Profusa Inc美股招股说明书(2025-09-26版)

PROFUSA, INC. 222,222,222Shares of Common Stock by the Selling Stockholder This prospectus relates to the resale, from time to time, by Ascent Partners FundLLC(“Ascent”or the“Selling Stockholder”)of up to 222,222,222 shares of ourCommonStock issuable upon conversion of certain convertible promissory notes,withanaggregateprincipalvalueof$22,222,222(the“AscentNotes,”anduponconversion, the “Conversion Shares”). Theshares of Common Stock to which this prospectus relates have been or may beissuedby us to Ascent pursuant to a securities purchase agreement,dated as ofFebruary11, 2025, we entered into with Ascent, which we refer to in this prospectusasthe PIPE Subscription Agreement.There is no guarantee that the Ascent Note(orthefull note amount thereof)will be converted into shares of Common Stock.TheAscentNote may not be converted by Ascent into shares of Common Stock if suchconversionwould result in the investors or their affiliates owning in excess of4.99%of the number of shares of Common Stock outstanding immediately after givingeffect to the issuance of all shares issuable upon conversion of the Ascent Note (the“BeneficialOwnership Limitation”);provided,that Ascent may increase or decreasetheBeneficial Ownership Limitation upon at least 61 days’ prior notice to Profusasolong as such increase does not exceed 9.99%of the number of shares of CommonStockoutstanding immediately after giving effect to the issuance of all sharesissuableupon conversion of the Ascent Note.On August 1,pursuant to a Notice andWaiver,the Beneficial Ownership Limitation was increased from 4.99%to 9.99%and wewaived the requirement for the 60 days’ advance notice for such increase. TheAscent Note matures on January 11,2027,which is 18-months from closing oftheCompany’s business combination on July 11,2025(the“Maturity Date”)and isconvertibleat any time at Ascent’s option at a conversion price equal to the lowerof$10 or 95%of the lowest daily volume-weighted average price per share(“VWAP”)ofour Common Stock in the 10 trading days prior to the original issue date of theAscentNote and shall be adjusted,without limitation,based on down-round and most-favorednation (MFN) price and terms protections (the “Conversion Price”). TheAscent Note includes a“Minimum Interest Amount”equal to 10%of theprincipalamount,which represents a full year of interest payments under the AscentNote;provided,that such Minimum Interest Amount shall be reduced by the amount ofinterest accrued on the principal amount of the Ascent Note. Interest shall accrue onthe aggregate unconverted and then outstanding principal amount of the Ascent Note atarate of 10%per annum,provided that the Minimum Interest Amount shall be fullyearnedand accrued on the original issue date of the Ascent Note.Upon an event ofdefault,the interest rate shall be adjusted and increase to 24%per annum.Paymentsmadein cash under the Ascent Note shall be subject to a 5%fee,which shall be inaddition to any amounts owed thereunder. OnAugust 25,2025,the Company entered into Amendment No.1(the“SPAAmendment”)to the PIPE Subscription Agreement.Pursuant to the SPA Amendment,Section2.1 of the PIPE Subscription Agreement was amended and restated to provideforfour tranches of Notes:(i)an initial closing for Notes in an aggregateprincipalamount of$10,000,000(the“First Tranche”),which already occurred inJuly11,2025;(ii)a second closing for Notes in an aggregate principal amount of$2,222,222(the“Second Tranche”)for a purchase price of$2,000,000,subject tothesatisfaction of certain conditions including the filing of a registrationstatementonFormS-1 coveringallconversionsharesandnoNasdaqlistingdeficiency;(iii)a third closing for Notes in an aggregate principal amount of$5,555,556(the“Third Tranche”)for a purchase price of$5,000,000,subject tothesatisfaction of certain conditions including the full conversion or repayment oftheFirst Tranche,effectiveness of a registration statement,no Nasdaq listingdeficiency,and receipt of stockholder approval;and(iv)a fourth closing for Notesinan aggregate principal amount of$4,444,444(the“Fourth Tranche”)for apurchaseprice of$4,000,000,subject to the satisfaction of certain conditionsincluding the full repayment of the First and Second Tranches, at least fifty percent(50%) repayment Table of Contents or conversion of the Third Tranche, effectiveness of a registration statement, and noNasdaq listing deficiency. The Amendment supersedes and replaces all prior provisionsrelatingto“Additional Closings”and“Additional Notes,”and all references tosuchterms in the PIPE Subscription Agreement and related documents are to beconstrued in accordance with the new tranche structure. Simultaneously, on August25, 2025, the Company entered into Amendment No. 1 (the“Note Amendment”)to the Initial Note.The Note Amendment modifies the terms oftheInitial Note,specifically amending Section 4(b)to revise the conversion priceprovisions on any conversion date to be the lower of (i) the Conversion Pri