Profusa, Inc. Enters Material Definitive Agreement

TL;DR

Profusa signed a big deal, details TBD.

AI Summary

Profusa, Inc. announced on August 25, 2025, that it entered into a Material Definitive Agreement. The company, formerly known as NorthView Acquisition Corp until April 29, 2021, is headquartered in New York, NY, with principal executive offices in Berkeley, CA. The filing does not disclose specific details of the agreement or any associated financial figures.

Why It Matters

This filing indicates a significant new contract or partnership for Profusa, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details about the material definitive agreement introduces uncertainty regarding its terms and potential impact.

Key Players & Entities

• Profusa, Inc. (company) — Registrant
• NorthView Acquisition Corp (company) — Former company name
• August 25, 2025 (date) — Date of earliest event reported
• April 29, 2021 (date) — Date of name change from NorthView Acquisition Corp

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share PFSA The Nasdaq Stock Mar
• $10,000,000 — tes in an aggregate principal amount of $10,000,000 (the " First Tranche "), which already
• $2,222,222 — tes in an aggregate principal amount of $2,222,222 (the " Second Tranche ") for a purchase
• $2,000,000 — cond Tranche ") for a purchase price of $2,000,000, subject to the satisfaction of certain
• $5,555,556 — tes in an aggregate principal amount of $5,555,556 (the " Third Tranche ") for a purchase
• $5,000,000 — hird Tranche ") for a purchase price of $5,000,000, subject to the satisfaction of certain
• $4,444,444 — tes in an aggregate principal amount of $4,444,444 (the " Fourth Tranche ") for a purchase
• $4,000,000 — urth Tranche ") for a purchase price of $4,000,000, subject to the satisfaction of certain

Filing Documents

• ea0254564-8k_profusa.htm (8-K) — 32KB
• ea025456401ex10-1_profusa.htm (EX-10.1) — 42KB
• ea025456401ex10-2_profusa.htm (EX-10.2) — 24KB
• ea025456401ex10-3_profusa.htm (EX-10.3) — 211KB
• ex10-1_001.jpg (GRAPHIC) — 13KB
• ex10-1_002.jpg (GRAPHIC) — 5KB
• ex10-2_001.jpg (GRAPHIC) — 13KB
• ex10-2_002.jpg (GRAPHIC) — 5KB
• 0001213900-25-080457.txt ( ) — 590KB
• nvacw-20250825.xsd (EX-101.SCH) — 3KB
• nvacw-20250825_lab.xml (EX-101.LAB) — 33KB
• nvacw-20250825_pre.xml (EX-101.PRE) — 22KB
• ea0254564-8k_profusa_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Amendment to the Securities Purchase Agreement Dated February 11, 2025 As previously disclosed in the Current Report on Form 8-K filed by Profusa, Inc. (the " Company ") with the Securities and Exchange Commission (the " SEC "), the Company entered into a Securities Purchase Agreement, dated February 11, 2025 (the " Purchase Agreement ") with an institutional investor (the " Investor ") providing for the issuance and sale by the Company to the Investor certain senior secured convertible promissory notes (each a " Note " and collectively, the " Notes ") convertible into shares of common stock, par value $0.0001 per share (the " Common Stock "). On August 25, 2025, the Company entered into Amendment No. 1 (the " SPA Amendment ") to the Purchase Agreement. Pursuant to the SPA Amendment, Section 2.1 of the Purchase Agreement was amended and restated to provide for four tranches of Notes: (i) an initial closing for Notes in an aggregate principal amount of $10,000,000 (the " First Tranche "), which already occurred in July 11, 2025; (ii) a second closing for Notes in an aggregate principal amount of $2,222,222 (the " Second Tranche ") for a purchase price of $2,000,000, subject to the satisfaction of certain conditions including the filing of a registration statement on Form S-1 covering all conversion shares and no Nasdaq listing deficiency; (iii) a third closing for Notes in an aggregate principal amount of $5,555,556 (the " Third Tranche ") for a purchase price of $5,000,000, subject to the satisfaction of certain conditions including the full conversion or repayment of the First Tranche, effectiveness of a registration statement, no Nasdaq listing deficiency, and receipt of stockholder approval; and (iv) a fourth closing for Notes in an aggregate principal amount of $4,444,444 (the " Fourth Tranche ") for a purchase price of $4,000,000,

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) The following exhibits are being filed herewith: Exhibit Description 10.1 Amendment No. 1, dated August 25, 2025, to the Securities Purchase Agreement, dated February 11, 2025, by and among Profusa, Inc. and Ascent Partners Fund LLC. 10.2 Amendment No. 1, dated August 25, 2025, to the Senior Secured Convertible Promissory Note issued by Profusa, Inc. on February 11, 2025, for the benefit of Ascent Partners Fund LLC. 10.3 Form of Amended Senior Secured Convertible Promissory Note. 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 25, 2025 Profusa, Inc. By: /s/ Ben Hwang Name: Ben Hwang Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR