Business Context and Reporting Period
This Form 8-K filing by Profusa, Inc. (PFSA) reports on events occurring on December 29, 2025. The company, incorporated in Delaware and listed on The Nasdaq Stock Market, is an emerging growth company. The filing primarily discloses the entry into Amendment No. 3 to a Securities Purchase Agreement with Ascent Partners Fund LLC and other purchasers.
Key Financial Metrics and Debt Structure
The filing details specific terms regarding debt instruments (Notes) and potential future capital raises rather than reporting standard period-over-period financial performance metrics like revenue or operating cash flow.
- Debt Instrument: The company has outstanding Notes under a Securities Purchase Agreement originally dated February 11, 2025.
- Proposed Additional Financing: Under Amendment No. 3, purchasers are obligated to buy additional Notes with an aggregate principal amount of up to $5,555,556 for a purchase price of up to $5,000,000.
- Contingent Financing: If certain conditions (specifically regarding Nasdaq listing status) are not met, the initial purchaser may be obligated to purchase a reduced principal amount of up to $3,333,333.60 for a price of up to $3,000,000.
- Conversion Floor Price: The amendment establishes a new "Floor Price" of $0.35 per share for the Notes, meaning the conversion price shall not be less than this amount.
- Prepayment Obligations: The amendment modifies the Mandatory Prepayment Amount for subsequent equity offerings to 33.3% of net proceeds under the current S-1 registration or 50.0% under future S-1 filings.
Note: The filing text does not provide clear values for total revenue, net profit, operating cash flow, or total debt outstanding as of the reporting date.
Material Changes Versus Prior Period
The filing outlines a progression of amendments to the company's financing terms:
- Amendment No. 1 (Prior): Modified conversion price provisions to the lower of the conversion price or 95% of the 10-day VWAP, with a floor of 20% of the closing price preceding the amendment.
- Amendment No. 2 (Dec 22, 2025): Temporarily lowered the Floor Price to $0.111 per share for up to 13,650,000 shares during a "Modification Period" ending upon the effectiveness of a reverse stock split (expected Jan 2026). After this period or cap, the floor was set to revert to $0.14.
- Amendment No. 3 (Dec 29, 2025 - Current): Significantly increased the Floor Price to $0.35 per share effective immediately. It also introduced the obligation for purchasers to fund a third tranche of Notes up to $5.56 million principal, subject to specific conditions.
Guidance, Outlook, and Risks
Conditions for Additional Funding: The obligation for purchasers to fund the additional $5.56 million in Notes is contingent upon:
- Reduction of the First and Second Tranche principal balances to zero via conversion or repayment.
- Absence of any Nasdaq continued-listing deficiency notice.
- Effectiveness of a Registration Statement covering all conversion shares.
- Receipt of required Stockholder Approval.
Reverse Stock Split: The company expects to present a reverse stock split to stockholders in January 2026 for approval. The terms of the Second Amendment were tied to the timing of this event.
Risks and Contingencies: The filing highlights the risk of Nasdaq listing deficiencies. If a deficiency notice exists, the funding obligation for the third tranche is reduced to approximately $3.33 million principal. Additionally, the company faces mandatory prepayment obligations from future equity raises to repay these Notes.
Key Facts for Investor Verification
- Verify the current status of the company's Nasdaq continued-listing compliance, as this directly impacts the ability to secure the full $5.56 million in additional funding.
- Confirm the status of the reverse stock split expected in January 2026 and its impact on share count and price.
- Review the outstanding principal balance of the First and Second Tranche Notes to determine if the condition for the Third Tranche (reduction to zero) is feasible.
- Assess the implications of the new $0.35 Floor Price on the dilution potential of the Notes compared to the previous $0.111 and $0.14 floors.
- Check the Registration Statement (File No. 333-290805) status to ensure it covers all conversion shares as required for the new funding tranche.