Profusa, Inc. 8-K

What Happened
Profusa, Inc. announced on June 8, 2026 that it submitted an Advance Notice to Ascent Partners Fund LLC under the companies’ Securities Purchase Agreement (SPA) (original July 28, 2025; amended Dec. 22, 2025) requesting that Ascent purchase shares of Profusa common stock. For Advance Notices issued from June 8, 2026 through July 15, 2026 with payment upon share delivery, the parties agreed to modified terms governing the size, timing and pricing of purchases.

Key Details

• Advance Notice period covered: June 8, 2026 through July 15, 2026 (payment upon share delivery).
• Size cap per Advance Notice: up to 9.99% of shares outstanding at the time of the Advance Notice, subject to a $200,000 cap per Advance Notice.
• Pricing and funding: Ascent will remit within one trading day an amount equal to 97% of the lowest volume-weighted average price (VWAP) of Profusa common stock in the 10 trading days before the Advance Notice, multiplied by the number of shares requested.
• True‑Up Mechanism: If 97% of the lowest VWAP during the Adjustment Period is lower than the closing price, Profusa will issue additional shares so Ascent receives the number of shares it would have received at that adjusted price.
• Ascent waived mandatory prepayment provisions for Advance Notices with payment upon share delivery.

Why It Matters
These changes provide Profusa with timely access to potential equity funding (subject to the per-notice cap and percentage limits) while giving Ascent protections on pricing through the 97% VWAP payment and a true-up share issuance if later price adjustments warrant it. For investors, the arrangement can mean quicker cash inflows for the company but also the potential for dilution of existing shares if Advance Notices are exercised and additional shares are issued under the True‑Up Mechanism. The filing documents a short-term financing pathway and the specific mechanics that will determine how much cash Profusa receives and how many shares may be issued.