Profusa sells another senior secured convertible note to Ascent

Profusa, Inc. completed an additional closing on September 1, 2026 under a securities purchase agreement dated February 11, 2025, according to a Form 8-K filed the same day. In the closing, the company issued Ascent Partners Fund LLC a senior secured convertible promissory note with a principal amount of $329,670.33. The note was sold for an aggregate purchase price of $300,000.00, reflecting original issue discount. Ascent Partners Fund LLC is the initial purchaser and also acts as collateral agent for the purchasers. The filing names no placement agent or underwriter, and it does not state a use of proceeds.

Note terms

The note was issued with original issue discount: the company is to receive $300,000.00 for a note with $329,670.33 of principal. It matures on the earlier of September 1, 2027 and the Option Closing Date, as defined in the note. It bears interest at 7% a year, payable in cash on the first day of each month and at maturity. Interest may be paid in shares at the amortization price, subject to equity payment conditions. Monthly amortization payments start January 1, 2027, and may also be paid in shares at the company's option under those conditions. The 8-K leaves the amortization price, the equity payment conditions and the floor price adjustment formula to the note, so it does not say at what price those shares would be issued.

The note is convertible at the option of the holder, so the timing of any new shares rests with the noteholder. The holder may convert at $4.28 per share, subject to adjustment. The conversion price cannot fall below a floor of $1.07, which is adjusted on each six-month anniversary of the original issue date. The beneficial ownership limit is 4.99%, which the holder may raise to 9.99% on 61 days' prior written notice.

The company must prepay 33% of the net proceeds of any subsequent offering, so a share of any later equity raise goes to the noteholder before the company keeps it. An event of default raises the interest rate to 18% a year and lets the holder make all amounts due immediately. Events of default include failure to pay principal or interest, covenant or representation breaches, bankruptcy, delisting of the common stock from an eligible market, and failure to deliver conversion shares when due. The note is secured by substantially all company assets under security agreements entered into with the purchase agreement.

Company finances

Profusa's common stock trades as PFSA on the Nasdaq Stock Market. The financial figures show a sharp deterioration. Revenue was $100,000 in 2024. The net loss was $35.8 million in 2025, up from $9.2 million in 2024. Cash used in operations rose to $16.2 million in 2025 from $2.1 million in 2024, and research and development expense rose to $2.8 million from $1.6 million.

Cash and cash equivalents were $191,000 at year-end 2024 and $1.8 million at year-end 2025, according to the company's filings. At June 30, 2026, cash and cash equivalents were $719,000, well below the $16.2 million used in operations in 2025. The 8-K does not say how the company plans to cover operating costs after that balance, and it describes no milestone or plan for the money.

What comes next

Amortization payments begin January 1, 2027, and the note matures on September 1, 2027 unless the Option Closing Date comes earlier. The 8-K leaves the Option Closing Date to the note's own definition. The 8-K was signed by Chief Executive Officer Jack Stover.

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