Profusa amends Ascent Partners convertible note terms

What the amendment changes

Profusa, Inc. signed Amendment No. 1 to a senior secured convertible promissory note issued on April 2, 2026 to Ascent Partners Fund LLC. The amendment is dated October 4, 2026, and it changes the terms of that note and of the securities purchase agreement dated February 11, 2025. The note's original principal amount is $555,555.56. Ascent is the holder of the note and also acts as collateral agent for the purchasers under the purchase agreement.

The amendment replaces the note's floor price with $0.338. It also replaces the conversion price. Under the new wording, the conversion price is the greater of $1.20 and 95% of the lowest daily VWAP of the common stock over the five trading days before a conversion date, and it may not fall below the $0.338 floor. On its face the $0.338 floor would not bind, because the greater-of formula never gives less than $1.20 unless the note's adjustment provisions lower it. The exhibit does not show how the conversion price compared with the note's earlier terms.

The amendment also sets a reserve for the amended note alone. The reserve equals 150% of the maximum number of shares issued or potentially issuable under the transaction documents. That count ignores conversion limits and assumes every conversion price sits at the floor price. The reserve therefore rests on the $0.338 figure, not on the market price.

Three later notes and their waivers

The amendment waives Sections 5(b) and 5(c) for three later notes held by Ascent. They are a $714,285.71 note issued on August 12, 2026, a $329,670.33 note issued on September 1, 2026, and a $384,615.38 note issued on September 16, 2026. The exhibit does not describe what those two sections cover. It says the amendment leaves all other notes issued under the purchase agreement unchanged.

Releases, costs and conditions

Profusa and its subsidiaries release Ascent and its related parties from claims and losses, whether or not they relate to a transaction document. The company also agrees that it may later learn facts that could have affected its willingness to give that release, and that the release still stands. Profusa reaffirmed its obligations under the transaction documents and the liens that secure them.

The purchasers are entitled to reimbursement of their fees, costs and expenses for negotiating and signing the amendment, under Section 6.2 of the purchase agreement. The exhibit refers to an Amendment Fee, but does not state its amount. The amendment's effective date is tied to the payment of obligations due on or before that date. If that effective date has not occurred within two business days, the collateral agent may end the amendment.

The exhibit names no placement agent, financial advisor, lender's counsel or company counsel. It describes no new funding.

The company's finances

The company's filings show revenue of $100,000 for 2024. Net loss was $35.8 million for 2025, against $9.2 million for 2024. Research and development expense was $2.8 million for 2025, up from $1.6 million for 2024. Cash used in operations was $16.2 million for 2025, against $2.1 million for 2024.

Year-end cash and cash equivalents were $1.8 million for 2025, according to a 10-Q filed May 15, 2026. For 2024 they were $191,000. At June 30, 2026, cash and cash equivalents were $719,000.

The gap between the company's cash and its cash burn is the central fact of this amendment. The company reported $16.2 million of cash used in operations in 2025 and had $719,000 in cash and cash equivalents at June 30, 2026. The exhibit does not say how the company plans to fund operations after that date.

What comes next

The reserve, the floor price and the conversion formula apply to conversions of the amended note once the amendment takes effect, and the waivers cover the three later notes from that date. The exhibit sets no timetable for payments by Profusa.

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