Profusa, Inc.

8-K · ea0293894-8k_profusa.htm iXBRL

0001859807

 2026-06-08
 2026-06-08

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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): June 8, 2026

  

 PROFUSA, INC.

 (Exact
name of registrant as specified in its charter)

  

 Delaware
  
 001-41177
  
 86-3437271

 (State or other jurisdiction

 of incorporation)
  
 (Commission File Number)
  
 (IRS Employer

 Identification No.)

  

 626 Bancroft Way , Suite A

 Berkeley ,
 CA 94710

 (Address
of principal executive offices, including zip code)

  

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

  

 Not
Applicable

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

  

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

  

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

  
  

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

  
  

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

  
  

 ☐
 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:

  

 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 company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging
growth company ☒

  

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

  

  

  

  

  

  

 Item
8.01. Other Events.

  

 On
June 8, 2026, Profusa, Inc. (the “Company”) submitted an Advance Notice to Ascent Partners Fund LLC (“Ascent”)
requesting that Ascent purchase shares of the Company’s common stock under the equity line of credit arrangement between the Company
and Ascent set forth in that certain Securities Purchase Agreement, dated as of July 28, 2025 and amended on December 22, 2025 (the “SPA”).
For Advance Notices issued during June 8, 2026 until July 15, 2026 with payment upon share delivery, the Company agreed (i) that the
Purchaser shall allow an Advance Notice for up to 9.99% of the shares outstanding at the time of said Advance Notice (subject to a cap
of $200,000 per Advance Notice), (ii) that the purchase price for the shares will be funded upon delivery of the shares to Ascent prior
to the end of the pricing period, rather than upon Ascent’s subsequent exit or sale of such shares, with Ascent remitting within
one trading day 97% of the lowest volume-weighted average price (“VWAP”) of the common stock in the ten trading days prior
to the Advance Notice date times the number of shares requested, and (iii) to include a price adjustment mechanism (the “True-Up
Mechanism”) such that if 97% of the lowest VWAP of the common stock during the period starting on the closing date and ending on
the date when Ascent has entered into committed, binding trades to sell all of the purchased shares (the “Adjustment Period”)
is lower than the closing price, then the Company will issue additional shares to Ascent so that the aggregate number of shares received
by Ascent equals the number of shares it would have received if the closing price had been equal to such adjusted price. Ascent will
waive the mandatory prepayment provisions related to Advance Notices with payment upon share delivery.

  

 1

  

  

 SIGNATURE

  

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

  

 June 8, 2026
 Profusa, Inc.

  
  
  

  
 By:
 /s/ Ben
 Hwang

  
 Name: 
 Ben Hwang

  
 Title:
 Chief Executive Officer

  

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