8-K: Profusa, Inc. Amends Convertible Notes with Ascent Partners

Profusa, Inc. has amended its Senior Secured Convertible Promissory Notes with Ascent Partners Fund LLC, altering conversion prices and waiving certain anti-dilution provisions.

Summary

• Profusa, Inc. has entered into Amendment No. 1 to its Securities Purchase Agreement and specific Senior Secured Convertible Promissory Notes with Ascent Partners Fund LLC.
• These amendments, effective October 4, 2026, modify the terms of the April 2, 2026, and April 20, 2026, notes.
• The 'Floor Price' for conversion has been fixed at $0.338 per share.
• The 'Conversion Price' is now the greater of $1.20 or 95% of the lowest daily VWAP during the five trading days preceding conversion, but not less than the new Floor Price of $0.338.
• Ascent Partners has waived Sections 5(b) and 5(c) (anti-dilution provisions related to option price/conversion rate and subsequent equity sales) for three other notes issued in August and September 2026.
• The 'Reserve Amount' calculation for shares issuable under the amended notes has been updated to consider the new Floor Price and ignore conversion/exercise limits.
• The company reaffirmed its guaranty obligations and granted liens, while releasing Ascent Partners and its related parties from claims.
• The company will reimburse Ascent Partners for fees and expenses related to the amendment.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative development due to the significant increase in the potential dilution and the adjustment of conversion terms, which is unfavorable for existing shareholders.

Positives

• The company has secured an amendment to its existing financing agreements, potentially providing flexibility.
• Ascent Partners has released the company and its subsidiaries from all claims and losses.
• The company reaffirmed its obligations and liens, indicating continued commitment to the agreement.

Negatives

• The conversion price has been significantly adjusted upwards, with a new floor price of $0.338, which is higher than the previous floor price (20% of closing sale price on the Amendment Effective Date).
• The waiver of anti-dilution provisions (Sections 5(b) and 5(c)) for other notes issued to Ascent Partners in August and September 2026 could lead to increased dilution for existing shareholders under certain future scenarios.
• The 'Reserve Amount' calculation is now based on the fixed Floor Price of $0.338, potentially increasing the maximum number of shares issuable.
• The company is obligated to reimburse Ascent Partners for fees, costs, and expenses related to the amendment.

Risks

• Potential for significant dilution to existing shareholders due to the revised conversion terms and waiver of anti-dilution provisions on other notes.
• The fixed Floor Price of $0.338 may not reflect the actual market value of the common stock at the time of conversion.
• The company may incur additional costs and expenses related to the amendment and ongoing obligations.
• The effectiveness of the amendment is contingent on the payment of all outstanding Obligations, including fees and expenses.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the implications of the amended note terms on potential future share issuances and dilution.

Management Comments

• The company and Ascent Partners agreed to the amendments to modify the terms of the Senior Secured Convertible Promissory Notes.
• The company reaffirmed its guaranty obligations and all Liens securing the Obligations.
• The company released Ascent Partners and its Related Parties from all claims and losses.

Industry Context

StockSavvy.ai notes that amendments to convertible notes, particularly those involving changes to conversion prices and anti-dilution provisions, are common in early-stage or growth companies seeking to manage their capital structure and investor relations. The shift to a fixed floor price and the waiver of certain anti-dilution clauses suggest a negotiation aimed at providing more certainty for the investor while potentially increasing future dilution risk for existing shareholders.

Related Party Transactions

• The amendments involve Profusa, Inc. and Ascent Partners Fund LLC, which is a party to the Securities Purchase Agreement and the holder of the convertible notes.

Stakeholder Impact

• Shareholders: Potential for increased dilution due to revised conversion terms and waived anti-dilution provisions on other notes.
• Creditors: Reaffirmation of guaranty obligations and liens may provide some assurance, but the increased potential for dilution could indirectly impact creditor confidence.
• Ascent Partners Fund LLC: Benefits from a fixed floor price and waiver of certain anti-dilution provisions, potentially securing their investment terms.

Next Steps

• The Amendment Effective Date is contingent on the payment of all Obligations due on or before that date, including costs, expenses, and fees.
• If the Amendment Effective Date does not occur within two Business Days, the Collateral Agent may terminate the amendment.

Key Dates

Recommendation

The amendments significantly alter the terms of convertible notes in a manner that is detrimental to existing shareholders, primarily through increased potential for dilution and less favorable conversion terms. The waiver of anti-dilution provisions on other notes is a key concern. This suggests a worsening financial position or increased need for capital, leading to unfavorable terms for equity holders.

Keywords

Convertible Promissory Note, Amendment, Securities Purchase Agreement, Ascent Partners Fund LLC, Profusa, Inc., Conversion Price, Floor Price, Anti-dilution