Profusa, Inc.
For the period ended Jun 30, 2026. Filed Aug 19, 2026.
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Jun 30, 2026 · Filed Aug 19, 2026
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Item 5. Other Information
As previously disclosed on April 29, 2026, on April 24, 2026, the Company entered into that certain Note Modification and Conversion Agreement (the “Agreement”) with NorthView Sponsor I LLC (the “Holder”), to amend that certain Promissory Note dated as of 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”), in the original principal amount of up to $2,500,000.
On July 31, 2026, the Company entered into Amendment No. 2 to the Note Modification and Conversion Agreement (the “Second Amendment”) with the Holder, to further amend the Agreement. Pursuant to the Second Amendment, the Agreement was amended to (i) reflect the receipt of Stockholder Approval at a Special Meeting of Stockholders of the Company held on June 23, 2026, (ii) increase the Beneficial Ownership Limitation (as defined in the Agreement) to 49.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Note held by the Holder, (iii) amend the Conversion Price to be equal to the closing price of the Common Stock on July 31, 2026, as reported on The Nasdaq Stock Market, and (iv) provide that the number of Conversion Shares issuable upon conversion shall be determined by dividing the product of the principal amount of the Note being converted and 122%, by the Conversion Price.
On August 12, 2026, the Company entered into Amendment No. 3 to Note Modification and Conversion Agreement (the “Third Amendment”) with the Holder. Pursuant to the Third Amendment the Agreement was amended to change the conversion price to the greater of (a) $4.28, and (b) the closing price of the Company’s common stock on the trading day immediately preceding the delivery of the conversion notice.
The foregoing descriptions of the Second Amendment and Third Amendment are summary in nature and are qualified in their entirety by reference to the full text of the Second Amendment and Third Amendment, respectively, copies of which are filed as Exhibits 10.11 and 10.12 hereto, respectively and are incorporated by reference herein.
During the period covered by this Quarterly Report, none of the Company’s directors or executive officers have adopted orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).
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