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Profusa, Inc. ("Profusa" or the "Company") (NASDAQ:PFSA), a commercial stage digital health company pioneering the next generation of technology platform enabling the continuous monitoring of an individual's biochemistry, today announced that it is initiating a Bitcoin treasury strategy via the execution of a Securities Purchase Agreement (the "ELOC") with Ascent Partners Fund LLC, ("Ascent"), pursuant to which Ascent will purchase up to $100,000,000 of the Company's Common Stock. 100% of the net proceeds will be used to purchase Bitcoin (which can be used for debt repayment) provided that the Company's cash balance on the date of the put exceeds $5,000,000.
Under the ELOC the Company will be able to put its shares of Common Stock to Ascent at a price per share equal to 97% of the lowest volume-weighted average price of the Common Stock ("VWAP") in the 5 trading days immediately after each such put. The maximum amount of each put will be lower of $5,000,000 and 100% of the average daily traded value of the Common Stock on the 5 trading days immediately preceding the date of such put.
If the Company's cash balance at the time of any put under the ELOC is less than $5,000,000, the net proceeds shall be allocated first to bring the Company's cash balance to $5,000,000 and the remaining proceeds will be used to purchase Bitcoin, which will serve as the Company's primary treasury reserve asset.
The ELOC will be subject to execution of definitive agreements and customary closing conditions. The number of shares issuable under the ELOC (including the number of shares subject to warrants to be issued to Ascent and described below) will be limited to 19.9% of the Company's number of issued and outstanding shares of Common Stock until shareholders approve the issuance of the total number of shares subject to the ELOC.
In connection with the implementation of the ELOC the Company will issue cashless warrants to purchase 900,000 shares of the Company's Common Stock at an exercise price of $0.01 per share to Ascent.
Posted In: PFSA
