The amendments reduce the risk of massive dilution at very low stock prices by establishing a $0.338 floor, but the company still carries substantial convertible debt with Ascent. Monitor PFSA's stock price relative to the $1.20 conversion threshold and watch for any future amendments or additional note issuances.
Price Chart
Executive Summary
Profusa amended two senior secured convertible notes held by Ascent Partners Fund LLC, raising the conversion price floor from a variable 20%-of-closing-price to a fixed $0.338 per share and setting a new conversion price of the greater of $1.20 or 95% of the 5-day VWAP. Ascent also waived anti-dilution provisions on three other notes totaling ~$1.43M. The amendments reduce near-term dilution risk by increasing the conversion price floor, but the company remains deeply dependent on Ascent for financing and the notes carry heavy potential dilution if the stock trades below $1.20.
Key Facts
- Conversion price on two April 2026 notes (combined $1.67M principal) changed to the greater of $1.20 or 95% of the lowest 5-day VWAP, with a fixed floor of $0.338 per share (was variable 20% of closing price).
- Ascent waived anti-dilution Sections 5(b) and 5(c) on three notes totaling $1,428,571.42 issued Aug-Sep 2026.
- Reserve amount for the amended notes set at 150% of maximum issuable shares assuming conversion at the floor price.
- No new cash raised; amendments do not obligate Ascent to further purchases.
- Company reaffirmed all liens and guaranties securing the obligations.
Financial Impact
No new capital raised. The fixed floor of $0.338 vs prior variable floor (20% of closing price) reduces potential dilution at low stock prices. Conversion price of $1.20 is significantly above the prior $0.50 fixed conversion price, making conversion less likely near-term.
Risk Factors
- If PFSA stock trades below $1.20, the conversion price will float at 95% of 5-day VWAP, still allowing significant dilution.
- The company has issued multiple convertible notes in 2026, indicating ongoing cash needs and reliance on Ascent for financing.
- Waiver of anti-dilution provisions on three other notes removes protections for existing shareholders if the company issues equity at lower prices.
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-106610 |
| Document: ea030766301ex10-1.htm | 0001213900-26-106610 |
| Document: ea030766301ex10-2.htm | 0001213900-26-106610 |
| Document: 0001213900-26-106610-index-headers.html | 0001213900-26-106610 |
| Document: 0001213900-26-106610-index.html | 0001213900-26-106610 |
| Document: 0001213900-26-106610.txt | 0001213900-26-106610 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 15, 2026 12d ago | Press Release | $1.07 $1.02 | ▼ −4.67% | ▼ −3.66% | $0.7700 (−28.04%) |
Oct 15, 2026 12d ago | 8-K | $1.07 $1.02 | ▲ +4.67% | ▲ +3.66% | $0.7700 (+28.04%) |
Oct 9, 2026 17d ago | 8-K | $1.30 $0.9002 | ▲ +30.75% | ▲ +29.26% | $0.7700 (+40.77%) |
Oct 5, 2026 22d ago | 8-K | $1.75 $1.30 | ▼ −25.71% | ▼ −26.14% | $0.7700 (−56.00%) |
Sep 24, 2026 4w ago | Press Release | $3.03 $1.87 | ▼ −38.28% | ▼ −37.87% | $0.7700 (−74.59%) |
Sep 16, 2026 5w ago | 8-K | $1.78 $2.05 | ▼ −15.17% | ▼ −12.61% | $0.7700 (+56.74%) |
Sep 15, 2026 6w ago | 8-K | $1.83 $1.91 | ▲ +4.37% | ▲ +3.55% | $0.7700 (−57.92%) |
Sep 1, 2026 8w ago | 8-K | $2.88 $2.47 | ▲ +14.24% | ▲ +14.32% | $0.7700 (+73.26%) |
Aug 31, 2026 8w ago | 8-K | $3.00 $2.88 | ▼ −4.00% | ▼ −3.86% | $0.7700 (−74.33%) |
Aug 20, 2026 9w ago | 8-K | $7.57 $4.24 | ▲ +43.99% | ▲ +45.10% | $0.7700 (+89.83%) |
US Market Status
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