Profusa, Inc. (PFSA): debt financing — NorthView amends Profusa merger terms and secures up to $20M convertible note financing

Profusa, Inc.

Amendment No. 4 lowers earnout revenue target for Milestone IV from $99.7M in FY2025 to $11.864M in FY2026.
Milestone III (Tasly JV) deadline extended to December 31, 2025; merger termination date pushed to March 22, 2025.
Securities Purchase Agreement for $22.22M principal convertible notes ($20M net after 10% OID); first tranche of $10M at closing.
Convertible notes mature in 18 months, 10% interest (24% default), conversion at lower of $10 or 95% of 10-day VWAP with MFN/down-round protections.
Lock-up agreements for NorthView officers/directors on shares post-closing.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Profusa, Inc. incurred convertible notes of up to $22,222,222 with an institutional investor at 10% per annum maturing 18-months from its respective closing date.

Instrument: convertible notes
Principal: up to $22,222,222
Counterparty: an institutional investor
Rate: 10% per annum
Maturity: 18-months from its respective closing date
Event: incurrence

Exact text from the filing

the conditions relating to such purchase set forth in the SPA, to purchase from NorthView senior secured convertible promissory notes in an aggregate principal amount of up to $22,222,222 (the “Convertible Notes”) for a purchase price of up to $20,000,000, after a 10% original issue discount (“OID”). The SPA contemplates that the Convertible Notes will be purchased

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Profusa, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-25-014987

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