Profusa, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On July 31, 2026, in connection with entering into the Option Agreement with certain stockholders of G3 Vision Labs Inc. described in Note 13 to the condensed consolidated financial statements, the Company issued to the sellers an aggregate of 201,120 shares of common stock and 52,903.566 shares of Series A Non-Voting Convertible Preferred Stock. The securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, based on representations made by the sellers regarding their status as accredited investors and the private nature of the transaction. In connection with entering into the Option Agreement, the Company was also obligated to issue 3,037.381 shares of Series A Non-Voting Convertible Preferred Stock to its financial advisor. The securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.