Profusa, Inc. Issues Senior Secured Convertible Note to Ascent

What Happened

• On September 1, 2026 Profusa, Inc. (PFSA) completed an additional closing under its February 11, 2025 Securities Purchase Agreement and issued a Senior Secured Convertible Promissory Note to Ascent Partners Fund LLC. The Note has an aggregate principal amount of $329,670.33 and was issued for $300,000 (reflecting an original issue discount). The Note matures on the earlier of September 1, 2027 or the Option Closing Date.

Key Details

• Interest: 7% per annum, payable monthly in cash (first day of each month) and at maturity; interest may be paid in common stock subject to specified equity-payment conditions.
• Conversion: Holder may convert the Note into common stock at $4.28 per share (subject to adjustment); a Floor Price applies of $1.07 (adjusted every six months per the Note).
• Security, amortization & prepayment: Obligations secured by substantially all company assets; monthly amortization payments begin January 1, 2027 (may be paid in stock subject to conditions); mandatory prepayment of 33% of net proceeds from any subsequent offering.
• Protective/default terms: Beneficial ownership cap of 4.99% (can be raised to 9.99% with 61 days’ notice); customary events of default (missed payments, insolvency, delisting, etc.) trigger an increased interest rate of 18% and potential acceleration.

Why It Matters

• This transaction provides Profusa with near-term financing ($300,000 cash proceeds) under a secured, convertible debt instrument. For investors, key implications include potential dilution if the note converts or if interest/amortization is paid in stock, a short maturity (about one year), and increased creditor protections due to security over substantially all assets. The mandatory prepayment provision and the elevated default rate on breach are material features that affect the company’s cash flow flexibility and creditor risk profile.