PROFUSA, INC.

 

7,170,891 Shares of Common Stock by the Selling Stockholders

 

This prospectus supplement amends and supplements certain information contained in the prospectus dated May 4, 2026 (the "Prospectus"), which forms a part of our registration statement on Form S-1, as amended (Registration No. 333-295364). The Prospectus and this prospectus supplement relate to the offer and resale from time to time, of up to 7,170,891 shares of our Common Stock, par value $0.0001 per share ("the Common Stock"), by the Selling Stockholders. The Common Stock being offered for resale consists of: (i) up to 6,022,753 shares of Common Stock (the "Purchase Shares") that we may, in our sole discretion, elect to sell to Ascent Partners Fund LLC ("Ascent"), from time to time over a period of up to 36 months from and after the effective date pursuant to the common stock purchase agreement, dated as of July 28, 2025, we entered into with Ascent (the "ELOC Purchase Agreement"); (ii) up to 801,114 shares of our Common Stock (the "Ascent Conversion Shares") issuable upon conversion of certain convertible promissory notes, with an aggregate principal value of approximately $7.0 million as of the date of this prospectus (the "Ascent Notes"); (iii) up to 133,333 shares of our Common Stock (the "Ascent Inducement Warrant Shares") issuable upon exercise of that certain warrant, dated April 20, 2026, issued to Ascent (the "Ascent Inducement Warrant"); and (iv) up to 213,690 shares of Common Stock (the "Sponsor Conversion Shares") by NorthView Sponsor I, LLC (the "Sponsor") issuable upon conversion of certain convertible promissory notes, with an aggregate principal value of approximately $1.9 million (the "Sponsor Notes").

 

We will not receive any of the proceeds from the sale of Common Stock by the Selling Stockholders. However, we may receive up to $100,000,000 in aggregate gross proceeds from sales of the Purchase Shares to Ascent that we may, in our discretion, elect to make, from time to time after the date of this prospectus, pursuant to the ELOC Purchase Agreement. Additionally, we will receive proceeds from any cash exercise of the Ascent Inducement Warrants, which, if exercised in cash with respect to all of the 133,333 Ascent Inducement Warrant Shares would result in aggregate gross proceeds to us of $1,666,666.50; however, we cannot predict when and in what amounts or if the Ascent Inducement Warrants will be exercised and it is possible that the Warrants may be exercised on a cashless basis or may expire and never be exercised, in which case we would not receive any cash proceeds.