Profusa amends convertible notes with Ascent, lowers floor price to $0.338 per share
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.
Key points
- 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.
The filing
Written by AI on Nov 9, 2026, 11:44 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on October 05, 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.