Profusa, Inc.: amends April 2026 convertible notes

What happened

• Profusa, Inc. reported that on Oct 4, 2026 it entered into Amendment No. 1 to the Apr 2, 2026 note and Amendment No. 1 to the Apr 20, 2026 note with Ascent Partners Fund LLC.
• The April 2 Note was issued Apr 2, 2026 with a principal amount of $555,555.55 for a purchase price of $500,000.00, maturing Apr 2, 2027. The April 20 Note was issued Apr 20, 2026 with a principal amount of $1,111,111.11 for a purchase price of $1,000,000.00, maturing Apr 20, 2027.
• The Amendments revise conversion pricing, set a fixed floor price, define a reserve amount for the applicable April Note, and include waivers of certain anti-dilution provisions for other specified notes.

Key details

• Conversion price: replaced so that on any Conversion Date the Conversion Price equals the greater of (i) $1.20 and (ii) 95% of the lowest daily VWAP of the Common Stock during the five Trading Days immediately preceding the Conversion Date, subject to adjustment and not less than the Floor Price.
• Floor price: the Floor Price definition was replaced with a fixed Floor Price of $0.338 per share.
• Reserve amount: solely for the applicable April Note, “Reserve Amount” means 150% of the maximum aggregate number of shares then issued or potentially issuable under the Transaction Documents, calculated using the then-effective Floor Price and other specified assumptions.
• Waiver: Ascent waived Sections 5(b) and 5(c) of the $714,285.71 note issued Aug 12, 2026, the $329,670.33 note issued Sep 1, 2026 and the $384,615.38 note issued Sep 16, 2026.

Why it may matter

• Item 1.01: entry into a material definitive agreement — the filing covers the Amendments to the Apr 2, 2026 and Apr 20, 2026 senior secured convertible promissory notes under the Purchase Agreement.
• Item 2.03: creation of a direct financial obligation — the filing also references the notes as direct financial obligations created under the Purchase Agreement.
• The filing does not show why the insider traded or why the company acted.