Profusa, Inc. Files 8-K: Material Agreement & Financials

TL;DR

Profusa (formerly NorthView) filed an 8-K on 12/23/25 for a material agreement. Details TBD.

AI Summary

Profusa, Inc. filed an 8-K on December 23, 2025, reporting a material definitive agreement and financial statements. The company, formerly NorthView Acquisition Corp, is incorporated in Delaware and headquartered in Berkeley, CA. The filing date indicates recent activity, but specific details of the agreement or financial status are not provided in this excerpt.

Why It Matters

This 8-K filing signals a significant event for Profusa, Inc., potentially involving a new material agreement or updated financial information that could impact investors and stakeholders.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent significant business changes, but the lack of specific details in this excerpt necessitates a medium risk assessment.

Key Players & Entities

• Profusa, Inc. (company) — Registrant
• NorthView Acquisition Corp (company) — Former company name
• December 22, 2025 (date) — Earliest event reported
• December 23, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Berkeley, CA (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share PFSA The Nasdaq Stock Mar
• $100,000,000 — or an aggregate purchase price of up to $100,000,000 (the " Maximum Aggregate Purchase Price
• $0.111 — r a Floor Price at or above 11.1 cents ($0.111) per share during the period commencing
• $0.14 — ($0.111) per share and below 14 cents ($0.14). Upon the earliest to occur of (x) the

Filing Documents

• ea0270772-8k_profusa.htm (8-K) — 32KB
• ea027077201ex10-1_profusa.htm (EX-10.1) — 17KB
• ea027077201ex10-2_profusa.htm (EX-10.2) — 30KB
• ex10-1_001.jpg (GRAPHIC) — 5KB
• ex10-1_002.jpg (GRAPHIC) — 2KB
• ex10-2_001.jpg (GRAPHIC) — 5KB
• ex10-2_002.jpg (GRAPHIC) — 2KB
• 0001213900-25-124826.txt ( ) — 303KB
• nvacw-20251222.xsd (EX-101.SCH) — 3KB
• nvacw-20251222_def.xml (EX-101.DEF) — 26KB
• nvacw-20251222_lab.xml (EX-101.LAB) — 33KB
• nvacw-20251222_pre.xml (EX-101.PRE) — 22KB
• ea0270772-8k_profusa_htm.xml (XML) — 3KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Amendment No. 1 to Securities Purchase Agreement dated July 28, 2025 As previously disclosed in the prospectus on Form 424B3 filed on October 29, 2025 by Profusa, Inc. (the " Company ") with the Securities and Exchange Commission (the " SEC "), the Company entered into a Securities Purchase Agreement, dated July 28, 2025 (the " Purchase Agreement ") with Ascent Partners Fund LLC (" Ascent ") pursuant to which, the Company may, from time to time and at its discretion, issue and sell to Ascent shares of its common stock (the " Purchased Securities ") for an aggregate purchase price of up to $100,000,000 (the " Maximum Aggregate Purchase Price "), subject to certain limitations and conditions. On December 22, 2025, the Company entered into Amendment No. 1 (the " SPA Amendment ") to the Purchase Agreement. Pursuant to the SPA Amendment, Section 1.1 of the Purchase Agreement was amended and restated to modify the definition of Floor Price to provide for a Floor Price at or above 11.1 cents ($0.111) per share during the period commencing on the date of the SPA Amendment and ending on, but excluding, the effective date of the reverse stock split expected to be presented to the Company's stockholders in January 2026 for their approval, if and when such reverse stock split becomes effective (the "Modification Period"). The "Floor Price" as amended and restated means, during the Modification Period, solely with respect to an aggregate number of shares of Common Stock issued and sold as Purchased Securities not to exceed 13,650,000 shares, to be sold at or above 11.1 cents ($0.111) per share and below 14 cents ($0.14). Upon the earliest to occur of (x) the issuance of such aggregate number of 13,650,000 shares as Purchased Securities during the Modification Period or (y) the end of the Modification Period, the Floor Price shall thereafter mean 14 cents ($0.14), the price per share of Common Stock equal to the product

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibits. Exhibit Description 10.1 Amendment No. 1, dated December 22, 2025, to the Securities Purchase Agreement dated July 28, 2025, by and between Profusa, Inc. and Ascent Partners Fund LLC. 10.2 Amendment No. 2, dated December 22, 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 (incorporated by reference to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2025). 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. December 23, 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