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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):
August 12, 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.
Amendment No. 5 to Securities Purchase Agreement
On August 12, 2026, Profusa,
Inc., a Delaware corporation (the “Company”), entered into Amendment No. 5 (“Amendment No. 5”) to 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. Amendment No. 5 effects the following changes to the Purchase Agreement:
| ● | Replaces the definition of “Amendment Effective Date”
in Section 1.1 of the Purchase Agreement to refer to Amendment No. 5 dated August 12, 2026; |
| ● | Adds a new form of Note, selectable by the Purchaser in its
sole discretion; and |
| ● | Amends the Exercise Price of that certain Warrant
to Purchase Shares of Common Stock issued to Ascent on April 20, 2026 (the “Warrant”) from its prior exercise price to $1.07
per share, subject to further adjustment pursuant to the terms of the Warrant. |
The foregoing description
of Amendment No. 5 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 5,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Senior Secured Convertible Promissory Note
On August 12, 2026, the Company
completed an additional closing under the Purchase Agreement. In connection with the additional closing, the Company issued to Ascent
a Senior Secured Convertible Promissory Note in the aggregate principal amount of $714,285.72 (the “Note”) for an aggregate
purchase price of $650,000.00.
The Note was issued with original
issue discount and matures on August 12, 2027. 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 $1.07 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 December 1, 2026, 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 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Exchange Agreement
On August 19, 2026, the Company
entered into an Exchange Agreement (the “Exchange Agreement”) with Ascent, pursuant to which the Company agreed to exchange
certain outstanding Senior Secured Convertible Promissory Notes previously issued to Ascent under the Purchase Agreement (the “Existing
Notes”), together with all accrued and unpaid interest thereon and any other amounts owing in respect thereof, for shares of the
Company’s Series A Non-Voting Convertible Preferred Stock (the “Preferred Stock”) having the preferences, rights and
limitations set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible
Preferred Stock filed by the Company with the Secretary of State of the State of Delaware (the “Certificate of Designation”)
(such exchange, the “Exchange”). Pursuant to the Exchange Agreement, the Exchange will occur simultaneous with the closing
of the exercise of the Company’s option under that certain Option Agreement, dated as of July 31, 2026, by and among the Company,
CentralLarkfieldKarin NA LLC, Venkata Boyapalli, a privately held trust, G3 Vision Labs Inc., Med Screen Laboratories Inc., Dominion Diagnostics
LLC and Acutis Diagnostics Inc.
The material terms of the
Exchange Agreement are summarized below:
| ● | Exchange Rate. The Existing Notes are exchanged for
Preferred Stock at a rate of 0.93458 shares of Preferred Stock for every $1,000 in aggregate principal amount of, accrued and unpaid
interest on, and any other amounts owing in respect of, the Existing Notes, resulting in an effective conversion price of $4.28 per share
of Common Stock upon conversion of the Preferred Stock into Common Stock. |
| ● | Outstanding Amount. As of August 18, 2026, the total
amount due under the Existing Notes was $6,137,958.66, comprising aggregate principal of $5,529,722.96 and aggregate accrued and unpaid
interest of $608,235.70. |
| ● | Automatic Conversion. Effective on the later of (a)
the third Business Day following delivery of the Preferred Stock and (b) the first date on which conversions of Preferred Stock are permitted
under the Certificate of Designation, each share of Preferred Stock held by the holder shall automatically convert into shares of Common
Stock at the Conversion Ratio set forth in the Certificate of Designation, subject to the Beneficial Ownership Limitation. |
The foregoing description
of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange
Agreement, a copy of which is filed as Exhibit 10.3 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 3.02 Unregistered Sales of Equity Securities.
The information set forth
under Item 1.01 above with respect to the Exchange Agreement is incorporated by reference into this Item 3.02. The Exchange was effected
in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as no commission
or other remuneration was paid or given directly or indirectly for soliciting the exchange.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment No. 5 to Securities Purchase Agreement, dated August 12, 2026, by and among Profusa, Inc., Ascent Partners Fund LLC and Ascent Partners Fund LLC, as collateral agent |
| 10.2 |
|
Senior Secured Convertible Promissory Note, dated August 12, 2026, issued by the Company to Ascent Partners Fund LLC |
| 10.3 |
|
Exchange Agreement, dated August 19, 2026, between Profusa, Inc. and 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: August 21, 2026
PROFUSA, INC.
| By: |
/s/ Jack Stover |
|
| |
Name: |
Jack Stover |
|
| |
Title: |
Chief Executive Officer |
|
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