Profusa issues $714k convertible note; Ascent warrant price cut to $1.07; $6.1M notes exchanged for preferred stock

Profusa, Inc.

Aug 12, 2026: issued $714,285.72 senior secured convertible note to Ascent for $650,000, 7% interest, matures Aug 12, 2027, with OID.
Conversion price $1.07/share; floor $1.07; monthly amortization starts Dec 1, 2026; 33% mandatory prepay from subsequent offerings.
Amendment No. 5 lowers Ascent warrant exercise price to $1.07/share and adds a new form of Note (Exhibit A-3).
Exchange Agreement Aug 19, 2026: Ascent $6,137,958.66 outstanding (principal $5,529,722.96 + interest $608,235.70) exchanged for Series A Preferred at effective $4.28/share.
Exchange is contingent on closing of Company option under July 31, 2026 Option Agreement with multiple acquirers; exempt under Section 3(a)(9).

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