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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 16, 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 16, 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 $384,615.38 (the “Note”) for an aggregate purchase price of $350,000.00 (reflecting original issue discount).
The Note was issued with original issue discount
and matures on the earlier of (i) September 16, 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 16, 2026, issued by the Company to Ascent Partners Fund LLC |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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 16, 2026
| PROFUSA, INC. |
|
| |
|
|
| By: |
/s/ Jack Stover |
|
| Name: |
Jack Stover |
|
| Title: |
Chief Executive Officer |
|
