SCHEDULE: Ascent Partners and Eagle Claw Disclose 9.99% Stake in Profusa

A group of investors led by Ascent Partners and Eagle Claw Corp. has reported a 9.99% beneficial ownership stake in Profusa, Inc. following an internal management reorganization.

Summary

• Reporting persons collectively hold 590,400 shares of Profusa, Inc. common stock.
• The stake represents 9.99% of the company, based on 4,660,268 shares outstanding as of May 12, 2026.
• Ownership includes 35,642 shares held directly and 554,758 shares issuable through convertible notes and an Equity Line of Credit (ELOC).
• A 'Blocker Amount' provision prevents the group from exceeding a 9.99% beneficial ownership threshold.
• An internal reorganization effective June 1, 2026, shifted management control of the investing entities from Dominion Capital Holdings LLC to Eagle Claw Corp.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as neutral. While it confirms ongoing financial backing, the heavy reliance on convertible instruments and ELOCs signals potential for continuous dilution.

Positives

• The company has access to capital through an existing Securities Purchase Agreement (ELOC) dated July 28, 2025.
• The reporting group maintains a significant investment position, indicating continued interest in the company's performance.
• The 9.99% ownership cap prevents a single group from exerting excessive control without further regulatory triggers.

Negatives

• Significant potential dilution exists for current shareholders, as 554,758 shares are tied to convertible notes and the ELOC.
• The company relies on convertible debt and equity lines for financing, which can put downward pressure on the share price upon conversion.
• The reporting group's ownership is capped specifically to avoid certain regulatory classifications, which may limit their future financial support.

Risks

• Dilution risk from the conversion of promissory notes effective from late 2023 through April 2026.
• Market pressure risk if the issuer exercises its option to require the reporting person to purchase stock under the ELOC Agreement.
• The company's small share float (4.66 million shares) makes it susceptible to high volatility from the reporting group's transactions.

Future Outlook

The reporting persons intend to hold their stake for investment purposes. Future activity will likely involve the partial conversion of notes or draws on the ELOC, though these will be constrained by the 9.99% beneficial ownership blocker.

Management Comments

• The securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.
• Dominion Capital Holdings LLC ceased to have voting or dispositive power over any of the issuer's securities following the internal reorganization.

Industry Context

StockSavvy.ai notes that micro-cap companies frequently utilize Equity Lines of Credit (ELOCs) and convertible debt to maintain liquidity when traditional bank financing is unavailable. This structure often results in incremental dilution that can weigh on share price performance compared to larger industry peers with more stable cash flows.

Comparison to Industry Standards

• The 9.99% blocker is a standard legal mechanism used by institutional investors to avoid 'insider' status under Section 16 of the Securities Exchange Act.
• The use of an ELOC is comparable to financing strategies used by other clinical-stage or early-commercial medical technology companies.
• The reporting group's structure of multiple LLCs under a single management umbrella is a common private equity and hedge fund configuration.

Corporate Governance

Related Party Transactions

• The reporting group holds convertible notes and an ELOC agreement with the issuer, representing a significant financing relationship.

Stakeholder Impact

• Shareholders face potential dilution of approximately 11.9% of the current outstanding shares if the notes and ELOC are fully utilized up to the blocker.
• The company maintains a source of liquidity through the ELOC to fund operations.
• The reporting group gains significant influence as a nearly 10% stakeholder.

Next Steps

• Monitoring of further conversions of the remaining promissory note balances.
• Potential issuer exercise of the ELOC option to raise additional operating capital.
• Future Schedule 13G amendments if the group's ownership drops below 5% or if the blocker is adjusted.

Key Dates

Recommendation

The filing indicates a stable but dilutive financing environment. Investors should hold while monitoring the rate at which the company draws on the ELOC and converts debt, as these actions will directly impact the stock's supply and demand balance.

Keywords

Profusa Inc, Ascent Partners, Eagle Claw Corp, Schedule 13G, Convertible Notes, ELOC, Beneficial Ownership, Dilution, Mikhail Gurevich