Profusa, Inc.

As filed with the Securities and Exchange Commission on February 13, 2026

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

**626 Bancroft Way, Suite A

Berkeley, CA 94710

(925) 997-6925

**(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ben C. Hwang

Chief Executive Officer

626 Bancroft Way, Suite A

Berkeley, CA 94710

(925) 997-6925

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Up to 5,102,040 Units

Each Unit Consisting of

One Share of Common Stock and

Up to 5,102,040 Pre-funded Units

Each Pre-Funded Unit Consisting of

One Pre-funded Warrant to Purchase One Share of Common Stock and

Up to 15,306,120 Shares of Common Stock Underlying the Warrants and the Pre-funded Warrants

Profusa, Inc. (the “Company,” “we,” “us,” “our”) is offering, pursuant to this prospectus and on a best-efforts basis, up to 5,102,040 units (the “Units”) at an assumed offering price of $2.94 per Unit, which is equal to the closing price of our common stock, par value $0.0001 per share (“Common Stock”), on the Nasdaq Global Market (“Nasdaq”) on February 11, 2025, with each Unit consisting of: (i) one (1) share of Common Stock; and (ii) two (2) warrants to purchase Common Stock, each of which is exercisable for one (1) share of Common Stock (the “Warrants”).

Each Warrant will be immediately exercisable at an assumed exercise price of $2.94 per share (100% of the assumed public offering price per Unit). The Warrants will expire on the five (5)-year anniversary of the date of their original issuance.

We are also offering to each purchaser whose purchase of Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Common Stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded units (“Pre-Funded Units”), in lieu of Units, with each Pre-Funded Unit consisting of (i) one (1) pre-funded warrant to purchase one share of Common Stock (each, a “Pre-Funded Warrant”); and (ii) two (2) Warrants. The purchase price of each Pre-Funded Unit will equal the purchase price per Unit, minus $0.0001, and the exercise price of each Pre-Funded Warrant included in each Pre-Funded Unit will be $0.0001 per share. There can be no assurance that we will sell any of the Pre-Funded Units being offered. The Pre-Funded Warrants offered hereby will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit we sell, the number of Units we are offering will be decreased on a one-for-one basis. Because we will issue two Warrants as part of each Unit or Pre-Funded Unit, the number of Warrants sold in this offering will not change as a result of a change in the mix of the Units and Pre-Funded Units sold.

None of the Units, Pre-funded Units, Warrants and Pre-funded Warrants will be listed or are expected to trade in any national securities exchange, however we anticipate that the shares of our Common Stock to be issued upon exercise of the Warrants and Pre-funded Warrants, as applicable, will trade on Nasdaq upon the consummation of this offering, as described further below. There is no established trading market for the Units, Pre-funded Units, Warrants or Pre-funded Warrants, and we do not expect a market to develop. Neither the Units nor the Pre-funded Units have stand-alone rights nor will they be certificated or issued as stand-alone securities. The shares of Common Stock and the Warrants included in the Units will be immediately separable, and will be issued separately in this offering, and the Pre-funded Warrants and the Warrants included in the Pre-funded Units will be immediately separable, and will be issued separately in this offering. The registration statement of which this prospectus forms a part also registers the shares of Common Stock that are issuable from time to time upon the exercise of the Warrants (the “Warrant Shares”) and the Pre-funded Warrants (the “Pre-funded Warrant Shares”) included in the Units and the Pre-funded Units offered hereby. See “Description of Securities That We Are Offering” in this prospectus for more information. We refer to the Units, Pre-funded Units, the shares of our Common Stock, the Warrants, the Warrant Shares, the Pre-funded Warrants and the Pre-funded Warrant Shares offered hereby, collectively, as the “Securities.”

This offering will terminate on March 4, 2026 unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the Securities purchased in this offering. The public offering price per Unit (and/or Pre-funded Units) will be fixed for the duration of this offering. We expect that all purchasers of the Securities offered hereby will execute a securities purchase agreement with us at the time of the pricing of the Securities.

Because we expect to deliver the Securities to be issued in this offering delivery versus payment/receipt versus payment upon our receipt of investor funds, there is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the Securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of Securities sufficient to pursue our business goals described in this prospectus. In addition, because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in the Company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of Securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See the section entitled “Risk Factors” for more information. We will bear all costs associated with the offering. See “Plan of Distribution” on page 134 of this prospectus for more information regarding these arrangements.

Our Common Stock is listed on Nasdaq under the symbol “PFSA.” On February 11, 2026, the last sale price for our Common Stock as reported on Nasdaq was $2.94 per share. On February 9, 2026, the Company effected a reverse stock split of all our outstanding shares of Common Stock at a ratio of 1-for-75 (the “Reverse Stock Split”). Unless the context expressly indicates otherwise, all references to share and per share amounts referred to herein give effect to the Reverse Stock Split.

The actual public offering price per Unit and Pre-funded Unit will be determined through negotiation among us, the Placement Agent and the investors in the offering based on market conditions at the time of pricing, and may be at a discount to the current market price of our Common Stock. Therefore, the recent market price per share of Common Stock used throughout this prospectus as an assumed public offering price may not be indicative of the final offering price of the Units or Pre-funded Units.

We are a “smaller reporting company” as defined under the federal securities laws and an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and, as such, have elected to comply with certain reduced public company disclosure and other requirements for this prospectus that are otherwise applicable to public companies. See further discussion below.

We have engaged Maxim Group LLC (the “Placement Agent”), to act as our exclusive Placement Agent in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the Securities. The Placement Agent is not purchasing or selling any of the Securities that we are offering and the Placement Agent is not required to arrange for the purchase or sale of any specific number or dollar amount of Securities. Because there is no minimum offering amount required as a condition to closing in this offering, the actual public offering amount, Placement Agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay to the Placement Agent the placement agent fees set forth in the table below, which assumes that we sell all of the Securities offered by this prospectus.

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” appearing on page 8 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We will deliver the shares of Common Stock being issued to the purchasers electronically, and will e-mail such purchasers electronic warrant certificates for all Warrants and Pre-funded Warrants sold in this offering, upon closing and receipt of investor funds for the purchase of the Securities offered pursuant to this prospectus. Delivery of the shares of Common Stock, Warrants and Pre-funded Warrants offered hereby against payment therefor is expected to be made on or about , 2026, subject to satisfaction of customary closing conditions.

MAXIM GROUP LLC

The date of this prospectus is , 2026

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