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On July 28, 2025, Profusa, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Ascent Partners Fund LLC (the "Purchaser"). Pursuant to the terms and conditions set forth in the Purchase Agreement, the Company may, from time to time and at its discretion, issue and sell to the Purchaser shares of its common stock (the "Purchased Securities") for an aggregate purchase price of up to $100,000,000 (the "Maximum Aggregate Purchase Price"), subject to certain limitations and conditions described below.
Under the Purchase Agreement, the Company may deliver advance notices (each, an "Advance Notice") to the Purchaser to request the purchase of shares of common stock, with each closing (a "Closing") to occur on a trading day following the end of a 10 or fewer trading day valuation period commencing on the trading date immediately following the delivery of the Advance Notice, or as determined by the Purchaser. The purchase price per share at each Closing will be equal to 97% of the lowest volume-weighted average price ("VWAP") of the Company's common stock during the applicable valuation period, subject to a floor price and other adjustments as set forth in the Purchase Agreement. The maximum purchase price at any single Closing is limited to the lower of (a) $5,000,000 or (b) 100% of the average daily traded value of the common stock for the five trading days immediately preceding such Closing.
The Purchase Agreement contains certain limitations, including that the aggregate number of shares issued under the Purchase Agreement may not exceed the number of shares registered under the applicable registration statement or the exchange cap (generally 19.9% of the Company's outstanding common stock as of the effective date), unless stockholder approval is obtained or as otherwise permitted by the rules of the principal trading market. In addition, the Purchaser's beneficial ownership of the Company's common stock is limited to 9.99% of the outstanding shares immediately after giving effect to any issuance.
The Company is required to deliver the Purchased Securities as DWAC shares to the Purchaser on the date that it delivers the applicable Advance Notice. If the Company fails to timely deliver the shares, the Purchaser may, among other remedies, deem the Advance Notice rescinded or require the Company to pay certain cover costs. The Purchaser may resell the Purchased Securities during the valuation period, and the Company is obligated to return any surplus shares if the Maximum Aggregate Purchase Price is exceeded.
The Purchase Agreement also provides for the issuance of a warrant to the Purchaser for the purchase of 900,000 shares of common stock, and includes a Registration Rights Agreement, Lock-Up Agreements from the Company's officers and directors, and a Transfer Agent Instruction Letter. The Company is required to reserve sufficient shares of common stock to satisfy its obligations under the Purchase Agreement and to maintain the listing of its common stock on its principal trading market.
The Company has made customary representations and warranties, including as to its organization, authorization, capitalization, compliance with laws, and the absence of material adverse effects, among others. The Purchaser has also made customary representations, including as to its status as an accredited investor and its investment intent.
The Purchase Agreement contains covenants restricting the Company from entering into certain equity line or at-the-market transactions, exchange transactions, or related party transactions without the Purchaser's consent, and requires the Company to maintain current public information, timely file required reports, and make certain public disclosures regarding the transaction. The Company is also required to indemnify the Purchaser and its affiliates for certain losses arising out of the transaction.
The proceeds from the sale of the Purchased Securities are to be used exclusively for the purchase of Bitcoin (which may be used for repayment of indebtedness), provided the Company's cash balance on any Closing Date exceeds $5,000,000. If the cash balance is less than $5,000,000, proceeds must first be used to bring the cash balance to that amount, with the remainder used to purchase Bitcoin. The Company is prohibited from using proceeds for executive compensation, distributions, or repayment of indebtedness to security holders.
Posted In: PFSA
