Business Context and Reporting Period
This Form 8-K filing by Profusa, Inc. (PFSA) reports material definitive agreements entered into on December 22, 2025. The company is an emerging growth company incorporated in Delaware, with principal executive offices in Berkeley, California.
Key Financial Metrics and Agreements
The filing details amendments to two primary financing instruments with Ascent Partners Fund LLC:
- Securities Purchase Agreement (Equity Line): The company maintains an agreement to sell up to $100,000,000 of common stock. Amendment No. 1 modifies the "Floor Price" to $0.111 per share for up to 13,650,000 shares during a specific "Modification Period" ending prior to a potential reverse stock split in January 2026. After this period or cap, the Floor Price reverts to $0.14.
- Senior Secured Convertible Promissory Note: Amendment No. 2 eliminates amortization provisions and related payments previously required under the note. It also revises the Mandatory Prepayment Amount for subsequent Equity Line of Credit offerings to 33.3% of net proceeds.
Note: This filing does not contain revenue, profit, cash flow, or balance sheet data.
Material Changes Versus Prior Period
The material changes reported are contractual amendments rather than operational performance shifts:
- Price Floor Adjustment: The minimum sale price for shares under the equity line was temporarily lowered from $0.14 to $0.111 to facilitate sales during the Modification Period.
- Debt Service Relief: The removal of amortization payments on the Senior Secured Convertible Promissory Note alters the company's immediate cash outflow obligations compared to the terms established in February and August 2025.
- Prepayment Terms: The obligation to prepay debt upon raising new equity capital was standardized to 33.3% of net proceeds for Equity Line of Credit transactions.
Guidance, Outlook, and Risks
Outlook and Contingencies: The filing references an expected reverse stock split to be presented to stockholders in January 2026. The modified Floor Price of $0.111 is contingent on this event and applies only until the split becomes effective or the share cap is reached.
Risks: The company faces dilution risks associated with the issuance of up to 13,650,000 shares at the reduced floor price. Additionally, the company remains subject to the mandatory prepayment terms on its convertible note if it secures further equity financing.
Investor Verification Checklist
- Verify the status and approval timeline of the reverse stock split expected in January 2026.
- Confirm the total outstanding principal balance of the Senior Secured Convertible Promissory Note.
- Review the full text of Exhibit 10.1 (SPA Amendment) and Exhibit 10.2 (Note Amendment) for specific conditions precedent.
- Monitor the volume of shares sold under the equity line at the $0.111 price point to assess dilution impact.