How is the Profusa share purchase price for Ascent determined?

Ascent pays 97% of the lowest volume-weighted average price of Profusa’s common stock in the ten trading days before the Advance Notice date, multiplied by the number of shares requested in the advance.

Profusa (NASDAQ: PFSA) details May equity line share purchase terms

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Profusa, Inc. submitted an Advance Notice to Ascent Partners Fund LLC to sell common stock under their existing equity line of credit. For May 2026 advances with payment on share delivery, each Advance Notice may cover up to 9.99% of shares outstanding, capped at $300,000 per advance.

Ascent will fund purchases upon share delivery, paying 97% of the lowest 10-day volume-weighted average price before the Advance Notice, multiplied by the shares requested. A True-Up Mechanism applies: if 97% of the lowest VWAP during the Adjustment Period is below the closing price, Profusa will issue additional shares so Ascent receives the number it would have received at the adjusted price.

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 size limit: 9.99% of shares outstanding Cash cap per advance: $300,000 Purchase price discount: 97% of lowest VWAP +2 more

5 metrics

Advance size limit 9.99% of shares outstanding Maximum shares per Advance Notice in May 2026

Cash cap per advance $300,000 Maximum dollar amount per May 2026 Advance Notice

Purchase price discount 97% of lowest VWAP Of common stock in 10 trading days before Advance Notice date

VWAP lookback period 10 trading days Period before Advance Notice used to calculate lowest VWAP

True-up pricing basis 97% of lowest VWAP in Adjustment Period Used to determine if additional shares are issued

Key Terms

Advance Notice, equity line of credit, volume-weighted average price, True-Up Mechanism, +1 more

5 terms

Advance Notice financial

"submitted an Advance Notice to Ascent Partners Fund LLC"

equity line of credit financial

"under the equity line of credit arrangement between the Company and Ascent"

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.

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%"

Adjustment Period financial

"during the period starting on the closing date and ending on the date when Ascent has entered into committed"

Understanding 8-K Material Events →

05/18/2026 - 05:29 PM

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): May 18, 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 May 18, 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 May 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 $300,000 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.

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.

May 18, 2026	Profusa, Inc.

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Profusa (PFSA) announce in this 8-K?

Profusa submitted an Advance Notice for share sales to Ascent under an existing equity line of credit. The notice updates May 2026 terms for advance size, pricing and potential true-up share issuances.

How large can each Profusa equity line Advance Notice be in May 2026?

Each Advance Notice in May 2026 can cover up to 9.99% of Profusa’s shares outstanding at the time of the notice. It is also capped at a maximum of $300,000 per individual advance.

When does Ascent fund its purchase of Profusa shares?

For the May 2026 terms, Ascent funds the purchase price upon delivery of Profusa shares, before the end of the pricing period, rather than after subsequently selling those shares into the market.

What is the True-Up Mechanism in Profusa’s agreement with Ascent?

The True-Up Mechanism adjusts for price declines during an Adjustment Period. If 97% of the lowest VWAP in that period is below the closing price, Profusa issues extra shares so Ascent’s total matches the shares it would receive at the lower adjusted price.

Who is Profusa’s counterparty in this equity line arrangement?

The counterparty is Ascent Partners Fund LLC. The equity line is governed by a Securities Purchase Agreement dated July 28, 2025 and amended on December 22, 2025, which sets the framework for Profusa’s Advance Notices.

Filing Exhibits & Attachments

3 documents