SCHEDULE: Profusa Investor Group Discloses 9.99% Stake

A group of investors, including Ascent Partners Fund LLC and individuals, has reported a 9.99% beneficial ownership stake in Profusa, Inc. through various convertible securities and purchase agreements.

Summary

• A group of nine reporting persons, including Ascent Partners Fund LLC, 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 hold a 9.99% beneficial ownership stake in Profusa, Inc.
• The beneficial ownership amounts to 4,005,419 shares of Common Stock.
• This ownership is derived from convertible promissory notes, a common stock purchase warrant, and a securities purchase agreement (ELOC Agreement).
• All these instruments are subject to a 'Blocker Amount' which limits beneficial ownership to a maximum of 9.99% of the outstanding Common Stock.
• As of September 30, 2025, Ascent directly holds 900,000 shares, and there are 45,417,693 shares underlying the Convertible Note, subject to the Blocker.
• The percentage is calculated based on 36,988,877 shares of Common Stock outstanding, which includes 36,088,877 shares reported in Profusa's Form S-1 (August 29, 2025) plus 900,000 shares from a Warrant exercise.

Sentiment

Score: 6

Explanation: The filing indicates a significant, albeit capped, investment by a group of entities and individuals, suggesting a degree of confidence in Profusa. The existence of convertible notes, warrants, and an ELOC agreement points to structured financing. However, the 9.99% 'blocker' limits the immediate upside of these instruments for the investors and potentially the capital available to Profusa from these specific sources.

Positives

• A significant investor group has taken a substantial 9.99% stake, indicating confidence in Profusa, Inc.
• The investment is structured through convertible notes, warrants, and a securities purchase agreement, providing potential future capital to Profusa.

Negatives

• The 'Blocker Amount' limits the investor group's beneficial ownership to 9.99%, preventing full conversion of notes or purchase of all shares if it exceeds this threshold.
• The filing does not provide details on the conversion price or warrant exercise price, making it difficult to assess the implied valuation or potential dilution.

Risks

• The 'Blocker Amount' provision in the Convertible Note, Warrant, and ELOC Agreement limits the ability of the reporting persons to fully convert or purchase shares if it would result in beneficial ownership exceeding 9.99%.
• The issuer's option to require the reporting person to purchase Common Stock under the ELOC Agreement is subject to certain conditions and the Blocker Amount, which could affect the timing and amount of capital raised.

Future Outlook

The filing indicates potential future equity purchases by the reporting persons through the ELOC Agreement, subject to certain conditions and a 9.99% beneficial ownership limitation. The full conversion of convertible notes and exercise of warrants are also subject to this limitation, suggesting a controlled, incremental investment approach.

Management Comments

• The reporting persons certify that 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, nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

This Schedule 13G filing reflects a significant passive investment in Profusa, Inc., a common occurrence in the early to mid-stages of growth companies, particularly in the biotech or medical device sectors where Profusa operates. Such filings often signal institutional or sophisticated investor interest, which can be a positive indicator for a company's long-term prospects, even if the stake is capped by a 'blocker' provision.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: The disclosure of a significant investor group holding a 9.99% stake could be viewed positively, signaling institutional interest and potential stability. The 'blocker' provision prevents immediate large-scale dilution from these specific instruments beyond the 9.99% threshold.
• Company (Profusa, Inc.): The existence of the ELOC Agreement provides a potential source of future capital, offering financial flexibility.

Next Steps

• Profusa, Inc. may, at its option, require Ascent Partners Fund LLC to purchase additional Common Stock under the ELOC Agreement, subject to conditions and the 9.99% beneficial ownership limitation.
• The reporting persons may convert additional convertible promissory notes and exercise warrants, subject to the 9.99% beneficial ownership limitation.

Key Dates

Recommendation

The filing primarily discloses a significant, passive ownership stake by an investor group, capped at 9.99%. While the investment vehicles (convertible notes, warrants, ELOC agreement) suggest a structured financing relationship and potential future capital, the 'blocker' limits immediate impact. Without further details on Profusa's operational performance, valuation, or the specific terms of these agreements (e.g., conversion prices), a 'hold' recommendation is prudent. The filing indicates investor interest but lacks information to justify a stronger buy or sell position based solely on this ownership disclosure.

Keywords

Profusa Inc, Schedule 13G, Beneficial Ownership, Ascent Partners, Dominion Capital, Mikhail Gurevich, Convertible Notes, Warrant, ELOC Agreement, Equity Stake, Investment Group, SEC Filing