Profusa, Inc.

PROPOSAL FOUR: CONVERTIBLE NOTES PROPOSAL

General

On April 24, 2026, the Company entered into a Note Modification and Conversion Agreement (the “Note Modification Agreement”) with NorthView Sponsor I LLC (the “Holder”). The Note Modification Agreement amends that certain Promissory Note originally issued by the Company to the Holder on April 27, 2023, as amended and restated on January 8, 2024 and as further amended on May 31, 2024 and March 20, 2026 (as so amended, the “Note”), which had an original principal amount of up to $2,500,000, and provides for the conversion of the Note, at the option of the Holder, into shares of the Company’s common stock following the effectiveness of a registration statement registering the resale of the Conversion Shares (as defined below).

Pursuant to the Note Modification Agreement, the parties agreed to modify the terms of the Note as follows: (i) the outstanding principal amount of the Note was confirmed to be $1,869,796; (ii) the Note shall be non-interest bearing; (iii) the maturity date of the Note was set at December 31, 2026 (the “Maturity Date”); and (iv) the conversion price was set at a price per share equal to the greater of (a) ninety-five percent (95%) of the closing price of the Company’s common stock on the applicable conversion date and (b) $0.35 per share (the “Floor Price”) (the “Conversion Price”). The number of shares of the Company’s common stock issuable upon conversion of the Note (the “Note Conversion Shares”) on any conversion date will be determined by dividing the principal amount of the Note being converted by the Conversion Price.

At any time, or from time to time, on or after May 4, 2026, the date on which a registration statement registering the resale of all of the Note Conversion Shares (the “Registration Statement”) was declared effective by the SEC (the “Registration Effective Date”), the Holder may elect to convert all or any portion of the outstanding principal balance of the Note into Note Conversion Shares at the Conversion Price by delivering a written conversion notice to the Company. Upon conversion of the entire principal amount of the Note, the Note shall become fully paid and satisfied and shall be of no further force or effect. No inducement consideration of any kind is being offered or provided by the Company to the Holder in connection with the conversion contemplated by the Note Modification Agreement, and the conversion will be effectuated solely pursuant to the existing conversion rights set forth in the Note. The Company has acknowledged that the managing members of the Holder are officers and/or directors of the Company, and the modification of the Conversion Price and the conversion of the outstanding principal balance of the Note into Note Conversion Shares have been (or, prior to any conversion, will be) approved in advance by the full Board and by the Compensation Committee of the Board (which consists entirely of Non-Employee Directors, as defined in Rule 16b-3(b)(3) under the Exchange Act), such that the transactions are intended to qualify as exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, pursuant to Rule 16b-3(d) thereunder.

The Note may not be converted by the Holder into shares of the Company’s common stock if such conversion would result in the Holder, together with its affiliates and certain attribution parties, beneficially owning in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares upon conversion of the Note (the “Beneficial Ownership Limitation”); provided, that the Holder may, upon at least sixty-one (61) days’ prior written notice to the Company, increase or decrease the Beneficial Ownership Limitation, so long as the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares upon conversion of the Note.

The Note Conversion Shares will be issued pursuant to an exemption from the registration requirements of the Securities Act, including the exemption available under Section 4(a)(2) of the Securities Act.

Amendment No. 1 to the Note Modification and Conversion Agreement

On April 29, 2026, the Company and the Holder entered into Amendment No. 1 to the Note Modification and Conversion Agreement (the “Amendment”). The Amendment adds a covenant restricting the issuance of Note Conversion Shares in excess of 19.99% of the number of shares of the Company’s common stock issued and outstanding as of April 24, 2026 (as such number may be adjusted for any stock split, stock dividend, stock combination, recapitalization or similar transaction, the “Exchange Cap”), unless and until the Company has obtained the requisite stockholder approval in accordance with the applicable rules and regulations of Nasdaq (the “Nasdaq Rules”). If the Holder delivers a conversion notice that would result in the issuance of Note Conversion Shares in excess of the

Exchange Cap (and stockholder approval has not been obtained), the number of Note Conversion Shares issuable upon such conversion will automatically be reduced to the maximum number that may be issued without exceeding the Exchange Cap, and the corresponding principal amount of the Note to be converted will be reduced accordingly. The Exchange Cap limitation is independent of, and in addition to, the Beneficial Ownership Limitation, and both limitations must be satisfied at the time of any conversion; in the event of a conflict between the two limitations, the more restrictive limitation will control. The Exchange Cap limitation will terminate upon the earliest to occur of: (i) the date on which stockholder approval is obtained, (ii) the date on which the Company’s common stock is no longer listed on Nasdaq or any other national securities exchange requiring stockholder approval for issuances in excess of 19.99% of the outstanding shares, or (iii) a determination by the Board, based on written advice of outside legal counsel, that stockholder approval is not required under the Nasdaq Rules with respect to the issuance of Note Conversion Shares. Pursuant to the Amendment, the Company has agreed, to the extent required by the Nasdaq Rules, to hold a meeting of stockholders (which may be held at the annual meeting) on or before the ninetieth (90 th) calendar day following April 29, 2026 for the purpose of obtaining stockholder approval, with the recommendation of the Board that such proposal be approved, and, if stockholder approval is not obtained at such meeting, to call a meeting of stockholders every four (4) months thereafter to seek stockholder approval until the earlier of (i) the date on which stockholder approval is obtained and (ii) the date on which the Note has been repaid or fully converted in accordance with the terms of the Note Modification Agreement.

Why Does the Company Need Stockholder Approval?

As a result of our listing on The Nasdaq Global Market, issuances of our common stock are subject to the Nasdaq Listing Rules, including Rule 5635(d). Nasdaq Listing Rule 5635(d) requires us to obtain stockholder approval prior to the issuance of securities in connection with a transaction, other than a public offering, involving the sale, issuance, or potential issuance by us of more than 19.99% of our outstanding shares of our common stock (or securities convertible into or exercisable for shares of our common stock) at a price less than the lower of (i) the official closing price on Nasdaq immediately preceding the signing of the binding agreement, or (ii) the average official closing price of our common stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the signing of the binding agreement (the “Nasdaq 20% Rule”).

As described above, pursuant to Amendment No. 1 to the Note Modification and Conversion Agreement, the Company may not issue, and the Holder may not receive upon conversion of the Note, any Note Conversion Shares to the extent that, after giving effect to such issuance, the aggregate number of Note Conversion Shares issued under the Note Modification Agreement would exceed the Exchange Cap (i.e., 19.99% of the number of shares of the Company’s common stock issued and outstanding as of April 24, 2026, as such number may be adjusted for any stock split, stock dividend, stock combination, recapitalization or similar transaction), unless and until (i) the Company has obtained stockholder approval in accordance with the Nasdaq Rules or (ii) an exception to the stockholder approval requirements of the Nasdaq Rules is available with respect to such issuance, as determined in good faith by the Board based on written advice of outside legal counsel. We are seeking stockholder approval pursuant to this Convertible Notes Proposal in order to permit the issuance of Note Conversion Shares in excess of the Exchange Cap upon conversion of the Note in accordance with the Nasdaq Rules.

Potential Effects of Approval of this Proposal

If the Convertible Notes Proposal is approved, the Company will be permitted to issue Note Conversion Shares to the Holder upon conversion of the Note in excess of the Exchange Cap, which will allow the Note to be converted in full into shares of the Company’s common stock and result in the satisfaction in full of the Company’s obligations under the Note. As a result, no further amounts will remain due and owing under the Note following such full conversion, eliminating outstanding indebtedness of the Company without the use of cash. After considering the Company’s capital structure, the terms of the Note Modification Agreement and the Amendment, and the relative costs and benefits of repaying the Note in cash versus permitting full conversion of the Note into Note Conversion Shares, the Board determined that the issuance of Note Conversion Shares in excess of the Exchange Cap upon conversion of the Note is advisable and in the best interests of the Company and its stockholders.

Potential Effects of Non-Approval of this Proposal

If the Convertible Notes Proposal is not approved, the Holder’s ability to convert the Note into Note Conversion Shares will be capped at the Exchange Cap, and any portion of the principal amount of the Note that is not converted as

a result of the Exchange Cap limitation will remain outstanding and payable by the Company in cash on the Maturity Date of December 31, 2026. In addition, if the Company does not obtain stockholder approval at the Annual Meeting, the Company will be required under the Amendment to call a meeting of stockholders to seek stockholder approval every four (4) months thereafter until the earlier of (i) the date on which stockholder approval is obtained and (ii) the date on which the Note has been repaid or fully converted in accordance with the terms of the Note Modification Agreement, which would result in additional costs and administrative burden to the Company. The Company may also be required to seek alternative sources of capital in order to repay any unconverted portion of the Note in cash on the Maturity Date, which could be on terms less favorable than the conversion contemplated by the Note Modification Agreement.

Dilution

Based on the outstanding principal amount of the Note of $1,869,796 and the Floor Price of $0.35 per share (which represents the minimum Conversion Price under the Note Modification Agreement), the maximum number of Note Conversion Shares that could be issued upon full conversion of the Note is approximately 5,342,274 shares of our common stock. Because the Conversion Price is determined in part by reference to ninety-five percent (95%) of the closing price of our common stock on the applicable conversion date, and is subject to the Floor Price, the actual number of Note Conversion Shares issued upon conversion of the Note may be less than this maximum number, depending on the market price of our common stock at the time of conversion. The issuance of Note Conversion Shares upon conversion of the Note will dilute the voting and economic interests of our existing stockholders and could have an adverse impact on the market price of our common stock. Conversely, approval of this Proposal will allow the Company to satisfy in full its obligations under the Note through the issuance of Note Conversion Shares, eliminating outstanding indebtedness without the use of cash, which the Board believes will create long-term stockholder value that outweighs the dilutive impact.

Stockholders may vote “FOR,” “AGAINST” or “ABSTAIN” on the Convertible Notes Proposal. Approval of this Proposal Four requires the affirmative vote of the holders of a majority of the voting power of the shares of our common stock present in person or represented by proxy at the meeting and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE CONVERTIBLE NOTES PROPOSAL.