8-K
filed April 24, 2026, 7:59 PM ET
ticker PFSA
CIK 0001859807
debt
confidence high
sentiment neutral
materiality 0.60
Profusa, Inc. (PFSA): debt financing — Profusa Issues $1.11M Convertible Note and Warrant to Ascent Partners Fund LLC
Profusa, Inc.
- Issued $1,111,111.11 principal Senior Secured Convertible Promissory Note to Ascent Partners Fund LLC for $1,000,000 purchase price, maturing April 20, 2027, with 12% annual interest.
- Issued warrant to purchase up to 3,333,333 shares of common stock at $0.50 per share, exercisable for five years.
- Ascent entered into a 120-day lock-up agreement for shares underlying the warrant, expiring August 22, 2026.
- Side letter with Ascent waived certain defaults and increased warrant shares from 1,111,111 to 3,333,333.
- Note is secured by substantially all of Profusa's assets; conversion price $0.50 per share with 4.99% beneficial ownership limitation.
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 $1,111,111.11 with Ascent Partners Fund LLC at 12% per annum maturing April 20, 2027.
- Instrument
- convertible notes
- Principal
- $1,111,111.11
- Counterparty
- Ascent Partners Fund LLC
- Rate
- 12% per annum
- Maturity
- April 20, 2027
- Event
- incurrence
Exact text from the filing
the Company issued to Ascent (i) a Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,111,111.11 (the “ Note ”) and (ii) a Warrant to Purchase Shares of common stock of Profusa, Inc. entitling Ascent to purchase up to 3,333,333 shares of the Company’s common stock, par value $0.0001 per share (the “ Warrant ”), for an aggregate purchase price of $1,000,000.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Profusa, Inc. entered into Senior Secured Convertible Promissory Note with Ascent Partners Fund LLC valued at $1,111,111.11 (effective 2026-04-20).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Ascent Partners Fund LLC
- Value
- $1,111,111.11
- Effective
- 2026-04-20
Exact text from the filing
On April 20, 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 (i) a Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,111,111.11 (the “ Note ”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Profusa, Inc. entered into Lock-Up Agreement with Ascent Partners Fund LLC (effective 2026-04-20).
- Action
- entry
- Counterparty
- Ascent Partners Fund LLC
- Effective
- 2026-04-20
Exact text from the filing
Ascent Partners Fund LLC also entered into a Lock-Up Agreement (the “ Lock-Up Agreement ”) with the Company, dated as of April 20, 2026.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Profusa, Inc. entered into Side Letter with Ascent Partners Fund LLC (effective 2026-04-20).
- Action
- entry
- Counterparty
- Ascent Partners Fund LLC
- Effective
- 2026-04-20
Exact text from the filing
f the Warrant, the Company also entered into a side letter agreement (the “ Side Letter ”) with Ascent. Pursuant to the Side Letter, (i) Ascent waived certain defaults under the Purchase Agreement related to the timing of the delivery of the warrant
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Profusa, Inc. entered into Warrant to Purchase Shares with Ascent Partners Fund LLC (effective 2026-04-20).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Ascent Partners Fund LLC
- Effective
- 2026-04-20
Exact text from the filing
(ii) a Warrant to Purchase Shares of common stock of Profusa, Inc. entitling Ascent to purchase up to 3,333,333 shares of the Company’s common stock, par value $0.0001 per share (the “ Warrant ”), for an aggregate purchase price of $1,000,000.
View on SEC.gov
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