PFSA 8-K
Profusa, Inc. (PFSA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (
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 | ||
| The |
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.
The information set forth under Item 2.03 and Item 3.03 below is hereby incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Note Modification and Conversion Agreement
On April 24, 2026, Profusa, Inc. (the “Company”) entered into that certain Note Modification and Conversion Agreement (the “Agreement”) with NorthView Sponsor I LLC (the “Holder”), to amend that certain Promissory Note dated as of April 27, 2023, as amended and restated on January 8, 2024 and as further amended on May 31, 2024 and March 20, 2026 (as so amended, the “Note”), in the original principal amount of up to $2,500,000.
Pursuant to the Agreement, the Note was amended to provide for the following terms: (i) the outstanding principal amount of the Note is $1,869,796; (ii) the Note is non-interest bearing; (iii) the maturity date is December 31, 2026; and (iv) the Holder has the option to convert all or any portion of the outstanding principal balance of the Note into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at any time, or from time to time, following the effectiveness of a registration statement registering the resale of the shares issuable upon conversion (the “Conversion Shares”). The conversion price per share is equal to the greater of (i) ninety-five percent (95%) of the closing price of the Common Stock on the applicable conversion date and (ii) $0.35 per share. The number of Conversion Shares issuable upon conversion shall be determined by dividing the principal amount being converted by the conversion price. The conversion is subject to a beneficial ownership limitation of 4.99% of the outstanding shares of Common Stock.
The foregoing description of the Agreement is summary in nature and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Amendment No. 1 to Note Modification and Conversion Agreement
On April 29, 2026, the Company entered into Amendment No. 1 to the Note Modification and Conversion Agreement (the “Amendment”) with the Holder, to amend the Agreement described above. Pursuant to the Amendment, the Agreement was amended to (i) add a covenant restricting the issuance of Conversion Shares in excess of 19.99% of the number of shares of Common Stock issued and outstanding as of the date of the Agreement (the “Exchange Cap”) unless and until the Company obtains stockholder approval in accordance with the applicable rules and regulations of Nasdaq (“Stockholder Approval”) or an exception to such Stockholder Approval requirements is available, and (ii) require the Company to seek Stockholder Approval at a meeting of stockholders (or by written consent) within 90 days following the date of the Amendment, and every four months thereafter if not obtained.
The foregoing description of the Amendment is summary in nature and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
1
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 28, 2026, the Company received written notification from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company had not regained compliance with Nasdaq Listing Rule 5450(b)(1)(C), which requires companies listed on The Nasdaq Global Market to maintain a minimum market value of publicly held shares of $15,000,000 (the “MVPHS Rule”). The Staff originally notified the Company of this deficiency on October 27, 2025, and in accordance with Listing Rule 5810(c)(3)(D), provided the Company 180 calendar days, or until April 27, 2026, to regain compliance. The Company did not regain compliance by the deadline. The Nasdaq Hearings Panel (the “Panel”) will consider this matter in connection with its pending decision regarding the Company’s separate deficiencies under Nasdaq Listing Rule 5450(a)(1) and 5450(b)(2)(a), which require companies listed on The Nasdaq Global Market to maintain a minimum closing bid price of $1.00 per share (the “Bid Price Rule”) and a minimum market value of listed securities of $50 million (the “MVLS Rule”).
In connection with the April 28, 2026 deficiency letter described above, the Company has been provided with an opportunity to present its views regarding the deficiency under the MVPHS Rule to the Panel in writing no later than May 5, 2026. The Company intends to respond to the Panel and address the deficiency under the MVPHS Rule in its written submission. There can be no assurance that the Panel will grant the Company’s request for continued listing.
Item 3.03. Material Modifications to Rights of Security Holders.
On April 29, 2026, the Company and Ascent Partners Fund LLC (the “Holder”) entered into an amendment (the “Amendment”) to that certain Warrant to Purchase Shares of Common Stock of the Company, dated as of April 20, 2026 (the “Warrant”). The Warrant was issued in connection with a Securities Purchase Agreement, dated as of February 11, 2025, between the Company and the Holder.
The Warrant entitles the Holder to purchase up to 3,333,333 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $0.50 per share, subject to adjustment, exercisable until April 20, 2031. The Warrant is subject to the terms and conditions set forth therein, including provisions relating to exercise procedures, adjustments upon certain corporate events, and notices.
Pursuant to the Amendment, Section 4 (Treatment of Consideration in Fundamental Transactions) of the Warrant was deleted in its entirety and replaced with “Reserved.” Prior to the Amendment, Section 4 provided that (a) in certain Fundamental Transactions where the consideration payable to holders of the underlying securities consisted solely of cash and marketable securities and exceeded the exercise price, the Warrant would automatically convert into the right to receive the net consideration that would have been payable on the underlying shares, and (b) in other Fundamental Transactions, the acquiring or successor entity would assume the Warrant and the Company’s obligations thereunder. As a result of the Amendment, the Warrant no longer contains these automatic conversion or assumption provisions with respect to Fundamental Transactions. All other provisions of the Warrant remain in full force and effect.
The foregoing description of the Amendment is summary in nature and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.3 hereto and is incorporated by reference herein.
2
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1* | Note Modification and Conversion Agreement, dated as of April 24, 2026, by and between Profusa, Inc. and NorthView Sponsor I LLC | |
| 10.2 | Amendment No. 1 to Note Modification and Conversion Agreement, dated as of April 29, 2026, by and between Profusa, Inc. and NorthView Sponsor I LLC | |
| 10.3 | Amendment to Warrant to Purchase Shares of Common Stock, dated April 29, 2026, issued by the Company to Ascent Partners Fund LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain information has been redacted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type of information that is treated as private or confidential by the Registrant. The Registrant hereby agrees to furnish an unredacted copy of the exhibit to the SEC upon request. |
Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the outcome of the Panel’s pending decision regarding the Company’s compliance with the Bid Price Rule, MVLS Rule, and the MVPHS Rule, the Company’s ability to regain compliance with Nasdaq listing standards, the potential conversion of the Note into shares of Common Stock pursuant to the Note Modification and Conversion Agreement, and the effect of the Warrant Amendment on the Holder’s rights in connection with Fundamental Transactions. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties, many of which are beyond management’s control, that could cause actual results to differ materially from those described in the forward-looking statements, as well as risks relating to general economic conditions, market conditions, interest rates, and other factors. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Please refer to the risks detailed from time to time in the reports we file with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
3
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.
| April 29, 2026 | Profusa, Inc. | |
| By: | /s/ Ben Hwang | |
| Name: | Ben Hwang | |
| Title: | Chief Executive Officer | |
4
Exhibit 10.1
CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.
NOTE MODIFICATION AND CONVERSION AGREEMENT
This Note Modification and Conversion Agreement (this “Agreement”) is made and entered into as of April 24, 2026 (the “Amendment Effective Date”), by and between Profusa, Inc., a Delaware corporation formerly known as NorthView Acquisition Corp. (the “Company”), and NorthView Sponsor I LLC, a Delaware limited liability company (the “Holder”). The Company and the Holder are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Company issued that certain Promissory Note dated as of April 27, 2023, as amended and restated on January 8, 2024 and as further amended on May 31, 2024 and March 20, 2026 (as so amended, the “Note”), to the Holder in the original principal amount of up to $2,500,000;
WHEREAS, pursuant to Section 14 of the Note, the Note may be amended with the written consent of the Company and the Holder;
WHEREAS, the Parties entered into that certain Note Modification and Conversion Agreement dated as of April 6, 2026 (the “Rescinded Agreement”), by and between the Company and the Holder and pursuant to such agreement, the Company and the Holder amended and restated the Note in its entirety pursuant to that certain Second Amended and Restated Promissory Note, dated as of April 6, 2026, in the principal amount of $1,869,796 (the “Restated Note”);
WHEREAS, pursuant to the Rescinded Agreement, the Holder was to exercise its conversion rights under Section 14 of the Restated Note and convert the entire outstanding principal balance of the Restated Note into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a conversion price of $0.76 per share, pursuant to the terms and conditions of the Restated Note;
WHEREAS, the conversion contemplated by the Rescinded Agreement was not consummated, no Conversion Shares were ever issued, and the entire outstanding principal balance of the Restated Note, in the amount of $1,869,796, remains outstanding as of the Amendment Effective Date;
WHEREAS, pursuant to that certain Rescission Agreement dated as of April 20, 2026 and effective as of April 7, 2026 (the “Rescission Agreement”), by and between the Company and the Holder, the Rescinded Agreement was rescinded, terminated and rendered null and void ab initio, and the Note was reinstated and restored to full force and effect;
WHEREAS, the Parties now desire to enter into this Agreement to amend the Note and to provide for the conversion of the Note, at the option of the Holder, at any time, or from time to time, following the effectiveness of a registration statement registering the resale of the Conversion Shares, in each case on the terms and subject to the conditions set forth herein;
WHEREAS, upon the issuance of the Conversion Shares pursuant to Section 2.2 hereof, no amount shall remain due and owing under the Note; and
WHEREAS, for the avoidance of doubt, no inducement consideration of any kind is being offered or provided by the Company to the Holder in connection with the conversion contemplated hereby, and the conversion will be effectuated solely pursuant to the existing conversion rights set forth in the Note.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE
1
ARTICLE I
NOTE MODIFICATION
1.1 Amendment of the Note. Effective as of the date hereof, the Note is hereby amended by this Agreement.
1.2 Modified Terms; Defined Terms. The Parties acknowledge and agree that, pursuant to this Agreement, the following terms of the Note have been modified, and the following defined terms shall have the meanings set forth below:
(a) Principal Amount. The outstanding principal amount of the Note is One Million Eight Hundred Sixty-Nine Thousand Seven Hundred and Ninety-Six Dollars ($1,869,796).
(b) Interest. The Note shall be non-interest bearing.
(c) Maturity Date. The principal balance of the Note shall be payable on December 31, 2026 (the “Maturity Date”).
(d) Conversion Price. “Conversion Price” means a price per share equal to the greater of (i) ninety-five percent (95%) of the closing price of the Common Stock on the applicable Conversion Date (as defined below) and (ii) $0.35 per share (the “Floor Price”).
(e) Conversion Shares. “Conversion Shares” means the shares of Common Stock issuable upon conversion of the Note pursuant to Article II hereof, the number of which shall be determined by dividing (i) the principal amount of the Note being converted on the applicable Conversion Date by (ii) the Conversion Price.
2
(f) Conversion Date. “Conversion Date” means the date specified in a Conversion Notice delivered by the Holder to the Company in accordance with Section 2.1 hereof, which date shall be no earlier than the Registration Effective Date.
(g) Conversion Notice. “Conversion Notice” means a written notice delivered by the Holder to the Company in accordance with Section 2.1 hereof, specifying the principal amount of the Note to be converted and the Conversion Date.
(h) Registration Effective Date. “Registration Effective Date” means the date on which the Registration Statement is declared effective by the SEC.
(i) Registration Statement. “Registration Statement” means a registration statement filed by the Company with the SEC under the Securities Act registering the resale of all of the Conversion Shares.
(j) SEC. “SEC” means the United States Securities and Exchange Commission.
1.3 Effect of Modification. Except as expressly modified by this Agreement, all other terms and conditions of the Note shall remain in full force and effect as set forth in the Note.
ARTICLE
2
CONVERSION
2.1 Optional Conversion. Subject to Section 2.8 hereof, at any time, or from time to time, on or after the Registration Effective Date, the Holder may elect to convert all or any portion of the outstanding principal balance of the Note into Conversion Shares at the Conversion Price by delivering a Conversion Notice to the Company specifying (i) the principal amount of the Note to be converted and (ii) the Conversion Date, which Conversion Date shall be no earlier than the Registration Effective Date and no earlier than the date of delivery of such Conversion Notice. Upon delivery of a Conversion Notice, the conversion of the specified principal amount shall be irrevocable. If the Holder does not specify a Conversion Date in the Conversion Notice, the Conversion Date shall be deemed to be the date of delivery of such Conversion Notice to the Company.
2.2 Issuance of Conversion Shares. Promptly following any Conversion Date (and in any event within five (5) business days thereof), the Company shall, at the direction of the Holder, deliver to the Holder (or its members or their respective affiliates, as directed by the Holder) (the Holder or such other persons, the “Holders”) the Conversion Shares issuable upon such conversion, which shall be delivered free of the restrictive legend set forth in Section 3.4, in book-entry form through the facilities of The Depository Trust Company or any successor thereto, or in such other manner as the Holder may reasonably request.
2.3 Surrender of Note. Upon the complete conversion of the Note, the Holder shall surrender and deliver the Note, duly endorsed, to the Company or such other address which the Company shall designate, against delivery of the Conversion Shares; provided, however, that the Company’s obligation to deliver the Conversion Shares shall not be conditioned upon the surrender of the Note.
2.4 Full Satisfaction. Upon conversion of the entire principal amount of the Note pursuant to this Article II, the Note shall become fully paid and satisfied and shall be of no further force or effect.
3
2.5 No Inducement. The Parties acknowledge and agree that no inducement consideration of any kind is being offered, paid or provided by the Company to the Holder in connection with the conversion contemplated by this Agreement.
2.6 Taxes. The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Shares upon conversion of the Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion.
2.7 Compliance with Law. The Conversion Shares shall not be issued upon conversion of the Note unless such issuance and such conversion comply with all applicable provisions of law.
2.8 Beneficial Ownership Limitation.
(a) Notwithstanding anything to the contrary contained herein, the Company shall not effect the conversion of any portion of the Note, and the Holder shall not have the right to convert any portion of the Note, to the extent that, after giving effect to such conversion, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of the Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other convertible notes or warrants) beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.8, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 2.8 applies, the determination of whether the Note is convertible (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of how much principal amount of the Note is convertible shall be in the sole discretion of the Holder, and the submission of a notice of conversion shall be deemed to be the Holder’s determination of whether the Note may be converted (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and how much principal amount of the Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a notice of conversion that such notice of conversion has not violated the restrictions set forth in this Section 2.8 and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
4
(b) The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Note held by the Holder. The Holder, upon delivery of not less than sixty-one (61) days’ prior written notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.8; provided that the Beneficial Ownership Limitation in no event shall exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of the Note held by the Holder, and any such increase or decrease will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The provisions of this Section 2.8 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.8 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Section 2.8 shall apply to a successor holder of the Note.
(c) For purposes of this Section 2.8, “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Holder, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended. “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
ARTICLE
3
REPRESENTATIONS AND WARRANTIES OF THE HOLDER
The Holder hereby represents and warrants to the Company as follows:
3.1 Accredited Investor Status. The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.
3.2 Restricted Securities. The Holder understands and acknowledges that, prior to the Registration Effective Date, the Conversion Shares would be deemed “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act if issued without registration. The Holder further acknowledges that on and after the Registration Effective Date, the Conversion Shares will be issued pursuant to an effective Registration Statement and, accordingly, will not bear any restrictive legend.
3.3 Access to Information. The Holder has had the opportunity to ask questions of, and receive answers from, the officers and directors of the Company, or any person acting on behalf of the Company, concerning the terms and conditions of the Conversion Shares and the business, financial condition and prospects of the Company, and all such questions have been answered to the full satisfaction of the Holder. The Holder has been furnished with, or has had access to, such information as it considers necessary or appropriate for deciding whether to receive the Conversion Shares.
5
3.4 Authorization. The Holder has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by the Holder has been duly authorized by all necessary action on the part of the Holder. This Agreement constitutes the valid and legally binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally.
ARTICLE
4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Holder as follows:
4.1 Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection herewith. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
4.2 No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate of incorporation, bylaws or other organizational or charter documents; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any liens, claims, security interests, other encumbrances or defects upon any of the properties or assets of the Company in connection with, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, credit facility, debt or other material instrument to which the Company is a party or by which any property or asset of the Company is bound or affected; or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject, or by which any property or asset of the Company is bound or affected, except, in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a material adverse effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of the Company, taken as a whole, or in its ability to perform its obligations under this Agreement.
6
4.3 Valid Issuance. The Conversion Shares, when issued and delivered in accordance with the terms and for the consideration set forth in this Agreement and the Note, will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof. Upon issuance pursuant to an effective Registration Statement, the Conversion Shares will be freely tradable by the Holder without restriction under the Securities Act (other than restrictions applicable to an affiliate of the Company under Rule 144).
4.4 Section 16 Matters. The Company acknowledges and represents that it understands that the managing members of the Holder are officers and/or directors of the Company. The Company further represents and warrants that the modification of the Conversion Price of the Note and the conversion of the outstanding principal balance of the Note into Conversion Shares have been (or, prior to any conversion, will be) approved in advance by (a) the full board of directors of the Company and (b) the Compensation Committee of the board of directors of the Company, which consists entirely of Non-Employee Directors (as defined in Rule 16b-3(b)(3) promulgated under the Exchange Act). By virtue of the foregoing approvals, the Company represents and warrants that the transactions described in this Section 4.4 will qualify as exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, pursuant to Rule 16b-3(d) promulgated thereunder.
ARTICLE
5
REGISTRATION COVENANT AND RIGHTS
5.1 Registration Statement Covenant. The Company covenants and agrees that it shall, as promptly as practicable following the Amendment Effective Date (and in any event within ninety (90) days thereof), file the Registration Statement with the SEC and shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as practicable. The Company shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (i) the date on which all Conversion Shares covered thereby have been sold and (ii) the date on which all Conversion Shares covered thereby may be sold without restriction pursuant to Rule 144.
5.2 Registration Rights. The Holders shall be entitled to the registration rights set forth in Section 15 of the Note, including the right to one Demand Registration subject to the same provisions as set forth in Section 2.1 of the Registration Rights Agreement between the Company and the parties thereto, dated as of December 20, 2021 (the “Registration Rights Agreement”), and the right to include the Conversion Shares in Piggyback Registrations, subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event that an underwriter advises the Company that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration, the Holders shall not have any priority for inclusion in such Piggyback Registration.
7
5.3 Rights Under Registration Rights Agreement. Except as set forth in this Article V, the Holders and the Company, as applicable, shall have all of the same rights, duties and obligations set forth in the Registration Rights Agreement.
ARTICLE
6
MISCELLANEOUS
6.1 Governing Law; Jurisdiction. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby.
6.2 Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
If to the Company:
Profusa, Inc.
626 Bancroft Way, Suite A
Berkeley, CA 94710
Attention: Ben Hwang
Email: [***]
If to the Holder:
NorthView Sponsor I LLC
207 West 25th Street, 9th Floor
New York, NY 10001
Attention: Jack Stover
Email: [***]
or to such other address as either Party may designate by written notice to the other Party in accordance with this Section 6.2.
8
6.3 Entire Agreement; Amendment and Restatement. This Agreement, together with the Note and any exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, representations, warranties and understandings, whether written or oral, relating to such subject matter, including the Rescinded Agreement.
6.4 Status of Note. The Parties acknowledge and confirm that, as of the Amendment Effective Date, (a) the entire principal balance of the Note in the amount of $1,869,796 remains outstanding, (b) no portion of the Note has been converted, repaid or otherwise satisfied, and (c) no Event of Default (as defined in the Note) has occurred and is continuing.
6.5 Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Company and the Holder.
6.6 Severability. Any provision contained in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
6.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
6.8 Successors and Assigns. No assignment or transfer of this Agreement or any rights or obligations hereunder may be made by any Party (by operation of law or otherwise) without the prior written consent of the other Party, and any attempted assignment without the required consent shall be void; provided, however, that the foregoing shall not apply to an affiliate of the Holder who agrees to be bound to the terms of this Agreement.
6.9 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.
6.10 Further Assurances. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as may reasonably be necessary in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
6.11 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
[Signature Page Follows]
9
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.
| COMPANY: | |||
| PROFUSA, INC. | |||
| By: | /s/ Ben Hwang | ||
Name: |
Ben Hwang | ||
| Title: | Chief Executive Officer | ||
| HOLDER: | |||
| 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 Note Modification Agreement]
Exhibit 10.2
AMENDMENT NO. 1 TO NOTE MODIFICATION AND CONVERSION AGREEMENT
This Amendment No. 1 to the Note Modification and Conversion Agreement (this “Amendment”) is made and entered into as of April 29, 2026, by and between Profusa, Inc., a Delaware corporation formerly known as NorthView Acquisition Corp. (the “Company”), and NorthView Sponsor I LLC, a Delaware limited liability company (the “Holder”). The Company and the Holder are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Company and the Holder entered into that certain Note Modification and Conversion Agreement dated as of April 24, 2026 (the “Agreement”), pursuant to which, among other things, the Parties agreed to amend the terms of that certain Promissory Note dated as of April 27, 2023, as amended and restated on January 8, 2024 and as further amended on May 31, 2024 and March 20, 2026 (the “Note”), and to provide for the conversion of the Note into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), on the terms and subject to the conditions set forth therein;
WHEREAS, the Common Stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”), and the applicable rules and regulations of Nasdaq (the “Nasdaq Rules”) require, among other things, that the Company obtain stockholder approval prior to the issuance of shares of Common Stock in connection with certain transactions where such issuance equals or exceeds 19.99% of the number of shares of Common Stock outstanding before such issuance;
WHEREAS, the Parties desire to amend the Agreement to add a covenant restricting the issuance of Conversion Shares (as defined in the Agreement) in excess of the Exchange Cap (as defined below) unless and until the Company has obtained the requisite stockholder approval in accordance with the Nasdaq Rules;
WHEREAS, Section 6.5 of the Agreement provides that any amendment to the Agreement may be made with, and only with, the written consent of the Company and the Holder; and
WHEREAS, the Parties desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE
1
DEFINITIONS
1.1 Defined Terms. The following defined terms are hereby added to the Agreement and shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.
(a) “Exchange Cap” means 19.99% of the number of shares of Common Stock issued and outstanding as of the date of the Agreement (the “Measurement Date”), as such number may be adjusted for any stock split, stock dividend, stock combination, recapitalization, or other similar transaction effected after the Measurement Date.
(b) “Exchange Cap Shares” means the maximum number of shares of Common Stock that may be issued as Conversion Shares without exceeding the Exchange Cap, taking into account all shares of Common Stock previously issued as Conversion Shares pursuant to the Agreement on or after the Measurement Date.
(c) “Nasdaq” means the Nasdaq Stock Market LLC or any successor thereto.
(d) “Nasdaq Rules” means the applicable rules and regulations of Nasdaq, including subparts (a), (b), and (d) of Nasdaq Listing Rule 5635.
(e) “Stockholder Approval” means the approval of the holders of a majority of the outstanding shares of the Company's voting Common Stock (or such other percentage as may be required by the Nasdaq Rules and the Company’s organizational documents) to approve the issuance of Conversion Shares in excess of the Exchange Cap in connection with the transactions contemplated by the Agreement, as may be required by the Nasdaq Rules.
ARTICLE
2
EXCHANGE CAP LIMITATION
2.1 Exchange Cap Covenant. The following new Section 2.9 is hereby added to the Agreement immediately following Section 2.8 thereof:
“2.9. Exchange Cap Limitation.
(a) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue, and the Holder shall not have the right to receive upon conversion of the Note, any Conversion Shares to the extent that, after giving effect to such issuance, the aggregate number of shares of Common Stock issued as Conversion Shares pursuant to this Agreement would exceed the Exchange Cap, unless and until (i) the Company shall have obtained Stockholder Approval in accordance with the Nasdaq Rules or (ii) an exception to the stockholder approval requirements of the Nasdaq Rules is available with respect to such issuance, as determined in good faith by the Company’s board of directors based on written advice of outside legal counsel.
(b) In the event that the Holder delivers a Conversion Notice requesting conversion of a principal amount of the Note that would result in the issuance of Conversion Shares in excess of the Exchange Cap (and Stockholder Approval has not been obtained), the number of Conversion Shares issuable upon such conversion shall automatically be reduced to the maximum number of shares that may be issued without exceeding the Exchange Cap, and the corresponding principal amount of the Note to be converted shall be reduced accordingly. Any portion of the principal amount of the Note that is not converted as a result of the foregoing limitation shall remain outstanding and shall continue to be subject to conversion in accordance with this Agreement, subject to the Exchange Cap limitation set forth in this Section 2.9 and the other terms and conditions of this Agreement.
2
(c) For the avoidance of doubt, the limitation set forth in this Section 2.9 shall be applied independently of, and in addition to, the Beneficial Ownership Limitation set forth in Section 2.8 of the Agreement, and both limitations must be satisfied at the time of any conversion. In the event of a conflict between the Exchange Cap limitation and the Beneficial Ownership Limitation, the more restrictive limitation shall control.
(d) The Company shall maintain records of the aggregate number of Conversion Shares issued under this Agreement following the Measurement Date and shall make such records available to the Holder upon reasonable request. The Company shall promptly notify the Holder in writing at any time the aggregate number of Conversion Shares theretofore issued under this Agreement equals or exceeds 90% of the Exchange Cap Shares.
(e) The Exchange Cap limitation set forth in this Section 2.9 shall terminate and be of no further force or effect upon the earliest to occur of: (i) the date on which Stockholder Approval is obtained, (ii) the date on which the Common Stock is no longer listed on Nasdaq or any other national securities exchange requiring stockholder approval for issuances of common stock in excess of 19.99% of the outstanding shares, or (iii) a determination by the Company’s board of directors, based on written advice of outside legal counsel, that Stockholder Approval is not required under the Nasdaq Rules with respect to the issuance of Conversion Shares under this Agreement.”
ARTICLE
3
STOCKHOLDER APPROVAL COVENANT
3.1 Stockholder Approval Obligation. The following new Section 5.4 is hereby added to the Agreement immediately following Section 5.3 thereof:
“5.4. Stockholder Approval.
(a) To the extent required by the Nasdaq Rules, the Company shall hold a meeting of stockholders (which may also be at the annual meeting of stockholders) on or before the ninetieth (90th) calendar day following the date of this Amendment for the purpose of obtaining Stockholder Approval, with the recommendation of the Company's board of directors that such proposal be approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal.
3
(b) If the Company does not obtain Stockholder Approval at the first meeting at which it is presented, the Company shall call a meeting of stockholders every four (4) months thereafter to seek Stockholder Approval until the earlier of (i) the date on which Stockholder Approval is obtained and (ii) the date on which the Note has been repaid or fully converted in accordance with the terms of the Agreement, subject to the limitations set forth herein.
(c) Notwithstanding the foregoing, the Company may at its election obtain Stockholder Approval by means of a written consent signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and if the Company elects to obtain Stockholder Approval by means of such a written consent, it shall file with the SEC and mail an information statement in compliance with all applicable laws and regulations.
(d) Prior to any such stockholder meeting or written consent solicitation, the Company shall timely file a proxy statement or information statement, as applicable, pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, in compliance in all material respects with the provisions of the Company's organizational documents and all applicable law.”
ARTICLE
4
REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder that: (a) the Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Amendment; (b) the execution, delivery and performance of this Amendment by the Company have been duly authorized by all necessary corporate action on the part of the Company; (c) this Amendment constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (d) the execution, delivery and performance of this Amendment do not conflict with or violate any provision of the Company's certificate of incorporation, bylaws or other organizational documents, or any applicable law, rule or regulation.
4.2 Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company that: (a) the Holder has full power and authority to enter into and perform its obligations under this Amendment; (b) the execution, delivery and performance of this Amendment by the Holder have been duly authorized by all necessary action on the part of the Holder; and (c) this Amendment constitutes the valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally.
4
ARTICLE
5
MISCELLANEOUS
5.1 Effect of Amendment. Except as expressly modified by this Amendment, the Agreement shall remain in full force and effect, and the respective rights, duties and obligations of the Parties thereunder shall not be affected or impaired by this Amendment. From and after the date hereof, all references to the “Agreement” in the Agreement or in any other document or instrument delivered in connection therewith shall be deemed to refer to the Agreement as amended by this Amendment.
5.2 Governing Law; Jurisdiction. This Amendment shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith.
5.3 Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
5.4 Entire Agreement. This Amendment, together with the Agreement, the Note and all exhibits and schedules attached thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, representations, warranties and understandings, whether written or oral, relating to the amendment of the Agreement as set forth herein.
5.5 Headings. The headings in this Amendment are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
[Signature Page Follows]
5
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.
| COMPANY: | |||
| PROFUSA, INC. | |||
| By: | |||
| Name: | Ben Hwang | ||
| Title: | Chief Executive Officer | ||
| HOLDER: | |||
| NORTHVIEW SPONSOR I LLC | |||
| By: | |||
| Name: | Fred Knechtel | ||
| Title: | Manager | ||
| By: | |||
| Name: | Jack Stover | ||
| Title: | Manager | ||
[Signature Page to Amendment No. 1 to Note Modification and Conversion Agreement]
6
Exhibit 10.3
19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected]
| To: | Profusa, Inc. |
| 626 Bancroft Way, Suite A | |
| Berkeley, CA |
| Attention: | Fred Knechtel |
| CFO |
April __, 2026
Re: Amendment No. 4
Dear Fred:
Reference is made to the Warrant to Purchase Shares of Common Stock of Profusa, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Company”), issued by the Company on April 20, 2026 for the benefit of Ascent Partners Fund LLC, a Delaware limited liability company (“Ascent”), as Holder (the “Warrant”; capitalized terms used but not defined herein are used as defined in the Warrant, including as defined by reference to the Purchase Agreement).
Subject to the terms and conditions set forth herein, and effective on the date hereof (the “Amendment Effective Date”), the Warrant is hereby amended as follows:
Warrant
| ● | Section 4 is hereby deleted in its entirety and replaced with “Reserved.” |
This amendment is a Transaction Document and is limited as written. As of the date first written above, each reference in the Warrant to “this Warrant,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Transaction Documents to the Warrant (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall refer to the Warrant as modified thereby, and the provisions in this amendment amending the Warrant shall be read together and construed as a single agreement with the Warrant. The execution, delivery and effectiveness of this amendment shall not, except as expressly provided herein, (A) waive or modify any Default or Event of Default (whether or not existing on the date hereof), right, power or remedy under, or any other provision of, any Transaction Document (in each case, other than any failure to comply with any provision of a Transaction Document amended hereby that would not have been a failure if such Transaction Document had been amended as provided herein prior to the date hereof) or (B) commit or otherwise obligate the Holder or the Collateral Agent to enter into or consider entering into any other consent, waiver or modification of any Transaction Document or make any further purchases or other advances pursuant to any Transaction Documents.
Each Company Party hereby agrees that it continues to guaranty, jointly and severally, absolutely, unconditionally and irrevocably, pursuant to the Guaranty, as primary obligor and not merely as surety, the full and punctual payment when due of the Obligations of any other Company Party owing under the Transaction Document as modified hereby (subject to the limitations set forth in the Guaranty) and that the terms hereof shall not affect in any way its obligations and liabilities, as expressly modified hereby, under the Transaction Documents. Each Company Party hereby reaffirms (a) all of its obligations and liabilities under the Transaction Documents as modified hereby, and agrees that such obligations and liabilities shall remain in full force and effect and (b) all Liens granted under the Transaction Documents, and agrees that such Liens shall continue to secure the Obligations.
In further consideration for the execution of this amendment by the Holder and without limiting any rights or remedies the Holder or any of its Related Parties may have, each Company Party hereby releases each of the Holder and each of its Related Parties (each a “Releasee” and, collectively, the “Releasees”) against any and all claims and from any other Losses of any Company Party or any Subsidiary thereof, whether or not relating to any Transaction Document, any obligation or liability owing thereunder, any asset of any Company Party or any of their Subsidiaries or Affiliates, or any legal relationship that exists or may exist between any Releasee and any Company Party or any Subsidiary of any Company Party. Each Company Party, each for itself and for its Subsidiaries, acknowledges and agrees that it or its Subsidiaries may discover information later that could have affected materially their willingness to agree to the release in this paragraph and that neither such possibility, which it took into account when executing this amendment, nor such discovery, as to which it expressly assumes the risk, shall affect the effectiveness of the release in this paragraph, and waives the benefit of any legal requirement that may provide otherwise.
As a Transaction Document, this amendment is subject to various interpretative and miscellaneous sections set forth in the Purchase Agreement and other Transaction Documents that apply expressly to all Transaction Documents, located principally Article VI (Miscellaneous) of the Purchase Agreement (but also, without limitation, in Section 4.15 (Indemnification of Each Purchaser Party) thereof), including Section 6.2 (Fees and Expenses) thereof (which provides, without limitation, reimbursement to the Purchaser Parties for fees, costs and expenses of negotiation, preparation, execution and signing of this amendment or otherwise relating to this amendment or the transactions contemplated herein) and Sections 6.3(a) (Entire Agreement), 6.3(b) (Amendments), 6.3(c) (Beneficiary; Successors and Assigns), 6.3(d) (No Implied Waivers or Notice Rights), 6.3(e) (Counterparts), Section 6.3(f) (Electronic Signatures), 6.4 (Notices), 6.7 (Severability) and 6.15 (Interpretation) (containing various interpretative provisions and additional definitions) thereof. In addition, without limitation, (a) Section 6.6 (Governing Law; Courts) thereof provides that this amendment shall be governed by and construed in accordance with the laws of the State of Delaware and that Proceedings in respect hereto shall be brought exclusively in the Delaware state courts sitting in Wilmington, DE or the federal courts for the District of Delaware sitting in Wilmington, DE (subject to certain exceptions for enforcement Proceedings brought by the Collateral Agent or any Purchaser Party) and (b) in Section 6.16 (Waiver against Trust), the parties thereto (which include the parties hereto) thereby irrevocably and unconditionally waived, to the fullest extent permitted by applicable Regulations, any right that they may have to trial by jury of any claim or cause of action or in any Proceeding, directly or indirectly based upon or arising out of, under or in connection with, this amendment or the transactions contemplated therein or related thereto (whether founded in contract, tort or any other theory). The parties hereto hereby reaffirm all of these and all other provisions of the Transaction Documents applying to the Transaction Documents as applying to this amendment, all of which are hereby incorporated herein by reference. If the Amendment Effective Date has not occurred within two Business Days after the date hereof, the Collateral Agent may, in its sole discretion upon notice to the Company, elect to terminate this amendment, at which point this amendment (including the provisions requiring payment of the Amendment Fee) will be of no further force and effect.
[Signature Pages Follow]
- 2 -
This amendment may be executed in counterparts, which may be effectively transmitted by fax or e-mail (in each case return receipt requested and obtained) and which, together, shall constitute one and the same instrument.
| Very truly yours, | |||
| ASCENT PARTNERS FUND LLC, | |||
| as Holder | |||
| By: | |||
| Name: | Mikhail Gurevich | ||
| Title: | Authorized Signatory | ||
| Accepted and Agreed | ||
| As of the Date First Written Above: | ||
| Profusa, Inc., a Delaware corporation | ||
| By: | ||
| Name: | Fred Knechtel | |
| Title: | CFO | |
| Profusa, Inc., a California corporation (as Company Party) | ||
| By: | ||
| Name: | Ben Hwang | |
| Title: | CEO | |
| Ben Hwang (as Company Party) | ||
| By: | ||
| Bill McMillan (as Company Party) | ||
| By: | ||
| Northview Sponsor I LLC (as Company Party) | ||
| By: | ||
- 3 -