Profusa, Inc. Files 8-K for Material Agreement

TL;DR

Profusa Inc. signed a big deal on 12/29/25, filing an 8-K with financials.

AI Summary

Profusa, Inc. entered into a Material Definitive Agreement on December 29, 2025. The filing also includes financial statements and exhibits related to this agreement. Profusa, Inc. is incorporated in Delaware and its principal executive offices are located in Berkeley, CA.

Why It Matters

This 8-K filing indicates a significant new agreement for Profusa, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing of a Material Definitive Agreement suggests a significant event, but the lack of specific details about the agreement's nature and terms necessitates a medium risk assessment.

Key Players & Entities

• Profusa, Inc. (company) — Registrant
• December 29, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Berkeley, CA (location) — Address of principal executive offices
• NorthView Acquisition Corp (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share PFSA The Nasdaq Stock Mar
• $0.111 — Floor Price of 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). The Second Amendment further provided
• $5,555,556 — an aggregate principal amount of up to $5,555,556 for an aggregate purchase price of up t
• $5,000,000 — or an aggregate purchase price of up to $5,000,000, subject to satisfaction of specified c
• $3,333,333.60 — ase a reduced principal amount of up to $3,333,333.60 for a proportional purchase price of up
• $3,000,000 — a proportional purchase price of up to $3,000,000. The Third Amendment also modifies Sect
• $0.35 — to provide that the "Floor Price" means $0.35 per share of the Company's common stock

Filing Documents

• ea0271254-8k_profusa.htm (8-K) — 31KB
• ea027125401ex10-1_profusa.htm (EX-10.1) — 29KB
• ex10-1_001.jpg (GRAPHIC) — 12KB
• ex10-1_002.jpg (GRAPHIC) — 5KB
• 0001213900-25-126316.txt ( ) — 258KB
• nvacw-20251229.xsd (EX-101.SCH) — 3KB
• nvacw-20251229_lab.xml (EX-101.LAB) — 33KB
• nvacw-20251229_pre.xml (EX-101.PRE) — 22KB
• ea0271254-8k_profusa_htm.xml (XML) — 3KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Background The purpose of this report is to disclose the terms of Amendment No. 3 to that certain Securities Purchase Agreement, dated as of February 11, 2025 (as previously amended, the " Purchase Agreement "), by and among the Company, Ascent Partners Fund LLC (" Ascent "), the other purchasers from time to time party thereto (together with Ascent, the " Purchasers ") and Ascent, as collateral agent for the Purchaser parties. As previously disclosed, the Company entered into Amendment No. 1 (the " Note Amendment ") to the Notes, which modified the terms of the Notes, specifically amending Section 4(b) to revise the conversion price provisions on any conversion date to be the lower of (i) the Conversion Price on such date and (ii) ninety-five percent (95%) of the lowest daily volume weighted average price (" VWAP ") for the Company's common stock during the ten consecutive trading days immediately preceding the applicable conversion date (the " Alternate Conversion Price "), provided that in no event shall the conversion price be less than the Floor Price of twenty percent (20%) of the closing sale price of the common stock on the principal trading market on the trading day immediately preceding the Amendment's effective date. As previously disclosed, on December 22, 2025, the Company entered into Amendment No. 2 (the " Second Amendment ") to the Purchase Agreement. Pursuant to the Second 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 of at or above 11.1 cents ($0.111) per share during the period commencing on the date of the Second 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

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Description 10.1 Amendment No. 3, dated December 29, 2025, to the Securities Purchase Agreement dated February 11, 2025, by and between Profusa, Inc. and Ascent Partners Fund LLC. 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 30, 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