NVACW Profusa, Inc.

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Executive Summary

Profusa submitted an Advance Notice to Ascent Partners Fund LLC under an existing equity line of credit, requesting share purchases through July 15, 2026. The modified terms cap each advance at $200,000 (up to 9.99% of outstanding shares), price shares at 97% of the lowest 10-day VWAP, and include a True-Up Mechanism that could require additional share issuance if the adjusted price falls below the closing price. This is a dilutive financing arrangement that provides near-term cash but at a significant discount and with potential further dilution.

Actionable Insight

Key Facts

• Advance Notice submitted June 8, 2026 under SPA dated July 28, 2025, as amended December 22, 2025
• Per-advance cap of $200,000, up to 9.99% of outstanding shares per notice
• Purchase price set at 97% of the lowest VWAP over the 10 trading days prior to the advance date
• True-Up Mechanism may require additional share issuance if 97% of lowest VWAP during the adjustment period is below the closing price
• Ascent waives mandatory prepayment provisions for payment-upon-delivery advances
• Advance Notice period runs from June 8, 2026 to July 15, 2026

Financial Impact

Up to $200,000 per advance, with shares sold at a 3% discount to the lowest 10-day VWAP, plus potential additional dilution from the True-Up Mechanism

Risk Factors

• Dilution from share issuance at a discount to market price
• True-Up Mechanism could increase total shares issued beyond the initial advance amount
• Repeated draws may indicate structural cash burn and difficulty accessing traditional financing

Market Snapshot

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

US Market Status

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