Business Context and Reporting Period
This Form 8-K Current Report for Profusa, Inc. (PFSA) covers events occurring between September 29, 2025, and October 7, 2025. The filing details the execution of a collateral control agreement related to a senior secured convertible note financing, amendments to the Company's Bylaws regarding quorum requirements, and the adjournment of a Special Meeting of stockholders due to a lack of quorum.
Key Financial Metrics and Agreements
- Financing Structure: The Company is executing a multi-tranche convertible note agreement with Ascent Partners Fund LLC.
- First Tranche: $10,000,000 principal (closed July 11, 2025).
- Second Tranche: $2,222,222 principal for a $2,000,000 purchase price (closed September 30, 2025).
- Third Tranche: $5,555,556 principal for a $5,000,000 purchase price (subject to conditions).
- Fourth Tranche: $4,444,444 principal for a $4,000,000 purchase price (subject to conditions).
- Collateral: The Company's Bitcoin reserve is pledged as collateral. An Account Control Agreement was executed on October 1, 2025 (effective September 29, 2025), involving BitGo Prime LLC and BitGo Trust Company, Inc. as Delegate and Custodian.
- Custodial Fees: The Company pays a collateral management fee of 3 basis points on the U.S. monthly digital assets held.
- Digital Treasury: The Company announced the completion of a second $1 million investment in digital treasury assets.
Note: This filing does not provide specific revenue, profit, cash flow, or margin figures for the period.
Material Changes and Corporate Actions
- Bylaw Amendment: On October 7, 2025, the Board amended the Bylaws to lower the quorum requirement for stockholder meetings from a majority (50% + 1) to 33 1/3% of voting power present in person or by proxy.
- Meeting Adjournment: A Special Meeting of stockholders convened on October 7, 2025, was adjourned because the Company failed to achieve a quorum under the previous majority requirement. The meeting is rescheduled for October 20, 2025.
- Collateral Control: Implementation of joint control over Bitcoin reserves, shifting to exclusive control by the lender (Ascent) upon an event of default.
Outlook, Risks, and Contingencies
- Financing Conditions: The Third and Fourth tranches of the financing are contingent on specific milestones, including the full conversion or repayment of prior tranches, the effectiveness of a registration statement, the absence of Nasdaq listing deficiencies, and stockholder approval.
- Governance Risk: The inability to secure a quorum for the Special Meeting under the old rules necessitated the Bylaw amendment and meeting adjournment, highlighting potential challenges in stockholder engagement.
- Default Provisions: The Control Agreement grants the lender exclusive control over the digital asset collateral if an event of default occurs, posing a risk to the Company's asset liquidity.
Investor Verification Checklist
- Verify the status of the rescheduled Special Meeting on October 20, 2025, and whether the 33 1/3% quorum threshold is met.
- Confirm the specific conditions required to unlock the Third and Fourth tranches of the $14.4 million remaining financing.
- Review the full text of the Account Control Agreement (Exhibit 10.1) to understand the specific triggers for "Exclusive Control" of the Bitcoin collateral.
- Monitor the Company's Nasdaq listing status to ensure no deficiencies arise that would block future financing tranches.
- Assess the impact of the 3 basis point custodial fee on the Company's ongoing operational expenses.