NEW YORK, December 31, 2025, 04:32 ET — Premarket
- Profusa shares were down about 12% in premarket trading after a sharp rally a day earlier.
- The microcap said it reworked convertible debt terms, lifting the conversion floor to $0.35 a share.
- A recent filing outlined conditions for up to $5 million in additional note financing.
Profusa Inc shares were down about 12% at 10.7 cents in premarket trading on Wednesday, after soaring 78% to 12.2 cents in the prior session as investors reacted to the company’s debt restructuring. Tuesday’s session saw the stock trade between 10.8 cents and 17 cents, with volume jumping to about 822 million shares. 1
The moves matter because Profusa is a thinly traded, penny-stock name where small shifts in financing terms can dominate price action. For existing shareholders, the central question is dilution — how many new shares might be created if lenders convert debt into stock.
Profusa said it restructured its senior secured convertible notes — essentially a loan backed by collateral that can be exchanged for equity — to give it more repayment flexibility and limit potential dilution from conversions. The company said the amended notes increase the conversion floor price to $0.35 from $0.10 and eliminate mandatory amortization payments that had been scheduled to start in the first quarter of 2026. 2
“We restructured our Senior Secured Convertible Notes for greater repayment flexibility and lower dilution,” Chief Financial Officer Fred Knechtel said. 2
The company also said mandatory payments tied to its equity line of credit, or ELOC — a financing arrangement that lets a company sell shares over time — increased to 33% under its existing registration statement and to 50% for shares issued under any new Form S-1 registration statement filed after the amendment. 2
A filing showed Profusa also amended its securities purchase agreement, setting out a path for purchasers to buy up to an additional $5 million of notes, subject to conditions including the prior tranches being reduced to zero, effectiveness of a registration statement for conversion shares, and receipt of stockholder approval. The filing also referenced a reverse stock split expected to be presented to stockholders in January 2026. 3
For traders, the immediate watch is whether Tuesday’s momentum holds once the regular session opens, after the steep premarket pullback. With the stock still far below the new $0.35 conversion floor, the rally’s durability may hinge on whether investors see the revised terms as reducing near-term dilution risk.
Investors are also likely to focus on the financing “gates” in the filing — particularly the conditions around Nasdaq listing status, registration effectiveness, and shareholder approval — since those determine whether Profusa can access additional capital on the amended terms.
