Profusa, Inc. Form 8-K Filing

Profusa, Inc. has filed a Form 8-K detailing significant corporate events. Amendment No. 4 to the Securities Purchase Agreement and Pledge Agreement allows the company to issue up to $12,222,222 in Additional Notes with a 10% original issue discount. The Pledge Agreement was amended to redefine the "Release Condition" to a payment of $1,666,666.66 for notes issued in additional closings. As consideration for these amendments, Profusa will issue a warrant to Ascent Partners Fund LLC for 1,111,111 shares of common stock at $0.50 per share. Additionally, Profusa issued a senior secured convertible promissory note to Ascent Partners for $555,555.55, maturing in April 2027, with a 12% interest rate, convertible at $0.50 per share. The company also entered into a non-binding letter of intent to acquire Bio Insights' PanOmics assets for $30,000,000, to be satisfied through equity. This acquisition aims to introduce a near-term revenue opportunity in oncology diagnostics, leveraging recent CMS reimbursement guidance for next-generation sequencing tests. The acquisition is subject to definitive agreement, customary closing conditions, and stockholder approval. The purchase price includes 460,000 shares of Common Stock and a new series of preferred stock convertible into 59,540,000 shares of Common Stock. Bio Insights will also receive 3% in royalty payments on net revenue. The company plans to secure $10,000,000 in equity financing concurrently or within 30 days of closing, allocating a portion for validation and capital equipment for the PanOmics assay. Management retention is addressed through share issuance. The transaction is subject to due diligence, consents, and shareholder approval by June 30, 2026. Bio Insights will have the right to nominate one independent board member.