--- title: "Profusa issues $769,230.77 secured convertible note to Ascent Partners" url: "https://aibio.space/news/profusa-issues-769-230-77-secured-convertible-note-ascent-partners/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-10-15" section: "Debt Financing" tickers: "NASDAQ:PFSA" source: "https://www.sec.gov/Archives/edgar/data/1859807/000121390026109558/ea0308701-8k_profusa.htm" summary: "The note carries 7% interest, converts at $4.28 a share and matures in October 2027." --- By the aibio.space news desk. Sources - [SEC EDGAR Form 8-K](https://www.sec.gov/Archives/edgar/data/1859807/000121390026109558/ea0308701-8k_profusa.htm) - [Profusa, Inc. financial data (SEC XBRL)](https://www.sec.gov/Archives/edgar/data/1859807/000121390026044046/) [PFSA](https://aibio.space/companies/profusa/) 2026-10-15 # Profusa issues $769,230.77 secured convertible note to Ascent Partners Tickers [PFSA](https://aibio.space/companies/profusa/) The note carries 7% interest, converts at $4.28 a share and matures in October 2027. ## Key facts - **Company**: Profusa, Inc. (NASDAQ: PFSA) - **News type**: Debt Financing - **Primary source**: [SEC EDGAR Form 8-K](https://www.sec.gov/Archives/edgar/data/1859807/000121390026109558/ea0308701-8k_profusa.htm) *Trading screens with price charts. CC0, via rawpixel. The picture shows the field, not the companies named.* ## The note and its terms Profusa, Inc. issued a senior secured convertible promissory note in the principal amount of $769,230.77 to Ascent Partners Fund LLC on October 15, 2026, according to a Form 8-K. The purchase price was $700,000.00, and the note was issued with original issue discount. It was issued under a securities purchase agreement dated February 11, 2025, among Profusa, Ascent and other purchasers. Ascent is also collateral agent. The filing names no placement agent or underwriter. The note matures on the earlier of October 15, 2027 and the closing of an option exercise under an option agreement dated July 31, 2026. It bears interest at 7% a year, payable monthly, and the rate rises to 18% after an event of default. Interest can be paid in shares under certain equity payment conditions. Monthly principal payments begin January 1, 2027. The company may prepay on ten business days' written notice, but cash repayments other than mandatory ones carry a 5% cash payment fee, and late payments carry a 10% late fee. If the company completes a later offering, it must prepay 33% of the net proceeds in cash. The note is secured by a security agreement and an intellectual property security agreement, and it ranks equally with the other notes under the purchase agreement. ## Conversion, the floor and the stock Ascent may convert at any time into common stock at $4.28 a share, subject to adjustment. The conversion price cannot fall below a floor of $1.07 a share. On each six-month anniversary, the floor drops to 20% of the lower of the prior closing price and the five-day average closing price, if the floor is then higher than that figure. Monthly principal payments can be paid in stock at the amortization price, which is the lower of the conversion price and 95% of the lowest VWAP over the ten trading days before the payment date. The conversion price also adjusts for later equity sales at an effective price below the then-current conversion price. A falling share price pushes the floor down and lets stock-settled payments cover more shares. Ascent's conversion is capped at 4.99% of outstanding common stock, a limit Ascent can raise to 9.99% on 61 days' notice. The company may not issue shares beyond the Exchange Cap without stockholder approval, and it must pay cash for any part of the note that cannot be converted because of that cap. The note's default terms add pressure. Events of default include payment defaults, covenant breaches, cross-defaults on debt above $200,000, bankruptcy, a change of control, the stock becoming penny stock and failure to deliver conversion shares on time. While the notes exceed $200,000 in principal, the company is also bound by negative covenants on new debt and liens. ## Cash, losses and the gaps The annual report shows a net loss of $35.8 million for 2025, against $9.2 million for 2024. Cash used in operations rose to $16.2 million in 2025 from $2.1 million in 2024. Research and development expense was $2.8 million in 2025 and $1.6 million in 2024. Revenue was $100,000 for 2024. Cash is the weak point. Year-end cash and cash equivalents were $1.8 million for 2025, according to a 10-Q filed May 15, 2026, and $191,000 for 2024. At June 30, 2026, cash and cash equivalents were $719,000, per the company's 10-Q. Against $16.2 million of operating cash use in 2025, a balance of $719,000 at mid-year leaves little room, and the note's cash payment and late fee terms add to the pressure. The 8-K does not say how Profusa will use the money, and it does not describe the company's clinical programs, the status of its products or any clinical results. ## What comes next The note matures on October 15, 2027 unless the option closing comes first. Monthly principal payments start January 1, 2027, and they may be paid in shares. Any later offering must trigger a 33% cash prepayment. The stock-settled payment mechanism means the share count can rise without a new financing. [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 $769,230.77 secured convertible note to Ascent Partners", 2026-10-15, https://aibio.space/news/profusa-issues-769-230-77-secured-convertible-note-ascent-partners/