Profusa Seeks Shareholder Nod for Convertible Notes, Doubling Authorized Shares

TL;DR

**Profusa is diluting shareholders to fund operations and expand its share pool; vote FOR if you believe in their long-term vision, otherwise, prepare for impact.**

AI Summary

Profusa, Inc. (NVACW) is holding a special meeting on October 7, 2025, to seek stockholder approval for two critical proposals. The first is to approve the potential issuance of common stock exceeding 19.99% of its outstanding shares upon the conversion of senior secured convertible notes, as required by Nasdaq Listing Rule 5635(d). This relates to a Securities Purchase Agreement executed on February 11, 2025, with Ascent Partners Fund LLC for up to $22,222,222 in PIPE Convertible Notes, purchased at a 10% original issue discount for up to $20,000,000. An Initial Note of $10,000,000 principal amount was issued for $9,000,000, convertible at the lower of $10 or 95% of the 10-day VWAP, with a 10% annual interest rate and a 24% default rate. The second proposal seeks to increase the authorized number of common shares from 300,000,000 to 600,000,000. Both proposals are recommended by the Board of Directors as advisable and in the best interests of the Company and its stockholders.

Why It Matters

This DEF 14A filing is crucial for Profusa, Inc. as it outlines a significant capital raise through convertible notes and a substantial increase in authorized shares, which could lead to considerable dilution for existing investors. The approval of the Convertible Notes Proposal, specifically the issuance exceeding 19.99% of outstanding shares, is vital for Profusa to comply with Nasdaq listing rules and secure necessary funding from Ascent Partners Fund LLC. Doubling authorized shares to 600,000,000 provides Profusa with future flexibility for financing, M&A, or equity compensation, but also signals potential for further dilution. Competitors in the medical device or biotech space often use similar financing strategies, making this a standard yet impactful move for a growth-oriented company.

Risk Assessment

Risk Level: high — The risk level is high due to the potential for significant shareholder dilution. The Convertible Notes Proposal allows for the issuance of common stock in excess of 19.99% of current outstanding shares (40,859,307 shares as of September 22, 2025) upon conversion of the senior secured convertible notes, which could substantially reduce the value of existing holdings. Additionally, the proposal to increase authorized shares from 300,000,000 to 600,000,000, while providing flexibility, opens the door for further dilution without immediate shareholder approval.

Analyst Insight

Investors should carefully consider the long-term growth prospects of Profusa, Inc. against the immediate dilution risk. Vote FOR if you believe the capital infusion from the $20,000,000 PIPE Convertible Notes and the increased share authorization are essential for the company's strategic initiatives and future value creation. If you are concerned about dilution, consider the implications of voting AGAINST, which could jeopardize the financing and the company's ability to operate.

Key Numbers

• $22,222,222 — Aggregate principal amount of PIPE Convertible Notes (Maximum potential debt financing from PIPE Investors)
• $20,000,000 — Aggregate purchase price of PIPE Convertible Notes (Cash received by Profusa, reflecting a 10% OID)
• $10,000,000 — Principal amount of Initial Note (First tranche of convertible notes issued to Ascent Partners Fund LLC)
• $9,000,000 — Purchase price of Initial Note (Cash received for the Initial Note, reflecting a 10% OID)
• 19.99% — Threshold for common stock issuance requiring Nasdaq approval (Percentage of outstanding shares that, if exceeded, triggers Nasdaq Listing Rule 5635(d))
• 300,000,000 — Current authorized shares of common stock (The baseline number of shares before the proposed increase)
• 600,000,000 — Proposed authorized shares of common stock (The new maximum number of shares if Proposal 2 is approved)
• 40,859,307 — Shares of common stock outstanding (As of the record date, September 22, 2025, for voting eligibility)
• 10% — Annual interest rate on Initial Note (Standard interest rate for the senior secured convertible notes)
• 24% — Default interest rate on Initial Note (Increased interest rate upon an event of default)

Key Players & Entities

• Profusa, Inc. (company) — Registrant and issuer of shares
• NVACW (company) — Ticker symbol for Profusa, Inc.
• Ascent Partners Fund LLC (company) — PIPE Investor in senior secured convertible notes
• Ben C. Hwang, Ph.D. (person) — Chairman of the Board of Profusa, Inc.
• The Nasdaq Stock Market LLC Listing Rule 5635(d) (regulator) — Rule requiring shareholder approval for certain issuances
• Securities and Exchange Commission (regulator) — Regulator for DEF 14A filings
• Broadridge Financial Solutions (company) — Proxy card provider for registered shareholders
• Continental Stock Transfer & Trust Company (company) — Transfer agent for Profusa, Inc.
• NorthView Acquisition Corp. (company) — Former name of Profusa, Inc.
• 626 Bancroft Way, Suite A, Berkeley, CA 94710 (company) — Principal executive offices of Profusa, Inc.

FAQ

Risk Factors

• Nasdaq Share Issuance Threshold [high — regulatory]: Profusa needs stockholder approval to issue shares exceeding 19.99% of its outstanding stock due to the potential conversion of senior secured convertible notes. Failure to obtain approval could impact the company's ability to raise capital and maintain its Nasdaq listing.
• Convertible Note Dilution [medium — financial]: The company is seeking to issue shares potentially exceeding 19.99% of its outstanding stock upon conversion of convertible notes. This could significantly dilute existing shareholders' ownership percentage and potentially impact the stock price.
• Debt Financing Terms [medium — financial]: Profusa has entered into a Securities Purchase Agreement for up to $22,222,222 in PIPE Convertible Notes with a 10% original issue discount, meaning $20,000,000 in cash received for $22,222,222 in principal. The notes carry a 10% annual interest rate, escalating to 24% upon default, indicating a higher cost of capital and potential financial distress.
• Authorized Share Increase [medium — regulatory]: The company proposes to double its authorized common stock from 300,000,000 to 600,000,000 shares. This requires stockholder approval and could be seen as a precursor to future dilutive equity issuances.

Industry Context

Profusa operates in the biotechnology and medical device sector, which is characterized by high R&D costs, long development cycles, and significant regulatory hurdles. Companies in this space often rely on external financing, including debt and equity, to fund operations and clinical trials. The competitive landscape is dynamic, with innovation being a key differentiator.

Regulatory Implications

The primary regulatory implication stems from Nasdaq Listing Rule 5635(d), which mandates stockholder approval for significant share issuances. Failure to secure this approval could jeopardize Profusa's listing on the Nasdaq exchange. Additionally, the terms of the convertible notes and the potential for future dilution are subject to securities laws and investor protection regulations.

What Investors Should Do

1. Review the terms of the convertible notes and the potential dilution impact before voting.
2. Assess the company's strategic need for increased authorized shares versus the risk of significant shareholder dilution.
3. Vote on Proposals 1 and 2 at the Special Meeting on October 7, 2025, to ensure the company can meet its financing obligations and strategic flexibility.

Key Dates

• 2025-10-07: Special Meeting of Stockholders — Stockholders will vote on critical proposals to approve share issuance exceeding 19.99% and increase authorized shares.
• 2025-02-11: Securities Purchase Agreement Executed — Agreement for up to $22,222,222 in PIPE Convertible Notes with Ascent Partners Fund LLC.
• 2025-09-24: Proxy Materials Made Available — Stockholders receive information regarding the Special Meeting and proposals.
• 2025-09-22: Record Date for Voting Eligibility — Establishes the list of stockholders entitled to vote at the Special Meeting.

Glossary

DEF 14A

A filing required by the SEC for companies holding an annual or special meeting of security holders, containing detailed information about the matters to be voted on. (This document provides the basis for the analysis of Profusa's upcoming stockholder meeting and proposals.)

PIPE Convertible Notes

Private Investment in Public Equity convertible notes, which are debt instruments that can be converted into the issuer's stock. (These notes represent a significant financing component for Profusa and are the primary driver for the proposed share issuance approval.)

Original Issue Discount (OID)

The difference between the face value of a debt instrument and the price at which it is sold, when the price is less than the face value. (Profusa issued notes at a 10% OID, meaning they received less cash than the principal amount of the debt, impacting their effective borrowing cost.)

Nasdaq Listing Rule 5635(d)

A rule requiring stockholder approval for the issuance of securities that equals or exceeds 20% of the outstanding common stock or 20% of the voting power outstanding before the issuance. (This rule necessitates the first proposal at the Special Meeting, as the conversion of the convertible notes could exceed the 19.99% threshold.)

VWAP

Volume Weighted Average Price, a trading benchmark used to gauge the average price a stock has traded at throughout the day, based on both volume and price. (The conversion price of the notes is linked to the VWAP, meaning the number of shares issued upon conversion will fluctuate based on market trading.)

Certificate of Incorporation

The foundational legal document of a corporation, outlining its basic structure, purpose, and powers, including the number of authorized shares. (An amendment to this document is proposed to increase Profusa's authorized share count.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting, not an annual report, and therefore does not provide comparative financial data from a previous year. The focus is on upcoming proposals related to financing and corporate structure, rather than a review of past financial performance.

Key Financial Figures

• $22,222,222 — an aggregate principal amount of up to $22,222,222 (the “PIPE Convertible Notes&#x2
• $20,000,000 — or an aggregate purchase price of up to $20,000,000, reflecting a 10% original issue discou
• $10,000,000 — ertible Note in the principal amount of $10,000,000 (the “Initial Note”) for
• $9,000,000 — l Note”) for a purchase price of $9,000,000, reflecting a 10% OID. The Initi
• $10 — conversion price equal to the lower of $10 or 95% of the lowest daily volume -weig
• $2,222,222 — tes in an aggregate principal amount of $2,222,222 (the “Second Tranche”) fo
• $2,000,000 — ranche”) for a purchase price of $2,000,000, subject to the satisfaction of certain
• $5,555,556 — tes in an aggregate principal amount of $5,555,556 (the “Third Tranche”) for
• $5,000,000 — ranche”) for a purchase price of $5,000,000, subject to the satisfaction of certain
• $4,444,444 — tes in an aggregate principal amount of $4,444,444 (the “Fourth Tranche”) fo
• $4,000,000 — ranche”) for a purchase price of $4,000,000, subject to the satisfaction of certain

Filing Documents

• ea0256692-02.htm (DEF 14A) — 268KB
• tprofusa_logo.jpg (GRAPHIC) — 85KB
• tproxy_001.jpg (GRAPHIC) — 1188KB
• tproxy_002.jpg (GRAPHIC) — 811KB
• 0001213900-25-090286.txt ( ) — 3141KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   10 STOCKHOLDER PROPOSALS   12 HOUSEHOLDING OF SPECIAL MEETING MATERIALS   13 OTHER MATTERS   14 APPENDIX A   A-1 i Table of Contents PROFUSA, INC. 626 Bancroft Way Suite A Berkeley, CA 94710 SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 7 , 2025 PROXY STATEMENT This proxy statement contains information related to the Special Meeting of Stockholders (the “ Special Meeting ”) to be held on October 7, 2025 at 10:00 a.m. Eastern Time, or at such other time and place to which the Special Meeting may be adjourned or postponed. We are planning to hold the Special Meeting virtually via teleconference. The dial -in information for the teleconference can be found at www.cleartrustonline.com / pfsa . The enclosed proxy is solicited by the Board of Directors (the “ Board ”) of Profusa, Inc. (the “ Company ”). The proxy materials relating to the Special Meeting will first be made available to stockholders entitled to vote at the Special Meeting on or about September 24, 2025. A list of record holders of the Company’s common stock entitled to vote at the Special Meeting will be available for examination by any stockholder, for any purpose germane to the Special Meeting, at our principal offices at 626 Bancroft Way, Suite A, Berkeley, California 94710, during normal business hours for ten days prior to the Special Meeting (the “ Stoc kholder List ”) and available during the Special Meeting. Our proxy materials including our Proxy Statement for the Special Meeting are included herewith and are also available on the Internet at www.cleartrustonline.com / pfsa . In this Proxy Statement, the terms the “Company,” “we,” “us,” and “our” refer to Profusa, Inc. The mailing address of our principal execu

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