Profusa, Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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FY2025 · Filed Apr 15, 2026
PFSA$0.55-0.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| (1) | Consolidated Financial Statements: |
| Report of Independent Registered Public Accounting Firm (CBIZ CPAs P.C., PCAOB ID No. 199) | F-2 |
|---|---|
| Report of Independent Registered Public Accounting Firm (Marcum LLP, PCAOB ID No. 688) | F-3 |
| Consolidated Financial Statements: | |
| Consolidated Balance Sheets | F-4 |
| Consolidated Statements of Operations | F-5 |
| Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit | F-6 |
| Consolidated Statements of Cash Flows | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
| (2) | Financial Statement Schedules: |
Financial statement schedules have been omitted in this report because they are not applicable, not required under the instructions, or the information requested is set forth in the consolidated financial statements or related notes thereto.
| (3) | Exhibits: See “Index to Exhibits” for a description of our exhibits. |
EXHIBIT INDEX
| Exhibit Number | Description |
| 2.1† | Merger Agreement and Plan of Reorganization, dated as of November 7, 2022, by and among the Company, Legacy Profusa and Merger Sub (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed on November 10, 2022). |
| 2.2 | Amendment No. 1 to Merger Agreement, dated September 12, 2023 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, filed on September 13, 2023) |
| 2.3 | Amendment No. 2 to Merger Agreement, dated January 12, 2024 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, filed on January 22, 2024). |
| 2.4 | Amendment No. 3 to Merger Agreement, dated March 4, 2024 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, filed on March 14, 2024). |
| 2.5 | Amendment No. 4 to Merger Agreement, dated February 11, 2025 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed on February 19, 2025). |
| 2.6 | Amendment No. 5 to Merger Agreement, dated April 2, 2025 (incorporated by reference to Exhibit 2.6 to the Registration Statement on Form S-4 filed on May 13, 2025). |
| 3.1 | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed December 23, 2021). |
| 3.2 | Amendment to the Amended and Restated Certificate of Incorporation of NorthView Acquisition Corp., dated March 10, 2023 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on March 13, 2023). |
| 3.3 | Amended and Restated Certificate of Incorporation (incorporated by reference to Annex B to the Registration Statement on Form S-4 filed on May 13, 2025) |
| 3.4 | 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 October 21, 2025). |
| 3.5 | 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). |
| 3.6 | Amended and Restated Bylaws (incorporated by reference to Annex E to the Registration Statement on Form S-4 filed on May 13, 2025). |
| 4.1 | Form of Commitment Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on July 28, 2025). |
| 10.1+ | 2025 Equity and Incentive Plan (incorporated by reference to Annex C to the Registration Statement on Form S-4 filed on May 13, 2025). |
| 10.2 | Binding Term Sheet for APAC Joint Venture, between Legacy Profusa, Carbis Bay Limited, BC Sensor Limited and Tasly (International) Healthcare Capital Company Limited (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4 filed on May 13, 2025) |
| 10.3 | Form of Securities Purchase Agreement, dated February 11, 2025, between the Company and Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-4 filed on May 13, 2025). |
| 10.4 | Amendment No. 1, dated August 25, 2025, to the Securities Purchase Agreement, dated February 11, 2025, between the Company and Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 26, 2025). |
| 10.5 | Amendment No. 3, dated December 29, 2025, to the Securities Purchase Agreement, dated February 11, 2025, between the Company and Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 30, 2025). |
| 10.6 | 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). |
| 10.7 | Senior Convertible Promissory Note Purchase Agreement (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-4 filed on May 13, 2025). |
| 10.8 | Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on July 18, 2025). |
| 10.9 | Form of Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4 filed on May 13, 2025). |
| 10.10 | Amendment No. 1, dated August 25, 2025, to the Senior Secured Convertible Promissory Note issued by the Company on February 11, 2025, for the benefit of Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 26, 2025). |
| 10.11 | Form of Amended Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on August 26, 2025). |
| 10.12 | Amendment No. 2, dated December 22, 2025, to the Senior Secured Convertible Promissory Note issued by the Company on February 11, 2025, for the benefit of Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 23, 2025). |
| 10.13 | Loan Agreement between Legacy Profusa and Tasly, dated June 15, 2023 (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4 filed on May 13, 2025). |
| 10.14 | Amendment No. 1 to Loan Agreement between Legacy Profusa and Tasly (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-4 filed on May 13, 2025). |
| 10.15 | Henry Jackson Foundation Subaward Agreement to Profusa (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-4 filed on May 13, 2025). |
| 10.16# | Form of APAC Joint Venture License Agreement (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-4 filed on May 13, 2025). |
| 10.17 | Form of Shareholders Agreement for APAC Joint Venture (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 filed on May 13, 2025). |
| 10.18 | Form of Share Purchase Agreement for APAC Joint Venture (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-4 filed on May 13, 2025). |
| 10.19 | Security Agreement, dated as of July 11, 2025, between the Company and the PIPE Investors (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on July 18, 2025). |
| 10.20 | Guaranty, dated as of July 11, 2025, between the Company, Legacy Profusa, and its subsidiaries (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on July 18, 2025). |
| 10.21 | Securities Purchase Agreement, dated as of July 28, 2025 between the Company and Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 28, 2025). |
| 10.22 | Amendment No. 1, dated December 22, 2025, to the Securities Purchase Agreement dated July 28, 2025, between the Company and Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 23, 2025). |
| 10.23 | Registration Rights Agreement dated as of July 28, 2025 between the Company and Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 28, 2025). |
| 10.24 | Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on November 10, 2022). |
| 10.25# | 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). |
| 10.26* | Amended and Restated Promissory Note, issued by the Company on May 31, 2024 to NorthView Sponsor I LLC. |
| 10.27 | 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) |
| 10.28 | 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) |
| 19.1* | Insider Trading Policy. |
| 19.2* | Clawback Policy. |
| 21.1* | List of Subsidiaries. |
| 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 |
| + | Management contract or compensatory plan, contract or arrangement. |
| # | 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. |
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