Profusa, Inc. 8-K

What Happened

• Profusa, Inc. announced amendments dated December 22, 2025 to two financing agreements with Ascent Partners Fund LLC: (1) Amendment No. 1 to the Securities Purchase Agreement (originally dated July 28, 2025) and (2) Amendment No. 2 to the Senior Secured Convertible Promissory Note (originally dated February 11, 2025).
• Under the Purchase Agreement (which permits up to $100,000,000 of common stock to be sold to Ascent), the parties temporarily modified the Floor Price: during a limited "Modification Period" (from Dec 22, 2025 until, but excluding, the effective date of a proposed reverse stock split expected to be presented to stockholders in January 2026), up to 13,650,000 shares may be sold at or above $0.111 per share (and below $0.14). After the earlier of that 13,650,000‑share cap or the end of the Modification Period, the Floor Price reverts to $0.14 per share (the previously defined Floor Price).
• The Second Note Amendment corrects an omission from a prior amendment by removing amortization provisions and related payments and revises the Mandatory Prepayment Amount for any subsequent Equity Line of Credit to 33.3% of net proceeds.

Key Details

• Purchase Agreement aggregate capacity: up to $100,000,000 of common stock sales to Ascent (original agreement dated July 28, 2025).
• Temporary Floor Price: $0.111 per share for up to 13,650,000 shares during the Modification Period (Amendment No.1, dated Dec 22, 2025).
• Permanent/reverted Floor Price: $0.14 per share after the cap is reached or the Modification Period ends.
• Note changes (Amendment No.2, dated Dec 22, 2025): eliminates amortization payments that were intended to be removed earlier; sets Mandatory Prepayment for an Equity Line of Credit at 33.3% of net proceeds.

Why It Matters

• These amendments affect potential dilution and financing flexibility: the Purchase Agreement still allows substantial future share sales (up to $100M), and the temporary $0.111 floor for up to 13.65M shares permits Ascent to acquire shares at a lower per‑share price for a limited amount and time, which could increase dilution at lower prices.
• The Note amendment reduces scheduled cash outflows by removing amortization obligations (improving near‑term cash requirements) and clarifies prepayment terms for future equity lines, which affects how proceeds from future financings may be used to repay the note.
• Investors should note the connection to a proposed reverse stock split expected to be presented in January 2026, which is tied to the Modification Period and the temporary pricing provision.