Profusa Announces $100 Million Equity Line of Credit to Initiate Bitcoin Treasury Strategy

Rhea-AI Summary

Profusa (NASDAQ: PFSA), a digital health company, has announced a significant Bitcoin treasury strategy through a $100 million equity line of credit (ELOC) with Ascent Partners Fund LLC. Under the agreement, Profusa will be able to sell its common stock to Ascent at 97% of the lowest VWAP in the 5 trading days following each put.

The company will use 100% of the net proceeds to purchase Bitcoin when its cash balance exceeds $5 million. Each put is limited to the lower of $5 million or 100% of the average daily traded value. The agreement includes issuing cashless warrants for 900,000 shares at $0.01 per share to Ascent, with total share issuance limited to 19.9% pending shareholder approval.

Positive

• Strategic move to protect shareholder value against monetary debasement
• Access to $100 million in flexible funding through ELOC
• Maintains minimum $5 million cash balance requirement for operational stability
• Alignment with successful companies that have implemented Bitcoin treasury strategies

Negative

• Potential shareholder dilution through stock issuance at 3% discount to VWAP
• Significant exposure to Bitcoin's price volatility
• Requires shareholder approval for full implementation beyond 19.9% share issuance
• Warrant issuance of 900,000 shares at $0.01 creates additional dilution

Insights

Financial Strategist

Profusa is adopting Bitcoin as its primary treasury reserve through a $100M equity line of credit, a significant corporate treasury shift.

Profusa has announced a substantial shift in its treasury management approach by establishing a $100 million equity line of credit (ELOC) with Ascent Partners Fund specifically to purchase Bitcoin as its primary treasury reserve asset. This represents a strategic pivot for a public healthcare technology company.

The structure of this agreement is noteworthy. Profusa will sell shares to Ascent at a 3% discount to the lowest 5-day VWAP (volume-weighted average price) following each transaction request. This discount represents the effective cost of capital for Profusa's Bitcoin acquisition strategy. The agreement includes issuance of warrants for 900,000 shares at just $0.01 per share to Ascent, creating additional dilution beyond the ELOC itself.

The company has built in protective mechanisms by requiring a minimum cash balance of $5 million before Bitcoin purchases can occur. This suggests management is attempting to balance operational liquidity needs with its Bitcoin treasury initiative.

This move follows the path of companies like MicroStrategy and Tesla who previously adopted Bitcoin treasury strategies, though it's unusual in the healthcare technology sector. Management's rationale citing "accelerating monetary debasement" reveals their macroeconomic concerns about inflation eroding cash reserves.

Importantly, this strategy creates significant shareholder dilution as new shares are issued to fund Bitcoin purchases. The 19.9% initial cap on share issuance indicates the potential scale of dilution, with shareholder approval required for the full program implementation. Profusa is effectively transferring equity value from existing shareholders to acquire Bitcoin exposure, betting that Bitcoin appreciation will outpace the dilution costs and create net shareholder value.

BERKELEY, Calif, July 21, 2025 (GLOBE NEWSWIRE) -- Profusa, Inc. (“Profusa” or the “Company”) (NASDAQ: PFSA), a commercial stage digital health company pioneering the next generation of technology platform enabling the continuous monitoring of an individual’s biochemistry, today announced that it is initiating a Bitcoin treasury strategy via the execution of a Securities Purchase Agreement (the “ELOC”) with Ascent Partners Fund LLC, (“Ascent”), pursuant to which Ascent will purchase up to $100,000,000 of the Company’s Common Stock. 100% of the net proceeds will be used to purchase Bitcoin (which can be used for debt repayment) provided that the Company’s cash balance on the date of the put exceeds $5,000,000.

Under the ELOC the Company will be able to put its shares of Common Stock to Ascent at a price per share equal to 97% of the lowest volume-weighted average price of the Common Stock (“VWAP”) in the 5 trading days immediately after each such put. The maximum amount of each put will be lower of $5,000,000 and 100% of the average daily traded value of the Common Stock on the 5 trading days immediately preceding the date of such put.

If the Company’s cash balance at the time of any put under the ELOC is less than $5,000,000, the net proceeds shall be allocated first to bring the Company’s cash balance to $5,000,000 and the remaining proceeds will be used to purchase Bitcoin, which will serve as the Company's primary treasury reserve asset. 

The ELOC will be subject to execution of definitive agreements and customary closing conditions. The number of shares issuable under the ELOC (including the number of shares subject to warrants to be issued to Ascent and described below) will be limited to 19.9% of the Company’s number of issued and outstanding shares of Common Stock until shareholders approve the issuance of the total number of shares subject to the ELOC.

In connection with the implementation of the ELOC the Company will issue cashless warrants to purchase 900,000 shares of the Company’s Common Stock at an exercise price of $0.01 per share to Ascent.

"As we continue on the journey to provide the best-in-class, AI-driven digital health platform for the benefit of chronic disease and health and wellness management, it is critical that we leverage opportunities to manage our resources to enable maximum shareholder value.  In an era of accelerating monetary debasement, holding Bitcoin on our balance sheet represents a strategic move to safeguard shareholder value and align with a digital future. This strategy also aligns Profusa with leading adopters whose Bitcoin holdings have contributed to shareholder returns. We anticipate working with Ascent to establish a low cost, capital efficient, best of breed, Bitcoin treasury strategy reflecting our strong conviction in Bitcoin as the digital store of value for the future.  We look forward to embarking on this treasury management strategy to accelerate our core mission,” said Ben Hwang, Ph.D., Profusa’s Chairman and CEO.

The Company anticipates its first Bitcoin purchases will occur this week and will disclose its Bitcoin holdings on a quarterly basis as part of its standard financial reporting.

No Offer or Solicitation

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Any offering of the securities under the ELOC will be made pursuant to a registration statement.

Advisors

ArentFox Schiff LLP acted as legal advisor to the Company, and Lucosky Brookman LLP acted as legal advisor to Ascent.

About Profusa

Based in Berkeley, Calif., Profusa is a commercial stage digital health company led by visionary scientific founders, an experienced management team and a world-class board of directors in the development of a new generation of tissue-integrated sensors to detect and continuously transmit actionable, medical-grade data for personal and medical use. With its long-lasting, injectable and affordable biosensors and its intelligent data platform, Profusa aims to provide people with a personalized biochemical signature rooted in data that clinicians can trust and rely on.

“LUMEE”, “PROFUSA” and the PROFUSA logo are registered trademarks of Profusa Inc. in the United States, Canada, European Union, China, Japan, South Korea and Australia.

For more information, visit https://profusa.com.

Special Note Regarding Forward-Looking Statements

Certain statements in this press release (this “Press Release”) may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or future financial or operating performance of Profusa or the combined company. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “propose,” “seek,” “should,” “strive,” “will,” or “would” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which may be beyond the control of Profusa and could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including risks regarding the highly volatile nature of the price of Bitcoin and other cryptocurrencies, as well as the risk that the Company's stock price may be highly correlated to the price of the digital assets that it holds. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Profusa and its management are inherently uncertain. Profusa cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. There are risks and uncertainties described in the definitive proxy/final prospectus relating to the business combination, which has been filed with the SEC, and described in other documents filed by Profusa from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Profusa cannot assure you that the forward-looking statements in this communication will prove to be accurate.

Contacts

Investor and Media Contacts
email:  info@coreir.com
phone:  1 (212) 655-0924

FAQ

What is Profusa's (PFSA) new Bitcoin treasury strategy?

Profusa has secured a $100 million equity line of credit with Ascent Partners Fund LLC to purchase Bitcoin as its primary treasury reserve asset, using proceeds from stock sales at 97% of the lowest VWAP.

How much Bitcoin will Profusa (PFSA) purchase in 2025?

The exact amount is not specified, but Profusa will use 100% of the net proceeds from the $100M ELOC to purchase Bitcoin when cash balance exceeds $5M, with first purchases expected this week.

What is the maximum amount Profusa can raise in each put option?

Each put is limited to the lower of $5 million or 100% of the average daily traded value of PFSA stock in the 5 trading days before the put.

How will Profusa's Bitcoin strategy affect shareholders?

Shareholders face potential dilution from stock sales at a 3% discount and warrant issuance, but may benefit from Bitcoin appreciation and protection against monetary debasement. The plan requires shareholder approval beyond 19.9% share issuance.

When will Profusa start buying Bitcoin?

Profusa anticipates making its first Bitcoin purchases this week and will disclose holdings quarterly in financial reports.