Bio Insights LLC for the PanOmics Assay platform. The original $30,000,000 purchase price, payable in Series A Convertible Preferred Stock, remains unchanged.
The amendment removes Section 4.6, which had required issuing management an aggregate of 12% of fully diluted common shares immediately after closing and any related equity financing for the CEO and CFO. All references to these management shares are deleted, and a related approval reference in Section 3.3(c) is conformed. All other agreement terms stay in effect.
Profusa, Inc. filed a prospectus supplement updating a resale registration that covers 179,272,293 shares of Common Stock for resale by identified selling stockholders. The resale pool includes up to 150,568,827 shares from Ascent under an equity line purchase agreement and additional shares issuable on conversion or exercise from Ascent and the Sponsor. The company will not receive proceeds from resale transactions by the selling stockholders; separately, the company may elect to sell Purchase Shares to Ascent under the ELOC Purchase Agreement for up to $100,000,000 in aggregate gross proceeds. The supplement incorporates three recent Form 8-Ks that describe Nasdaq correspondence granting an exception to continue listing subject to interim milestones, the company’s transfer to The Nasdaq Capital Market effective May 15, 2026, and an Advance Notice requesting Ascent purchase mechanics under the equity line, including a 97% VWAP funding mechanism and a True-Up Mechanism.
Profusa, Inc. submitted an Advance Notice to Ascent Partners Fund LLC to sell common stock under their existing equity line of credit. For May 2026 advances with payment on share delivery, each Advance Notice may cover up to 9.99% of shares outstanding, capped at $300,000 per advance.
Ascent will fund purchases upon share delivery, paying 97% of the lowest 10-day volume-weighted average price before the Advance Notice, multiplied by the shares requested. A True-Up Mechanism applies: if 97% of the lowest VWAP during the Adjustment Period is below the closing price, Profusa will issue additional shares so Ascent receives the number it would have received at the adjusted price.
Profusa, Inc. reported a net loss of $3.5 million for the three months ended March 31 2026, compared with $2.7 million a year earlier, as research and development and legal and accounting costs increased. Cash fell to $0.4 million from $1.8 million at year‑end, while total liabilities were $29.1 million against total assets of $0.9 million, leaving a stockholders’ deficit of $28.2 million. The company recorded a $1.4 million gain from forgiveness of its remaining PPP loan but also realized a $0.3 million loss exiting its Bitcoin treasury strategy. Management disclosed a working capital deficit of about $28.4 million and concluded that substantial doubt exists about its ability to continue as a going concern, relying on an equity line of credit, PIPE notes and future financings to fund operations while pursuing regulatory approvals and commercialization of its Lumee Oxygen and Lumee Glucose platforms and navigating Nasdaq listing compliance.
Profusa, Inc. reports that Nasdaq has confirmed its application to transfer its common stock listing to The Nasdaq Capital Market, with the transfer effective at the open of trading on May 15, 2026. This step satisfies a key requirement of a May 6, 2026 Nasdaq Hearings Panel decision granting the company an exception to continue listing.
The exception is conditional on Profusa meeting interim milestones tied to Nasdaq Listing Rule 5550(a)(2) on minimum bid price and Listing Rule 5550(b)(2) on stockholders’ equity, in lieu of the market value standard under Rule 5550(b)(1). Profusa is evaluating these conditions and plans actions such as potential reverse stock splits or financings to regain full compliance, but warns there is no assurance it will succeed or that its stock will remain listed on The Nasdaq Capital Market.
Profusa, Inc. is asking shareholders to approve seven proposals at its virtual annual meeting on including the Reverse Stock Split Proposal (board authority to combine common shares at a ratio between 1-for-10 and 1-for-200 any time prior to June 4, 2028), the Preferred Stock Issuance Proposal to issue newly created convertible preferred stock as consideration for an asset purchase with Bio Insights LLC for $30,000,000, and a Management Shares Proposal to issue 12% of fully diluted post-transaction common stock to management for retention.
Also on the agenda are approval to permit conversion issuance tied to an amended promissory note with NorthView Sponsor I LLC (outstanding principal confirmed at $1,869,796 with a conversion Floor Price of $0.35 per share), an Equity Plan Amendment increasing the 2025 Plan share reserve to 778,283 shares (an increase of 677,897 shares, representing 15% of outstanding common stock based on 4,410,268 shares), the election of Lauren Chung, and an adjournment proposal. The Board recommends a vote FOR all proposals.
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.