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- 97% of Lowest Vwap (new) — Company selling equity at 3% discount to its own recent worst trading prices signals weak negotiating position and urgent capital need.
- True-up Mechanism (new) — Downside protection for buyer means unlimited dilution risk for shareholders if stock declines during Ascent's selling period.
Profusa draws on equity line with 3% discount, adds downside protection for investor
Filed May 18, 2026 · Period ending May 18, 2026 · ~1 min read
Key Changes
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high
Company requested share purchase from Ascent Partners under existing equity facility, priced at 97% of lowest 10-day trading price—a 3% discount to recent lows.
Item 8.01 verify on EDGAR → -
high
New True-Up Mechanism requires issuing additional shares to Ascent if stock falls while they sell, shifting downside risk entirely to existing shareholders through extra dilution.
Item 8.01 verify on EDGAR → -
medium
Draw capped at 9.99% of outstanding shares or $300,000, whichever is lower, with payment accelerated to share delivery rather than Ascent's eventual exit.
Item 8.01 verify on EDGAR →
Summary
Profusa tapped its equity line of credit with Ascent Partners, requesting a share purchase under modified terms that heavily favor the investor. The company will receive 97% of its lowest trading price over the past ten days—effectively a 3% discount to recent lows—and agreed to issue additional shares if the stock falls further while Ascent sells.
This True-Up Mechanism transfers all downside price risk to existing shareholders through potentially unlimited dilution. The terms suggest Profusa faces urgent capital needs and limited financing alternatives. Selling equity at a discount to recent lows is already dilutive; adding downside protection for the buyer compounds the damage if the stock weakens.
The $300,000 cap per draw is relatively small, which may indicate either modest immediate needs or plans for multiple draws. Retail holders should monitor whether additional Advance Notices follow in coming weeks, signaling ongoing cash burn, and watch for SEC filings showing the actual share issuance and dilution impact once this draw closes.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Company issued Advance Notice to Ascent Partners for equity line draw with modified pricing terms including 97% of lowest VWAP and True-Up Mechanism.
Added in current filing · verify on EDGAR →
On May 18, 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”).
The Company requested Ascent Partners to purchase shares under an existing equity line of credit facility established in July 2025 and amended in December 2025. This represents an active draw on the Company's equity financing facility to raise capital.
Added in current filing · verify on EDGAR →
For Advance Notices issued during May 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 $300,000 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
The Company modified the equity line terms for May 2026 draws to allow up to 9.99% of outstanding shares (capped at $300,000) per draw, with payment at 97% of the lowest VWAP over the prior ten trading days. This represents a 3% discount to the lowest recent trading price and accelerates payment timing to share delivery rather than Ascent's exit.
Added in current filing · verify on EDGAR →
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.
The Company agreed to issue additional shares to Ascent if the stock price declines during the period when Ascent sells the shares. This protects Ascent from downside price risk but increases potential dilution to existing shareholders if the stock price falls after the draw.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 28, 2026 · How we verify