Entry into a Material Definitive Agreement. Senior Secured Convertible Promissory Note On September 1, 2026, Profusa, Inc., a Delaware corporation (the “Company”), completed an additional closing under that certain Securities Purchase Agreement, dated as of February 11, 2025 (as amended, the “Purchase Agreement”), by and among the Company, Ascent Partners Fund LLC, a Delaware limited liability company (“Ascent”), as initial purchaser, and Ascent, as collateral agent for the purchasers party t…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On August 26, 2026, Profusa, Inc. (the “Company”) received a letter (the “Determination Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that following the effectiveness of its recent 1-for-4 reverse stock split, the Company had fewer than the 500,000 publicly held shares required under Nasdaq Listing Rule 5550(a)(4) (the “Publicly…

Entry into a Material Definitive Agreement. Amendment No. 5 to Securities Purchase Agreement On August 12, 2026, Profusa, Inc., a Delaware corporation (the “Company”), entered into Amendment No. 5 (“Amendment No. 5”) to that certain Securities Purchase Agreement, dated as of February 11, 2025 (as amended, the “Purchase Agreement”), by and among the Company, Ascent Partners Fund LLC, a Delaware limited liability company (“Ascent”), as initial purchaser, and Ascent, as collateral agent for the…

The Exchange was effected in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Results of Operations and Financial Condition On August 20, 2026, Profusa, Inc. (the “Registrant”) issued a press release announcing certain financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any gener…

Material Modifications of Rights of Security Holders. To the extent required by

Entry into a Material Definitive Agreement. On July 31, 2026, Profusa, Inc., a Delaware corporation (the “ Company ” or “ Profusa ”), entered into an Option Agreement (the “ Option Agreement ”), by and among the Company, CentralLarkfieldKarin NA LLC (“ CLK ”), Venkata Boyapalli (“ Boyapalli ”), a privately held trust (the “ Trust ” and, together with CLK and Boyapalli, the “ Sellers ” and each a “ Seller ”), and, solely for purposes of Sections 5, 8 and 10 thereof, G3 Vision Labs Inc., a New…

The shares of Common Stock and Series A Preferred Stock issued upon the execution of the Option Agreement were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof. Each of the Sellers represented that it was an “accredited investor,” as defined in Regulation D, and is acquiring the Option Grant Consideration for investment only and not with a view towards, or for resale in connection with, the public sale or distribution t…

The information is related to a press release and not directly about management changes.

Material Modifications of Rights of Security Holders. To the extent required by

Entry into a Material Definitive Agreement. First Amendment to Asset Purchase Agreement On May 22, 2026, Profusa Inc., a Delaware corporation (the “Company”), and Bio Insights LLC, a limited liability company (“Seller”), entered into a First Amendment to the Asset Purchase Agreement (the “Amendment”), amending that certain Asset Purchase Agreement, dated as of April 21, 2026 (the “Asset Purchase Agreement”), by and between the Company and Seller. As previously disclosed in the Company’s Curre…

Other Events. On May 13, 2026, Profusa, Inc. (the “Company”) received a letter (the “Transfer Confirmation Letter”) from the Hearings Advisor of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has complied with the May 11, 2026 deadline to file an application to transfer to The Nasdaq Capital Market as required by the May 6, 2026 decision of the Nasdaq Hearings Panel (the “Panel”). Pursuant to the Transfer Confirmation Letter, the Company will be transferred to The Nasdaq C…

Other Events. On May 6, 2026, Profusa, Inc. (the “Company”) received a decision letter from the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company an exception to continue its listing on Nasdaq, subject to certain interim milestones and the Company’s compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) and Nasdaq Listing Rule 5550(b)(2) (the “Equity Rule”) in lieu of compliance with the market value of listed securities alternat…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 28, 2026, the Company received written notification from the Nasdaq Listing Qualifications Department (the “ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) that the Company had not regained compliance with Nasdaq Listing Rule 5450(b)(1)(C), which requires companies listed on The Nasdaq Global Market to maintain a minimum market value of publicly held shares of $15,000,000 (the “…

Material Modifications to Rights of Security Holders. On April 29, 2026, the Company and Ascent Partners Fund LLC (the “ Holder ”) entered into an amendment (the “ Amendment ”) to that certain Warrant to Purchase Shares of Common Stock of the Company, dated as of April 20, 2026 (the “ Warrant ”). The Warrant was issued in connection with a Securities Purchase Agreement, dated as of February 11, 2025, between the Company and the Holder. The Warrant entitles the Holder to purchase up to 3,333,3…

Entry into a Material Definitive Agreement. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Note Modification and Conversion Agreement On April 24, 2026, Profusa, Inc. (the “ Company ”) entered into that certain Note Modification and Conversion Agreement (the “ Agreement ”) with NorthView Sponsor I LLC (the “ Holder ”), to amend that certain Promissory Note dated as of April 27, 2023, as amended and restated on January 8, 2024 and as further amended on May 31, 2024 and…

Unregistered Sales of Equity Securities. The information set forth under

Entry into a Material Definitive Agreement. Asset Purchase Agreement On April 21, 2026, Profusa Inc., a Delaware corporation (the “ Company ”), and Bio Insights LLC, a limited liability company (“ Seller ”), entered into an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) pursuant to which Seller agreed to sell, convey, assign, transfer, and deliver to the Company substantially all of the know-how assets relating to Seller’s PanOmics Assay, an integrated, NGS multi-omics analysis p…

Entry into a Material Definitive Agreement. Senior Secured Convertible Promissory Note and Warrant On April 20, 2026, Profusa, Inc., a Delaware corporation (the “ Company ”), completed an additional closing under that certain Securities Purchase Agreement, dated as of February 11, 2025 (as amended, the “ Purchase Agreement ”), by and among the Company, Ascent Partners Fund LLC, a Delaware limited liability company (“ Ascent ”), as initial purchaser, and Ascent, as collateral agent for the pur…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Unregistered Sales of Equity Securities. The information set forth in