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- Up to 150,568,827 Shares of Common Stock By Ascent Partners Fund Llc Pursuant to a Common Stock Purchase Agreement (new) — The ELOC allows Ascent to acquire and resell a very large number of shares over time, creating significant potential dilution and selling pressure.
- Up to 20,027,859 Shares of Our Common Stock By Ascent Issuable Upon Conversion of Certain Convertible Promissory Notes (new) — Convertible notes held by Ascent can convert into a substantial number of shares, diluting existing holders.
- Up to 5,342,274 Shares of Common Stock By Northview Sponsor I, Llc Issuable Upon Conversion of Certain Convertible Promissory Notes (new) — Sponsor-held convertible notes add to the potential dilution from selling stockholders.
- Going Concern (unchanged) — Substantial doubt about ability to continue as a going concern remains unchanged.
- Material Weaknesses (unchanged) — Material weaknesses in internal control over financial reporting remain unchanged.
Profusa resale prospectus registers up to 179.3M shares for selling stockholders; company receives no proceeds
Filed May 4, 2026 · ~1 min read
Key Changes
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This is a secondary offering: up to 179,272,293 shares may be sold by selling stockholders, primarily Ascent Partners Fund LLC. Profusa will not receive any proceeds from these sales.
The Offering verify on EDGAR → -
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Ascent may resell up to 150,568,827 shares under an equity line of credit (ELOC) purchase agreement, potentially issued over up to 36 months at the company's discretion.
The Offering verify on EDGAR → -
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Ascent holds convertible notes with principal of about $7.0 million convertible into up to 20,027,859 shares, and a warrant for 3,333,333 shares, adding to potential dilution.
The Offering verify on EDGAR →
1 more material change behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 2, 2026 · How we verify