UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form
11-K ☒ Form 10-Q ☐ Form 10-D
☐ Form N-CEN ☐ Form N-CSR
For Period Ended: June 30, 2026
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended: _____________
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Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY
THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN. |
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
PROFUSA, INC.
Full Name of Registrant
N/A
Former Name if Applicable
626 Bancroft Way, Suite A
Address of Principal Executive Office (Street and
Number)
Berkeley, CA 94710
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate.)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms
10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time
period.
Profusa, Inc. (the “Company”)
has determined that it will not be able to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Form
10-Q”) by August 14, 2026, the prescribed due date for such filing, without unreasonable effort or expense due to unanticipated
delays. Additional time is needed in order to permit the Company’s independent registered public accounting firm time to complete
its review of the financial statements included in the Form 10-Q. The Company fully expects to be able to file within the additional time
allowed.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: |
| Fred Knechtel |
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925 |
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997-6925 |
| (Name) |
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(Area Code) |
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(Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of
1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no, identify report(s).
☒ Yes ☐ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period
for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐
Yes ☒ No |
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
PROFUSA, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date: August 14, 2026 |
By: |
/s/ Fred Knechtel |
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Fred Knechtel
Chief Executive Officer |
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