aibioProfusa sells senior secured convertible note to Ascent Partners Fund
Tickers PFSA
Ascent Partners Fund LLC bought the note as initial purchaser and also acts as collateral agent. The $384,615.38 note was sold for $350,000, and Profusa had $719,000 in cash and cash equivalents at June 30, 2026.
Key facts
- Company
- Profusa, Inc. (NASDAQ: PFSA)
- News type
- Debt Financing
- Primary source
- Profusa, Inc. 8-K (2026-09-16)
The September 16 closing
Profusa, Inc. completed an additional closing on September 16, 2026, under a securities purchase agreement dated February 11, 2025. In the closing it issued Ascent Partners Fund LLC a senior secured convertible promissory note with a principal amount of $384,615.38. The note was sold for an aggregate purchase price of $350,000.00, reflecting original issue discount. The 8-K gives no other proceeds figure.
Ascent is the initial purchaser under the agreement and also acts as collateral agent for the purchasers. Jack Stover, chief executive officer, signed the 8-K. The filing names no placement agent, underwriter, financial advisor or counsel, and it does not state a use of proceeds.
Maturity, interest and amortization
The note matures on the earlier of September 16, 2027 and an option closing date defined in the note. It bears interest at 7% a year, payable in cash on the first day of each month and at maturity. The company may pay interest in shares at the amortization price, if equity payment conditions are met.
Monthly amortization payments start January 1, 2027. The company may also pay those in shares at the amortization price, subject to the same conditions.
Conversion price and ownership limit
The holder may convert the note into common stock at $4.28 a 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 under a formula in the note. The 8-K does not give that formula.
The beneficial ownership limit is 4.99% of outstanding common stock. The holder may raise it to 9.99% on 61 days' written notice.
Prepayment, default and security
The company must prepay 33% of the net proceeds from any subsequent offering, as that term is defined in the note. An event of default raises the interest rate to 18% a year, the default rate, and lets the holder make all amounts due immediately. Events of default include a failure to pay principal or interest, breach of covenants or representations, bankruptcy, delisting from an eligible market, and a failure to deliver conversion shares when due.
The note is secured by substantially all of the company's assets under the security agreements entered into with the purchase agreement.
The company's finances
The company's filings show revenue of $100,000 for 2024. The net loss was $35.8 million for 2025, against $9.2 million for 2024. Research and development expense was $2.8 million in 2025, up from $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 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.
Against $16.2 million of cash used in operations in 2025, the June 30 balance is small. A note convertible at $4.28 a share, with a 33% prepayment on future offerings, adds a claim on any cash the company raises.
What comes next
Interest is payable in cash on the first day of each calendar month, and monthly amortization begins January 1, 2027. The note matures September 16, 2027, unless the option closing date comes first. The 8-K sets no operating timetable and does not say how the company will meet those payments.