Profusa, Inc. has entered into a definitive agreement to issue a Senior Secured Convertible Promissory Note to Ascent Partners Fund LLC. The transaction was executed on October 15, 2026, pursuant to a Securities Purchase Agreement originally dated February 11, 2025. The company issued the Note for a purchase price of $700,000, resulting in an original issue discount.
The principal amount of the Note is $769,230.77. It matures on the earlier of October 15, 2027, or the date of the Option Closing Date. The instrument bears interest at a rate of 7% per annum, payable monthly on each Conversion Date and the maturity date. This rate increases to 18% per annum upon the occurrence of an Event of Default.
Conversion terms allow Ascent to convert the Note into shares of Profusa common stock at a price of $4.28 per share, subject to adjustment. The note is secured by a Security Agreement and an Intellectual Property Security Agreement and ranks pari passu with other Notes issued under the Purchase Agreement.
The Note includes restrictions on the company’s ability to issue shares in excess of the trading limits of its principal market, known as the Exchange Cap. Additionally, the company is required to make monthly amortization payments starting January 1, 2027, subject to specific conditions. Upon the consummation of any Subsequent Offering, the company must prepay 33% of the net proceeds in cash.
The Note and the shares issuable upon conversion were issued in reliance on exemptions from registration under the Securities Act of 1933.
