Profusa, Inc. Files 8-K on Material Agreement

TL;DR

Profusa Inc. filed an 8-K on Oct 1, 2025, reporting a material agreement and corporate changes.

AI Summary

Profusa, Inc. filed an 8-K on October 8, 2025, reporting on events that occurred on October 1, 2025. The filing indicates a material definitive agreement was entered into, and also covers amendments to articles of incorporation or bylaws, and other events. Profusa, Inc. was formerly known as NorthView Acquisition Corp until April 29, 2021.

Why It Matters

This 8-K filing signals significant corporate activity for Profusa, Inc., potentially involving new agreements or changes to its corporate structure that could impact its business operations and future direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and potential changes to corporate structure, which could introduce new risks or opportunities for the company.

Key Players & Entities

• Profusa, Inc. (company) — Registrant
• NorthView Acquisition Corp (company) — Former name of Profusa, Inc.
• October 1, 2025 (date) — Earliest event reported date
• October 8, 2025 (date) — Filing date
• 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 oc
• $2,222,222 — tes in an aggregate principal amount of $2,222,222 (the "Second Tranche") for a purchase p
• $2,000,000 — econd Tranche") for a purchase price of $2,000,000; (iii) a third closing for Notes in an
• $5,555,556 — tes in an aggregate principal amount of $5,555,556 (the "Third Tranche") for a purchase pr
• $5,000,000 — Third 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 p
• $4,000,000 — ourth Tranche") for a purchase price of $4,000,000, subject to the satisfaction of certain
• $1 million — the completion of the Company's second $1 million investment in digital treasury assets a

Filing Documents

• ea0260611-8k_profusa.htm (8-K) — 53KB
• ea026061101ex3-1_profusa.htm (EX-3.1) — 10KB
• ea026061101ex10-1_profusa.htm (EX-10.1) — 86KB
• ea026061101ex99-1_profusa.htm (EX-99.1) — 9KB
• ex10-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-25-097141.txt ( ) — 396KB
• pfsa-20251001.xsd (EX-101.SCH) — 3KB
• pfsa-20251001_def.xml (EX-101.DEF) — 26KB
• pfsa-20251001_lab.xml (EX-101.LAB) — 35KB
• pfsa-20251001_pre.xml (EX-101.PRE) — 24KB
• ea0260611-8k_profusa_htm.xml (XML) — 5KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 626 Bancroft Way , Suite A Berkeley , CA 94710 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: ( 925 ) 997-6925 345 Allerton Ave. South San Francisco , California 94080 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share PFSA The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement As previously disclosed, Profusa, Inc. (the "Company") entered into a Securities Purchase Agreement, dated February 11, 2025 (the "Purchase Agreement") with Ascent Partners Fund LLC ("Ascent") 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, which among other things, amended the Purchase Agreement to provide for the following four tranches of Notes, subject to the satisfaction of certain conditions: (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; (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, (50%) repayment or conversion of the Third Tranche, effectiveness of a registration statement, and no Nasdaq listing deficiency. In connection with the closing of the Second Tranche, which occurred on September 30, 2025, the Company entered into an Account Control Agreement (the "Control Agreement") with Ascent, BitGo Prime LLC (the "Delegate"), and BitGo Trust Company, Inc. (the "Custodian") governing the custody and control of the Company's Bitcoin reserve which are pledged as collateral to secure the Company's financing arrangement with Ascent pursuant to the Purchase Agreement. The Control was executed on October 1, 2025 with an effective date of September 29, 2025. Pursuant to the Control Agreement, the Custodian will hold and manage digital asset collateral in a designated custodial account for the benefit of Ascent. The Control Agreement sets forth the procedures for the Custodian to follow with respect to entitlement orders and instructions regarding the collateral, including the requirement that, prior to receipt of a Notice of Exclusive Control from Ascent, the Custodian may only act on joint instructions from both the Company and Ascent. Upon and during the continuance of an event of default under the applicable financing agreements, and following the Custodian's receipt of a Notice of Exclusive Control from Ascent, t

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