Profusa, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Profusa, Inc. (PFSA) on August 21, 2026, covering events occurring on August 12, 2026, and August 19, 2026. The filing details material amendments to existing financing agreements and the issuance of new debt securities with Ascent Partners Fund LLC.
Key Financial Metrics and Transactions
- New Debt Issuance: The Company issued a Senior Secured Convertible Promissory Note with a principal amount of $714,285.72 for a purchase price of $650,000.00.
- Debt Exchange: The Company agreed to exchange existing notes totaling $6,137,958.66 (comprising $5,529,722.96 principal and $608,235.70 accrued interest) for Series A Non-Voting Convertible Preferred Stock.
- Interest Rates: The new Note bears interest at 7% per annum, increasing to 18% upon an Event of Default.
- Conversion Terms: The new Note is convertible at $1.07 per share. The exchanged Preferred Stock converts to Common Stock at an effective price of $4.28 per share.
- Liquidity and Cash Flow: The filing does not provide specific cash flow statements, balance sheet totals, or revenue figures. It focuses solely on the terms of the financing transactions.
Material Changes and Agreements
- Amendment No. 5: Amended the Securities Purchase Agreement to add a new selectable Note form and adjusted the exercise price of a warrant issued on April 20, 2026, to $1.07 per share.
- Amortization: The new Note requires monthly amortization payments commencing December 1, 2026, which may be paid in cash or Common Stock.
- Mandatory Prepayment: The Company must prepay 33% of net proceeds from any Subsequent Offering toward the new Note.
- Security: Obligations under the new Note are secured by substantially all of the Company's assets.
Outlook, Risks, and Contingencies
- Default Risks: Events of Default include failure to pay, breach of covenants, bankruptcy, or delisting. Upon default, the interest rate jumps to 18%, and the entire obligation may become immediately due.
- Dilution: The Note includes a beneficial ownership limitation of 4.99% (increasable to 9.99%), which may limit the Company's ability to issue shares upon conversion or amortization.
- Equity Payment Conditions: The ability to pay interest and amortization in stock is subject to specific Equity Payment Conditions defined in the Note.
Investor Verification Checklist
- Verify the full text of Amendment No. 5 (Exhibit 10.1) to understand the specific "Equity Payment Conditions" restricting stock payments.
- Review the Certificate of Designation for the Series A Preferred Stock to confirm the automatic conversion timeline and ratio.
- Assess the Company's current cash position to determine its ability to meet the 7% cash interest payments and the mandatory 33% prepayment on future offerings.
- Confirm the status of the "Subsequent Offering" definition to evaluate potential immediate prepayment triggers.
- Check the Company's compliance with the 4.99% beneficial ownership limitation to ensure future conversions are not blocked.