Business Context and Reporting Period
Company: Profusa, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: July 28, 2025
Event: Entry into a Material Definitive Agreement (Securities Purchase Agreement) with Ascent Partners Fund LLC.
Key Financial Metrics and Transaction Terms
- Maximum Aggregate Purchase Price: Up to $100,000,000 in common stock.
- Pricing Mechanism: 97% of the lowest volume-weighted average price (VWAP) during a 10-day or fewer valuation period, subject to a floor price.
- Single Closing Limit: Lower of $5,000,000 or 100% of the average daily traded value for the five trading days preceding the closing.
- Ownership Caps: Issuance limited to 19.9% of outstanding common stock (exchange cap); Purchaser beneficial ownership limited to 9.99% post-issuance.
- Commitment Warrants: Issuance of warrants to purchase 900,000 shares at $0.01 per share (reduces to 450,000 shares if no purchases occur within 100 days).
- Term: Expires July 27, 2028, or upon full utilization/termination.
Material Changes and Use of Proceeds
The filing discloses a new financing facility rather than historical financial performance changes. Key operational changes include:
- Use of Proceeds: Exclusively for the purchase of Bitcoin (which may be used for debt repayment), provided the Company's cash balance exceeds $5,000,000 on the Closing Date.
- Cash Floor Requirement: If cash is below $5,000,000, proceeds must first restore the balance to that threshold before Bitcoin purchases.
- Prohibitions: Proceeds cannot be used for executive compensation, distributions, or repayment of indebtedness to security holders.
- Restrictions: Company is restricted from entering other equity lines, at-the-market transactions, or exchange transactions without Purchaser consent.
Guidance, Risks, and Contingencies
- Registration Rights: Company must file a registration statement within 10 days and use best efforts to have it declared effective within 30 days for resale of securities.
- Delivery Obligations: Shares must be delivered as DWAC shares on the Advance Notice date; failure may result in rescission or cover costs.
- Market Risk: Pricing is tied to VWAP, exposing the Company to market volatility during valuation periods.
- Termination: Either party may terminate the agreement at any time.
Investor Verification Checklist
- Verify the Company's current cash balance to determine if proceeds will immediately fund Bitcoin purchases or first replenish cash reserves.
- Review the attached Securities Purchase Agreement (Exhibit 10.1) for specific floor price details and valuation period mechanics.
- Monitor the filing of the registration statement required within 10 days of the agreement date.
- Assess the impact of the 19.9% exchange cap and 9.99% beneficial ownership limit on future capital raising flexibility.
- Confirm the status of the Commitment Warrants and whether the 100-day utilization window has been triggered.