Profusa, Inc. Announces Major Financing Agreement with Ascent Partners Fund LLC

Key Points

• Profusa, Inc. (Nasdaq: PFSA) has entered into a significant financing transaction involving a Senior Secured Convertible Promissory Note and a Warrant to Purchase Common Stock with Ascent Partners Fund LLC.
• The transaction includes a Senior Secured Convertible Promissory Note issued on April 20, 2026, and associated warrant and lock-up agreements.
• The convertible note and warrant agreements contain terms that can materially affect Profusa’s capital structure, share count, and potentially the valuation of its shares.
• Lock-up agreements are in place, restricting the sale of underlying shares for a specified period, which may influence market liquidity and supply of the stock.
• The note and warrant are secured and convertible, with anti-dilution protections and adjustment mechanisms in the event of future financings, stock splits, or other corporate events.
• Profusa is classified as an emerging growth company under SEC rules.

Detailed Overview of the Financing Agreement

1. Senior Secured Convertible Promissory Note

On April 20, 2026, Profusa, Inc. entered into a definitive agreement to issue a Senior Secured Convertible Promissory Note to Ascent Partners Fund LLC. This note is secured by Profusa’s assets and can be converted into shares of Profusa’s common stock at specified conversion prices. The note features:

• Original Issue Discount (OID): The note was issued with an original issue discount, meaning the amount funded by the investor is less than the face value of the note. Details on OID are available per Treasury regulations.
• Conversion Features: The note is convertible into common stock at a price determined by the agreement and is subject to anti-dilution adjustments in the event of stock splits, dividends, or issuance of stock at prices below the conversion price.
• Beneficial Ownership Limitation: The investor cannot convert the note if it would result in ownership in excess of a specified threshold, protecting against hostile takeovers or excessive dilution.
• Events of Default: The note specifies a range of default events, including failure to meet public information requirements, delisting, insolvency, or significant changes of control, which could trigger accelerated repayment or other remedies.
• Use of Proceeds: The proceeds from the note are to be used as provided in the Securities Purchase Agreement, with restrictions on use for sanctioned activities or investments.
• Transfer Restrictions: The note is not registered under the Securities Act and may not be sold or transferred without compliance with applicable securities laws.

2. Warrant to Purchase Shares of Common Stock

In conjunction with the note, Profusa issued a warrant to Ascent Partners Fund LLC, allowing them to purchase shares of Profusa’s common stock on terms similar to those in the note. Key terms include:

• Exercise Price and Adjustments: The warrant is exercisable at a defined price, with adjustments for stock splits, dividends, and dilutive issuances. If the company issues new shares at a price below the warrant exercise price, the warrant price will be adjusted downward.
• No Fractional Shares: Upon exercise, fractional shares are paid in cash rather than issued as stock.
• Lock-up and Transfer Restrictions: The warrant and any shares issued under it are subject to transfer restrictions and lock-up agreements, limiting immediate resale into the market.
• Anti-dilution and Corporate Event Protections: The agreement specifies protections for the holder in the event of mergers, reorganizations, or other fundamental transactions, ensuring the warrant holder receives equivalent value.

3. Lock-Up Agreement

As part of the transaction, Ascent Partners Fund LLC has entered into a Lock-Up Agreement restricting the sale, transfer, or pledge of shares acquired through the note or warrant for a defined period. This lock-up is structured to prevent a sudden influx of new shares into the market, potentially stabilizing the share price during the lock-up period.

• Certain exceptions are allowed, such as transfers to affiliates or charities, but only if the transferee agrees to abide by the same lock-up terms.
• Transfers related to employee vesting or option exercises are permitted under limited circumstances, with required SEC filings explaining the nature of the transfer.
• Establishment of Rule 10b5-1 plans is allowed, but sales under such plans cannot occur during the lock-up period.

Potentially Price-Sensitive and Shareholder-Relevant Information

• This is a secured financing with potential for significant dilution if the convertible note and warrants are exercised.
• Anti-dilution protections could lower conversion or exercise prices if the company issues additional shares at lower prices, raising dilution risk for existing shareholders.
• Lock-up agreements may temporarily limit new shares entering the market, but expiration could lead to increased selling pressure.
• Change of control triggers and default provisions could accelerate repayment or conversion, impacting company control and capital structure.
• The agreement requires public disclosure of material adjustments to conversion prices or warrant exercise prices, ensuring shareholders are kept informed of changes that could impact valuation.
• Emerging growth company status may affect financial reporting obligations and regulatory requirements.

Conclusion

This financing transaction is material and could significantly impact Profusa’s capital structure, share price, and liquidity. The issuance of a senior secured convertible note and associated warrant, combined with anti-dilution adjustments and lock-up provisions, introduces both potential upside (through capital infusion and investor confidence) and downside (through possible future dilution and event-driven volatility). Shareholders should closely monitor Profusa’s filings for any conversions, exercises, or changes in the terms of these agreements, as these could have direct implications for the company’s market valuation and trading dynamics.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review official SEC filings and consult with their own financial advisors before making investment decisions. The author and publisher are not responsible for any investment actions taken based on this information.

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