PFSA · Profusa, Inc. Common Stock

Profusa, Inc. completed an additional closing under its existing Securities Purchase Agreement with Ascent Partners Fund LLC, issuing a senior secured convertible note with a principal of $1,111,111.11 for a $1,000,000 cash purchase price, reflecting original issue discount. The note accrues 12% interest payable monthly in cash and is convertible into common stock at $0.50 per share, with obligations secured by substantially all company assets, increasing creditor protection for Ascent. A companion warrant allows purchase of 3,333,333 shares at the same $0.50 strike, exercisable cash or cashless for five years, enhanced from an original 1,111,111 shares via a side letter that also waived prior defaults related to a delayed prior warrant delivery and granted demand/piggyback registration rights. This structure provides Ascent equity upside potential while maintaining debt seniority. The accompanying 120-day lock-up on warrant shares through August 22, 2026 signals commitment to price stability, with exceptions for permitted transfers. Beneficial ownership caps (note at 9.99% effective June 2026, warrant at 9.99%) limit immediate dilution. For investors, this dilutive financing extends runway amid likely capital needs but heightens default risk with accelerating interest and security interests, potentially complicating future financings.