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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
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
Entry into a Material Definitive Agreement. Amendment No. 4 to Securities Purchase Agreement and Pledge Agreement As previously disclosed, Profusa, Inc., a Delaware corporation (the “Company”)entered into the (A) the Securities Purchase Agreement, dated as of February 11, 2025 (as previously amended, the “Purchase Agreement”), by and among the Company, Ascent Partners Fund LLC, a Delaware limited liability company (“Ascent”), the other purchasers from time to time party thereto (the “Purchase…
Other Events. Letter of Intent Relating to Proposed Acquisition of Bio Insights PanOmics Assets On March 31, 2026, the Company entered into a non-binding letter of intent (as amended and restated on April 3, 2026, the “LOI”) with Bio Insights LLC (“Bio Insights”), pursuant to which the Company proposes to acquire certain assets of Bio Insights, including the PanOmics assay and related know-how (the “PanOmics Assets”), for aggregate consideration of $30,000,000 (the “Proposed Transaction”). Th…
Entry into a Material Definitive Agreement. On March 20, 2026, Profusa, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Amended and Restated Promissory Note, dated May 31, 2024 (the “Promissory Note”), issued by the Company (formerly known as NorthView Acquisition Corporation) to NorthView Sponsor I LLC. Pursuant to the Amendment, the maturity date of the Promissory Note was extended to December 31, 2026. The foregoing description of the Amendment is a summary only, do…
Termination of a Material Definitive Agreement. On March 12, 2026, Ascent Partners Fund LLC (the “Secured Party”) notified the Company of the termination of the Account Control Agreement (the “Control Agreement”), dated as of September 29, 2025, among the Company, as pledgor, the Secured Party, BitGo Prime LLC (the “Delegate”), and BitGo Trust Company, Inc. (the “Custodian”). The termination was made pursuant to Section 9(c) of the Control Agreement and will be effective 30 days after the fil…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on September 11, 2025, the Company received a notice (the “MVLS Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon its review of the market value of listed securities (“MVLS”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from July 29, 2025 to September…
Completion of Acquisition or Disposition of Assets. On March 11, 2026, the Company’s management made the determination to terminate the Company’s Bitcoin treasury reserve strategy in light of current market conditions and the Company’s evaluation of its capital allocation priorities. As previously disclosed, the Company had implemented the Bitcoin treasury strategy using proceeds from its committed equity facility with Ascent Partners Fund LLC to purchase Bitcoin as part of its ongoing treasu…
Entry into a Material Definitive Agreement. On February 11, 2026, Profusa, Inc. (the “Company”) entered into a know-how license agreement (the “License Agreement”) with Mayo Foundation for Medical Education and Research (“Mayo”). Under the License Agreement, Mayo granted the Company an exclusive, worldwide license (with the right to sublicense) to certain patent rights and a non-exclusive license to related know-how in the fields of continuous oxygen measurement tools and Critical Limb-Threat…
Material Modifications of Rights of Security Holders. To the extent required by
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 disclos…
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…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On October 27, 2025, Profusa, Inc. (the “Company”) received a notification letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the continued listing requirement to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 for the Nasdaq Global Market, as s…
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 Au…
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