Business Context and Reporting Period
Company: Profusa, Inc. (PFSA)
Filing Type: Form 8-K (Current Report)
Date of Report: May 18, 2026
Reporting Period: Specific event date of May 18, 2026.
Context: The Company is an emerging growth company incorporated in Delaware. This filing details an "Other Event" regarding the execution of an equity line of credit.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or total debt levels. The only specific financial figures disclosed relate to the terms of the equity line of credit transaction:
- Advance Notice Cap: Up to 9.99% of shares outstanding per notice.
- Monetary Cap: $300,000 per Advance Notice.
- Purchase Price: 97% of the lowest volume-weighted average price (VWAP) of the common stock in the ten trading days prior to the Advance Notice date.
Material Changes
The filing reports a material change in the Company's capital structure and financing arrangements:
- Equity Line Activation: On May 18, 2026, Profusa submitted an Advance Notice to Ascent Partners Fund LLC ("Ascent") to purchase shares under an existing Securities Purchase Agreement (SPA) dated July 28, 2025, and amended on December 22, 2025.
- Payment Terms: For May 2026 notices, the purchase price is funded upon share delivery rather than upon Ascent's subsequent exit or sale.
- True-Up Mechanism: A new price adjustment mechanism was agreed upon. If 97% of the lowest VWAP during the "Adjustment Period" (from closing until Ascent sells all purchased shares) is lower than the closing price, the Company must issue additional shares to Ascent to equalize the aggregate share count.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, earnings outlook, or general management commentary beyond the description of the transaction mechanics.
Risks and Contingencies:
- Dilution Risk: The "True-Up Mechanism" creates a contingency where the Company may be required to issue additional shares if the stock price declines during the Adjustment Period, potentially increasing dilution beyond the initial calculation.
- Liquidity Dependency: The Company is utilizing an equity line of credit, indicating a reliance on this facility for liquidity.
Investor Verification Checklist
- Verify the exact number of shares requested in the Advance Notice submitted on May 18, 2026, to assess immediate dilution impact.
- Confirm the current share count outstanding to calculate the 9.99% cap limit.
- Review the full text of the amended Securities Purchase Agreement (dated December 22, 2025) to understand the total remaining capacity under the equity line.
- Monitor the stock's VWAP over the ten trading days preceding May 18, 2026, to determine the initial purchase price.
- Track the stock price during the "Adjustment Period" to evaluate the potential for additional share issuance under the True-Up Mechanism.