Profusa, Inc. has filed a Form 8-K with the Securities and Exchange Commission (SEC) regarding a significant financial development. The filing, dated October 15, 2026, outlines the issuance of a Senior Secured Convertible Promissory Note valued at $769,230.77 to Ascent Partners Fund LLC, which is noteworthy for investors and stakeholders.

Background on Profusa, Inc.

Profusa, Inc. is a medical technology company based in Berkeley, California, specializing in surgical and medical instruments. The company operates under the Central Index Key (CIK) number 0001859807 and is listed on the Nasdaq under the trading symbol PFSA. The Form 8-K is a current report used by publicly traded companies to disclose major events that shareholders should know about.

Details of the Filing

The filing, accession number 0001213900-26-109558, reveals that Profusa entered into a Securities Purchase Agreement with Ascent Partners Fund LLC, dated February 11, 2025. On October 15, 2026, the company issued a Senior Secured Convertible Promissory Note to Ascent for a principal amount of $769,230.77, with a purchase price of $700,000. This note was issued with an original issue discount.

Key terms of the note include:

  • Maturity and Interest: The note matures on October 15, 2027, or on the Option Closing Date. It carries an interest rate of 7% per annum, which increases to 18% upon an Event of Default.
  • Conversion Price: The note is convertible into shares of common stock at a price of $4.28 per share, subject to adjustments.
  • Floor Price: The minimum conversion price is set at $1.07 per share, which can be adjusted based on market conditions.
  • Amortization: Monthly amortization payments will begin on January 1, 2027, with the option to pay in shares of common stock under certain conditions.
  • Conversion Limitations: Ascent cannot convert the note if it would result in owning more than 4.99% of the outstanding common stock, which can be adjusted to a maximum of 9.99% with prior notice.

The note is secured by a Security Agreement and is subject to various covenants and events of default.

Impact of the Filing

This filing may have significant implications for Profusa's financial health and its relationship with investors. The issuance of this convertible note could affect existing shareholders due to potential dilution if the note is converted into equity. Additionally, the financial obligations outlined in the note may impact the company's cash flow and operational flexibility.

What's Next?

The filing does not specify what happens next regarding the note or any subsequent actions that Profusa may take. Investors and stakeholders will need to monitor future filings and announcements from the company for further developments.