Profusa, Inc. Enters Financing Amendment, Issues Convertible Note

What Happened

• On August 12, 2026 Profusa, Inc. (PFSA) amended its February 11, 2025 Securities Purchase Agreement with Ascent Partners Fund LLC (Amendment No. 5), added a new form of note option for purchasers, and adjusted the exercise price of an April 20, 2026 warrant to $1.07 per share (subject to adjustment).
• At an additional closing that same day the company issued a Senior Secured Convertible Promissory Note to Ascent with an aggregate principal amount of $714,285.72 for $650,000 cash (original issue discount). The Note matures August 12, 2027, bears 7% annual interest, and is secured by substantially all of Profusa’s assets.
• On August 19, 2026 Profusa entered an Exchange Agreement to exchange previously issued Ascent notes (the Existing Notes) and accrued interest — totaling $6,137,958.66 as of August 18, 2026 — for Series A Non‑Voting Convertible Preferred Stock that will automatically convert into common stock under the Certificate of Designation.

Key Details

• New Note: $714,285.72 principal issued for $650,000; maturity Aug 12, 2027; interest 7% per year (cash monthly or equity subject to conditions).
• Conversion terms: Note convertible at holder option at $1.07 per share (floor $1.07; subject to adjustment); beneficial ownership limit 4.99% (can be increased to 9.99% after 61 days’ notice).
• Amortization & prepayment: monthly amortization starts Dec 1, 2026 (company may pay in equity subject to conditions); mandatory prepayment of 33% of net proceeds from any Subsequent Offering.
• Exchange: $6,137,958.66 of Existing Notes exchanged at 0.93458 Preferred shares per $1,000 of obligation, implying an effective conversion price of $4.28 per common share upon conversion of the Preferred.

Why It Matters

• These transactions provide Profusa with additional cash ($650,000) and restructure a material portion of its debt by converting roughly $6.14 million of outstanding notes into convertible preferred stock, reducing near-term cash obligations while creating future potential equity conversion.
• The new convertible note and the exchanged preferred shares both carry conversion features that can lead to issuance of common stock if converted, which would dilute existing shareholders. The note is secured by company assets and includes a 4.99% beneficial ownership cap (adjustable), monthly amortization requirements, and an 18% default rate if events of default occur — all items investors should monitor for balance sheet and dilution impact.