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Profusa converts $6.1M debt to equity, issues new $650K note

What's the deal? Profusa (NASDAQ: PFSA) has issued a new $650,000 senior secured convertible note to Ascent Partners FundDealroom has a profile for this one. Try Dealroom →, its primary secured lender, alongside a deal to convert $6.14 million of existing debt into preferred stock. The transactions were disclosed in an August 21, 2026 Form 8-K filing.

The details: The new note carries an aggregate principal of $714,285.72 for a $650,000 purchase price, at a conversion price of $1.07 per share. It carries 7% annual interest and matures on August 12, 2027.

The larger move is a separate August 19 exchange agreement converting $6.14 million in outstanding notes — principal plus accrued interest — into newly created Series A non-voting convertible preferred stock.

Why it matters: The exchange sets an effective conversion price of $4.28 per share, a premium to the $1.07 on the new note. That higher price cuts the number of shares Ascent would receive versus converting at the original rate, easing dilution for existing shareholders while removing an interest-bearing liability.

What could go wrong? The debt-for-equity exchange is not yet complete. It hinges on Profusa closing its option under a July 31, 2026 option agreement.

The terms also carry risk. Interest jumps to 18% annually on default, and Profusa must prepay Ascent 33% of net proceeds from any future offering — a clause that could constrain its ability to raise fresh capital.

The signal: The deal shows a cash-strapped small-cap leaning on its lead lender to both fund operations and repair its balance sheet in one stroke — trading near-term dilution relief for tighter dependence on a single financier.

Read more: Minichart

Image credit: Generated with Gemini

Source: dealroom

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