Profusa, Inc. issued Ascent Partners Fund LLC a senior secured convertible promissory note with principal of $769,230.77 for a purchase price of $700,000.00, with an original issue discount. The note matures on the earlier of October 15, 2027, or the Option Closing Date. It carries 7% annual interest, payable monthly, on each conversion date and at maturity; upon an event of default, the rate rises to 18% per annum or, if lower, the maximum rate permitted by law.
At Ascent’s option, the note is convertible at any time into common stock at $4.28 per share, subject to adjustments and a $1.07 per-share floor. Monthly principal amortization begins January 1, 2027; subject to the Equity Payment Conditions, payments may be made in shares valued at the lower of the conversion price and 95% of the lowest VWAP during the ten Trading Days before payment. A Subsequent Offering requires cash prepayment equal to 33% of net proceeds. Conversion is subject to a 4.99% beneficial-ownership limit, which Ascent may raise or lower on 61 days’ prior notice but not above 9.99%, and the Exchange Cap unless stockholder approval is obtained or unnecessary. The note is secured and ranks pari passu with other Notes; negative covenants apply while Notes principal exceeds $200,000.
Profusa, Inc. dismissed CBIZ CPAs P.C. as its independent registered public accounting firm on October 5, 2026, and engaged WithumSmith+Brown, PC on October 6, 2026, for the fiscal year ending December 31, 2026. The Audit Committee and Board approved the change.
CBIZ's report on Profusa's 2025 financial statements included an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern. Profusa also disclosed material weaknesses involving financial-statement close controls, financial-instrument valuation and accounting, and preparation of financial statements under U.S. GAAP. Those weaknesses had not been remediated as of June 30, 2026. Profusa reported no disagreements with CBIZ and no reportable events apart from the disclosed weaknesses.
Profusa, Inc. amended two senior secured convertible promissory notes held by Ascent Partners Fund LLC: the April 2, 2026 note has principal of $555,555.55 and the April 20, 2026 note has principal of $1,111,111.11. For each note, the Conversion Price on a Conversion Date is the greater of $1.20 per share and 95% of the lowest daily VWAP during the five Trading Days immediately before that date, subject to adjustment and a fixed $0.338-per-share floor.
Separately, Ascent waived Sections 5(b) and 5(c) of three other notes, with principal amounts of $714,285.71, $329,670.33 and $384,615.38, issued August 12, September 1 and September 16, 2026, respectively. The amendments take effect on the applicable amendment date upon payment of obligations then due, including invoiced costs, expenses and fees; Profusa also reimburses the Purchaser Parties for fees, costs and expenses.
Profusa, Inc. (PFSA) reports that stockholders approved an amendment to its Amended and Restated Certificate of Incorporation authorizing the board to implement, at its discretion, one or more reverse stock splits of the company’s common stock over the next two years, at ratios ranging from 1-for-2 to 1-for-12, with aggregate splits not exceeding 1-for-12. As of the August 19, 2026 record date, 605,647 common shares were outstanding, and a quorum of 287,890 shares was represented at the special meeting. Stockholders also approved the proposal allowing adjournment of the meeting if additional proxies are needed, but no other actions were taken and no specific reverse split ratio or effective date has yet been set.
Profusa, Inc. (PFSA) disclosed that on September 16, 2026 it completed an additional closing under its February 11, 2025 Securities Purchase Agreement and issued Ascent Partners Fund LLC a Senior Secured Convertible Promissory Note with aggregate principal of $384,615.38 for a purchase price of $350,000.00, reflecting original issue discount.
The Note is secured, is convertible, and matures on the earlier of September 16, 2027 or the Option Closing Date defined in the Note. This transaction creates a new direct financial obligation of Profusa under a senior secured convertible debt instrument.
Profusa, Inc. (PFSA) announced that Nasdaq has confirmed the company has regained compliance with Nasdaq Listing Rule 5550(a)(2) (the Bid Price Rule) and Listing Rule 5550(b)(1) (the Equity Rule, together the Listing Rules) as of the Compliance Determination Letter dated September 9, 2026.
The company will, however, be subject to a one-year Mandatory Panel Monitor
The company states that it intends to continue monitoring compliance with all Nasdaq continued listing requirements. Profusa also notes it previously signed an Option Agreement giving it the right, subject to conditions, to acquire G3 Vision Labs, Inc., after which the combined company is expected to operate as a public diagnostics company if the option is exercised.
Profusa, Inc. (PFSA) reports that Chief Financial Officer Fred S. Knechtel had his ownership restructured on August 21, 2026 through entity transactions. He acquired 54,323 shares of common stock directly via a pro rata distribution from NorthView Sponsor I LLC and no price was paid.
The filing also shows the disposition of 301,991 indirectly held shares previously held through NorthView Sponsor I LLC, which distributed all its Profusa shares to its members. After these transactions, Knechtel directly holds 54,470 shares of Profusa common stock, including 147 shares he already held, and no Rule 10b5-1 trading plan is reported.
Profusa, Inc. (PFSA) reported that Chief Executive Officer Jack E. Stover restructured his holdings in the company’s common stock on August 21, 2026. He received 32,018 shares directly through a pro rata distribution from NorthView Sponsor I LLC, bringing his direct holdings to 32,091 shares, including 73 shares already held. On the same date, 301,991 indirectly held shares attributed to NorthView Sponsor I LLC were distributed to its members, leaving no remaining indirect holdings for Stover through that LLC. The filing notes that Stover is a manager of the LLC and may be deemed to share beneficial ownership of its securities but disclaims beneficial ownership except to the extent of his pecuniary interest. No Rule 10b5-1 trading plan is reported for these transactions.
Profusa, Inc. (PFSA) entered into a financing transaction by completing an additional closing under its existing Securities Purchase Agreement with Ascent Partners Fund LLC. Profusa issued Ascent a Senior Secured Convertible Promissory Note with an aggregate principal amount of $329,670.33 for an aggregate purchase price of $300,000.00, reflecting original issue discount. The note is senior, secured and convertible, and it matures on the earlier of September 1, 2027 or the Option Closing Date defined in the note. This creates a new direct financial obligation for Profusa, with potential future equity conversion depending on the note’s terms.
Profusa, Inc. (PFSA) reported that Nasdaq’s Listing Qualifications Department notified the company that, after its recent 1-for-4 reverse stock split, it initially appeared to have fewer than the 500,000 publicly held shares required by Nasdaq Listing Rule 5550(a)(4). After Profusa’s correspondence with Nasdaq on August 21, 2026, Nasdaq determined that Profusa is in compliance with this publicly held shares requirement and has closed its review, with no further action required. Trading of Profusa’s common stock continues on Nasdaq under the symbol PFSA. Profusa states that it will continue monitoring compliance with all Nasdaq continued listing standards and highlights ongoing uncertainty around separate Nasdaq requirements such as the Bid Price, MVLS, and MVPHS rules in its forward-looking statements.