Profusa, Inc. — Form 8-K Summary
Reporting event: The report is dated October 4, 2026, and was filed October 5, 2026. It covers amendments to two senior secured convertible notes held by Ascent Partners Fund LLC. This is a financing update, not a report of operating results.
Financial and transaction details
- The April 2, 2026 note has principal of $555,555.55 and was issued for $500,000; the April 20, 2026 note has principal of $1,111,111.11 and was issued for $1,000,000. Together, the notes represent $1,666,666.66 of principal issued for $1,500,000. Both mature in April 2027.
- Before amendment, each note had a fixed $0.50 conversion price, subject to adjustment and a floor based on 20% of the common stock’s closing sale price on the specified amendment date.
- As amended, the conversion price on a conversion date is the greater of $1.20 and 95% of the lowest daily VWAP during the preceding five trading days, subject to adjustment and a minimum floor price of $0.338 per share.
- For each applicable April note, the share reserve is defined as 150% of the maximum aggregate shares issued or potentially issuable under the transaction documents, calculated using the then-effective floor price and ignoring conversion or exercise limits. The filing does not state a specific share count.
- The amendments also waive specified anti-dilution provisions for three other Ascent notes issued August 12, September 1 and September 16, 2026. Those notes otherwise remain unchanged.
Material changes, obligations and risks
- The amendments apply only to the two April notes; other notes under the purchase agreement are not otherwise changed. The amendments do not constitute a novation, waive any default, or require Ascent to make further purchases.
- Company parties reaffirmed guaranties and liens securing the obligations, released Ascent and related parties from claims, and agreed to reimburse specified purchaser-party costs and expenses.
- Effectiveness depends on payment of all then-due obligations, including invoiced costs and fees. The collateral agent may terminate an amendment if it has not become effective within two business days.
- The filing reports no revenue, profit, cash flow, margins, or liquidity metrics and provides no business guidance. It identifies potential note conversions and resulting share issuance and dilution as forward-looking matters, subject to market, economic and other risks described in the company’s SEC filings.
Key facts for investors to verify
- Review Exhibits 10.1 and 10.2 for the complete amendment language, including the conversion-price mechanics and conditions to effectiveness.
- Confirm whether all obligations and invoiced fees were paid and the amendments became effective within the stated period.
- Monitor conversions, actual shares reserved or issued, and potential dilution; the filing does not provide a share-reserve count or estimate of future conversions.
- Review the terms and outstanding balances of the other Ascent notes, including the notes affected by the anti-dilution waivers.