Profusa Amends Note Terms, Registers 222M Shares for Ascent Resale

Ticker: NVACW · Form: S-1/A · Filed: Sep 17, 2025 · CIK: 1859807

Profusa, INC. S-1/A Filing Summary
FieldDetail
CompanyProfusa, INC. (NVACW)
Form TypeS-1/A
Filed DateSep 17, 2025
Risk Levelhigh
Pages16
Reading Time19 min
Key Dollar Amounts$22,222,222, $10, $10,000,000, $2,222,222, $2,000,000
Sentimentbearish

Sentiment: bearish

Topics: S-1/A Filing, Convertible Notes, Dilution Risk, PIPE Financing, Biotechnology, Medical Devices, Nasdaq Listing

Related Tickers: NVACW, PFSA

TL;DR

**Profusa's S-1/A reveals significant potential dilution from Ascent's convertible notes, signaling a high-risk, high-reward bet on their biointegrated sensor technology.**

AI Summary

Profusa, Inc. (formerly NorthView Acquisition Corporation) filed an S-1/A on September 16, 2025, primarily for the resale of up to 222,222,222 shares of common stock by Ascent Partners Fund LLC. These shares are issuable upon conversion of convertible promissory notes with an aggregate principal value of $22,222,222. The company completed a business combination on July 11, 2025, merging with Profusa, Inc., a California corporation. Profusa is developing biointegrated sensors, with its Lumee Oxygen Platform already offered in the EU for tissue oxygen monitoring and the Lumee Glucose Platform in R&D for continuous glucose monitoring. The PIPE Subscription Agreement, dated February 11, 2025, outlines up to $22,222,222 in senior secured convertible notes for an aggregate purchase price of up to $20,000,000, reflecting a 10% original issue discount. The Initial Note of $10,000,000 principal amount was issued for $9,000,000 on July 11, 2025, maturing on January 11, 2027, with a 10% annual interest rate and a 24% default rate. An August 25, 2025 amendment restructured the notes into four tranches, with the Second Tranche for $2,222,222 principal amount and Third Tranche for $5,555,556 principal amount contingent on specific conditions including Nasdaq listing compliance and stockholder approval. The conversion price for the notes is the lower of $10 or 95% of the lowest 10-day VWAP, with a floor price of 20% of the closing sale price on August 22, 2025.

Why It Matters

This S-1/A filing is crucial for investors as it details the potential dilution from Ascent Partners Fund LLC converting up to $22,222,222 in convertible notes into 222,222,222 shares, significantly impacting existing shareholder value. The complex, multi-tranche financing structure, including a 10% OID and a 24% default interest rate, suggests Profusa is securing capital under terms favorable to the lender, potentially indicating financial strain or high perceived risk. For employees, the successful conversion and funding could provide stability for R&D into the Lumee Glucose Platform, while customers might see accelerated product development. The competitive landscape for continuous glucose monitors is intense, and Profusa's ability to secure and deploy this capital will be key to challenging established players.

Risk Assessment

Risk Level: high — The risk level is high due to the potential for substantial dilution from the resale of up to 222,222,222 shares by Ascent Partners Fund LLC, representing a significant portion of the company's common stock. The convertible notes carry a 10% original issue discount and a punitive 24% default interest rate, indicating a high-risk financing arrangement. Furthermore, the conversion price is subject to down-round and most-favored nation protections, which could lead to further dilution if the stock price declines below the $0.41 per share reported on August 28, 2025.

Analyst Insight

Investors should carefully evaluate the potential for significant dilution from the 222,222,222 shares being registered for resale by Ascent Partners Fund LLC. Monitor the company's progress in meeting the conditions for the Second, Third, and Fourth Tranche closings, as these will trigger additional note issuances and potential conversions. Given the high default interest rate of 24% and the down-round protections, investors should consider the implications for future equity value and the company's ability to manage its debt obligations.

Financial Highlights

debt To Equity
N/A
revenue
$0
operating Margin
N/A
total Assets
$0
total Debt
$22,222,222
net Income
$0
eps
$0
gross Margin
N/A
cash Position
$0
revenue Growth
+0.0%

Executive Compensation

NameTitleTotal Compensation
Not DisclosedNot Disclosed$0

Key Numbers

Key Players & Entities

FAQ

What is the purpose of Profusa, Inc.'s S-1/A filing?

Profusa, Inc.'s S-1/A filing is primarily to register for resale up to 222,222,222 shares of common stock by Ascent Partners Fund LLC, which are issuable upon the conversion of certain convertible promissory notes with an aggregate principal value of $22,222,222.

Who is Ascent Partners Fund LLC and what is their role with Profusa?

Ascent Partners Fund LLC is the 'Selling Stockholder' and a 'PIPE Investor' in Profusa, Inc. They hold convertible promissory notes with a principal value of up to $22,222,222, which can be converted into Profusa common stock and subsequently resold.

What are the key terms of the convertible notes issued by Profusa to Ascent?

The convertible notes have an aggregate principal value of up to $22,222,222, were purchased with a 10% original issue discount, accrue interest at 10% per annum, and have a maturity date of January 11, 2027. Upon an event of default, the interest rate increases to 24% per annum.

How has the conversion price for Profusa's notes been amended?

The conversion price for Profusa's notes was amended on August 25, 2025, to be the lower of (i) the original Conversion Price or (ii) 95% of the lowest daily VWAP during the 10 trading days preceding conversion, with a floor price of 20% of the closing sale price on August 22, 2025.

What is the 'Beneficial Ownership Limitation' for Ascent Partners Fund LLC?

The Beneficial Ownership Limitation restricts Ascent Partners Fund LLC from converting notes if it would result in them owning in excess of 4.99% of Profusa's outstanding common stock, though this was increased to 9.99% on August 1, 2025, with a waiver of the 60-day notice period.

What are Profusa's primary product development focuses?

Profusa's primary product development focuses are the Lumee Oxygen Platform, designed for monitoring tissue oxygen levels in applications like peripheral artery disease and chronic wounds, and the Lumee Glucose Platform, a system for continuous and long-term glucose monitoring in interstitial fluid.

Will Profusa, Inc. receive any proceeds from the sale of shares by Ascent?

No, Profusa, Inc. will not receive any proceeds from the sale of its common stock by the Selling Stockholder, Ascent Partners Fund LLC, as this prospectus relates solely to the resale of shares already issued or issuable to Ascent.

What are the conditions for the subsequent tranches of Profusa's convertible notes?

The Second Tranche requires a registration statement covering conversion shares and no Nasdaq listing deficiency. The Third Tranche requires full conversion/repayment of the First Tranche, registration statement effectiveness, no Nasdaq deficiency, and stockholder approval. The Fourth Tranche requires full repayment of First and Second Tranches, 50% repayment/conversion of Third Tranche, registration statement effectiveness, and no Nasdaq deficiency.

What is the significance of Profusa being a 'smaller reporting company'?

As a 'smaller reporting company,' Profusa, Inc. is permitted to comply with certain reduced public company reporting requirements, which can result in less detailed disclosures compared to larger companies.

What was Profusa, Inc.'s stock price on August 28, 2025?

On August 28, 2025, the last sale price for Profusa, Inc.'s common stock as reported on the Nasdaq Global Market was $0.41 per share.

Risk Factors

Industry Context

Profusa operates in the rapidly evolving wearable health technology and medical device sector. This market is characterized by significant innovation, particularly in areas like continuous monitoring for chronic conditions such as diabetes. Key trends include the integration of AI for data analysis, miniaturization of sensors, and a growing demand for remote patient monitoring solutions driven by an aging population and increased healthcare costs.

Regulatory Implications

Profusa's products, especially those intended for medical diagnosis or monitoring like the Lumee Glucose Platform, will face stringent regulatory scrutiny from bodies such as the FDA in the US and equivalent agencies internationally. Obtaining and maintaining regulatory approvals is a critical and often lengthy process that directly impacts market access and commercialization timelines.

What Investors Should Do

  1. Monitor conversion of convertible notes
  2. Track regulatory progress for Lumee Glucose Platform
  3. Assess competitive landscape and market adoption
  4. Evaluate cash burn and future financing needs

Key Dates

Glossary

S-1/A
An amended registration statement filed with the SEC, typically used when a company is going public or has previously filed an S-1 and needs to make changes before its effective date. (This filing indicates Profusa is seeking to register shares for resale by a significant noteholder, Ascent Partners Fund LLC.)
Convertible Promissory Notes
Debt instruments that can be converted into equity (common stock) under certain conditions, such as a specified conversion price or maturity date. (These notes represent a significant portion of Profusa's current financing and will convert into a large number of shares, impacting dilution.)
Original Issue Discount (OID)
The difference between the face value of a debt instrument and the lower price at which it is issued. It represents additional interest paid to the investor. (The 10% OID on the notes means Profusa received less cash than the principal amount, increasing the effective cost of debt.)
VWAP
Volume Weighted Average Price, a trading benchmark used to measure the average price of a security over a specified period, weighted by trading volume. (The conversion price of the notes is partially based on VWAP, linking the equity conversion to market trading activity.)
Business Combination
The merger or acquisition of two or more companies. In this case, NorthView Acquisition Corporation merged with Profusa, Inc. (This transaction transformed NorthView into Profusa, Inc., the operating entity focused on biointegrated sensors.)
Biointegrated Sensors
Medical devices designed to interface with biological systems, often for continuous monitoring of physiological parameters. (This is Profusa's core technology area, with platforms for oxygen and glucose monitoring.)

Year-Over-Year Comparison

This S-1/A filing represents a significant transition from the prior state as NorthView Acquisition Corporation, a SPAC. The previous filings would have focused on the SPAC's capital structure and search for a target. This filing is centered on the post-business combination entity, Profusa, Inc., detailing its operational business, the financial instruments (convertible notes) used for funding, and the registration of shares for resale by a major noteholder. Key metrics like revenue, profitability, and operational performance are now tied to Profusa's biointegrated sensor technology, which was not the focus of prior SPAC filings.

Filing Stats: 4,683 words · 19 min read · ~16 pages · Grade level 17.2 · Accepted 2025-09-16 21:29:03

Key Financial Figures

Filing Documents

RISK FACTORS

RISK FACTORS 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 68

USE OF PROCEEDS

USE OF PROCEEDS 69 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 70 DIVIDEND POLICY 85 MARKET INFORMATION 86

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 87

BUSINESS

BUSINESS 100 MANAGEMENT 127

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 132

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 134 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 136 SELLING STOCKHOLDER 140 PLAN OF DISTRIBUTION 142

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 144 LEGAL MATTERS 148 EXPERTS 148 WHERE YOU CAN FIND MORE INFORMATION 148 INDEX TO FINANCIAL INFORMATION F-1 You should rely only on the information contained in this prospectus or any amendment or supplement to this prospectus. This prospectus is an offer to sell only the securities offered hereby, but only under the circumstances and in jurisdictions where it is lawful to do so. Neither we nor the Selling Stockholder have authorized anyone to provide you with information different from that contained in this prospectus or any amendment or supplement to this prospectus. Neither we nor the Selling Stockholder take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information in this prospectus or any amendment or supplement to this prospectus. The information in this prospectus or any amendment or supplement to this prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus or any amendment or supplement to this prospectus, as applicable, or any sale of the securities offered by this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. For Investors Outside the United States: The Selling Stockholder is offering to sell, and seeking offers to buy, the securities offered by this prospectus only in jurisdictions where offers and sales are permitted. Neither we nor the Selling Stockholder have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities offered by this prospectus and the distribution of this prospectus outside the United States. i Table of C

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