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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 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |
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