Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Profusa, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
74319X108 (CUSIP Number) |
07/11/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 74319X108 |
| 1 | Names of Reporting Persons
Ascent Partners Fund LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of common stock, par value $0.0001 per share of the issuer (the "Common Stock") set forth on rows (6), (8) and (9) above includes the conversion, up to the Blocker (as defined in this footnote) amount, of a convertible promissory note (the "Convertible Note") directly and indirectly held by the reporting person, which Convertible Note is subject to a maximum 9.99% beneficial ownership limitation provision contained therein (the "Blocker"). In Row (11) the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 18, 2025 (the "Form 8-K"), and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly and indirectly held by the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 74319X108 |
| 1 | Names of Reporting Persons
Ascent Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | | 5 | Sole Voting Power
| 0.00 6 | Shared Voting Power
| 3,359,068.00 7 | Sole Dispositive Power
| 0.00 8 | Shared Dispositive Power
| 3,359,068.00 |
3,359,068.00
9.99 %
OO
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes the conversion, up to the Blocker amount, of the Convertible Note directly held by the reporting person, which Convertible Note is subject to the Blocker. In Row (11) the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly held by the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 74319X108 |
| 1 | Names of Reporting Persons
Dominion Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CONNECTICUT
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes the conversion, up to the Blocker amount, of the Convertible Note directly and indirectly held by the reporting person, which Convertible Note is subject to the Blocker. In Row (11) the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly and indirectly held by the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 74319X108 |
| 1 | Names of Reporting Persons
Dominion Capital GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes the conversion, up to the Blocker amount, of the Convertible Note directly and indirectly held by the reporting person, which Convertible Note is subject to the Blocker. In Row (11) the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly and indirectly held by the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 74319X108 |
| 1 | Names of Reporting Persons
Dominion Capital Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes the conversion, up to the Blocker amount, of the Convertible Note directly and indirectly held by the reporting person, which Convertible Note is subject to the Blocker. In Row (11) the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly and indirectly held by the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 74319X108 |
| 1 | Names of Reporting Persons
Masada Group Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes the conversion, up to the Blocker amount, of the Convertible Note directly held by the reporting person, which Convertible Note is subject to the Blocker. In Row (11) the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly held by the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 74319X108 |
| 1 | Names of Reporting Persons
Mikhail Gurevich | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes the conversion, up to the Blocker amount, of the Convertible Note directly and indirectly held by the reporting person, which Convertible Note is subject to the Blocker. In Row (11) the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly and indirectly held by the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 74319X108 |
| 1 | Names of Reporting Persons
Gennadiy Gurevich | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes the conversion, up to the Blocker amount, of the Convertible Note directly and indirectly held by the reporting person, which Convertible Note is subject to the Blocker. In Row (11), the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly held by the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 74319X108 |
| 1 | Names of Reporting Persons
Alon Brenner | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,359,068.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes the conversion, up to the Blocker amount, of the Convertible Note directly and indirectly held by the reporting person, which Convertible Note is subject to the Blocker. In Row (11), the percentage is based on (i) 32,788,877 shares of Common Stock outstanding, as reported by the issuer in its Form 8-K, and (ii) 820,475 shares of Common Stock issuable upon partial conversion of the Convertible Note directly held by the reporting person.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Profusa, Inc. | |
| (b) | Address of issuer's principal executive offices:
626 Bancroft Way, Suite A, Berkeley, CA 94710 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Ascent Partners Fund LLC, a Delaware limited liability company ("Ascent"); (ii) Ascent Partners LLC, a Delaware limited liability company ("AP"); (iii) Dominion Capital LLC, a Connecticut limited liability company ("Dominion"); (iv) Dominion Capital GP LLC, a Delaware limited liability company ("Dominion GP"); (v) Dominion Capital Holdings LLC, a Delaware limited liability company ("Dominion Holdings"); (vi) Masada Group Holdings LLC, a Florida limited liability company ("Masada"); (vii) Mikhail Gurevich; (viii) Gennadiy Gurevich; and (ix) Alon Brenner. | |
| (b) | Address or principal business office or, if none, residence:
19505 Biscayne Blvd., Suite 2350, Aventura, FL 33180 | |
| (c) | Citizenship:
Ascent is a Delaware limited liability company. Dominion is a Connecticut limited liability company. Each of Dominion GP, Dominion Holdings, and AP is a Delaware limited liability company. Masada is a Florida limited liability company. Each of Mikhail Gurevich, Gennadiy Gurevich, and Alon Brenner is a citizen of the United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
74319X108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer re
gistered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
3,359,068.00 | |
| (b) | Percent of class:
99.99 %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
3,359,068.00 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
3,359,068.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1 - Joint Filing Agreement |