--- title: "Profusa issues $714,285.72 senior secured convertible note" url: "https://aibio.space/news/profusa-issues-714-285-72-senior-secured-convertible-note/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-08-12" section: "Debt Financing" tickers: "NASDAQ:PFSA" source: "https://www.sec.gov/Archives/edgar/data/1859807/000121390026092597/ea030279901ex10-2.htm" summary: "The note has a $650,000.00 purchase price and matures in August 2027. The filing names no placement agent or advisor." --- By the aibio.space news desk. Sources - [Profusa, Inc. 8-K (2026-08-21)](https://www.sec.gov/Archives/edgar/data/1859807/000121390026092597/ea030279901ex10-2.htm) [PFSA](https://aibio.space/companies/profusa/) 2026-08-12 # Profusa issues $714,285.72 senior secured convertible note Tickers [PFSA](https://aibio.space/companies/profusa/) The note has a $650,000.00 purchase price and matures in August 2027. The filing names no placement agent or advisor. ## Key facts - **Company**: Profusa, Inc. (NASDAQ: PFSA) - **News type**: Debt Financing - **Primary source**: [Profusa, Inc. 8-K (2026-08-21)](https://www.sec.gov/Archives/edgar/data/1859807/000121390026092597/ea030279901ex10-2.htm) *An executive reading charts on a tablet. Photo: Olu Eletu, CC0, via StockSnap. The picture shows the field, not the companies named.* Profusa, Inc., a Delaware corporation, issued a senior secured convertible promissory note to Ascent Partners Fund LLC, a Delaware limited liability company, dated August 12, 2026, according to an exhibit to a Form 8-K filed in August 2026. The principal amount is $714,285.72 and the purchase price is $650,000.00. The note was issued with original issue discount, so the company receives less than it owes. The note is one of a series issued under a Securities Purchase Agreement dated February 11, 2025, between Profusa and Ascent. The note names no placement agent, underwriter, financial advisor or counsel. It refers to a Collateral Agent without naming one. ## Interest, repayment and fees The note carries interest of 7% per annum, accruing daily and payable on the first day of each calendar month, on each conversion date and on the maturity date. After an event of default the rate rises to 18% per annum, or the maximum the law permits if lower. The company may pay interest in common stock if it meets the equity payment conditions, which include having its shares listed and its reports filed on time. The cover of the note gives the maturity date as August 12, 2027, while the operative text promises payment on August 11, 2027. Amounts repaid cannot be borrowed again. Principal also amortizes. Beginning on December 1, 2026 and on the first day of each month after, the company must pay the portion of principal set out in a schedule to the note. It may make those payments in common stock, valued at the lower of the conversion price and 95% of the lowest volume-weighted average price in the ten trading days before the payment date, if the equity payment conditions are met. Other terms favor the holder. After any later public or private offering or other debt or equity financing, the company must pay the holder 33% of the net proceeds in cash. A payment not made when due carries a late fee of 10%. When the company repays principal in cash outside a default, it owes a cash payment fee of 5% of the amount repaid. The company may prepay the note by paying the principal, accrued interest and other amounts due. ## Conversion and dilution The holder may convert the note into common stock at any time after the issue date. The note defines a floor price of $1.07. On each six-month anniversary of the issue date, the floor resets to the lower of the floor then in effect and 20% of the lower of two figures: the prior day's closing price and the average of the five prior closing prices. If the share price falls, the floor falls with it, and the holder receives more shares for each dollar converted. A change of control occurs if a person or group acquires 50% of the voting stock before any initial public offering, or 20% after one. It also occurs if the board turns over in any twelve consecutive months. ## Financial position Revenue was $100,000 in 2024. The net loss was $35.8 million in 2025, against $9.2 million in 2024. Research and development expense was $2.8 million in 2025 and $1.6 million in 2024. Cash used in operations was $16.2 million in 2025, against $2.1 million in 2024. Year-end cash and cash equivalents were $1.8 million at the end of 2025, according to a 10-Q filed May 15, 2026, and $191,000 at the end of 2024. Profusa had $1.8 million of year-end cash against $16.2 million used in operations in 2025, so a note with a purchase price of $650,000.00 covers a small part of that burn, while the amortization schedule, the 33% share of future raises and the monthly interest all draw on the same limited cash or on new shares. The note does not state a share price for its date, so the number of shares the holder could receive is not shown. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story PFSA Profusa, Inc. 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Cite as: aibio.space, "Profusa issues $714,285.72 senior secured convertible note", 2026-08-12, https://aibio.space/news/profusa-issues-714-285-72-senior-secured-convertible-note/