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Item 5. Other Information

2026-05-15 compared with 2025-11-19 · 52 added, 42 removed, 13 unchanged (88% of the section changed)

Other Information.

During the period covered by this Quarterly Report, none of the Company’s

directors or executive officers have adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement

(each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

The following exhibits are filed as part of, or incorporated by reference

into, this Quarterly Report on Form 10-Q.

Description of Exhibit

Form of Commitment Warrant (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 28, 2025)

Senior Secured Convertible Promissory Note, dated July 11, 2025, by and between New Profusa and the Holder party thereto (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 18, 2025)

Form of PIPE Lock-Up Agreement, dated as of July 11, 2025, by and among Ascent and those certain holders party thereto (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 18, 2025)

Form of PIPE Registration Rights Agreement, dated as of July 11, 2025, by and among New Profusa and the PIPE Investors (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 18, 2025)

Security Agreement, dated as of July 11, 2025, by and among New Profusa, Profusa and Ascent, as collateral agent (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 18, 2025)

Guaranty, dated as of July 11, 2025, by and among New Profusa, Profusa and its subsidiaries (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 18, 2025)

Securities Purchase Agreement, dated July 28, 2025, by and between Profusa, Inc.

and Ascent Partners Fund LLC (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 28, 2025)

Registration Rights Agreement, dated July 28, 2025, by and between Profusa, Inc.

and Ascent Partners Fund LLC (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 28, 2025)

Sponsor Lock-Up Agreement, dated as of July 11, 2025, by and between NorthView Sponsor I, LLC and NorthView Acquisition Corp.

(incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 15, 2025)

Form of Stockholder Lock-Up Agreement, dated as of July 11, 2025, by and among the Company and stockholders of Legacy Profusa (incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 15, 2025)

Amendment No.

1, dated August 25, 2025, to the Securities Purchase Agreement, dated February 11, 2025, by and among Profusa, Inc.

and Ascent Partners Fund LLC (incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 26, 2025)

Amendment No.

1, dated August 25, 2025, to the Senior Secured Convertible Promissory Note issued by Profusa, Inc.

on February 11, 2025, for the benefit of Ascent Partners Fund LLC (incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 26, 2025)

Form of Amended Senior Secured Convertible Promissory Note (incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 26, 2025)

Account Control Agreement, dated as of September 29, 2025, by and among the Company, Ascent Partners Fund LLC, BitGo Prime LLC, and BitGo Trust Company, Inc.

(incorporated by reference to the Current Report on Form 8-K filed with the SEC on October 8, 2025)

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

During the period covered by this Quarterly Report,

none of the Company’s directors or executive officers have adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule

10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

EXHIBIT INDEX

Exhibit Number

Purchase Agreement, dated as of April 21, 2026, by and between Profusa Inc.

and Bio Insights LLC (incorporated by reference to Exhibit

2.1 to the Current Report on Form 8-K filed on April 27, 2026).

of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report

on Form 8-K filed on February 5, 2026).

4, dated as of April 2, 2026, to the Securities Purchase Agreement, dated as of February 11, 2025, and the Pledge Agreement,

dated as of July 11, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 6, 2026).

License Agreement between Mayo Foundation for Medical Education and Research and the Company, dated as of February 11, 2026 (incorporated

by reference to Exhibit 10.27 to the Registration Statement on Form S-1 filed on February 13, 2026).

Amended and Restated Promissory Note, issued by the Company on May 31, 2024 to NorthView Sponsor I LLC (incorporated by reference to Exhibit 10.26 to the Annual Report filed on April 15, 2026)

dated March 20, 2026, to Amended and Restated Promissory Note, issued by the Company on May 31, 2024 to NorthView Sponsor I LLC (incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 26, 2026).

Secured Convertible Promissory Note, dated April 2, 2026, issued to Ascent Partners Fund LLC (incorporated by reference to Exhibit

10.2 to the Current Report on Form 8-K filed on April 6, 2026).

Modification and Conversion Agreement, dated as of April 24, 2026, by and between Profusa, Inc.

and NorthView Sponsor I LLC (incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 29, 2026).

1 to Note Modification and Conversion Agreement, dated as of April 29, 2026, by and between Profusa, Inc.

and NorthView Sponsor

I LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 29, 2026).

to Warrant to Purchase Shares of Common Stock, dated April 29, 2026, issued by Profusa, Inc.

to Ascent Partners Fund LLC (incorporated

by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 29, 2026).

Secured Convertible Promissory Note, dated April 20, 2026, issued by the Company to Ascent Partners Fund LLC (incorporated by reference

to Exhibit 10.1 to the Current Report on Form 8-K filed on April 24, 2026).

to Purchase Shares of Common Stock, dated April 20, 2026, issued by the Company to Ascent Partners Fund LLC (incorporated by reference

to Exhibit 10.2 to the Current Report on Form 8-K filed on April 24, 2026).

Letter Agreement, dated April 20, 2026, between the Company and Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.3

to the Current Report on Form 8-K filed on April 24, 2026).

Agreement dated as of April 20, 2026, between the Company and Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.4

to the Current Report on Form 8-K filed on April 24, 2026).

Rule 13a-14(a) Certification of Principal

Executive Officer.

Rule 13a-14(a) Certification of Principal

Financial Officer.

Certification of Chief Executive Officer

pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Certification of Chief Financial Officer

pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* These certifications are furnished to the SEC pursuant to Section

906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as

amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly

set forth by specific reference in such filing.

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101).

of the exhibit have been excluded because it is both not material and is the type of information

that the registrant treats as private or confidential.

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PROFUSA, INC.

November 19, 2025

/s/ Ben Hwang

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What changed 10-Q

Item 5. Other Information