Profusa Inc美股招股说明书(2025-08-25版)

8,970,830Shares of Common Stock by the Selling Stockholder This prospectus relates to the offer and sale of up to 8,970,830shares of our Common Stock,par value $0.0001 per share (“the Common Stock”), by Ascent Partners Fund LLC, whom we refer to inthis prospectus as “Ascent” or the “Selling Stockholder.” The shares of Common Stock to which this prospectus relates have been or may be issued by usto Ascent pursuant to a common stock purchase agreement, dated as of July28, 2025, we entered intowith Ascent, which we refer to in this prospectus as the Purchase Agreement. Such shares of CommonStock include up to 8,970,830shares of Common Stock, consisting of (i)up to 8,070,830 shares ofCommon Stock (the “Purchase Shares”) that we may, in our sole discretion, elect to sell to Ascent,fromtime to time over a period of up to 36monthsfrom and after the Effective Date(definedbelow) pursuant to the Purchase Agreement and (ii)900,000shares of Common Stock (the “CommitmentWarrant Shares” and, together with the Purchase Shares, “ELOC Shares”) issuable upon exercise ofthewarrants we issued to Ascent upon our execution of the term sheet relating to the PurchaseAgreementon July20,2025(the“Commitment Warrants”),as consideration for its commitment topurchase shares of our Common Stock that we may, in our sole discretion, direct Ascent to purchasefrom us pursuant to the Purchase Agreement. The Commitment Warrants have an exercise price of $0.01andmay be exercised for cash or,if at the time of exercise there is no effective registrationstatement covering the resale of the Commitment Warrant Shares, on a cashless basis. If we do notrequire Ascent to purchase any Purchase Shares on or before the 100thday following the executionofthe Purchase Agreement,the number of Commitment Warrant Shares underlying the CommitmentWarrants will be reduced to 450,000. Weare not selling any securities under this prospectus and will not receive any of theproceeds from the sale of our Common Stock by the Selling Stockholder. However, we may receive up to$100,000,000 in aggregate gross proceeds under the Purchase Agreement from sales of Common Stock wemayelect to make to put to Ascent pursuant to the Purchase Agreement after the date of thisprospectus.See“The Committed Equity Facility”for a description of the Purchase Agreement and“Selling Stockholder”for additional information regarding Ascent. Ascent may sell or otherwise dispose of ELOC Shares described in this prospectus in a numberof different ways and at varying prices. See“Plan of Distribution—Offer and Resale of CommonStockby the Selling Stockholder”for more information about how Ascent may sell or otherwisedispose of ELOC Shares pursuant to this prospectus. Ascent is deemed to be an “underwriter” withinthemeaning of Section2(a)(11)ofthe Securities Actof1933,as amended,or the SecuritiesAct. TheSelling Stockholder may sell the shares of our common stock offered by this prospectusfromtime to time on terms to be determined at the time of sale through ordinary brokeragetransactionsor through any other means described in this prospectus under the caption“Plan ofDistribution.”The shares of common stock may be sold at fixed prices, at market prices prevailingat the time of sale, at prices related to prevailing market price or at negotiated prices. We will pay the expenses incurred in registering under the Securities Act the offer and saleof the shares of Common Stock to which this prospectus relates by the Selling Stockholder, includinglegal and accounting fees. See“Plan of Distribution—Offer and Resale of Common Stock by theSelling Stockholder”beginning on page 149. Our common stock is listed on the Nasdaq Global Market under the symbol “PFSA.” On August5,2025, the last sale price for our common stock as reported on the Nasdaq Global Market was $0.53 pershare. Weare a“smaller reporting company”as defined under the federal securities laws and,assuch,have elected to comply with certain reduced public company reporting requirements for thisprospectus and may elect to do so in future filings. Investingin our securities involves a high degree of risk.See the sectionentitled“Risk Factors”appearing on page 6ofthis prospectus for a discussion ofinformationthatshouldbeconsideredinconnectionwithaninvestmentinoursecurities. Neitherthe Securities and Exchange Commission nor any other regulatory body hasapprovedor disapproved of these securities or passed upon the accuracy or adequacyofthis prospectus.Any representation to the contrary is a criminal offense. The date of this prospectus is August25, 2025 TABLEOF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING5RISK FACTORS6CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS72THE COMMITTED EQUITY FACILITY73USE OF PROCEEDS79UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION80DIVIDEND POLICY94MARKET INFORMATION95MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS96BUSINESS108MANAGEMENT134EXEC