Profusa, Inc. 8-K

What Happened

• On December 29, 2025, Profusa, Inc. (PFSA) entered into Amendment No. 3 to its February 11, 2025 Securities Purchase Agreement. The amendment (i) sets the conversion “Floor Price” at $0.35 per share as of the amendment effective date (the conversion price cannot be set below this floor), (ii) makes available an optional third tranche of notes with up to $5,555,556 principal (purchase price up to $5,000,000) subject to conditions, and (iii) changes mandatory prepayment terms for future equity financings to 33.3% or 50.0% of net proceeds depending on the registration statement used. The amendment is filed as Exhibit 10.1 to the Company’s Form 8‑K (filed Dec 30, 2025).

Key Details

• Amendment No. 3 effective date: December 29, 2025.
• New Floor Price: $0.35 per share (conversion price may not be less than this amount).
• Optional third‑tranche financing: up to $5,555,556 principal for up to $5,000,000 purchase price; if a Nasdaq continued‑listing deficiency exists, the initial purchaser may instead buy up to $3,333,333.60 principal for up to $3,000,000.
• Conditions for third tranche include (A) first- and second‑tranche balances reduced to zero by conversion/repayment, (B) no Nasdaq listing deficiency notice, (C) an effective registration statement covering conversion shares, and (D) required stockholder approval.
• Mandatory prepayment on an Equity Line of Credit changed to 33.3% of net proceeds under the current Form S‑1 (File No. 333‑290805) or 50.0% under any future Form S‑1.

Why It Matters

• For investors, the $0.35 floor sets a definitive minimum conversion price for the company’s convertible notes, which can limit the degree of share dilution from conversions at very low market prices.
• The optional third tranche provides a path to raise additional capital (up to roughly $5.0M) if specified conditions are met, but will still result in issuance of convertible debt that can convert into shares once registration and approvals are in place.
• The amendment’s changes to mandatory prepayment percentages tie repayment of the notes to proceeds from future equity lines, affecting how new equity financings will be used (partly to repay outstanding notes).
• Funding is contingent on several conditions (including Nasdaq listing status and stockholder approval), so availability of the additional financing is not guaranteed.