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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): August 19, 2025

 

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 8.01 Other Events.

 

On August 19, 2025, Profusa, Inc. (the “Company”) issued a press release regarding the appointment of certain directors and executive officers of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release, dated as of August 19, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

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.

 

Dated: August 19, 2025 Profusa, Inc.
     
  By: /s/ Ben Hwang
  Name:  Ben Hwang
  Title: Chief Executive Officer

 

 

2

 

Exhibit 99.1

 

Profusa Welcomes Former Acting U.S. Veterans Affairs Secretary

Peter O’Rourke as Lead Independent Director; Adds Seasoned

Finance Executive Fred Knechtel as CFO

 

Board addition served in the Trump Administration, overseeing 1,300 facilities serving more than 9 million veterans; New CFO has led finance and operations at companies including Northrop Grumman, Stanley Black & Decker, and DuPont

 

Profusa, Inc. (“Profusa” or the “Company”) (NASDAQ: PFSA), a commercial stage digital health company pioneering the next generation of technology platform enabling the continuous monitoring of an individual’s biochemistry, announces two major leadership additions as of the close of the business combination with NorthView Acquisition Corp (NVAC). Peter O’Rourke, former Acting U.S. Secretary of Veterans Affairs (VA), has joined the Board of Directors as lead independent director, and Fortune 500 financial executive Fred Knechtel has been named Chief Financial Officer.

 

“Profusa is at an inflection point as we prepare to bring our transformative biosensor platform to global markets,” said Ben Hwang, Ph.D., CEO of Profusa. “Peter brings extensive leadership experience, having overseen one of the largest integrated healthcare systems in the United States, serving more than 9 million veterans across 1,300 facilities during the first Trump administration. His ability to navigate complex organizations and drive large-scale innovation will be invaluable as we grow. Fred, who has long been a trusted partner to Profusa as a founder and CFO of NorthView Acquisition Corp., brings deep expertise in operations, capital markets, and investor engagement. Together, their insights will strengthen our path to commercialization.”

 

Mr. O’Rourke has a distinguished record as a presidential cabinet member, strategic advisor, and corporate executive. His career spans leadership in government, mergers and acquisitions, market development, and corporate governance. As a senior executive in both private and public companies, he has helped organizations scale, innovate, and deliver shareholder value.

 

“It’s a privilege to join Profusa’s board at such a pivotal moment,” said Mr. O’Rourke. “Profusa’s biosensor technology has the potential to transform how we understand and monitor human health. I look forward to working with the Board and leadership team to accelerate growth, support commercialization, and maximize shareholder value.”

 

Mr. Knechtel has led finance and operations from start-ups to publicly traded large cap companies. As CFO, he guided organizations operating in the life sciences, automotive, consumer products, chemical and metals recycling industries through profitable growth, capital restructure, mergers/acquisitions/sales and IPOs. Companies he worked at include Northrop Grumman, Stanley Black and Decker, DuPont, Remy International, Sims Metal Management and GENEWIZ (Azenta).

 

Mr. Knechtel added, “I believe that Profusa possesses game-changing technology that will set the stage for how we maintain our health for years to come. Combined with an innovative financial strategy to manage our balance sheet1, I’m looking forward to collaborating with the management team and board to drive our progress and growth in the coming years.”

 

 

 

 

About Profusa

 

Based in Berkeley, Calif., Profusa is a commercial stage digital health company led by visionary scientific founders, an experienced management team and a world-class board of directors in the development of a new generation of tissue-integrated sensors to detect and continuously transmit actionable, medical-grade data for personal and medical use. With its long-lasting, injectable and affordable biosensors and its intelligent data platform, Profusa aims to provide people with a personalized biochemical signature rooted in data that clinicians can trust and rely on.

 

“LUMEE”, “PROFUSA” and the PROFUSA logo are registered trademarks of Profusa Inc. in the United States, Canada, European Union, China, Japan, South Korea and Australia. For more information, visit https://profusa.com.

 

Special Note Regarding Forward-Looking Statements

 

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or future financial or operating performance of Profusa. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “propose,” “seek,” “should,” “strive,” “will,” or “would” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which may be beyond the control of Profusa and could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including risks regarding the highly volatile nature of the price of Bitcoin and other cryptocurrencies, as well as the risk that the Company’s stock price may be highly correlated to the price of the digital assets that it holds. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Profusa and its management, are inherently uncertain. Profusa cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. There are risks and uncertainties described in our Form S-1 Registration Statement (Registration No. 333-289461) filed with the SEC on August 11, 2025, and described in other documents filed by Profusa from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Profusa cannot assure you that the forward-looking statements in this communication will prove to be accurate.

 

Contacts

 

Investor and Media Contacts email: [email protected]

 

phone: 1 (212) 655-0924