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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):\nOctober 15, 2026

PROFUSA, INC.

(Exact name of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Delaware		001-41177		86-3437271
(State or other jurisdiction \nof incorporation)		(Commission File Number)		(IRS Employer \nIdentification No.)

626 Bancroft Way, Suite A

Berkeley, CA 94710

(Address of principal executive offices, including\nzip code)

Registrant’s telephone number, including\narea code: (925) 997-6925

Not Applicable.

(Former name or former address, if changed since\nlast report)

Check the appropriate box below if the Form 8-K filing is intended\nto simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

\n \n \n \n

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

\n \n \n \n

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

\n \n \n \n

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

\n \n \n \n

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		PFSA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth\ncompany as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange\nAct of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant\nhas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant\nto Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, the Company is party to a Securities Purchase\nAgreement, dated as of February 11, 2025 (as amended, the “Purchase Agreement”), by and among the Company, Ascent Partners\nFund LLC, a Delaware limited liability company (“Ascent”), the other purchasers from time to time party thereto and Ascent,\nas collateral agent. On October 15, 2026, pursuant to the Purchase Agreement, the Company issued to Ascent a Senior Secured Convertible\nPromissory Note in the principal amount of $769,230.77, for a purchase price of $700,000.00 (the “Note”). The Note was issued\nwith original issue discount.

Terms of the Note

Maturity and Interest: The Note matures on the earlier of (i)\nOctober 15, 2027 and (ii) the Option Closing Date (the date on which the closing of the exercise of the Company’s option under the\nOption Agreement, dated as of July 31, 2026, occurs). The Note bears interest at a rate of 7% per annum, payable monthly, on each Conversion\nDate and on the maturity date, which increases to 18% per annum (or, if lower, the maximum rate permitted by law) upon an Event of Default.\nSubject to satisfaction of certain Equity Payment Conditions, interest may be paid in shares of Common Stock at the Amortization Price.

Conversion Price: The Note is convertible, in whole or in part,\nat the option of Ascent at any time into shares of Common Stock at a Conversion Price of $4.28 per share, subject to adjustment, provided\nthat in no event shall the Conversion Price be less than the Floor Price. The Conversion Price is subject to adjustment for stock dividends,\nstock splits and similar events, changes in the option price or rate of conversion of other Stock Equivalents, and subsequent equity sales\nat an effective price below the then-current Conversion Price (other than Exempt Issuances).

Floor Price: The Floor Price is $1.07 per share (as adjusted\nfor share splits, share dividends, share combinations, recapitalizations and similar events); provided that on each six-month anniversary\nof the Original Issue Date, if the Floor Price then in effect is higher than the Adjusted Floor Price, the Floor Price will automatically\nbe lowered to the Adjusted Floor Price, which equals the lower of (i) the Floor Price then in effect and (ii) 20% of the lower of (x)\nthe closing price of the Common Stock on the Trading Day immediately prior to such anniversary and (y) the average closing price of the\nCommon Stock over the five Trading Days ending on the Trading Day immediately prior to such anniversary.

Amortization and Prepayment: Commencing on January 1, 2027 and\non the first day of each calendar month thereafter, the Company is required to make monthly amortization payments of principal in the\namounts set forth in the Note, which, subject to satisfaction of the Equity Payment Conditions, may be paid in shares of Common Stock\nvalued at the Amortization Price (the lower of the Conversion Price and 95% of the lowest VWAP during the ten Trading Days prior to the\npayment date). Upon consummation of any Subsequent Offering, the Company must prepay the Note in cash in an amount equal to 33% of the\nnet proceeds thereof. The Company may voluntarily prepay the Note upon ten Business Days’ prior written notice, subject to Ascent’s\nconversion rights. Any repayment of principal in cash (other than a mandatory prepayment) is subject to a 5% Cash Payment Fee, and late\npayments are subject to a 10% Late Fee.

Conversion Limitations: Ascent may not convert the Note to the\nextent that, after giving effect to such conversion, Ascent (together with its affiliates and attribution parties) would beneficially\nown in excess of 4.99% of the outstanding Common Stock, which limit may be increased or decreased by Ascent upon 61 days’ prior\nnotice, but not above 9.99%. In addition, the Company may not issue shares of Common Stock under the Note in excess of the number permitted\nunder the rules of its Principal Trading Market (the “Exchange Cap”) unless stockholder approval is obtained or such approval\nis not required, and the Company must pay cash in redemption of any portion of the Note not convertible due to the Exchange Cap.

Other terms: The Note is secured by the Security Agreement and\nthe Intellectual Property Security Agreement and ranks pari passu with all other Notes issued under the Purchase Agreement. So long as\nthe outstanding principal amount of the Notes exceeds $200,000, the Company is subject to negative covenants, including restrictions on\nincurring Indebtedness and Liens, selling assets, making Restricted Payments, entering into Fundamental Transactions and transactions\nwith Related Parties. The Note contains customary Events of Default, including payment defaults, covenant breaches, cross-defaults on\nIndebtedness in excess of $200,000, bankruptcy events, a Change of Control, the Common Stock becoming “penny stock” and failure\nto timely deliver Conversion Shares, upon the occurrence of which the Note and all other Obligations may be declared immediately due and\npayable in cash. The Note is governed by Delaware law with an exclusive Delaware forum and jury trial waiver.

The foregoing description of the Note is a summary only, does not purport\nto be complete, and is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 10.1 to this Current Report\non Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation\nunder an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference\ninto this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated by reference\ninto this Item 3.02. The Note and the shares of Common Stock issuable upon conversion thereof have not been registered under the Securities\nAct of 1933, as amended (the “Securities Act”), and were issued in reliance on the exemption from registration provided by\n[Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder].

Forward-Looking Statements. This Current Report on\nForm 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995\nthat involve risks and uncertainty. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical\nfact should be considered forward-looking statements, including, but not limited to, statements regarding the Note, potential conversions\nof the Note and the issuance of shares of Common Stock, and potential dilution. Words such as “anticipate,” “estimate,”\n“expect,” “intend,” “plan,” and “project” and other similar words and expressions are\nintended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather\nare subject to various risks and uncertainties. Such statements are based on management’s current expectations and are subject to\na number of risks and uncertainties, many of which are beyond management’s control, that could cause actual results to differ materially\nfrom those described in the forward-looking statements, as well as risks relating to general economic conditions, market conditions, interest\nrates, and other factors. Investors are cautioned that there can be no assurance actual results or business conditions will not differ\nmaterially from those projected or suggested in such forward-looking statements as a result of various factors. Please refer to the risks\ndetailed from time to time in the reports we file with the SEC, including the Company’s Annual Report on Form 10-K for the year\nended December 31, 2025, filed with the SEC, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors\nthat could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any\nintention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or\notherwise, unless required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

\n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit No.		Description
10.1		Senior Secured Convertible Promissory Note, dated October 15, 2026, issued by Profusa, Inc. to Ascent Partners Fund LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,\nas amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

October 15, 2026	Profusa, Inc.

	By:	/s/ Fred Knechtel
	Name:	Fred Knechtel
	Title:	Chief Financial Officer

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