Item 5. Other Information
Item 5. 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).
40
Item 6. Exhibits
EXHIBIT INDEX
Exhibit Number
Description
2.1
Asset
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).
3.1
Certificate
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).
10.1
Amendment
No. 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).
10.2#
Know-How
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).
10.3
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)
10.4
Amendment,
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).
10.5
Senior
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).
10.6
Note
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).
10.7
Amendment
No. 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).
10.8
Amendment
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).
10.9
Senior
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).
10.10
Warrant
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).
10.11
Side
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).
10.12
Lock-Up
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).
31.1*
Rule 13a-14(a) Certification of Principal
Executive Officer.
31.2*
Rule 13a-14(a) Certification of Principal
Financial Officer.
32.1**
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.
32.2**
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.
101.INS*
Inline XBRL Instance Document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101).
* Filed
herewith.
** Furnished
herewith
# Portions
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.
41
SIGNATURES
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.
Date: May 15, 2026
By:
/s/ Ben Hwang
Name:
Ben Hwang
Title:
Chief Executive Officer
Date: May 15, 2026
By:
/s/ Fred Knechtel
Name:
Fred Knechtel
Title:
Chief Financial Officer
42
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.