Profusa, Inc. filed a current report on Form 8-K on November 6, 2026, disclosing that on November 5, 2026, it entered into Amendment No. 4 to its Note Modification and Conversion Agreement with NorthView Sponsor I LLC, materially lowering the floor price on the convertible note's conversion price.

Key Highlights

  • New Floor Price: Amendment No. 4 sets the Floor Price at $0.20 per share, down from the prior floor of $4.28 established under Amendment No. 3.
  • Conversion Price Formula: The Conversion Price is now the greater of $0.20 or the closing price of the Common Stock on the trading day immediately preceding delivery of a conversion notice, as reported on The Nasdaq Stock Market.
  • Conversion Share Calculation: The number of Conversion Shares issuable upon conversion continues to be determined by dividing the product of the principal amount being converted and 122% by the Conversion Price.
  • Original Note Amount: The underlying Promissory Note has an original principal amount of up to $2,500,000, originally dated April 27, 2023.
  • Beneficial Ownership Cap: The Beneficial Ownership Limitation remains at 49.9% of shares of Common Stock outstanding immediately after giving effect to any conversion, as set under Amendment No. 2.
  • Board Approval: The Fourth Amendment was approved by both the Audit Committee and the full Board of Directors of the Company, according to the filing.

Profusa Amends Convertible Note Terms with NorthView Sponsor I LLC

According to the filing, Profusa, Inc. (NASDAQ:PFSA) entered into Amendment No. 4 to the Note Modification and Conversion Agreement with NorthView Sponsor I LLC on November 5, 2026. The amendment alters the Conversion Price applicable to any conversion of the Note for which a conversion notice is delivered on or after the effective date of the Fourth Amendment. The new Conversion Price is defined as the greater of $0.20 (designated as the "Floor Price") or the closing price of the Common Stock on the trading day immediately preceding the date on which the applicable conversion notice is delivered to the Company.

The filing notes that the Floor Price is subject to equitable adjustment for any stock split, stock dividend, reverse stock split, combination, reclassification, recapitalization, or similar transaction affecting the Common Stock that occurs after the effective date of the Fourth Amendment. The filing further states that "in no event will the Conversion Price, after giving effect to any adjustment, be less than the Floor Price (as so adjusted)." The conversion share count formula, which multiplies the principal amount being converted by 122% and divides by the Conversion Price, remains unchanged from the prior amendment.

The filing provides historical context for the amendment sequence. Amendment No. 3, entered into on August 12, 2026, had set the Conversion Price at the greater of $4.28 or the preceding day's closing price. Amendment No. 2, entered into on July 31, 2026, had increased the Beneficial Ownership Limitation to 49.9% and set the Conversion Price equal to the closing price on July 31, 2026. The filing states that the Fourth Amendment was approved by both the Audit Committee and the Board of Directors. The filing also contains forward-looking statements, which the company characterizes as subject to risks and uncertainties, and which are the company's own.

What Was Disclosed

Profusa disclosed entry into Amendment No. 4 to its Note Modification and Conversion Agreement with NorthView Sponsor I LLC, effective November 5, 2026, reducing the Conversion Price floor to $0.20 per share on a promissory note with an original principal amount of up to $2,500,000.