Profusa raises $300K via secured convertible note

Profusa, Inc. (PFSA) entered into a financing transaction by completing an additional closing under its existing Securities Purchase Agreement with Ascent Partners Fund LLC.

Rhea-AI Filing Summary

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.

Filing Explained

The September 1 filing’s completed note adds a direct obligation with a principal amount of $329,670.33 for a $300,000 purchase price; against that financing, Profusa had $719,000 of cash and equivalents on June 30, 2026, equal to 24.9 days of its last reported quarterly operating cash use.

Sources and calculations

• Profusa Form 8-K (2026-09-01)
• Profusa Q2 2026 fundamentals (2026-06-30)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate $719,000 / ($2,632,000 / 91) = 24.9 days

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

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, or exhibit attachments filed with this report.

Key Figures

Principal Amount of Senior Secured Convertible Promissory Note: $329,670.33 Aggregate Purchase Price: $300,000.00 Maturity Date: September 1, 2027 +1 more

4 metrics

Principal Amount of Senior Secured Convertible Promissory Note $329,670.33 Aggregate principal amount of the note issued to Ascent Partners Fund LLC

Aggregate Purchase Price $300,000.00 Cash purchase price paid for the note, reflecting original issue discount

Maturity Date September 1, 2027 Latest possible maturity date; earlier maturity possible on the Option Closing Date

Note Date September 1, 2026 Date the Senior Secured Convertible Promissory Note was issued

Key Terms

Senior Secured Convertible Promissory Note, original issue discount, Securities Purchase Agreement, collateral agent, +1 more

5 terms

Senior Secured Convertible Promissory Note financial

"the Company issued to Ascent a Senior Secured Convertible Promissory Note in the aggregate"

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

"aggregate purchase price of $300,000.00 (reflecting original issue discount)"

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.

Securities Purchase Agreement financial

"under that certain Securities Purchase Agreement, dated as of February 11, 2025"

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.

collateral agent financial

"Ascent, as collateral agent for the purchasers party thereto"

A collateral agent is a neutral third party that holds and manages the assets pledged to secure a loan on behalf of a group of lenders, acting like the keyholder to a shared safe. If the borrower falls behind, the collateral agent enforces the lenders’ rights and coordinates who gets what, which affects how quickly and how much lenders can recover. Investors care because the agent’s role shapes recovery prospects, enforcement speed and the clarity of lenders’ claims.

direct financial obligation financial

"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet"

FAQ

What financing agreement did Profusa, Inc. (PFSA) enter on September 1, 2026?

Profusa, Inc. entered an additional closing under its existing Securities Purchase Agreement with Ascent Partners Fund LLC and issued a Senior Secured Convertible Promissory Note to Ascent on September 1, 2026.

What is the principal amount of Profusa (PFSA)'s new convertible note?

The new Senior Secured Convertible Promissory Note issued by Profusa has an aggregate principal amount of $329,670.33, as stated in the agreement with Ascent Partners Fund LLC.

How much cash did Profusa (PFSA) receive for the new note?

Profusa received an aggregate purchase price of $300,000.00 for the Senior Secured Convertible Promissory Note, with the difference between principal and purchase price reflecting original issue discount.

When does Profusa (PFSA)'s new convertible note mature?

The Senior Secured Convertible Promissory Note matures on the earlier of September 1, 2027 or the Option Closing Date, which is a term defined in the note.

Who is the investor in Profusa (PFSA)'s new Senior Secured Convertible Promissory Note?

The investor is Ascent Partners Fund LLC, which is both the initial purchaser of the note and the collateral agent for the purchasers party to the Securities Purchase Agreement.

What type of obligation did Profusa (PFSA) create with this transaction?

Profusa created a new direct financial obligation through the issuance of a senior secured convertible promissory note, which is reported under the creation of a direct financial obligation item.

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

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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): September 1, 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) (Zip Code)

(925) 997-6925

(Registrant’s telephone number, including area code)

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 (§17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§17 CFR 240.12b-2).

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

On September 1, 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 a Senior Secured Convertible Promissory Note in the aggregate principal amount of $329,670.33 (the “Note”) for an aggregate purchase price of $300,000.00 (reflecting original issue discount).

The Note was issued with original issue discount and matures on the earlier of (i) September 1, 2027 and (ii) the Option Closing Date (as defined in the Note). The material terms of the Note are summarized below:

● Interest. The Note bears interest at a rate of 7% per annum, payable in cash on the first day of each calendar month and on the maturity date. Interest may be paid in shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at the Amortization Price (as defined in the Note), subject to satisfaction of the Equity Payment Conditions (as defined in the Note).

● Conversion. The Note is convertible at the option of the holder into shares of Common Stock at a conversion price of $4.28 per share (the “Conversion Price”), subject to adjustment. The Conversion Price shall at no time be less than the Floor Price of $1.07, subject to adjustment on each six-month anniversary of the Original Issue Date based on the Adjusted Floor Price formula set forth in the Note.

● Beneficial Ownership Limitation. The Note is subject to a beneficial ownership limitation of 4.99% of the Company’s outstanding Common Stock, which may be increased to 9.99% upon 61 days’ prior written notice by the holder.

● Amortization. Commencing January 1, 2027, monthly amortization payments are due under the Note. Amortization payments may, at the Company’s option subject to satisfaction of the Equity Payment Conditions, be made in shares of Common Stock valued at the Amortization Price.

● Mandatory Prepayment. The Company is required to make a mandatory prepayment of 33% of the net proceeds from any Subsequent Offering (as defined in the Note).

● Events of Default. The Note includes customary events of default, including failure to pay principal or interest when due, breach of covenants or representations, bankruptcy or insolvency, delisting of Common Stock from any eligible market, and failure to deliver conversion shares when due. Upon an Event of Default (as defined in the Note), the interest rate increases to 18% per annum (the “Default Rate”), and all outstanding obligations under the Note may become immediately due and payable at the holder’s election.

● Security. 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 foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 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 with respect to the Note is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Senior Secured Convertible Promissory Note, dated September 1, 2026, issued by the Company to Ascent Partners Fund LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

1

SIGNATURES

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.

Date: September 1, 2026

PROFUSA, INC.
By:	/s/ Jack Stover
Name:	Jack Stover
Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 SENIOR SECURED CONVERTIBLE PROMISSORY NOTE, DATED SEPTEMBER 1, 2026, ISSUED BY T 230.1 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB