---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-004961"
form_type: "8-K"
ticker: "PFSA"
cik: "0001859807"
company_name: "Profusa, Inc."
filed_at: "2024-01-22T23:59:59+00:00"
generated_at: "2026-06-06T20:47:44.924237+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# NorthView amends merger agreement with Profusa; extends outside date to June 22, 2024

## Summary
- Milestone Event III redefined: replaced $11.864M revenue target with Tasly JV closing and receipt of $6M funding in FY2024.
- Outside date for business combination extended from September 21, 2023 to June 22, 2024.
- Amendment No. 2 signed January 12, 2024, effective same date; original merger agreement dated November 7, 2022.
- Parties also added definition for Tasly JV as a joint venture with Tasly (International) Healthcare Capital Company Limited.

## SEC filing metadata
- accession: 0001213900-24-004961
- form_type: 8-K
- ticker: PFSA
- cik: 0001859807
- company_name: Profusa, Inc.
- filed_at: 2024-01-22T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1859807/000121390024004961/0001213900-24-004961-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1859807/000121390024004961/ea191834-8k425_northview.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-004961
- JSON: https://secwatch.observer/filing/0001213900-24-004961.json
- Plain text: https://secwatch.observer/filing/0001213900-24-004961.txt

## Key facts
- Material Agreements
  Profusa, Inc. entered into Merger Agreement and Plan of Reorganization with Infrared Cameras Holdings, Inc. (effective 2022-11-07).
  - Action: entry
  - Agreement: merger
  - Counterparty: Infrared Cameras Holdings, Inc.
  - Effective: 2022-11-07
  source text: On November 7, 2022, NorthView Acquisition Corp., a Delaware corporation (“NorthView”), entered into an Merger Agreement and Plan of Reorganization (as amended by Amendment No. 1 to the Merger Agreement, dated September 12, 2023, and as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among NorthView and Infrared Cameras Holdings, Inc., a Delaware corporation (“Profusa”), and NV Profusa Merger Sub Inc.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1859807/000121390024004961/0001213900-24-004961-index.htm
- Material Agreements
  Profusa, Inc. amended Amendment No. 2 to the Merger Agreement with Infrared Cameras Holdings, Inc. (effective 2024-01-12).
  - Action: amendment
  - Agreement: merger
  - Counterparty: Infrared Cameras Holdings, Inc.
  - Effective: 2024-01-12
  source text: On January 12, 2024, the parties to the Merger Agreement entered into Amendment No. 2 to the Merger Agreement (the “Amendment”) pursuant to which the parties agreed to revise the definition of “Milestone Event III” and such that the Earnout Revenue milestone of $11,864,000 for the fiscal year ended December 31, 2024, was replaced with a milestone requiring consummation of the Tasly JV (a joint venture contemplated among Profusa and Tasly (International) Healthcare Capital Company Limited, as described in the Amendment) and receipt of the related funding during the fiscal year ended December 31, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1859807/000121390024004961/0001213900-24-004961-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.