Profusa, Inc.

Certain statements contained in this Form 8-K may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words and phrases “designed to,” “may,” “might,” “can,” “will,” “to be,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “likely,” “continue,” “ongoing” or similar expressions, or the negative of such words, are intended to identify “forward-looking statements.” These forward-looking statements include, but are not limited to, statements regarding the Company, the Target Companies, the Option Agreement and the exercise of the Call Option (including the consummation of the purchase and sale of the Target Securities upon the exercise thereof), if any, and the expected effects, perceived benefits or opportunities and related timing with respect thereto; expectations regarding or plans for the combined company’s pipeline. The Company has based these forward-looking statements on its current expectations and projections about future events. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include those above in this Current Report on Form 8-K and in the Company’s other filings with the SEC. Statements made herein are as of the date of the filing of this Current Report on Form 8-K with the SEC and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, the Company does not undertake, and it specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

Item 8.01 Other Events.

As a result of the issuance of the common and preferred stock pursuant to the Option Agreement, the Company believes that, as of the date of the filing of this Current Report on Form 8-K, the Company has at least $2.5 million in stockholders’ equity as required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), which is an alternative standard to the $35 million market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2) (collectively, the “Rule”).

The Company awaits Nasdaq’s formal confirmation that it has evidenced compliance with the Rule and will provide an update regarding its listing status upon receipt of the relevant determination from The Nasdaq Stock Market LLC.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits