Profusa, Inc. Files 8-K on New Agreements and Debt

TL;DR

Profusa just dropped an 8-K: new debt and equity deals signed April 2nd. Watch this space.

AI Summary

Profusa, Inc. filed an 8-K on April 6, 2026, detailing a material definitive agreement and the creation of a direct financial obligation. This includes an amendment to a Securities Purchase Agreement dated April 2, 2026, and a Senior Secured Convertible Promissory Note issued to ASCEN on April 2, 2026. The filing also notes unregistered sales of equity securities and other events.

Why It Matters

This filing indicates Profusa, Inc. has entered into new financing agreements, which could impact its financial obligations and equity structure.

Risk Assessment

Risk Level: medium — The filing involves new financial obligations and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• Profusa, Inc. (company) — Filer
• ASCEN (company) — Note Holder
• April 2, 2026 (date) — Date of Securities Purchase Agreement Amendment and Promissory Note
• April 6, 2026 (date) — Filing Date of 8-K

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share PFSA The Nasdaq Stock Mar
• $12,222,222 — ggregate principal amount not to exceed $12,222,222 and for a purchase price that reflects
• $1,666,666.66 — l, whether in cash or by conversion, of $1,666,666.66 in aggregate principal amount of Notes
• $0.50 — rrant") at an initial exercise price of $0.50 per share, in form reasonably acceptabl
• $555,555.55 — te in the aggregate principal amount of $555,555.55 (the "Third Tranche Note"). The Third T
• $30,000,000 — ssets"), for aggregate consideration of $30,000,000 (the "Proposed Transaction"). The Propo
• $10,000,000 — orts to conclude an equity financing of $10,000,000 contemporaneously with or within 30 day
• $2,000,000 — financing and future financings, up to $2,000,000 in aggregate, for consulting work and r

Filing Documents

• ea0285151-8k_profusa.htm (8-K) — 46KB
• ea028515101ex10-1.htm (EX-10.1) — 447KB
• ea028515101ex10-2.htm (EX-10.2) — 180KB
• ea028515101ex99-1.htm (EX-99.1) — 42KB
• ea028515101ex99-2.htm (EX-99.2) — 17KB
• ea028515101ex10-1img1.jpg (GRAPHIC) — 5KB
• ea028515101ex10-1img2.jpg (GRAPHIC) — 2KB
• 0001213900-26-040111.txt ( ) — 1082KB
• nvacw-20260402.xsd (EX-101.SCH) — 3KB
• nvacw-20260402_lab.xml (EX-101.LAB) — 33KB
• nvacw-20260402_pre.xml (EX-101.PRE) — 22KB
• ea0285151-8k_profusa_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Amendment No. 4 to Securities Purchase Agreement and Pledge Agreement As previously disclosed, Profusa, Inc., a Delaware corporation (the "Company")entered into the (A) the Securities Purchase Agreement, dated as of February 11, 2025 (as previously amended, the "Purchase Agreement"), by and among the Company, Ascent Partners Fund LLC, a Delaware limited liability company ("Ascent"), the other purchasers from time to time party thereto (the "Purchasers"), and Ascent, as collateral agent for the purchaser parties (the "Collateral Agent"), and (B) that certain Pledge Agreement, dated as of July 11, 2025 (as previously amended, the "Pledge Agreement"), among the Company, Ben Hwang, William McMillan, Northview Sponsor I, LLC, and the Collateral Agent. On April 2, 2026, Profusa, Inc., a Delaware corporation (the "Company"), entered into Amendment No. 4 ("Amendment No. 4") to the Purchase Agreement and Pledge Agreement. Pursuant to Amendment No. 4, the Company may request to sell additional convertible promissory notes (the "Additional Notes") having an aggregate principal amount not to exceed $12,222,222 and for a purchase price that reflects at least a 10% original issue discount, by delivering to the Collateral Agent a notice specifying the aggregate initial principal amount requested, the purchase price and the proposed additional closing date. Amendment No. 4 also amends the Pledge Agreement to, among other things, replace the definition of "Release Condition" in Section 7.10 of the Pledge Agreement to mean payment in full, whether in cash or by conversion, of $1,666,666.66 in aggregate principal amount of Notes issued in the Additional Closings expected to occur on and shortly following the effective date of Amendment No. 4 (the "Amendment Effective Date"). Additionally, the Company and Ascent acknowledged that any mandatory prepayment amounts received by Ascent pursuant to the Notes shall first be allocat

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Third Tranche Note is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Third Tranche Note and the Warrant is incorporated herein by reference. The Third Tranche Note is convertible into shares of the Company's Common Stock and the Warrant is exercisable for shares of the Company's Common Stock, in each case as described in Item 1.01 above. The issuance of the Third Tranche Note and the Warrant, and the shares of Common Stock issuable upon conversion or exercise thereof, were not registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

01. Other Events

Item 8.01. Other Events. Letter of Intent Relating to Proposed Acquisition of Bio Insights PanOmics Assets On March 31, 2026, the Company entered into a non-binding letter of intent (as amended and restated on April 3, 2026, the "LOI") with Bio Insights LLC ("Bio Insights"), pursuant to which the Company proposes to acquire certain assets of Bio Insights, including the PanOmics assay and related know-how (the "PanOmics Assets"), for aggregate consideration of $30,000,000 (the "Proposed Transaction"). The Proposed Transaction is conditioned upon: (i) the negotiation and execution of a definitive asset acquisition agreement; (ii) the satisfaction of customary closing conditions; and (iii) the receipt of all required stockholder approvals. The LOI is non-binding except with respect to certain provisions relating to confidentiality, exclusivity, termination and governing law. Profusa believes that the acquisition of the Panomic DX next-generation sequencing (NGS) assets introduces a near-term revenue opportunity aligned with recent CMS reimbursement guidance requiring NGS testing in oncology. Panomic DX offers the potential for immediate commercial traction and reimbursement-backed cash flow potential. Moreover, the Company believes that the combination of real-time biochemical monitoring and genomic diagnostics will strengthen the Company's ability to deliver a fully integrated oncology solution. The PanOmics Assets enable a marker panel that has been designed for broad utilization across several important cancers as well as common metabolic disease states. include pancreatic cancer, fatty liver cancer, Esophageal Cancer and Thyroid Cancer. The PanOmics marker panel is designed to identify sequence variations and copy number expression conferring hereditary risk, profile somatic tumor mutations to guide therapeutic selection, support liquid biopsy monitoring via circulating tumor DNA, and predict malignant progression in patients. 2 The Centers for Medicare and

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Description 10.1 Amendment No. 4, dated as of April 2, 2026, to the Securities Purchase Agreement, dated as of February 11, 2025, and the Pledge Agreement, dated as of July 11, 2025 10.2 Senior Secured Convertible Promissory Note, dated April 2, 2026, issued to Ascent Partners Fund LLC 99.1 Non-Binding Letter of Intent, dated March 31, 2026 (as amended and restated on April 3, 2026), by and between Profusa, Inc. and Bio Insights LLC 99.2 Press Release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. April 6, 2026 Profusa, Inc. By: /s/ Ben Hwang Name: Ben Hwang Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR