SCHEDULE: Ascent Partners Group Discloses 9.99% Stake in Profusa

Sentiment:

Beneficial Ownership Disclosure 9 February 2026 8:03 PM

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Ascent Partners Fund LLC and its affiliates have disclosed a 9.99% beneficial ownership stake in Profusa, Inc., primarily through convertible notes and a securities purchase agreement.

Capital raiseThe filing references convertible promissory notes, which represent a past capital raise for Profusa.It also mentions a Securities Purchase Agreement (ELOC Agreement) dated July 28, 2025, whereby Profusa may, at its option, require the reporting person to purchase common stock, indicating a potential future capital raise mechanism.

Summary

Ascent Partners Fund LLC and its affiliated entities, including Ascent Partners LLC, Dominion Capital LLC, Dominion Capital GP LLC, Dominion Capital Holdings LLC, Masada Group Holdings LLC, Mikhail Gurevich, Gennadiy Gurevich, and Alon Brenner, collectively reported beneficial ownership of 9,590,920 shares of Profusa, Inc. common stock.
This ownership represents 9.99% of Profusa's outstanding common stock, calculated based on 86,414,296 shares outstanding as of December 23, 2025.
The reported stake includes shares to be issued upon conversion of convertible promissory notes and shares purchasable under a Securities Purchase Agreement (ELOC Agreement).
All instruments held by the reporting persons are subject to a 'Blocker Amount' provision, which limits their aggregate beneficial ownership to a maximum of 9.99% of Profusa's common stock.
The reporting persons share both voting and dispositive power over the 9,590,920 beneficially owned shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development. While a 13G is a compliance filing, the establishment of a significant, albeit passive, institutional stake and the existence of an ELOC Agreement suggest a degree of investor confidence and a potential source of future funding for Profusa.

Positives

A significant institutional investor group has taken a substantial stake, potentially signaling confidence in Profusa's long-term prospects.
The ELOC Agreement provides a potential source of future capital for Profusa, subject to certain conditions and the beneficial ownership blocker.

Negatives

The 9.99% beneficial ownership blocker limits the immediate conversion of all convertible notes and purchases under the ELOC Agreement, potentially restricting the full realization of the investment by the reporting persons or the full capital infusion for Profusa at any given time.

Risks

The 'Blocker Amount' limits the reporting persons' ability to fully convert their convertible notes or purchase all shares under the ELOC Agreement if it would exceed 9.99% beneficial ownership, which could impact the timing and amount of capital Profusa can draw.
Future dilution for existing shareholders could occur as convertible notes are converted and shares are purchased pursuant to the ELOC Agreement, up to the 9.99% limit.

Future Outlook

The filing does not provide specific forward-looking statements or guidance from Profusa, Inc. It primarily details the current beneficial ownership structure of Ascent Partners Fund LLC and its affiliates.

Industry Context

StockSavvy.ai notes that a Schedule 13G filing indicates a passive investment by a significant shareholder group. While not an active attempt to influence control, a substantial stake like 9.99% can still signal market confidence or strategic interest in Profusa's sector, potentially attracting attention from other institutional investors or competitors.

Stakeholder Impact

Shareholders: Existing shareholders may see this as a positive signal of institutional interest. However, future conversions and purchases under the ELOC Agreement could lead to dilution, though capped at 9.99% beneficial ownership for this group.
Company (Profusa, Inc.): The ELOC Agreement provides a potential, albeit conditional, source of capital.

Key Dates

Date	Description
2023-12-29	Effective date for conversion of certain convertible promissory notes.
2025-07-11	Effective date for conversion of certain convertible promissory notes.
2025-07-28	Date of the Securities Purchase Agreement (ELOC Agreement) between Profusa and Ascent Partners Fund LLC.
2025-12-23	Date as of which 86,414,296 shares of Common Stock were outstanding, as reported in Profusa's Definitive Proxy Statement.
2025-12-31	Date of event which requires filing of this Schedule 13G.
2026-01-02	Date Profusa filed its Definitive Proxy Statement on Schedule 14A with the U.S. Securities and Exchange Commission.
2026-02-09	Date the Schedule 13G was signed by the reporting persons.

Recommendation

hold

The filing indicates a significant, passive institutional investment in Profusa, Inc. through convertible notes and a potential equity line of credit. While this signals investor confidence and a potential future capital source, the 9.99% beneficial ownership blocker limits the immediate impact. Without further operational or financial updates from Profusa, a 'hold' recommendation is appropriate, acknowledging the positive signal of institutional backing while awaiting more comprehensive company performance data.

Keywords

Profusa Inc, Ascent Partners Fund, Schedule 13G, Beneficial Ownership, Convertible Notes, ELOC Agreement, Equity Investment, SEC Filing, Institutional Investor, Blocker Amount

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