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Profusa, Inc. (NASDAQ:PFSA), a microcap company with a market value of $16.48 million, announced Monday that it has amended its Securities Purchase Agreement and Senior Secured Convertible Promissory Note with Ascent Partners Fund LLC, originally dated February 11, 2025. According to InvestingPro data, the company faces significant financial challenges, with short-term obligations exceeding its liquid assets. The changes, disclosed in a press release statement and detailed in a filing with the Securities and Exchange Commission, revise the structure and terms of the company’s ongoing convertible debt financing.
According to the filing, the amended agreement restructures the issuance of convertible promissory notes into four tranches. The first tranche, totaling $10,000,000 in principal, closed on July 11, 2025. This financing comes at a crucial time for Profusa, as InvestingPro analysis shows the company’s total debt stands at $52.29 million, with a concerning current ratio of 0.0, indicating potential liquidity challenges. The second tranche will involve notes with a principal amount of $2,222,222 and a purchase price of $2,000,000, contingent upon conditions including the filing of a registration statement on Form S-1 and the absence of any Nasdaq listing deficiency.
The third tranche will consist of notes with a principal amount of $5,555,556 and a purchase price of $5,000,000, subject to additional conditions such as the full conversion or repayment of the first tranche, an effective registration statement, no Nasdaq listing deficiency, and stockholder approval. The fourth tranche, with a principal amount of $4,444,444 and a purchase price of $4,000,000, will require the full repayment of the first and second tranches, at least 50% repayment or conversion of the third tranche, an effective registration statement, and no Nasdaq listing deficiency.
The amendment replaces all previous provisions related to additional closings and notes, with all related terms now interpreted according to the new tranche structure.
Profusa also amended the terms of its senior secured convertible promissory note. The conversion price on any conversion date will now be the lower of the set conversion price or 95% of the lowest daily volume weighted average price for the company’s common stock during the ten consecutive trading days preceding the conversion date, but not less than 20% of the closing sale price on the trading day before the amendment’s effective date, August 22, 2025.
The company’s common stock is listed on the Nasdaq Stock Market under the ticker PFSA. All information is based on a press release statement and SEC filing by Profusa, Inc.
In other recent news, Profusa, Inc. announced key developments following its transition to a public company. The company has begun generating initial revenue from research applications of its technology platform and is working on expanding its biochemical monitoring capabilities. Profusa has also signed a Letter of Intent with Dismeval, S.L. to distribute its Lumee Oxygen platform in Spain, marking a significant step in its international expansion. Additionally, Profusa has initiated a bitcoin treasury strategy, planning to invest up to $100 million in bitcoin through a Securities Purchase Agreement with Ascent Partners Fund LLC. The company has already made an initial $1 million investment in bitcoin as part of this strategy. In leadership changes, Peter O’Rourke, former Acting U.S. Secretary of Veterans Affairs, has joined the Board of Directors as lead independent director. These developments come as the company outlines its growth strategy, focusing on revenue growth, AI infrastructure, and clinical pathways. Profusa’s strategic moves reflect its commitment to scaling operations and enhancing its financial structure.
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