Profusa, Inc. 8-K

What Happened Profusa, Inc. announced an amendment to its Securities Purchase Agreement and Pledge Agreement (Amendment No. 4) dated April 2, 2026 that allows the company to sell up to $12,222,222 of additional convertible promissory notes and issued a Third Tranche senior secured convertible note for $555,555.55 on April 2, 2026. The Third Tranche Note matures April 2, 2027, bears 12% annual interest, is convertible at $0.50 per share (subject to adjustment and a floor), includes mandatory prepayments (50% of net proceeds from future offerings), a 5% cash payment fee on principal cash payments, and was issued with original issue discount. As consideration for the amendment and participation by Ascent Partners Fund LLC, Profusa agreed to issue a warrant to purchase 1,111,111 shares at $0.50 per share (anti-dilution, fundamental transaction and cashless-exercise protections), to be filed later. Separately, Profusa entered a non‑binding LOI (Mar 31, 2026; amended Apr 3, 2026) to acquire Bio Insights’ PanOmics assay assets for $30,000,000 to be paid in equity.

Key Details

• Amendment allows up to $12,222,222 aggregate principal of Additional Notes; Third Tranche Note issued was $555,555.55 (Apr 2, 2026).
• Third Tranche terms: 12% interest, convertible at $0.50/share, mandatory 50% prepayment of net proceeds from later offerings, 5% cash payment fee; secured by existing collateral.
• As consideration, Profusa will issue a warrant for 1,111,111 common shares at $0.50 (anti‑dilution, cashless exercise); securities issued in a private Reg D placement.
• LOI for PanOmics assets: $30M purchase paid entirely in equity — 460,000 common at closing (≤19.99% of outstanding) plus Preferred convertible into 59,540,000 common shares (convertible one year after issuance); 3% royalty on net revenue and seven‑year lock‑up on conversion shares with annual releases. Company must hold a shareholder vote before June 30, 2026.

Why It Matters

• Financing impact: The amendment lets Profusa raise additional secured, convertible debt with relatively high interest (12%) and conversion at $0.50, plus a sizable warrant grant — all of which can dilute current shareholders if converted or exercised. Mandatory prepayment provisions and the 5% cash fee affect cash flows and future financing economics.
• Strategic impact: The proposed PanOmics asset acquisition is structured to be paid in stock and could provide near‑term commercial revenue potential because CMS recently tied reimbursement to NGS testing in oncology. If completed, the deal would materially change Profusa’s commercial profile (royalty obligations, significant share issuance/conversion potential, management equity grants, and required shareholder approval).
• Next steps for investors: Monitor definitive asset purchase agreements, shareholder vote timing (required before June 30, 2026), any registration/filing of the warrant, and related financings (company expects to seek a $10M financing near the transaction) that will affect dilution and liquidity.