Profusa, Inc.

On July 27, 2026, Profusa, Inc. (the “Company”) entered into a non-binding term sheet with a privately held commercial-stage health diagnostics and toxicology testing company (the “Target”) for the acquisition of the Target by the Company. The transaction is expected to create a publicly traded health diagnostics company. The proposed transaction is subject to customary closing conditions, including completion of due diligence, negotiation and execution of definitive agreements, receipt of required stock exchange and regulatory reviews and/or approvals, receipt of any required third-party approvals, completion of contemplated debt conversions, receipt of the Target’s audited financial statements, and other conditions to be set forth in the definitive agreements. It is expected that certain aspects of the acquisition will require the approval of the Company’s shareholders, and that a proxy statement will be filed with the U.S. Securities and Exchange Commission in connection with the solicitation of such shareholder approval. The non-binding term sheet does not obligate either party to consummate the transaction, and there can be no assurance that the parties will enter into definitive agreements or that the proposed transaction will be completed on the terms currently contemplated, within the anticipated timeframe, or at all.