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Profusa (NASDAQ: PFSA) adds secured convertible note and 3.33M-share warrant

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Form Type
8-K

Rhea-AI Filing Summary

Profusa, Inc. entered an additional financing closing with Ascent Partners Fund LLC through a senior secured convertible note and an expanded warrant. Profusa issued a note with $1,111,111.11 principal for a $1,000,000 purchase price, bearing 12% annual interest and maturing on April 20, 2027. The note is convertible at $0.50 per share and secured by substantially all company assets, with interest rising to 24% and principal potentially accelerating upon specified default events. Profusa also issued a warrant to purchase 3,333,333 common shares at $0.50 per share, adjusted from 1,111,111 shares via a side letter that also granted registration rights. A 120-day lock-up limits sales of warrant shares through August 22, 2026, subject to customary exceptions.

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Insights

Profusa adds high-cost secured convertible debt with sizable warrant coverage.

Profusa issued a senior secured convertible note with $1,111,111.11 principal for a $1,000,000 purchase price, implying original issue discount and a 12% cash interest rate. The note is secured by substantially all assets and converts at $0.50 per share, adding potential equity issuance.

The financing includes a warrant for 3,333,333 shares at a $0.50 exercise price and anti-dilution features, expanding potential future share issuance. Beneficial ownership limits of 4.99% and later 9.99% cap how much of the company Ascent can hold at any time.

Default provisions increase the interest rate to 24% and allow acceleration, which heightens downside if Profusa breaches covenants, faces insolvency, or is delisted. A 120-day lock-up on warrant shares through August 22, 2026 temporarily restricts secondary selling activity by Ascent.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Note principal $1,111,111.11 Senior Secured Convertible Promissory Note issued April 20, 2026
Purchase price $1,000,000 Aggregate cash consideration for note and warrant
Cash interest rate 12% per annum Interest on the senior secured convertible note
Default interest rate 24% per annum Interest on note upon specified events of default
Conversion price $0.50 per share Price for converting note into common stock
Warrant shares 3,333,333 shares Common shares issuable upon exercise of warrant
Warrant exercise price $0.50 per share Exercise price of the warrant
Lock-up period 120 days Lock-up on warrant shares through August 22, 2026
Senior Secured Convertible Promissory Note financial
"the Company issued to Ascent (i) a Senior Secured Convertible Promissory Note in the aggregate principal amount"
A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.
original issue discount financial
"The Note was issued with original issue discount and matures on April 20, 2027."
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
beneficial ownership limitation regulatory
"The Note is subject to a beneficial ownership limitation of 4.99% of the Company’s outstanding common stock"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
anti-dilution adjustments financial
"The Warrant includes customary anti-dilution adjustments for stock dividends, stock splits, and certain other corporate events"
Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.
registration rights regulatory
"the Company agreed to certain registration rights with respect to the shares of common stock issuable upon exercise of the Warrant"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
Lock-Up Agreement regulatory
"Ascent Partners Fund LLC also entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with the Company"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 20, 2026

 

PROFUSA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41177   86-3437271
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

626 Bancroft Way, Suite A

Berkeley, CA 94710

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (925) 997-6925

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   PFSA   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

Senior Secured Convertible Promissory Note and Warrant

 

On April 20, 2026, Profusa, Inc., a Delaware corporation (the “Company”), completed an additional closing under that certain Securities Purchase Agreement, dated as of February 11, 2025 (as amended, the “Purchase Agreement”), by and among the Company, Ascent Partners Fund LLC, a Delaware limited liability company (“Ascent”), as initial purchaser, and Ascent, as collateral agent for the purchasers party thereto. In connection with the additional closing, the Company issued to Ascent (i) a Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,111,111.11 (the “Note”) and (ii) a Warrant to Purchase Shares of common stock of Profusa, Inc. entitling Ascent to purchase up to 3,333,333 shares of the Company’s common stock, par value $0.0001 per share (the “Warrant”), for an aggregate purchase price of $1,000,000.

 

The Note was issued with original issue discount and matures on April 20, 2027. Interest on the Note accrues at a rate of 12% per annum, payable in cash on the first day of each calendar month and on the maturity date. The Note is convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price of $0.50 per share, subject to adjustment as set forth in the Note. The Note is subject to a beneficial ownership limitation of 4.99% of the Company’s outstanding common stock, which was increased to 9.99% pursuant to a notice delivered by Ascent on April 21, 2026, effective June 21, 2026. The Note includes customary events of default, including, among others, failure to pay principal or interest when due, breach of covenants or representations, bankruptcy or insolvency, and delisting of the Company’s common stock. Upon the occurrence of an event of default, the interest rate on the Note increases to 24% per annum, and the outstanding principal and accrued interest may become immediately due and payable at the election of the holder. The Company’s obligations under the Note are secured by substantially all of the Company’s assets pursuant to security agreements previously entered into in connection with the Purchase Agreement.

 

The Warrant has an exercise price of $0.50 per share, subject to adjustment, and is exercisable at any time on or prior to the fifth anniversary of the date of issuance. The Warrant may be exercised on a cash or cashless basis at the election of the holder. The Warrant is subject to a beneficial ownership limitation of 9.99% of the Company’s outstanding common stock. The Warrant includes customary anti-dilution adjustments for stock dividends, stock splits, and certain other corporate events, as well as adjustments upon the issuance of securities at a price below the then-current exercise price.

 

In connection with the issuance of the Warrant, the Company also entered into a side letter agreement (the “Side Letter”) with Ascent. Pursuant to the Side Letter, (i) Ascent waived certain defaults under the Purchase Agreement related to the timing of the delivery of the warrant required to be delivered in connection with a previous closing on April 2, 2026, (ii) the number of shares of common stock issuable upon exercise of the Warrant was increased from 1,111,111 shares to 3,333,333 shares, and (iii) the Company agreed to certain registration rights with respect to the shares of common stock issuable upon exercise of the Warrant, including demand and piggyback registration rights.

 

The foregoing descriptions of the Note, the Warrant, and the Side Letter do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, copies of which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Lock-Up Agreement

 

In connection with the issuance of the Warrant, Ascent Partners Fund LLC also entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with the Company, dated as of April 20, 2026. Pursuant to the Lock-Up Agreement, Ascent agreed not to offer, sell, pledge, transfer, or otherwise dispose of shares of the Company’s common stock underlying the Warrant, or enter into any hedging or derivative transactions with respect to such shares, for a period of 120 days following the date of the Lock-Up Agreement (the “Lock-Up Period”), which Lock-Up Period is scheduled to expire on August 22, 2026. The Lock-Up Agreement contains customary exceptions. Any transferee receiving shares pursuant to a permitted transfer (other than in connection with a change of control transaction) is required to execute a lock-up agreement containing substantially similar terms. The Lock-Up Agreement is governed by the laws of the State of Delaware.

 

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

 

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Item 9.01 Financial Statements and Exhibits. 

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1   Senior Secured Convertible Promissory Note, dated April 20, 2026, issued by the Company to Ascent Partners Fund LLC
     
10.2   Warrant to Purchase Shares of Common Stock, dated April 20, 2026, issued by the Company to Ascent Partners Fund LLC
     
10.3   Side Letter Agreement, dated April 20, 2026, between the Company and Ascent Partners Fund LLC
     
10.4   Lock-Up Agreement dated as of April 20, 2026, between the Company and Ascent Partners Fund LLC
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

April 24, 2026 Profusa, Inc.
     
  By: /s/ Ben Hwang
  Name:  Ben Hwang
  Title: Chief Executive Officer

 

 

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Source: View Original Filing on SEC EDGAR

FAQ

What new financing did Profusa (PFSA) complete with Ascent Partners?

Profusa completed an additional closing with Ascent Partners, issuing a senior secured convertible note with $1,111,111.11 principal and a warrant to buy 3,333,333 common shares. The aggregate purchase price for this financing was $1,000,000 in cash to the company.

What are the key terms of Profusa’s new senior secured convertible note?

The senior secured convertible note has $1,111,111.11 principal, a 12% annual cash interest rate, and matures on April 20, 2027. It is convertible at the holder’s option into common stock at $0.50 per share, with standard adjustment provisions and asset security backing the obligation.

How large is the new Profusa warrant issued to Ascent Partners?

The warrant allows Ascent to purchase up to 3,333,333 shares of Profusa common stock at a $0.50 exercise price per share. This was increased from 1,111,111 shares under a side letter, which also granted registration rights for underlying shares.

What beneficial ownership limits apply to Ascent’s Profusa note and warrant?

The convertible note initially restricted Ascent’s ownership to 4.99% of Profusa’s outstanding common stock, later increased to 9.99% effective June 21, 2026. The warrant carries a 9.99% beneficial ownership cap, limiting how many shares Ascent can hold at any time.

When does the lock-up on Profusa warrant shares held by Ascent expire?

Under a Lock-Up Agreement dated April 20, 2026, Ascent agreed not to dispose of or hedge shares underlying the warrant for 120 days. This lock-up period is scheduled to expire on August 22, 2026, subject to customary exceptions and similar obligations for certain transferees.

What happens if Profusa defaults under the new senior secured note?

If an event of default occurs, such as nonpayment, covenant breaches, insolvency, or delisting, the note’s interest rate increases to 24% per year. The outstanding principal and accrued interest may also become immediately due and payable at Ascent’s election under the default provisions.

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