Profusa, Inc. (PFSA) · Oct 15, 2026 · New debt

Profusa convertible note adds cash but deepens dilution risk

$700K convertible note — $700,000 cash proceeds for $769,230.77 principal

Profusa secured $700K through a convertible note as it pursues the G3 diagnostics deal, but the financing carries dilution and repayment pressure.

Profusa is trying to shift from an early-stage biosensor developer toward a commercial diagnostics platform through its option to acquire G3 Vision Labs and related laboratories, whose 2025 revenue was estimated at roughly $111 million. The proposed transaction remains conditional on, among other things, securing at least $30 million of financing.

This is bridge financing, not the acquisition itself. Profusa received $700,000 in cash, but took on $769,230.77 of principal because the note was issued with original-issue discount. The note matures on October 15, 2027, or earlier if the G3 option closes. 〔0〕

Filing termDetail
Cash proceeds$700,000.00 (Item 1.01)
Principal issued$769,230.77 (Item 1.01)
Stated interest7% annually; 18% after an Event of Default (Maturity and Interest)
Initial conversion price$4.28 per share (Conversion Price)
Floor price$1.07 per share, subject to six-month downward resets (Floor Price)
Monthly amortization beginsJanuary 1, 2027 (Amortization of Principal)
Mandatory repayment from future financings33% of net proceeds (Mandatory Prepayments)

The financing materially worsens the company’s capital flexibility. The note is senior, secured by company and intellectual-property collateral, and restricts new debt, liens, asset sales, restricted payments and major transactions while more than $200,000 remains outstanding. 〔1〕

The equity upside for the lender creates meaningful dilution risk. Ascent can convert at $4.28 initially, but the note cannot be converted below a $1.07 floor that can reset lower every six months; monthly principal and interest may also be paid in shares if the equity conditions are met. The structure therefore gives Profusa cash today while leaving it exposed to future share issuance at potentially much lower prices. 〔2〕

Future fundraising is partly pre-committed to debt repayment. Any subsequent financing requires Profusa to use 33% of net proceeds to repay the note, while a lower-priced equity financing can reset the conversion price to that lower price. 〔3〕

Bottom line: This keeps Profusa funded while it works toward the G3 diagnostics transaction, but it is expensive, secured, and structurally dilutive capital rather than evidence that the acquisition has closed or that the operating pivot is working. The event advances the financing process, but worsens the terms of the story for existing shareholders and leaves the larger transaction dependent on the still-unmet $30 million funding requirement.

What to watch next

G3 option closing, subject to $30M financing

Original filing on SEC EDGAR

More Profusa, Inc. news

Profusa convertible note adds cash but deepens dilution risk | PFSA Stock News
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