Form 8-K

8-K — Profusa, Inc.

Accession: 0001213900-26-060879

Filed: 2026-05-26

Period: 2026-05-22

CIK: 0001859807

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0292151-8k_profusa.htm (Primary)

EX-10.1 — FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT BY AND BETWEEN PROFUSA INC. AND BIO INSIGHTS LLC (ea029215101ex10-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 22, 2026

PROFUSA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41177

86-3437271

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

626 Bancroft Way, Suite A

Berkeley, CA 94710

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (925) 997-6925

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

PFSA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive

Agreement.

First Amendment to Asset Purchase Agreement

On May 22, 2026, Profusa Inc., a Delaware corporation

(the “Company”), and Bio Insights LLC, a limited liability company (“Seller”), entered into a First Amendment

to the Asset Purchase Agreement (the “Amendment”), amending that certain Asset Purchase Agreement, dated as of April 21, 2026

(the “Asset Purchase Agreement”), by and between the Company and Seller.

As previously disclosed in the Company’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2026, pursuant to the Asset Purchase Agreement,

Seller agreed to sell, convey, assign, transfer, and deliver to the Company substantially all of the know-how assets relating to Seller’s

PanOmics Assay, an integrated, NGS multi-omics analysis platform combining genomics, transcriptomics, metabolomics, and related fields,

used in drug discovery and precision medicine (the “Purchased Assets”). The aggregate purchase price under the Asset Purchase

Agreement is $30,000,000, to be satisfied through the issuance by the Company to Seller of a newly created series of non-voting preferred

stock designated as “Series A Convertible Preferred Stock,” convertible into shares of the Company’s common stock.

The Amendment deletes Section 4.6 (Management

Shares) of the Asset Purchase Agreement in its entirety. Section 4.6 of the Asset Purchase Agreement previously provided that, in connection

with the Closing, the Compensation Committee of the board of directors of the Company and the board of directors of the Company would

approve and take any action necessary to cause the issuance to management of the Company of an aggregate number of shares of the Company’s

common stock equal to twelve percent (12%) of the fully diluted shares of the Company’s common stock outstanding immediately following

the Closing and any related equity financing, for the retention of the Company’s Chief Executive Officer and Chief Financial Officer

(the “Management Shares”). The Amendment deletes this provision and all references to the Management Shares in the Asset Purchase

Agreement.

In addition, the Amendment makes a conforming

amendment to Section 3.3(c) of the Asset Purchase Agreement to remove the reference to the Compensation Committee’s approval of

actions contemplated by Section 4.6.

Except as expressly amended by the Amendment,

the Asset Purchase Agreement remains in full force and effect in accordance with its terms.

The foregoing description of the Amendment is

not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1

to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit

Description

10.1

First Amendment to Asset Purchase Agreement by and between Profusa Inc. and Bio Insights LLC

104

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SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

May 26, 2026

Profusa, Inc.

By:

/s/ Ben Hwang

Name:

Ben Hwang

Title:

Chief Executive Officer

EX-10.1 — FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT BY AND BETWEEN PROFUSA INC. AND BIO INSIGHTS LLC

EX-10.1

Filename: ea029215101ex10-1.htm · Sequence: 2

Exhibit 10.1

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

This First Amendment to Asset Purchase Agreement

(this “Amendment”) is entered into as of May 22, 2026, by and between Profusa Inc., a Delaware corporation, with

its principal place of business at 626 Bancroft Way, Suite A, Berkeley, CA 94710 (“Buyer”), and Bio Insights LLC,

a limited liability company, with its principal place of business at 108 Rotary Drive, Summit, NJ 07901 (“Seller,” and

together with Buyer, the “Parties,” and each individually, a “Party”).

RECITALS

WHEREAS, Buyer and Seller are parties to

that certain Asset Purchase Agreement, dated as of April 21, 2026 (the “Agreement”), pursuant to which Seller agreed

to sell, transfer, assign, convey, and deliver to Buyer substantially all of the know-how assets relating to the PanOmics Platform, and

Buyer agreed to purchase and acquire such assets from Seller, on the terms and subject to the conditions set forth therein;

WHEREAS, Section 4.6 of the Agreement provides

that, in connection with the Closing, the Compensation Committee of the board of directors of Buyer and the board of directors of Buyer

will approve and take any action necessary to cause the issuance to management of Buyer of an aggregate number of shares of Buyer’s common

stock equal to twelve percent (12%) of the fully diluted shares of Buyer’s common stock outstanding immediately following the Closing

and any related equity financing, for the retention of Buyer’s Chief Executive Officer and Chief Financial Officer (the “Management

Shares”);

WHEREAS, the Parties desire to amend the

Agreement to delete Section 4.6 and all references to the Management Shares, on the terms and subject to the conditions set forth herein;

and

WHEREAS, Section 11.6 of the Agreement

provides that no amendment or modification of the Agreement shall be binding upon any Party unless set forth in a writing duly executed

by both Parties.

AGREEMENT

NOW, THEREFORE, in consideration of the

mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the Parties agree as follows:

ARTICLE

AMENDMENT

1.1 Deletion

of Section 4.6 (Management Shares). Section 4.6 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Section 4.6 [Reserved.]”

1.2 Deletion

of Definition. The defined term “Management Shares” and all references thereto in the Agreement are hereby deleted and shall

be of no further force or effect.

1.3 Conforming

Amendment to Section 3.3(c). Section 3.3(c) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(c) certified resolutions of the

Board of Directors of Buyer evidencing the approval and authorization of the actions contemplated by Section 4.7, in form and substance

reasonably satisfactory to Seller;”

ARTICLE

MISCELLANEOUS

2.1 Effect

of Amendment. Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect in accordance with

its terms, and all references therein to “this Agreement” shall be deemed to refer to the Agreement as amended hereby. In the

event of any conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control.

2.2 Defined

Terms. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

2.3 Governing

Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts

of laws principles that would result in the application of the laws of any other jurisdiction.

2.4 Counterparts.

This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together

shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed electronic copy of this

Amendment, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

2.5 Entire

Agreement. This Amendment, together with the Agreement and all schedules, exhibits, and other documents and instruments referred to

therein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous

agreements, negotiations, understandings, representations, and warranties, both written and oral, with respect to such subject matter.

[Remainder of Page Intentionally Blank.]

IN WITNESS WHEREOF,

the Parties have executed this First Amendment to Asset Purchase Agreement as of the date first written above.

BUYER:

PROFUSA INC.

By:

/s/ Dr. Ben Hwang

Name:

Dr. Ben Hwang

Title:

Chief Executive Officer

SELLER:

BIO INSIGHTS LLC

By:

/s/ Dr. Alidad Mireskandari

Name:

Dr. Alidad Mireskandari

Title:

Managing Partner

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