Every material Form 8-K Profusa, Inc. has filed with the SEC since October 05, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Profusa, Inc. entered into Amendment No. 4 to its Note Modification and Conversion Agreement with holder NorthView Sponsor I LLC on November 5, 2026. The amendment sets a $0.20 floor on the conversion price for the note, which has an original principal amount of up to $2,500,000. The change could result in a larger number of shares being issued to the holder on conversion, which may dilute existing shareholders.
Amendment No. 4 dated November 5, 2026 sets conversion price at the greater of $0.20 Floor Price or the prior trading day's Nasdaq closing price
Conversion shares are calculated as principal multiplied by 122%, divided by the conversion price, unchanged by the amendment
The prior Amendment No. 3 of August 12, 2026 set the conversion price at the greater of $4.28 or the prior trading day's closing price
Original note principal amount of up to $2,500,000, with the agreement first entered April 24, 2026
On October 15, 2026, Profusa issued a Senior Secured Convertible Promissory Note with a $769,230.77 principal amount to Ascent Partners Fund LLC for a purchase price of $700,000.00, with original issue discount. The note is convertible into common stock at $4.28 per share and is secured by company assets, so holders could receive new shares and the company faces debt and cash payment obligations that may affect existing shareholders.
Principal of $769,230.77 issued for a purchase price of $700,000.00, with original issue discount.
Matures on the earlier of October 15, 2027 and the Option Closing Date; interest is 7% per annum, rising to 18% upon an Event of Default.
Convertible at Ascent's option at $4.28 per share, subject to adjustment and a Floor Price of $1.07 per share.
Monthly principal amortization begins January 1, 2027; 33% of net proceeds of any Subsequent Offering must be used to prepay the note in cash.
Profusa dismissed CBIZ CPAs as its independent auditor on October 5, 2026, and engaged WithumSmith+Brown for fiscal 2026. CBIZ's prior audit report for 2025 included a going-concern paragraph and the company disclosed unremediated material weaknesses in internal control, which matters to shareholders because it signals financial reporting and viability concerns.
CBIZ CPAs dismissed on October 5, 2026; its 2025 audit report had no adverse opinion or disclaimer but included a going-concern explanatory paragraph.
Material weaknesses in internal control, including segregation of duties and complex debt and equity accounting, had not been remediated as of June 30, 2026.
WithumSmith+Brown engaged on October 6, 2026, for the fiscal year ending December 31, 2026, following Audit Committee and Board approval on September 30, 2026.
No disagreements with CBIZ were reported; CBIZ's response letter is filed as Exhibit 16.1.
On October 4, 2026, Profusa amended two senior secured convertible promissory notes held by Ascent Partners Fund LLC, issued April 2 and April 20, 2026. The amendments change the conversion price formula, set a fixed floor price of $0.338 per share, and set a reserve amount of 150% of potentially issuable shares for these notes, and Ascent waived certain anti-dilution protections on three later notes. The filing describes the changes as affecting potential conversions and dilution, which matters to shareholders because the share count could rise on conversion.
Amendments dated October 4, 2026 cover the April 2, 2026 note ($555,555.55 principal, $500,000 purchase price) and the April 20, 2026 note ($1,111,111.11 principal, $1,000,000 purchase price).
Conversion price is now the greater of $1.20 and 95% of the lowest daily VWAP over the five trading days before conversion, and cannot be less than the $0.338 fixed floor; previously it was a fixed $0.50 per share.
Reserve amount for these notes is 150% of the maximum shares issued or potentially issuable under the transaction documents.
Ascent waived anti-dilution provisions in Sections 5(b) and 5(c) for notes issued August 12, September 1 and September 16, 2026.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
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