Profusa, Inc. Issues Senior Secured Convertible Note to Ascent Partners

What Happened Profusa, Inc. announced an additional closing under its February 11, 2025 Securities Purchase Agreement and issued a Senior Secured Convertible Promissory Note to Ascent Partners Fund LLC on September 16, 2026. The Note has an aggregate principal amount of $384,615.38 and was issued for $350,000 (reflecting an original issue discount). The Note matures on the earlier of September 16, 2027 or the Option Closing Date.

Key Details

• Principal and proceeds: $384,615.38 principal; $350,000 purchase price (original issue discount).
• Interest and payment: 7% per annum interest, payable monthly in cash (or, subject to conditions, in common stock at the Amortization Price).
• Conversion and dilution limits: Holder may convert at $4.28 per share (subject to adjustment), with a floor of $1.07 (adjusted semiannually); beneficial ownership limit is 4.99% (can be increased to 9.99% with 61 days’ notice).
• Repayment features and security: Monthly amortization begins Jan 1, 2027 (company may satisfy with stock under conditions); mandatory prepayment of 33% of net proceeds from any subsequent offering; obligations secured by substantially all company assets; default rate rises to 18% upon an Event of Default.

Why It Matters This filing documents a small, secured financing that creates a new debt obligation and potential equity dilution if converted or if interest/amortization is paid in stock. Key investor considerations are the conversion mechanics (conversion price and floor), the beneficial ownership cap that limits immediate dilution, monthly cash interest and upcoming amortization starting January 2027, and the fact the debt is secured by substantially all assets (increasing the holder’s claim priority). The mandatory 33% prepayment on future financing proceeds could affect how Profusa structures any later capital raises. The full Note is filed as an exhibit to the 8-K for investors seeking detailed terms.