Profusa, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

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Suite A

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ONJune 23, 2026

May 26, 2026

Dear Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Profusa, Inc., which will be held on June 23, 2026, beginning at 10:00 a.m., Eastern Time.

The Annual Meeting will be a completely virtual meeting of stockholders, which will be held atwww.virtualshareholdermeeting.com/PFSA2026. In addition, you will be able to register to attend, vote and examine the list of Stockholders entitled to vote at the Annual Meeting by visiting proxyvote.com and entering the sixteen-digit control number found on your proxy card, included in your proxy materials. If you are a stockholder of record, you may vote by mail, by toll-free telephone number or, by using the Internet. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the Company. The virtual meeting format allows attendance from any location in the world.

Even if you are planning on attending the Annual Meeting online, please promptly submit your proxy vote online or by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Annual Meeting. Instructions on voting your shares are in the proxy materials you received for the Annual Meeting.

The sole purpose of the Annual Meeting is to consider and vote upon:

• Proposal 1 — Election of Director Proposal: A proposal to elect Lauren Chung as a Class I director, to hold office until our 2029 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation or removal (the “Election of Director Proposal” or “Proposal One”);

• Proposal 2 — Reverse Stock Split Proposal: A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to, at the discretion of our Board of Directors, effect one or more reverse stock splits over the course of the next two years (the “Reverse Stock Split”) with respect to our issued and outstanding common stock, par value $0.0001 per share (the “common stock”), including any common stock held by the Company as treasury shares, at any time prior to or on June 23, 2028, at a ratio of 1-for-5 to 1-for-200 (the “Range”) provided that the aggregate splits will not exceed 1-for-200, with the ratio within such Range to be determined at the discretion of our Board of Directors (or any of its delegated authorized persons) without further approval or authorization of our stockholders (such action is referred to herein as the “Reverse Stock Split” and such proposal is referred to herein as the “Reverse Stock Split Proposal” or “Proposal Two”) (the form of which is included as Appendix A to this Proxy Statement);

• Proposal 3 — Preferred Stock Issuance Proposal: A proposal to approve, for purposes of Nasdaq Listing Rules 5635(a) and 5635(d), the issuance by the Company of shares of a newly created series of convertible preferred stock (the “Preferred Stock”) and the shares of common stock issuable upon conversion of the Preferred Stock (the “Conversion Shares”) to Bio Insights LLC as consideration for the Company’s acquisition of certain assets relating to the PanOmics Assay pursuant to that certain Asset Purchase Agreement, dated as of April 21, 2026, by and between the Company and Bio Insights LLC (the “Preferred Stock Issuance Proposal” or “Proposal Three”);

• Proposal 4 — Convertible Notes Proposal: A proposal to approve, for the purpose of complying with the applicable provisions of Nasdaq Listing Rule 5635(d), the potential issuance in excess of 19.99% of our outstanding shares of common stock upon the conversion of that certain promissory note issued by the Company to NorthView Sponsor I LLC, as modified pursuant to the Note Modification and Conversion Agreement, dated as of April 24, 2026, by and between the Company and NorthView Sponsor I LLC, as amended by Amendment No. 1 thereto, dated as of April 29, 2026 (the “Convertible Notes Proposal” or “Proposal Four”);

• Proposal 5 — Equity Plan Amendment Proposal: To approve an amendment to our 2025 Equity and Incentive Plan (the “Plan”) to increase the number of shares of Common Stock that are available to be issued pursuant to the Plan from 100,386 to 795,930 shares, an increase of 695,544 shares (such that the pool of shares available under the Plan will represent 15% of the Company’s outstanding shares of Common Stock, calculated based on 4,510,268 shares of Common Stock outstanding as of May 7, 2026) (after giving effect to the Reverse Stock Split) (the “Equity Plan Amendment Proposal” or “Proposal Five”) (included as Appendix B to this Proxy Statement); and

• Proposal 6 — Adjournment Proposal: A proposal to authorize an adjournment or adjournments of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five, or Proposal Six (the “Adjournment Proposal” or “Proposal Six”).

Our Board has fixed the close of business on May 12, 2026 as the date for determining the Company stockholders entitled to receive notice of and vote at the Annual Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Annual Meeting or any adjournment thereof.

After careful consideration of all relevant factors, the Board has determined that the Election of Director Proposal, the Reverse Stock Split Proposal, the Preferred Stock Issuance Proposal, the Convertible Notes Proposal, the Equity Plan Amendment Proposal, and the Adjournment Proposal are advisable and in the best interests of the Company and its stockholders and recommends that you vote or give instruction to vote “FOR” each proposal.

Enclosed is the Proxy Statement containing detailed information concerning the Election of Director Proposal, the Reverse Stock Split Proposal, the Preferred Stock Issuance Proposal, the Convertible Notes Proposal, the Equity Plan Amendment Proposal, and the Adjournment Proposal. Whether or not you plan to attend the Annual Meeting, we urge you to read this material carefully and vote your shares.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

May 26, 2026

By Order of the Board of Directors

/s/ Ben C. Hwang

Ben C. Hwang, Ph.D.

Chairman of the Board

Your vote is important. If you are a stockholder of record, please vote online or by telephone, or sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Annual Meeting. If you are a stockholder of record, you may also cast your vote online at the Annual Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Annual Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting “AGAINST” the Reverse Stock Split Proposal, the Preferred Stock Issuance Proposal, the Convertible Notes Proposal, the Equity Plan Amendment Proposal and the Adjournment Proposal, and an abstention will have the same effect as voting “AGAINST” the Reverse Stock Split Proposal, the Preferred Stock Issuance Proposal, the Convertible Notes Proposal, the Equity Plan Amendment Proposal and the Adjournment Proposal.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 23, 2026: This notice of meeting and the accompanying Proxy Statement are available at proxyvote.com.