SCHEDULE: Profusa, Inc. - Ownership Update Filing

Ascent Partners Fund LLC and affiliated entities report a 9.99% beneficial ownership in Profusa, Inc. common stock, including shares from convertible notes and a securities purchase agreement, subject to a beneficial ownership limitation.

Summary

• This filing is an amendment to a Schedule 13G, reporting changes in beneficial ownership of Profusa, Inc. common stock.
• Several entities and individuals, collectively referred to as the 'Reporting Persons', have entered into a joint filing agreement.
• The Reporting Persons collectively beneficially own 58,749 shares of Profusa, Inc. common stock, representing 9.99% of the class.
• This ownership includes shares issuable upon conversion of convertible promissory notes and shares purchasable under a Securities Purchase Agreement (ELOC Agreement).
• A 'Blocker Amount' limits the beneficial ownership to 9.99%, preventing full conversion of notes or purchase of all available shares.
• The ownership percentage is based on 186,411 shares outstanding as of May 12, 2026, adjusted for a 1-for-25 reverse stock split.

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 operational or financial performance updates.

Positives

• The Reporting Persons have a significant stake, indicating investor interest in Profusa, Inc.
• The existence of convertible notes and a securities purchase agreement suggests ongoing financial arrangements that could support the company.

Negatives

• The 9.99% ownership cap limits the Reporting Persons' ability to fully convert their notes or purchase additional shares, potentially indicating a lack of full confidence or strategic limitations.
• The filing does not provide any information on the company's operational performance, financial health, or future prospects.

Risks

• The 'Blocker Amount' limits the Reporting Persons' ability to increase their stake, which could impact future financing or strategic decisions.
• The reliance on convertible notes and a securities purchase agreement may indicate that Profusa, Inc. is facing financial challenges or requires ongoing capital infusions.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance.

Management Comments

• Each of Mikhail Gurevich and Gennadiy Gurevich manages Eagle Claw, Dominion GP, Dominion Capital, AP and Ascent.
• Alon Brenner manages Masada, AP and Ascent.
• AP manages Ascent.
• 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.

Industry Context

StockSavvy.ai notes that Schedule 13G filings typically indicate significant changes in beneficial ownership by institutional investors or other entities. The presence of convertible notes and a securities purchase agreement, coupled with a beneficial ownership cap, is common in situations where companies are seeking capital, often in the biotechnology or technology sectors where Profusa, Inc. operates.

Stakeholder Impact

• Shareholders: The filing indicates a significant ownership block by institutional investors, which could influence future corporate actions or governance.
• Creditors: The ongoing reliance on convertible notes and purchase agreements may suggest a need for continued financing, impacting the company's debt structure.

Key Dates

Keywords

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