Profusa, Inc. (PFSA) · Nov 6, 2026 · Material agreement
$0.20 conversion floor — Floor reduced from $1.07 to $0.20; 122% share-conversion formula unchanged
Profusa’s note amendment cuts the conversion floor from $1.07 to $0.20, easing debt conversion while increasing potential dilution for shareholders.
Profusa is a clinical-stage digital-health and medical-technology company building biosensing products while pursuing additional precision-medicine assets; it is also operating under substantial financing pressure, with its latest reported filings warning about going-concern uncertainty and the need for additional capital.
The amendment materially worsens the economics for existing shareholders. It replaces the prior $1.07 minimum conversion price with a $0.20 floor, a reduction of roughly 81%, while leaving the holder able to convert at the greater of that floor or the preceding trading-day close. The new price applies to conversion notices delivered on or after November 5, 2026.
| Term | Before | Amendment |
|---|---|---|
| Conversion floor (Amended Conversion Price) | $1.07 | $0.20 |
| Conversion share formula | — | 122% of principal ÷ conversion price |
| Original note principal | $2.5M | $2.5M |
This is not new operating financing. The filing changes how an existing sponsor-held note can convert; it does not provide Profusa with fresh cash. The 122% conversion multiplier remains intact, meaning the holder can receive shares calculated on 122% of the principal being converted. 〔0〕
The trade-off is debt relief versus a larger equity overhang. If the holder converts, Profusa can reduce debt, but the lower floor allows substantially more shares to be issued if the stock trades near or below the old $1.07 threshold. That is especially unfavorable in a company already relying heavily on equity-linked funding and facing a limited liquidity runway; it helps the balance sheet only by shifting the burden toward dilution. The change was approved by both the Audit Committee and the Board, so it is effective rather than merely proposed. 〔1〕
Bottom line: This is a modestly negative capital-structure development, not a change to Profusa’s underlying product story. It gives the noteholder more conversion flexibility at the cost of materially increasing potential dilution, with no new cash raised.
Any remaining note conversion before December 31 maturity
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