Business Context and Reporting Period
Company: Profusa, Inc. (PFSA)
Filing Type: Form 8-K (Current Report)
Date of Report: August 25, 2025
Reporting Period: Specific event date of August 25, 2025.
Context: The filing discloses the entry into material definitive agreements amending a previously executed Securities Purchase Agreement and Senior Secured Convertible Promissory Note with an institutional investor (Ascent Partners Fund LLC).
Key Financial Metrics and Capital Structure
This filing does not report operational financial metrics such as revenue, profit, cash flow, or margins. It focuses exclusively on debt financing terms and capital structure adjustments.
- Existing Debt (First Tranche): $10,000,000 principal amount (closed July 11, 2025).
- Proposed Second Tranche: $2,222,222 principal amount for a purchase price of $2,000,000.
- Proposed Third Tranche: $5,555,556 principal amount for a purchase price of $5,000,000.
- Proposed Fourth Tranche: $4,444,444 principal amount for a purchase price of $4,000,000.
- Total Potential Principal: $22,222,222 across four tranches.
- Conversion Floor Price: 20% of the closing sale price of common stock on August 22, 2025.
Material Changes Versus Prior Period
The filing details significant amendments to the February 11, 2025, financing agreements:
- Restructuring of Closings: The original "Additional Closings" provisions were replaced with a defined four-tranche structure. The First Tranche ($10M) has already closed.
- Conditional Future Closings:
- Second Tranche: Subject to filing a Form S-1 registration statement and no Nasdaq listing deficiency.
- Third Tranche: Subject to full conversion/repayment of the First Tranche, S-1 effectiveness, no Nasdaq deficiency, and stockholder approval.
- Fourth Tranche: Subject to full repayment of First and Second Tranches, 50% repayment/conversion of the Third Tranche, S-1 effectiveness, and no Nasdaq deficiency.
- Conversion Price Adjustment: The conversion price for the Notes was amended to be the lower of the existing Conversion Price or 95% of the lowest daily VWAP over the ten trading days preceding the conversion date, subject to the 20% floor price.
Guidance, Outlook, and Risks
Management Commentary: The filing is a disclosure of contractual amendments and does not contain forward-looking guidance on revenue or earnings.
Risks and Contingencies:
- Regulatory and Listing Risks: Future funding tranches are contingent on the absence of Nasdaq listing deficiencies and the effectiveness of a registration statement (Form S-1).
- Stockholder Approval: The Third Tranche requires stockholder approval.
- Repayment Obligations: Access to later tranches (Third and Fourth) is contingent upon the repayment or conversion of earlier tranches, creating a sequential funding dependency.
- Dilution Risk: The amended conversion price formula (95% of lowest 10-day VWAP) may result in significant dilution to existing shareholders if the stock price declines.
Investor Verification Checklist
- Verify the current Nasdaq listing status of Profusa, Inc. to assess eligibility for the Second, Third, and Fourth tranches.
- Confirm the status of the Form S-1 registration statement referenced in the filing conditions.
- Review the stock price on August 22, 2025, to calculate the specific "Floor Price" for the conversion rate.
- Check for any pending stockholder votes required to approve the Third Tranche.
- Examine the full text of Exhibit 10.1 (SPA Amendment) and Exhibit 10.2 (Note Amendment) for detailed covenants and default provisions.