Business Context and Reporting Period
This Form 8-K was filed by Profusa, Inc. on April 6, 2026, reporting events occurring on April 2, 2026, and March 31, 2026. The filing details a material amendment to existing debt agreements with Ascent Partners Fund LLC and the entry into a non-binding Letter of Intent (LOI) to acquire assets from Bio Insights LLC.
Key Financial Metrics and Obligations
- Debt Issuance: Issued a senior secured convertible promissory note ("Third Tranche Note") with a principal amount of $555,555.55.
- Debt Terms: The note matures on April 2, 2027, accrues interest at 12% per annum, and includes a 5% cash payment fee on principal repayments.
- Conversion Rights: The Third Tranche Note is convertible at $0.50 per share, subject to a floor price and adjustments.
- Future Debt Capacity: Amendment No. 4 allows the Company to request additional convertible notes up to $12,222,222.
- Equity Issuance: Agreed to issue a warrant to Ascent for 1,111,111 shares of Common Stock at an exercise price of $0.50 per share.
- Proposed Acquisition Consideration: The LOI proposes a total consideration of $30,000,000 for the Bio Insights assets, to be paid entirely in equity (Common Stock and Preferred Stock).
Material Changes and Transactions
Amendment to Securities Purchase Agreement
On April 2, 2026, Profusa entered into Amendment No. 4 to its Securities Purchase Agreement and Pledge Agreement. This amendment modifies the "Release Condition" for pledged assets, requiring payment of $1,666,666.66 in aggregate principal of notes issued in additional closings. It also establishes a priority for mandatory prepayments, directing funds first to the new Additional Notes and then to notes issued in July and September 2025.
Proposed Acquisition of Bio Insights Assets
On March 31, 2026 (amended April 3, 2026), Profusa entered into a non-binding LOI to acquire the PanOmics assay and related know-how from Bio Insights LLC. The transaction is valued at $30,000,000 and is contingent on definitive agreements, closing conditions, and stockholder approval. The deal includes a 3% royalty on net revenue payable to Bio Insights.
Guidance, Outlook, and Risks
Management Commentary and Strategic Outlook
Management views the acquisition of PanOmics assets as a strategic move to capitalize on recent Centers for Medicare and Medicaid Services (CMS) guidance requiring next-generation sequencing (NGS) testing for oncology reimbursement. The Company believes this will de-risk the commercial pathway and provide immediate revenue potential while its LumeeOxygen product advances through clinical validation.
Financing Commitments
Profusa has agreed to use best efforts to conclude an equity financing of $10,000,000 within 30 days of the Proposed Transaction closing. A minimum of 15% of net proceeds from this and future financings (up to $2,000,000 aggregate) must be allocated to consulting, reagent costs, and capital equipment for the PanOmics assay.
Risks and Contingencies
- Transaction Uncertainty: The acquisition is non-binding and subject to customary closing conditions, due diligence, and stockholder approval by June 30, 2026.
- Dilution: The proposed transaction involves significant equity issuance, including 460,000 shares of Common Stock and Preferred Stock convertible into 59,540,000 shares of Common Stock.
- Lock-Up Provisions: Conversion shares from the Preferred Stock are subject to a seven-year lock-up with annual releases.
- Debt Obligations: The Third Tranche Note requires mandatory prepayments of 50% of net proceeds from subsequent offerings.
Investor Verification Checklist
- Verify the status of the definitive asset acquisition agreement with Bio Insights LLC and the timeline for stockholder approval.
- Confirm the terms of the proposed $10,000,000 equity financing and the Company's ability to secure it within 30 days of the acquisition closing.
- Review the full text of the Third Tranche Note and Amendment No. 4 to understand the specific triggers for mandatory prepayments and the impact on existing debt covenants.
- Assess the potential dilution impact of the 59,540,000 conversion shares and the 1,111,111 warrant shares on existing shareholders.
- Monitor the Company's progress in securing CMS reimbursement for the PanOmics assay to validate the revenue projections.