Profusa Restructures Senior Secured Convertible Notes, Only Convertible Above $0.35

New note provides greater repayment flexibility and less dilution with elimination of mandatory amortization payments, increased conversion floor price to $0.35, and expanded mandatory ELOC payments from 33% to 50%

BERKELEY, Calif, Dec. 30, 2025 (GLOBE NEWSWIRE) -- Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a commercial stage digital health company pioneering a next-generation technology platform enabling the continuous monitoring of an individual’s biochemistry, announces the restructure of its Senior Secured Convertible Note.

“As part of our balance sheet recapitalization efforts, we restructured our Senior Secured Convertible Notes for greater repayment flexibility and lower dilution. The amended notes provide for an increase in conversion floor price to $0.35 from $0.10. Mandatory cash & equity amortization payments were also eliminated vs. amortization payments that were originally scheduled to commence in the first quarter of 2026. Final scheduled payment of the notes is due at maturity of the notes, which is 18 months after issuance of the specific note. Further, mandatory payments related to the ELOC increased from 17.5% to 33% with respect to any shares issued under the existing registration statement and increases to 50% with respect to shares issued under any registration statement on Form S-1 filed after the date hereof,” said Fred Knechtel, Profusa’s CFO. “We continue to make progress restructuring our balance sheet to reduce debt and share price dilution to provide shareholders with additional value as we increase the enterprise value of the company,” concludes Mr. Knechtel.

“I am excited about the progress we are making on our march to revenue and the restructure of our balance sheet. We are dedicated to providing long-term value to our shareholders that have supported us for many years.   With greater flexibility to the note repayment, we will focus resources to accelerate our initiates, develop additional partnerships and support inventory build in the first quarter of 2026” said Ben Hwang, Ph.D., Profusa’s Chairman and CEO.

About Profusa

Based in Berkeley, Calif., Profusa is a commercial stage digital health company led by visionary scientific founders, an experienced management team and a world-class board of directors in the development of a new generation of tissue-integrated sensors to detect and continuously transmit actionable, medical-grade data for personal and medical use. With its long-lasting, injectable and affordable biosensors and its intelligent data platform, Profusa aims to provide people with a personalized biochemical signature rooted in data that clinicians can trust and rely on.

“LUMEE”, “PROFUSA” and the PROFUSA logo are registered trademarks of Profusa Inc. in the United States, Canada, European Union, China, Japan, South Korea and Australia.

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Special Note Regarding Forward-Looking Statements

Certain statements in this press release (this “Press Release”) may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or future financial or operating performance of Profusa. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “propose,” “seek,” “should,” “strive,” “will,” or “would” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which may be beyond the control of Profusa and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Profusa and its management are inherently uncertain. Profusa cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. There are risks and uncertainties described in the definitive proxy/final prospectus relating to the business combination, which has been filed with the SEC, and in other documents filed by Profusa from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Profusa cannot assure you that the forward-looking statements in this communication will prove to be accurate.

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