This is a distressed financing from an existing lender at a $2M market cap company with net insider selling. The 9.9% OID, full-asset security, and mandatory prepayment clause on any future offering indicate severe cash constraints. Monitor for potential default on amortization payments starting January 2027, which would trigger 18% default rate and acceleration. The Option Agreement referenced (July 31, 2026) may provide a potential exit if exercised before maturity.
Price Chart
Executive Summary
Profusa issued a $329,670.33 senior secured convertible promissory note to Ascent Partners Fund LLC for $300,000 in cash (reflecting original issue discount), maturing September 1, 2027. The note carries 7% interest, a conversion price of $4.28 (floor $1.07), and monthly amortization starting January 2027. This is a distressed financing from an existing lender under a February 2025 purchase agreement, secured by substantially all assets, signaling ongoing cash constraints at a $2M market cap company with net insider selling.
Key Facts
- Issued $329,670.33 principal note for $300,000 cash (9.9% OID) to Ascent Partners Fund LLC
- Note matures September 1, 2027, with 7% interest and conversion price of $4.28 (floor $1.07)
- Monthly amortization payments begin January 1, 2027; mandatory prepayment of 33% of net proceeds from any subsequent offering
- Obligations secured by substantially all company assets under existing security agreements
- Company market cap is $2M; recent insider activity shows 4 sells ($152K) vs 2 buys ($9K) in last 30 days
Financial Impact
New debt of $329,670 principal ($300K net cash) at 7% interest, secured by all assets; 9.9% original issue discount
Risk Factors
- Default risk on monthly amortization payments starting January 2027
- Severe dilution if holder converts at $4.28 vs current trading price (likely well below)
- Potential acceleration of all obligations upon any event of default
- Company may be unable to raise additional capital without triggering mandatory prepayment
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (PFSA) — Batch item 1 | 0001213900-26-095984 |
| Document: ea0304170-8k_profusa.htm | 0001213900-26-095984 |
| Document: 0001213900-26-095984-index-headers.html | 0001213900-26-095984 |
| Document: 0001213900-26-095984-index.html | 0001213900-26-095984 |
| Document: 0001213900-26-095984.txt | 0001213900-26-095984 |
| 8-K Filing (PFSA) — Batch item 6 | 0001213900-26-095984 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 15, 2026 11d ago | Press Release | $1.07 $1.02 | ▼ −4.67% | ▼ −3.66% | $0.7797 (−27.13%) |
Oct 15, 2026 11d ago | 8-K | $1.07 $1.02 | ▲ +4.67% | ▲ +3.66% | $0.7797 (+27.13%) |
Oct 9, 2026 17d ago | 8-K | $1.30 $0.9002 | ▲ +30.75% | ▲ +29.26% | $0.7797 (+40.02%) |
Oct 5, 2026 21d ago | 8-K | $1.75 $1.30 | ▼ −25.71% | ▼ −26.14% | $0.7797 (−55.45%) |
Sep 24, 2026 4w ago | Press Release | $3.03 $1.87 | ▼ −38.28% | ▼ −37.87% | $0.7797 (−74.27%) |
Sep 16, 2026 5w ago | 8-K | $1.78 $2.05 | ▼ −15.17% | ▼ −12.61% | $0.7797 (+56.20%) |
Sep 15, 2026 5w ago | 8-K | $1.83 $1.91 | ▲ +4.37% | ▲ +3.55% | $0.7797 (−57.39%) |
Sep 1, 2026 7w ago | 8-K | $2.88 $2.47 | ▲ +14.24% | ▲ +14.32% | $0.7797 (+72.93%) |
Aug 31, 2026 8w ago | 8-K | $3.00 $2.88 | ▼ −4.00% | ▼ −3.86% | $0.7797 (−74.01%) |
Aug 20, 2026 9w ago | 8-K | $7.57 $4.24 | ▲ +43.99% | ▲ +45.10% | $0.7797 (+89.70%) |
US Market Status
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