$384,615.38, the face value of a Senior Secured Convertible Promissory Note Profusa, Inc. (Nasdaq: PFSA) issued to Ascent Partners Fund LLC on September 16, 2026, reflects $350,000 of cash proceeds plus $34,615.38 of original issue discount, a 9.9% OID on the funded amount. At the stated 7% per annum coupon on face, the annual interest run-rate comes to approximately $26,923. The note matures on September 16, 2027, or on the Option Closing Date if that falls earlier.
The transaction is an additional closing under a Securities Purchase Agreement Profusa and Ascent signed on February 11, 2025. Ascent acts as both purchaser and collateral agent for the note holders. The Company's obligations are secured by substantially all of its assets under security agreements executed when the original purchase agreement was put in place. Profusa is incorporated in Delaware, trades on Nasdaq under the ticker PFSA, and carries emerging growth company status.
Note terms
Interest accrues at 7% per annum, payable in cash on the first of each calendar month and on the maturity date. Profusa may settle those payments in shares of its common stock at the Amortization Price, subject to Equity Payment Conditions set out in the note. Monthly amortization on the principal commences January 1, 2027.
Ascent holds the option to convert outstanding principal into Profusa common stock at $4.28 per share. The conversion price carries a floor of $1.07 per share, adjusting on each six-month anniversary of the original issue date per the Adjusted Floor Price formula in the note. Ascent's beneficial ownership is capped at 4.99% of Profusa's outstanding shares, expandable to 9.99% with 61 days' prior written notice.
Profusa is required to apply 33% of net proceeds from any Subsequent Offering to mandatory prepayment of this note. An event of default, which the note defines to include failure to pay, delisting from an eligible market, or failure to deliver conversion shares, triggers a 1,100-basis-point step-up in the interest rate from 7% to 18% per annum. At that point, all outstanding obligations become immediately due at Ascent's election.
The 8-K was signed by Chief Executive Officer Jack Stover from Profusa's Berkeley, California offices.