Profusa, Inc. Files 8-K/A Amendment

TL;DR

Profusa filed an 8-K/A amendment for a July 11th agreement, with financials attached.

AI Summary

Profusa, Inc. filed an amendment (Amendment No. 1) to its Form 8-K on August 15, 2025, related to a material definitive agreement entered into on July 11, 2025. The filing also includes financial statements and exhibits. Profusa, Inc. was formerly known as NorthView Acquisition Corp until April 29, 2021.

Why It Matters

This amendment updates the company's filings with the SEC, providing updated information on material agreements and financial statements, which is crucial for investors to assess the company's current status.

Risk Assessment

Risk Level: low — This is a routine amendment filing to a previous 8-K, not indicating new material events or financial distress.

Key Players & Entities

• Profusa, Inc. (company) — Registrant
• NorthView Acquisition Corp (company) — Former company name
• July 11, 2025 (date) — Date of earliest event reported
• August 15, 2025 (date) — Filing date
• April 29, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share PFSA The Nasdaq Stock Mar
• $5.00 — Profusa Common Stock equals or exceeds $5.00 per share for any 20 trading days withi

Filing Documents

• ea0252918-8ka1_profusa.htm (8-K/A) — 32KB
• ea025291801ex10-3_pro.htm (EX-10.3) — 39KB
• ea025291801ex10-11_pro.htm (EX-10.11) — 38KB
• ea025291801ex99-1_pro.htm (EX-99.1) — 333KB
• ea025291801ex99-2_pro.htm (EX-99.2) — 105KB
• 0001213900-25-076867.txt ( ) — 805KB
• pfsa-20250711.xsd (EX-101.SCH) — 3KB
• pfsa-20250711_lab.xml (EX-101.LAB) — 33KB
• pfsa-20250711_pre.xml (EX-101.PRE) — 22KB
• ea0252918-8ka1_profusa_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Agreements Ancillary to Merger Agreement Stockholder Lock-Up Agreement In connection with the Closing, NorthView, the NorthView Initial Stockholders and certain Profusa shareholders entered into a Lock-Up Agreement, pursuant to which the New Profusa Common Stock issued to the NorthView Initial Stockholders in exchange for shares of NorthView Common Stock that constituted founder shares will be locked-up for 6 months after the Closing Date, subject to earlier release on (i) the day where the last reported sale price of New Profusa Common Stock equals or exceeds $5.00 per share for any 20 trading days within any 30-trading day period or (ii) such date on which New Profusa completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of New Profusa's stockholders having the right to exchange their shares of New Profusa Common Stock for cash, securities or other property. Separately, certain New Profusa shareholders are subject to a lock-up agreement in connection with the PIPE Subscription Agreement, as described further below. This Stockholder Lock-Up Agreement supersedes the lock-up provisions set forth in the Stockholder Support Agreement filed as Exhibit 10.1. The foregoing description of the Stockholder Lock-Up Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.3 hereto and incorporated herein by reference. Sponsor Lock-Up Agreement In connection with the Closing, NorthView and Sponsor entered into a lock-up agreement (the "Sponsor Lock-Up Agreement") pursuant to which the common stock of the Company (the "New Profusa Common Stock") issued to the Sponsor, excluding any private placement warrants, shares of New Profusa Common Stock acquired in the public market or pursuant to a transaction exempt from registration under the Securities Act or pursuant to a subscription agree

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (a) Financial statements of businesses acquired. The unaudited condensed consolidated financial thereto are attached hereto as Exhibit 99.1 and are incorporated herein by reference. Also attached hereto as Exhibit 99.2 and incorporated herein by reference is the Management's Discussion and Analysis of Financial Condition and Results of Operations of Legacy Profusa for the three and six months ended June 30, 2025 and 2024. (d) Exhibits EXHIBIT INDEX Exhibit No. Description 10.3 Sponsor Lock-Up Agreement, dated as of July 11, 2025, by and between NorthView Sponsor I, LLC and NorthView Acquisition Corp. 10.11 Form of Stockholder Lock-Up Agreement, dated as of July 11, 2025, by and among the Company and stockholders of Legacy Profusa 99.1 Unaudited condensed consolidated financial statements of Legacy Profusa as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 99.2 Management's Discussion and Analysis of Financial Condition and Results of Operations of Legacy Profusa for the three and six months ended June 30, 2025 and 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 14, 2025 Profusa, Inc. By: /s/ Ben Hwang Name: Ben Hwang Title: Chief Executive Officer 3

View Full Filing

View this 8-K/A filing on SEC EDGAR