Profusa activates equity line draw with Ascent

Q: How is the share purchase price determined in Profusa (PFSA)’s arrangement with Ascent?

For each qualifying Advance Notice, Ascent pays 97% of the lowest volume‑weighted average price of Profusa’s common stock over the ten trading days before the Advance Notice date, multiplied by the number of shares requested, with payment made upon delivery of the shares.

Profusa, Inc. disclosed that on June 8, 2026 it delivered an Advance Notice to Ascent Partners Fund LLC under their existing equity line of credit.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Profusa, Inc. disclosed that on June 8, 2026 it delivered an Advance Notice to Ascent Partners Fund LLC under their existing equity line of credit. For Advance Notices from June 8, 2026 through July 15, 2026, each draw can cover up to 9.99% of shares outstanding, capped at $200,000 per notice.

During this period, Ascent will fund purchases upon share delivery, paying 97% of the lowest volume‑weighted average price of the common stock over the ten trading days before the Advance Notice date. A True-Up Mechanism can require Profusa to issue additional shares if later VWAP levels are lower, potentially increasing dilution to existing stockholders.

Insights

Profusa activates its equity line on more issuer‑friendly funding terms but with added dilution protections for the investor.

Profusa is drawing on an existing equity line of credit with Ascent Partners Fund LLC, using Advance Notices between June 8, 2026 and July 15, 2026. Each notice may cover up to 9.99% of shares outstanding, capped at $200,000, giving the company staged access to equity financing.

Pricing is set at 97% of the lowest 10‑day VWAP before each notice, and funding occurs on share delivery. The True-Up Mechanism means Profusa may issue extra shares if subsequent VWAP levels fall, which can increase dilution. Ascent’s waiver of mandatory prepayment provisions supports use of this structure, while actual impact depends on how many Advance Notices the company submits.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Advance Notice share cap: 9.99% of shares outstanding Monetary cap per Advance Notice: $200,000 Purchase price discount: 97% of lowest 10-day VWAP +1 more

4 metrics

Advance Notice share cap 9.99% of shares outstanding Maximum per Advance Notice between June 8 and July 15, 2026

Monetary cap per Advance Notice $200,000 Limit on each equity draw during the specified period

Purchase price discount 97% of lowest 10-day VWAP Pricing basis for Ascent’s share purchases before each Advance Notice

True-Up reference period Adjustment Period VWAP From closing date until Ascent commits to sell all purchased shares

Key Terms

equity line of credit, Securities Purchase Agreement, volume-weighted average price, True-Up Mechanism, +2 more

6 terms

equity line of credit financial

"requesting that Ascent purchase shares of the Company’s common stock under the equity line of credit arrangement"

An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

Securities Purchase Agreement regulatory

"equity line of credit arrangement between the Company and Ascent set forth in that certain Securities Purchase Agreement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

volume-weighted average price financial

"97% of the lowest volume-weighted average price (“VWAP”) of the common stock"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

True-Up Mechanism financial

"to include a price adjustment mechanism (the “True-Up Mechanism”) such that if 97% of the lowest VWAP"

Advance Notice financial

"submitted an Advance Notice to Ascent Partners Fund LLC (“Ascent”) requesting that Ascent purchase shares"

mandatory prepayment provisions regulatory

"Ascent will waive the mandatory prepayment provisions related to Advance Notices with payment upon share delivery"

Contract terms in a loan or bond that require the borrower to use specific cash or proceeds—such as insurance payouts, asset-sale proceeds, excess cash flow, or refinancing receipts—to pay down the outstanding debt before its scheduled maturity. These clauses matter to investors because they change when and how much principal will be repaid, affecting expected cash flows, credit risk, and the timing of recoveries; think of it like a rule forcing you to use a windfall to pay down a mortgage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Profusa (PFSA) announce regarding its equity line with Ascent?

Profusa submitted an Advance Notice to Ascent Partners Fund LLC to purchase common stock under an existing equity line of credit, using modified terms for draws made between June 8, 2026 and July 15, 2026, including capped size per notice and revised pricing mechanics.

How large can each Advance Notice be under Profusa (PFSA) and Ascent’s agreement?

Each Advance Notice during the specified period can cover up to 9.99% of Profusa’s outstanding common shares at the time of the notice, with an additional monetary cap of $200,000 per Advance Notice, limiting the size of each individual equity draw from the facility.

What is the True-Up Mechanism in Profusa (PFSA)’s deal with Ascent?

The True-Up Mechanism provides that if 97% of the lowest VWAP during the Adjustment Period is below the closing price, Profusa will issue additional shares to Ascent so the total number equals what Ascent would have received at the lower adjusted price, potentially increasing dilution.

What time window applies to Profusa (PFSA)’s modified Advance Notice terms?

The modified terms apply to Advance Notices issued from June 8, 2026 until July 15, 2026. Within this period, the 9.99% share limit, $200,000 cap per Advance Notice, upfront funding on share delivery, and True-Up Mechanism all govern equity draws from Ascent.

What provisions did Ascent waive in its agreement with Profusa (PFSA)?

Ascent agreed to waive mandatory prepayment provisions related to Advance Notices with payment upon share delivery. This waiver allows Profusa to receive purchase price funding when shares are delivered, rather than being constrained by prepayment requirements previously tied to such transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/08/2026 - 07:01 AM

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): June 8, 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 8.01. Other Events.

On June 8, 2026, Profusa, Inc. (the “Company”) submitted an Advance Notice to Ascent Partners Fund LLC (“Ascent”) requesting that Ascent purchase shares of the Company’s common stock under the equity line of credit arrangement between the Company and Ascent set forth in that certain Securities Purchase Agreement, dated as of July 28, 2025 and amended on December 22, 2025 (the “SPA”). For Advance Notices issued during June 8, 2026 until July 15, 2026 with payment upon share delivery, the Company agreed (i) that the Purchaser shall allow an Advance Notice for up to 9.99% of the shares outstanding at the time of said Advance Notice (subject to a cap of $200,000 per Advance Notice), (ii) that the purchase price for the shares will be funded upon delivery of the shares to Ascent prior to the end of the pricing period, rather than upon Ascent’s subsequent exit or sale of such shares, with Ascent remitting within one trading day 97% of the lowest volume-weighted average price (“VWAP”) of the common stock in the ten trading days prior to the Advance Notice date times the number of shares requested, and (iii) to include a price adjustment mechanism (the “True-Up Mechanism”) such that if 97% of the lowest VWAP of the common stock during the period starting on the closing date and ending on the date when Ascent has entered into committed, binding trades to sell all of the purchased shares (the “Adjustment Period”) is lower than the closing price, then the Company will issue additional shares to Ascent so that the aggregate number of shares received by Ascent equals the number of shares it would have received if the closing price had been equal to such adjusted price. Ascent will waive the mandatory prepayment provisions related to Advance Notices with payment upon share delivery.

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.

June 8, 2026	Profusa, Inc.

	By:	/s/ Ben Hwang
	Name:	Ben Hwang
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Profusa activates equity line draw with Ascent

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