Ben Hwang
About Ben Hwang
Ben C. Hwang, Ph.D., serves as Chief Executive Officer and Chairman of the Board of Profusa, Inc. (NASDAQ: PFSA) following the company’s business combination; he is the signatory CEO on the company’s Q2 2025 Form 10‑Q and signed special meeting proxy materials as Chairman in September 2025 . Profusa reported no operating revenues to date as of Q2 2025 and a net loss of $8.2M for the quarter ended June 30, 2025; post‑combination governance enhancements include the appointment of a Lead Independent Director (Peter O’Rourke) . Recent capital structure actions—an approved $100M equity line of credit (ELOC), senior secured convertible notes, and an increase in authorized common shares to 600M—create significant potential equity issuance capacity .
Equity Ownership & Alignment
- Spousal holdings are included in reported beneficial ownership; disclosures note that 366,886 shares are held by Ben Hwang’s spouse, Samantha Chiu .
| Holder | Post-Business Combination Shares (as of Jul 30, 2025) | Ownership % (as of Jul 30, 2025) | Post-Business Combination Shares (as of Sep 22, 2025) | Ownership % (as of Sep 22, 2025) |
|---|---|---|---|---|
| Ben Hwang, Ph.D. | 844,228 (includes 366,886 held by spouse) | 2.6% | 844,228 (includes 366,886 held by spouse) | 2.1% |
Additional ownership context (selected holders):
- Ascent Partners Fund LLC: 3,433,593 shares/rights aggregation disclosed (with components and 9.99% cap constraints), listed at 9.9% on Jul 30 and 8.1% on Sep 22, 2025 .
- NorthView Sponsor I, LLC: 23.1% (Jul 30) and 19.0% (Sep 22) .
Insider selling pressure:
- The ELOC documentation includes Lock‑Up Agreements from PFSA’s officers and directors, indicating insider sale restrictions around the facility; however, specific lock‑up durations/terms for individual insiders were not detailed in the 10‑Q subsequent event summary .
Board Governance
- Roles and structure
- Executive Chair/CEO dual role: Ben C. Hwang serves as Chairman and CEO, a combination that can raise independence concerns .
- Lead Independent Director: Peter O’Rourke (former Acting U.S. VA Secretary) appointed as Lead Independent Director, providing an independent counterweight to the dual role .
- Committee memberships, meeting attendance, and director independence designations were not disclosed in the available filings.
Fixed Compensation
- Base salary, target/actual bonus, and perquisites for Ben Hwang were not disclosed in the available filings.
Performance Compensation
- Stock/option awards, performance metrics/weightings (e.g., revenue, EBITDA, TSR), vesting schedules, and clawback provisions for Ben Hwang were not disclosed in the available filings.
- The company disclosed the approval of new employee incentive plans in connection with the business combination; specific award terms for executives were not provided .
Employment Terms
- Employment agreement start date, term, severance, change‑in‑control triggers (single/double‑trigger), non‑compete, and garden‑leave provisions for Ben Hwang were not disclosed in the available filings.
- Lock‑Up Agreements: The ELOC documentation includes lock‑ups applicable to officers and directors; the 10‑Q notes these in connection with the July 28, 2025 Purchase Agreement .
Performance & Track Record
| Period | Operating Revenues | Net Loss |
|---|---|---|
| Q2 2025 (three months ended Jun 30, 2025) | None (no operating revenues to date) | $(8,196,876) |
Notes:
- Pre‑closing SPAC financials reflect minimal operations and are not indicative of post‑combination commercial performance .
Capital Structure & Dilution Levers
| Item | Detail |
|---|---|
| Authorized Common Shares | Increased from 300,000,000 to 600,000,000 (effective Oct 20, 2025) |
| ELOC Capacity | Up to $100,000,000 of share purchases by Ascent; shareholder approval obtained Aug 29, 2025 |
| Commitment Warrants | 900,000 commitment warrant shares issued to Ascent at $0.01 exercise price, subject to conditions |
| Convertible Notes | Up to $22,222,222 principal across tranches; initial $10,000,000 closed at 10% OID; 10% interest (24% on default) |
| Conversion Mechanics | Conversion price is the lower of a reference price or 95% of the lowest 10‑day VWAP, with a Floor Price set at 20% of the closing sale price on Aug 22, 2025 |
| Share Issuance Potential | “If fully converted,” PIPE investor could receive approximately 222,222,222 shares (actual issuances depend on VWAP and down‑round protections) |
| Warrant Overhang | 17,404,250 warrants outstanding (public, private placement, representative’s) |
Risk Indicators & Red Flags
- Nasdaq continued listing notices: PFSA received deficiency notices for (i) Market Value of Listed Securities (MVLS) under $50M and (ii) minimum $1 bid price; 180‑day compliance window until March 10, 2026 .
- Material weaknesses in internal controls: Management concluded disclosure controls were not effective as of June 30, 2025 due to material weaknesses (valuation review, accruals, safeguarding/monitoring of trust assets) .
- Going concern: Substantial doubt about the company’s ability to continue as a going concern within one year was disclosed around the business combination timeline .
- Financing complexity and potential dilution:
- Convertible notes feature 10% interest (24% upon default), cash payment fee (5%), mandatory prepayment tied to subsequent offerings, and MFN/down‑round protections with a conversion floor, which can create recurring issuance pressure during periods of low VWAP .
- The ELOC allows issuance at 97% of the lowest VWAP during valuation windows (subject to caps), enabling frequent share issuance to fund operations/strategy .
- Governance concentration and independence:
- CEO/Chair dual role potentially heightens governance risk (mitigated by the Lead Independent Director role) .
Board Service
- Current service at PFSA:
- Chairman of the Board (as of September 22, 2025 proxy) .
- Chief Executive Officer (as of Q2 2025 filing) .
- Lead Independent Director established: Peter O’Rourke appointed as Lead Independent Director .
- Committee roles, attendance, and independence classifications were not disclosed in the available filings.
Investment Implications
- Alignment and influence: Ben Hwang’s 2.1% reported stake (2.6% as of the earlier record date) provides some alignment but is modest versus major holders; disclosures attribute 366,886 shares to his spouse within this total, consolidating household ownership .
- Governance trade‑offs: The CEO/Chair dual role concentrates authority; the addition of a Lead Independent Director partially mitigates independence concerns and provides a counterbalance in board leadership .
- Dilution overhang: The combination of a $100M ELOC, tranche‑based convertible notes with VWAP‑linked conversion (and floor), expanded authorized shares (600M), and 17.4M outstanding warrants presents significant ongoing share issuance capacity that can pressure the stock during funding cycles and conversions .
- Execution and compliance risk: Nasdaq MVLS and bid‑price deficiency notices, disclosed internal control material weaknesses, and going‑concern language raise near‑term financing/execution risk and may increase reliance on equity‑linked funding paths that are inherently dilutive .
Note: No disclosures were found in the available filings for Ben Hwang’s salary, bonus targets, equity grant details, vesting schedules, severance/change‑in‑control terms, clawback, or director compensation.
Sources:
- Corporate governance, ownership and financing proposals (Special Meeting DEF 14A, Sep 23, 2025):
- ELOC approval (Special Meeting DEF 14A, Aug 18, 2025) and vote (8‑K Sep 4, 2025):
- Convertible note amendments and terms (8‑K Aug 26, 2025):
- Authorized shares increased to 600M (8‑K Oct 21, 2025; Delaware filing):
- Lead Independent Director/CFO appointments (8‑K Aug 19, 2025):
- Listing deficiencies (8‑K Sep 16, 2025):
- Q2 2025 10‑Q (operations, loss, warrants, controls, going concern, ELOC subsequent event):
- CEO signatory status (10‑Q signature):