Profusa, Inc. 8-K

What Happened Profusa, Inc. filed an 8-K (Item 8.01) on May 18, 2026 reporting that it submitted an Advance Notice to Ascent Partners Fund LLC requesting that Ascent purchase shares under the companies’ equity line set out in the Securities Purchase Agreement (SPA) dated July 28, 2025, as amended December 22, 2025. For Advance Notices issued during May 2026 with payment upon share delivery, Profusa and Ascent agreed modified terms governing the size, timing and pricing of purchases, and a price adjustment ("True‑Up") mechanism tied to recent VWAP levels.

Key Details

• Advance Notice date: May 18, 2026; SPA original date July 28, 2025 (amended Dec 22, 2025).
• Per-advance size limit: up to 9.99% of shares outstanding at time of the Advance Notice, subject to a cap of $300,000 per Advance Notice.
• Payment/pricing: Ascent will fund purchases upon delivery of shares (prior to end of pricing period) and will remit within one trading day an amount equal to 97% of the lowest volume‑weighted average price (VWAP) of the common stock in the ten trading days prior to the Advance Notice, multiplied by the number of shares requested.
• True‑Up Mechanism: If 97% of the lowest VWAP during the Adjustment Period (from closing date until Ascent has committed, binding trades to sell the purchased shares) is lower than the closing price, Profusa will issue additional shares so Ascent’s aggregate share receipt equals what it would have received had the closing price equaled that adjusted price.

Why It Matters These amendments affect how Profusa may draw funding from its equity line with Ascent and the potential dilution to existing shareholders. The $300,000 cap and 9.99% per-advance limit set concrete size constraints, while the 97% VWAP payment and True‑Up could change the effective price received for issued shares and lead to issuance of additional shares if market prices move. For investors, this clarifies near-term financing mechanics and the conditions under which Profusa will issue shares to raise capital under the SPA.