Profusa Inc.
09/01/2026 | Press release | Distributed by Public on 09/01/2026 06:16
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
Senior Secured Convertible Promissory Note
On September 1, 2026, Profusa, Inc., a Delaware corporation (the "Company"), completed an additional closing under that certain Securities Purchase Agreement, dated as of February 11, 2025 (as amended, the "Purchase Agreement"), by and among the Company, Ascent Partners Fund LLC, a Delaware limited liability company ("Ascent"), as initial purchaser, and Ascent, as collateral agent for the purchasers party thereto. In connection with the additional closing, the Company issued to Ascent a Senior Secured Convertible Promissory Note in the aggregate principal amount of $329,670.33 (the "Note") for an aggregate purchase price of $300,000.00 (reflecting original issue discount).
The Note was issued with original issue discount and matures on the earlier of (i) September 1, 2027 and (ii) the Option Closing Date (as defined in the Note). The material terms of the Note are summarized below:
| ● | Interest. The Note bears interest at a rate of 7% per annum, payable in cash on the first day of each calendar month and on the maturity date. Interest may be paid in shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), at the Amortization Price (as defined in the Note), subject to satisfaction of the Equity Payment Conditions (as defined in the Note). |
| ● | Conversion. The Note is convertible at the option of the holder into shares of Common Stock at a conversion price of $4.28 per share (the "Conversion Price"), subject to adjustment. The Conversion Price shall at no time be less than the Floor Price of $1.07, subject to adjustment on each six-month anniversary of the Original Issue Date based on the Adjusted Floor Price formula set forth in the Note. |
| ● | Beneficial Ownership Limitation. The Note is subject to a beneficial ownership limitation of 4.99% of the Company's outstanding Common Stock, which may be increased to 9.99% upon 61 days' prior written notice by the holder. |
| ● | Amortization. Commencing January 1, 2027, monthly amortization payments are due under the Note. Amortization payments may, at the Company's option subject to satisfaction of the Equity Payment Conditions, be made in shares of Common Stock valued at the Amortization Price. |
| ● | Mandatory Prepayment. The Company is required to make a mandatory prepayment of 33% of the net proceeds from any Subsequent Offering (as defined in the Note). |
| ● | Events of Default. The Note includes customary events of default, including failure to pay principal or interest when due, breach of covenants or representations, bankruptcy or insolvency, delisting of Common Stock from any eligible market, and failure to deliver conversion shares when due. Upon an Event of Default (as defined in the Note), the interest rate increases to 18% per annum (the "Default Rate"), and all outstanding obligations under the Note may become immediately due and payable at the holder's election. |
| ● | Security. The Company's obligations under the Note are secured by substantially all of the Company's assets pursuant to security agreements previously entered into in connection with the Purchase Agreement. |
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above with respect to the Note is incorporated by reference into this Item 2.03.
Profusa Inc. published this content on September 01, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on September 01, 2026 at 12:19 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]