Profusa, Inc. has completed an additional closing under a Securities Purchase Agreement dated February 11, 2025, involving Ascent Partners Fund LLC. In this transaction, the company issued a Senior Secured Convertible Promissory Note with an aggregate principal amount of $384,615.38. The note was issued for a purchase price of $350,000, reflecting an original issue discount.
The note matures on the earlier of September 16, 2027, or the Option Closing Date. It accrues interest at a rate of 7% per annum, payable in cash on the first day of each calendar month and on the maturity date. Interest payments may also be made in shares of the company’s common stock, subject to specific conditions.
Key terms of the agreement include a conversion price of $4.28 per share, subject to a floor price of $1.07. The holder is subject to a beneficial ownership limitation of 4.99% of the outstanding common stock, which may be increased to 9.99% with 61 days' prior written notice. Additionally, the company is required to make a mandatory prepayment of 33% of the net proceeds from any Subsequent Offering.
The note is secured by substantially all of the company’s assets. It includes standard events of default, such as failure to pay principal or interest, breach of covenants, or bankruptcy. Upon an event of default, the interest rate increases to 18% per annum, and the outstanding obligations may become immediately due and payable.
