Profusa Restructures Senior Secured Convertible Notes, Only Convertible Above $0.35

Rhea-AI Summary

Profusa (Nasdaq: PFSA) announced a restructuring of its Senior Secured Convertible Notes on December 30, 2025 to provide greater repayment flexibility and reduce dilution.

Key changes include an increase in the conversion floor price to $0.35 from $0.10, elimination of mandatory cash and equity amortization payments originally scheduled to begin Q1 2026, a final scheduled payment due at note maturity (18 months after issuance), and higher mandatory ELOC payments that rise from 17.5% to 33% for shares issued under the existing registration statement and to 50% for shares issued under any Form S-1 filed after this date.

Positive

• Conversion floor increased to $0.35 from $0.10
• Elimination of mandatory cash & equity amortization payments
• Final note payment scheduled at 18 months after issuance (fixed maturity)

Negative

• Mandatory ELOC payments increased from 17.5% to 33% for current registration
• Mandatory ELOC payments rise to 50% for shares under any future Form S-1

Key Figures

Conversion floor price $0.35 Amended senior secured convertible notes (up from $0.10)

Prior floor price $0.10 Original conversion floor before amendment

Note maturity 18 months Final scheduled payment due 18 months after issuance

ELOC mandatory payments (existing registration) 33% Portion of ELOC-related proceeds mandated for payments (was 17.5%)

Prior ELOC percentage 17.5% Previous mandatory ELOC payment level

ELOC mandatory payments (new S-1) 50% Portion of proceeds for shares under future Form S-1

Market Reality Check

$0.1218 Last Close

Volume Volume 6,984,637 is 0.61x the 20-day average of 11,478,131, indicating subdued pre-news activity. low

Technical Price at $0.0683 is trading below the $0.39 200-day moving average and near the $0.0651 52-week low.

Peers on Argus

Peers showed mixed moves, with AIMD down 2.56% and ALUR up 3.17%, while several others were flat, suggesting PFSA’s action is company-specific rather than a broad medical devices move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 15	Clinical results	Positive	-19.9%	Lumee sensors met primary endpoints in PAD pilot study.
Dec 11	Conference update	Neutral	+0.6%	Upcoming LINC 2026 presentation of US pilot clinical data.
Nov 24	Conference update	Neutral	+8.4%	Acceptance of Late Breaking Clinical Trial update for Paris meeting.
Nov 19	Earnings & financing	Positive	-6.0%	Q3 recap with reduced net debt and detailed revenue outlook.
Oct 30	Strategic outlook	Positive	-9.8%	Roadmap toward potential $200–$250M 2030 revenue from Lumee launches.

Pattern Detected

Recent PFSA news, including positive clinical and strategic updates, often coincided with negative or opposite price moves, indicating frequent divergence between headline tone and short-term reaction.

Recent Company History

Over the last few months, PFSA highlighted its Lumee platform, clinical progress, and a detailed revenue roadmap. On Oct 30 and Nov 19, management outlined paths to $200–$250M 2030 revenue and reported reduced net debt, yet shares fell after both updates. Strong clinical data on Dec 15 for PAD patients similarly met primary endpoints but preceded a sharp decline. Today’s balance-sheet restructuring continues this focus on financing flexibility and dilution management.

Market Pulse Summary

The stock surged +78.3% in the session following this news. A strong positive reaction aligns with management’s efforts to improve balance sheet flexibility and address dilution concerns. The new structure raises the conversion floor to $0.35 and removes near-term amortization, echoing prior financing moves highlighted in Q3 updates. However, historical data show PFSA has often sold off after upbeat announcements, so enthusiasm could fade if execution, clinical milestones, or capital needs later disappoint.

Key Terms

senior secured convertible note financial

"announces the restructure of its Senior Secured Convertible Note."

A senior secured convertible note is a loan a company takes that is backed by specific assets and has first claim on repayment ahead of other creditors, but can also be exchanged for company shares under agreed conditions. For investors it signals higher priority if the company struggles (like a mortgage holder vs a general creditor) while also creating potential stock dilution if the loan is converted into equity, affecting value and recovery prospects.

form s-1 regulatory

"with respect to shares issued under any registration statement on Form S-1 filed"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

AI-generated analysis. Not financial advice.

New note provides greater repayment flexibility and less dilution with elimination of mandatory amortization payments, increased conversion floor price to $0.35, and expanded mandatory ELOC payments from 33% to 50%

BERKELEY, Calif, Dec. 30, 2025 (GLOBE NEWSWIRE) -- Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a commercial stage digital health company pioneering a next-generation technology platform enabling the continuous monitoring of an individual’s biochemistry, announces the restructure of its Senior Secured Convertible Note.

“As part of our balance sheet recapitalization efforts, we restructured our Senior Secured Convertible Notes for greater repayment flexibility and lower dilution. The amended notes provide for an increase in conversion floor price to $0.35 from $0.10. Mandatory cash & equity amortization payments were also eliminated vs. amortization payments that were originally scheduled to commence in the first quarter of 2026. Final scheduled payment of the notes is due at maturity of the notes, which is 18 months after issuance of the specific note. Further, mandatory payments related to the ELOC increased from 17.5% to 33% with respect to any shares issued under the existing registration statement and increases to 50% with respect to shares issued under any registration statement on Form S-1 filed after the date hereof,” said Fred Knechtel, Profusa’s CFO. “We continue to make progress restructuring our balance sheet to reduce debt and share price dilution to provide shareholders with additional value as we increase the enterprise value of the company,” concludes Mr. Knechtel.

“I am excited about the progress we are making on our march to revenue and the restructure of our balance sheet. We are dedicated to providing long-term value to our shareholders that have supported us for many years.   With greater flexibility to the note repayment, we will focus resources to accelerate our initiates, develop additional partnerships and support inventory build in the first quarter of 2026” said Ben Hwang, Ph.D., Profusa’s Chairman and CEO.

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. 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. 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 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 did Profusa (PFSA) change about its Senior Secured Convertible Notes on December 30, 2025?

Profusa increased the conversion floor to $0.35, eliminated mandatory amortization payments, and adjusted ELOC payment percentages.

How does the new conversion floor of $0.35 affect PFSA shareholder dilution?

The higher $0.35 conversion floor reduces the chance of conversion at lower prices versus the prior $0.10 floor, lowering immediate dilution risk.

When is the final scheduled payment due under the restructured PFSA notes?

The final scheduled payment is due at note maturity, which is 18 months after issuance of the specific note.

What amortization payments were removed in the PFSA restructure and when were they originally due?

Mandatory cash and equity amortization payments scheduled to commence in Q1 2026 were eliminated.

How did the ELOC mandatory payment percentages change in the PFSA restructuring?

ELOC mandatory payments increased from 17.5% to 33% for existing registration shares and to 50% for shares under any Form S-1 filed after December 30, 2025.

Does the PFSA note restructure affect the company’s focus on revenue and operations in 2026?

According to management, the restructure provides repayment flexibility to prioritize initiatives, partnerships, and inventory support in Q1 2026.