SCHEDULE: Ascent Partners Fund LLC Reports 9.99% Stake in Profusa, Inc.

Ascent Partners Fund LLC and affiliated entities report beneficial ownership of 9.99% of Profusa, Inc. common stock as of September 30, 2026, primarily through convertible notes, warrants, and a securities purchase agreement.

Summary

• Ascent Partners Fund LLC and several affiliated entities (collectively, the "Reporting Persons") have filed a Schedule 13G, reporting beneficial ownership of 316,600 shares of Profusa, Inc. common stock, representing 9.99% of the class.
• This ownership stake is subject to a "Blocker Amount" limitation of 9.99% in the underlying agreements, including convertible notes, a warrant, and an ELOC Agreement.
• The reporting persons are currently limited from fully converting notes, exercising warrants, or purchasing all shares under the ELOC Agreement due to this 9.99% ownership cap.
• The filing details the reporting persons' shared voting and dispositive power over these shares.
• The ownership percentage is calculated based on 605,647 shares outstanding as of August 19, 2026, as reported in Profusa's 10-Q, plus potential shares from conversions, exercises, and purchases, all capped at 9.99%.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as neutral to slightly negative, as it primarily reports on beneficial ownership changes and does not contain significant operational or financial performance updates.

Positives

• The reporting persons have secured a significant ownership stake, reaching the maximum allowed beneficial ownership limit of 9.99% through various financial instruments.
• The filing indicates active engagement with Profusa, Inc. through convertible notes, warrants, and a securities purchase agreement, suggesting a strategic interest.

Negatives

• The 9.99% ownership cap (Blocker Amount) restricts the reporting persons from fully converting convertible notes, exercising warrants, or purchasing additional shares, indicating potential limitations on their investment flexibility.
• The filing is a Schedule 13G, which is an informational filing for passive investors, and does not suggest any active management or control intentions by the reporting persons.

Risks

• The 'Blocker Amount' limitation of 9.99% restricts the reporting persons from increasing their stake beyond this threshold, potentially limiting future upside or strategic influence.
• The reliance on convertible notes, warrants, and an ELOC agreement means the ultimate number of shares held is contingent on the terms and conditions of these instruments and the company's performance.

Future Outlook

The filing does not contain forward-looking statements or guidance from Profusa, Inc. It primarily reports on the current beneficial ownership status of the reporting persons.

Management Comments

• "The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein."
• "Ascent has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it."
• "Each of Mikhail Gurevich, Gennadiy Gurevich, Eagle Claw, Dominion GP, Dominion, Alon Brenner, Masada and AP may be deemed to beneficially own, and have the power to vote, the shares of Common Stock beneficially owned by Ascent and the other companies they are listed above as managing."
• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11."

Industry Context

StockSavvy.ai notes that this filing is typical for institutional investors or funds that acquire significant stakes in smaller public companies through debt instruments and warrants, often aiming to manage their exposure within regulatory limits like the 9.99% beneficial ownership threshold.

Stakeholder Impact

• Shareholders: The filing indicates a significant ownership stake by Ascent Partners Fund LLC and its affiliates, which could influence market perception and trading dynamics, although the 9.99% cap limits direct control.
• Creditors: The existence of convertible notes suggests potential future equity dilution if converted, impacting the value of existing debt.
• Management: The passive nature of the filing suggests no immediate intent to influence management decisions, but sustained ownership could lead to future engagement.

Key Dates

Keywords

Profusa Inc., Ascent Partners Fund LLC, Schedule 13G, Beneficial Ownership, Convertible Notes, Warrant, Securities Purchase Agreement, Blocker Amount