Profusa, Inc.
For the period ended Jun 23, 2026. Filed May 26, 2026.
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Jun 23, 2026 · Filed May 26, 2026
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Contents
APPENDIX B
AMENDMENT TO THE PROFUSA, INC. 2025 EQUITY INCENTIVE PLAN
Dated: May 7, 2026
WHEREAS, the Board of Directors (the “Board”) of Profusa, Inc., a Delaware corporation (the “Company”), heretofore established the Profusa, Inc. 2025 Equity and Incentive Plan (the “Plan”);
WHEREAS, after giving effect to the Reverse Stock Splits (as defined in the Proxy Statement), the maximum number of shares of common stock of the Company (“Common Stock”) currently available for grants of awards under the Plan (not counting shares of Common Stock that have previously been issued pursuant to the Plan or that are the subject of outstanding awards under the Plan) is 100,386 shares;
WHEREAS, 14,648 shares of Common Stock have been granted under the Plan or are subject to outstanding awards under the Plan, and accordingly, 85,738 shares authorized under the Plan remain available for additional awards;
WHEREAS, to ensure that a sufficient number of shares of Common Stock are available under the Plan to properly incentivize those eligible to participate in the Plan, including future eligible participants, the Board believes it to be in the best interests of the Company and its stockholders to increase the number of shares of Common Stock available for grants of awards thereunder by 695,544 additional shares of Common Stock (the “Additional Reserved Shares”) (from 100,386 to 795,930 shares), in each case after giving effect to the Reverse Stock Splits and not counting shares of Common Stock that have previously been issued pursuant to the Plan or that are the subject of outstanding awards under the Plan;
WHEREAS, the Board further believes it to be in the best interests of the Company and its stockholders that all such Additional Reserved Shares be available for grants of Incentive Stock Options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended; and
WHEREAS, Section 5.2 of the Plan authorizes the Board to amend the Plan, subject to stockholder approval to the extent that such approval is required by applicable law, rule or regulation (including any rule of the Nasdaq Capital Market or any other stock exchange on which the shares of Common Stock are then traded).
NOW, THEREFORE, subject to approval of the Company’s stockholders, the Plan is hereby amended as follows:
- Effective as of the date hereof, the first paragraph of Section 1.5 of the Plan is hereby amended and restated in its entirety to read as follows:
“1.5 Shares Available. Subject to adjustment as provided in Section 5.7 and to all other limits set forth in this Plan, the number of Shares that shall be available for all awards under this Plan, other than Substitute Awards, shall be equal to 795,930 Shares (after giving effect to the Reverse Stock Splits). Subject to adjustment as provided in Section 5.7, no more than 795,930 Shares (after giving effect to the Reverse Stock Splits) in the aggregate may be issued under this Plan in connection with Incentive Stock Options. The number of Shares available under the Plan shall increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2026, and continuing until (and including) the calendar year ending December 31, 2035, with such annual increase equal to the lesser of (i) 4% of the number of Shares issued and outstanding on December 31 of the immediately preceding fiscal year and (ii) an amount determined by the Board.”
Except as expressly amended hereby, the Plan shall continue in full force and effect in accordance with its terms.
This Amendment shall be effective upon approval by the Company’s stockholders.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as evidence of its adoption by the Board of Directors of the Company on the date set forth above.
| By: | /s/ Ben Hwang |
|---|---|
| Name: Ben Hwang | |
| Title: Chief Executive Officer |
PROFUSA, INC. 626 BANCROFT WAY, SUITE A BERKELEY, CA 94710 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/PFSA2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: T01038-P54305 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY PROFUSA, INC. The Board of Directors recommends you vote FOR the following proposals: 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”); Nominee: 1a. Lauren Chung 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”); 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”); 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”); 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”); and 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”). NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For Against Abstain Withhold Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and Form 10-K are available at www.proxyvote.com. T01039-P54305 PROFUSA, INC. Annual Meeting of Stockholders June 23, 2026 10:00 AM This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Ben Hwang and Fred Knechtel, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of PROFUSA, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, EDT on June 23, 2026, virtually at www.virtualshareholdermeeting.com/PFSA2026, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side
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