What You Should Know:
– Profusa, a commercial-stage digital health company specializing in continuous biochemical monitoring, today announced it is initiating a Bitcoin treasury strategy.
– The strategic move is being executed via a Securities Purchase Agreement (the “ELOC”) with Ascent Partners Fund LLC, under which Ascent will purchase up to $100,000,000 of Profusa’s Common Stock. A key aspect of this strategy is that 100% of the net proceeds will be used to purchase Bitcoin, provided the Company’s cash balance on the date of the put exceeds $5,000,000.
Strategic Financial Maneuver for Shareholder Value
This Bitcoin treasury strategy is positioned as a critical step in managing Profusa’s resources to enable maximum shareholder value. The company believes that in an era of accelerating monetary debasement, holding Bitcoin on its balance sheet represents a strategic move to safeguard shareholder value and align with a digital future. This strategy also aligns Profusa with leading adopters whose Bitcoin holdings have contributed to shareholder returns.
Transaction Details and Funding Allocation
Under the ELOC agreement, Profusa will be able to sell its shares of Common Stock to Ascent at a price per share equal to 97% of the lowest volume-weighted average price (VWAP) of the Common Stock over the five trading days immediately after each put. The maximum amount of each put will be the lower of $5,000,000 and 100% of the average daily traded value of the Common Stock over the five trading days immediately preceding the put date.
If Profusa’s cash balance at the time of any put is less than $5,000,000, the net proceeds will first be allocated to bring the Company’s cash balance up to $5,000,000, with the remaining proceeds then used to purchase Bitcoin. Bitcoin will serve as the Company’s primary treasury reserve asset.
The number of shares issuable under the ELOC (including shares subject to warrants) will be limited to 19.9% of the Company’s issued and outstanding Common Stock until shareholders approve the issuance of the total number of shares subject to the ELOC. In connection with the ELOC’s implementation, Profusa 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.
Timing
Profusa anticipates its first Bitcoin purchases will occur this week and will disclose its Bitcoin holdings on a quarterly basis as part of its standard financial reporting.
“As we continue on the journey to provide the best-in-class, AI-driven digital health platform for the benefit of chronic disease and health and wellness management, it is critical that we leverage opportunities to manage our resources to enable maximum shareholder value. We anticipate working with Ascent to establish a low cost, capital efficient, best of breed, Bitcoin treasury strategy reflecting our strong conviction in Bitcoin as the digital store of value for the future. We look forward to embarking on this treasury management strategy to accelerate our core mission,” stated Ben Hwang, Ph.D., Profusa’s Chairman and CEO.
