8-K
Profusa, Inc. (PFSA)
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):
March 20, 2026
PROFUSA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41177 | 86-3437271 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>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.
On March 20, 2026, Profusa, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Amended and Restated Promissory Note, dated May 31, 2024 (the “Promissory Note”), issued by the Company (formerly known as NorthView Acquisition Corporation) to NorthView Sponsor I LLC. Pursuant to the Amendment, the maturity date of the Promissory Note was extended to December 31, 2026.
The foregoing description of the Amendment is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 10.1 | Amendment, dated March 20, 2026, to Amended and Restated Promissory Note, issued by the Company on May 31, 2024 to NorthView Sponsor I LLC. |
| 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: March 26, 2026 | Profusa, Inc. | |
|---|---|---|
| By: | /s/ Fred Knechtel | |
| Name: | Fred Knechtel | |
| Title: | Chief Financial Officer |
2
Exhibit 10.1
AMENDMENTTO Amended and Restated Promissory Note
This Amendment (this “Amendment”) to the Promissory Note dated as of April 27, 2023 issued by Profusa, Inc., a Delaware corporation formerly known as NorthView Acquisition Corp. (the “Company”) to NorthView Sponsor I LLC, a Delaware limited liability company (the “Sponsor”) (as amended and restated on January 8, 2024 and amended on May 31, 2024, the “Original Note”) is made and entered into effective as of March 20, 2026, by and among the Company and the Sponsor. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Note (as defined below).
WHEREAS, the Company issued the Original Note to the Sponsor for the principal sum of up to $2,500,000.
WHEREAS, pursuant to Section 14 of the Original Note, the Original Note can be amended with the written consent of the Company and the Sponsor.
WHEREAS, the parties desire to amend the Original Note on the terms and conditions set forth herein (as amended, including by this Amendment, the “Note”).
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the terms of the Original Note, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Amendmentto Maturity Date. The parties hereto hereby agree to amend the Original Note by amending and restating Section 1 as below:
The principal balance of this Note shall be payable on December 31, 2026 (such date, the “Maturity Date”). The principal balance may be prepaid at any time, at the election of Maker. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
2. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Original Note are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Original Note, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. Any reference to the Note in the Note or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Original Note, as amended by this Amendment (or as the Note may be further amended or modified after the date hereof in accordance with the terms thereof). The Note, as amended by this Amendment, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Note, and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter. If any provision of the Original Note is materially different from or inconsistent with any provision of this Amendment, the provision of this Amendment shall control, and the provision of the Original Note shall, to the extent of such difference or inconsistency, be disregarded. This Amendment shall be interpreted, construed, governed and enforced in a manner consistent with the Original Note, and, without limiting the foregoing, Sections 10 through 12 and 14 through 15 of the Original Note are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this Amendment as if all references to the “Note” contained therein were instead references to this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Amended and Restated Promissory Note as of the date first written above.
| Profusa, Inc. | |
|---|---|
| By: | /s/ Ben Hwang |
| Name: | Ben Hwang |
| Title: | Chief Executive Officer |
| NorthView Sponsor I LLC | |
| --- | --- |
| By: | /s/ Fred Knechtel |
| Name: | Fred Knechtel |
| Title: | Manager |
| By: | /s/ Jack Stover |
| Name: | Jack Stover |
| Title: | Manager |
{Signature Page to Amendment to Amended andRestated Promissory Note}