Profusa, Inc. — fact timeline

Profusa, Inc. entered into First Amendment to Asset Purchase Agreement with Bio Insights LLC valued at $30,000,000 (effective 2026-05-22).

“On May 22, 2026, Profusa Inc., a Delaware corporation (the “Company”), and Bio Insights LLC, a limited liability company (“Seller”), entered into a First Amendment to the Asset Purchase Agreement (the “Amendment”), amending that certain Asset Purchase Agreement, dated as of April 21, 2026 (the “Asset Purchase Agreement”), by and between the Company and Seller.”

Profusa, Inc. issued up to 3,333,333 shares of Common Stock of warrant to Ascent Partners Fund LLC.

“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”

Profusa, Inc. amended debt of $1,869,796 with NorthView Sponsor I LLC at non-interest bearing maturing December 31, 2026.

“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”

Profusa, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(1)(C)).

“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 Na”

Profusa, Inc. issued preferred stock to Bio Insights LLC for issuance of a newly created series of non-voting preferred stock designated as Series A Convertible Preferred Stock.

“The offer and sale to Seller of the Securities will be made in reliance upon Section 4(a)(2) of the Securities Act of 1933”

Profusa, Inc. entered into Asset Purchase Agreement with Bio Insights LLC valued at $30,000,000 (effective 2026-04-21).

“On April 21, 2026, Profusa Inc., a Delaware corporation (the “ Company ”), and Bio Insights LLC, a limited liability company (“ Seller ”), entered into an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) pursuant to which Seller agreed to sell, convey, assign, transfer, and deliver to the Company substantially all of the know-how assets relating to Seller’s PanOmics Assay”

Profusa, Inc. incurred convertible notes of $1,111,111.11 with Ascent Partners Fund LLC at 12% per annum maturing April 20, 2027.

“the Company issued to Ascent (i) a Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,111,111.11 (the “ Note ”) and (ii) a Warrant to Purchase Shares of common stock of Profusa, Inc. entitling Ascent to purchase up to 3,333,333 shares of the Company’s common stock, par value $0.0001 per share (the “ Warrant ”), for an aggregate purchase price of $1,000,000.”

Profusa, Inc. entered into Lock-Up Agreement with Ascent Partners Fund LLC (effective 2026-04-20).

“Ascent Partners Fund LLC also entered into a Lock-Up Agreement (the “ Lock-Up Agreement ”) with the Company, dated as of April 20, 2026.”

Profusa, Inc. entered into Side Letter with Ascent Partners Fund LLC (effective 2026-04-20).

“f the Warrant, the Company also entered into a side letter agreement (the “ Side Letter ”) with Ascent. Pursuant to the Side Letter, (i) Ascent waived certain defaults under the Purchase Agreement related to the timing of the delivery of the warrant”

Profusa, Inc. entered into Warrant to Purchase Shares with Ascent Partners Fund LLC (effective 2026-04-20).

“(ii) a Warrant to Purchase Shares of common stock of Profusa, Inc. entitling Ascent to purchase up to 3,333,333 shares of the Company’s common stock, par value $0.0001 per share (the “ Warrant ”), for an aggregate purchase price of $1,000,000.”

Profusa, Inc. entered into Senior Secured Convertible Promissory Note with Ascent Partners Fund LLC valued at $1,111,111.11 (effective 2026-04-20).

“On April 20, 2026, Profusa, Inc., a Delaware corporation (the “ Company ”), completed an additional closing under that certain Securities Purchase Agreement, dated as of February 11, 2025 (as amended, the “ Purchase Agreement ”), by and among the Company, Ascent Partners Fund LLC, a Delaware limited liability company (“ Ascent ”), as initial purchaser, and Ascent, as collateral agent for the purchasers party thereto. In connection with the additional closing, the Company issued to Ascent (i) a Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,111,111.11 (the “ Note ”)”

Profusa, Inc. issued convertible into shares of common stock at $0.50 per share of convertible note to Ascent Partners Fund LLC for $555,555.55 aggregate principal amount.

“the Company issued to Ascent a senior secured convertible promissory note in the aggregate principal amount of $555,555.55 (the “Third Tranche Note”). The Third Tranche Note matures on April 2, 2027, and accrues interest at a rate of 12% per annum. The Third Tranche Note is convertible at the option of the holder into shares of the Company’s Common Stock at a conversion price of $0.50 per share”

Profusa, Inc. issued 1,111,111 shares of common stock of warrant to Ascent Partners Fund LLC for as consideration for Ascent and the Collateral Agent agreeing to execute Amendment No. 4 and to participate in the Additional Closing expected to occur on April.

“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. Amendment No. 4 to Securities Purchase Agreement and Pledge Agreement As previously disclosed, Profusa, Inc., a Delaware corporation (the “Company”)entered into the (A) the Securities Purchase”

Profusa, Inc. incurred convertible notes of $555,555.55 with Ascent Partners Fund LLC at 12% per annum maturing April 2, 2027.

“In connection with the Additional Closing occurring on April 2, 2026, the Company issued to Ascent a senior secured convertible promissory note in the aggregate principal amount of $555,555.55 (the “Third Tranche Note”). The Third Tranche Note matures on April 2, 2027, and accrues interest at a rate of 12% per annum.”

Profusa, Inc. amended Amendment No. 4 with Ascent Partners Fund LLC and the other purchasers party thereto (effective 2026-04-02).

“On April 2, 2026, Profusa, Inc., a Delaware corporation (the “Company”), entered into Amendment No. 4 (“Amendment No. 4”) to the Purchase Agreement and Pledge Agreement.”

Profusa, Inc. amended Amendment with NorthView Sponsor I LLC (effective 2026-03-20).

“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.”

Profusa, Inc. terminated Account Control Agreement with Ascent Partners Fund LLC (effective 2026-03-12).

“On March 12, 2026, Ascent Partners Fund LLC (the “Secured Party”) notified the Company of the termination of the Account Control Agreement (the “Control Agreement”), dated as of September 29, 2025, among the Company, as pledgor, the Secured Party, BitGo Prime LLC (the “Delegate”), and BitGo Trust Company, Inc. (the “Custodian”).”

Profusa, Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5450(a)(1)).

“March 11, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that it has not regained compliance with the MVLS Rule and is now subject to delisting from the Nasdaq Global Market. In the same letter, Nasdaq also notified the Company that it has not regained compliance with the Minimum Bid Price Rule and is now subject to delisting from the Nasdaq Global Market on this additional basis. The Company may appeal Nasdaq’s determination to a Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rules 5800 Series. A heari”

Profusa, Inc. received a nasdaq delisting notice notice regarding market value (rules 5450(b)(2)(A)).

“March 11, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that it has not regained compliance with the MVLS Rule and is now subject to delisting from the Nasdaq Global Market. In the same letter, Nasdaq also notified the Company that it has not regained compliance with the Minimum Bid Price Rule and is now subject to delisting from the Nasdaq Global Market on this additional basis. The Company may appeal Nasdaq’s determination to a Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rules 5800 Series. A heari”

Profusa, Inc. entered into License Agreement with Mayo Foundation for Medical Education and Research (effective 2026-02-11).

“On February 11, 2026, Profusa, Inc. (the “Company”) entered into a know-how license agreement (the “License Agreement”) with Mayo Foundation for Medical Education and Research (“Mayo”).”

Profusa, Inc. issued common stock.

“today announced that it filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a one-for-seventy-five (1:75) reverse stock split of its common stock.”

Profusa, Inc.: Amended certificate of incorporation to effect a 1-for-75 reverse stock split, effective February 9, 2026 (effective 2026-02-09).

“the stockholders of the Company approved an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-30 to 1-for-200, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors, or any of its delegated authorized persons, prior to the two-year anniversary of the special meeting. Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors authorized the Company’s Chief Executive Officer to determine the final text of the Amendment, including the reverse stock split ratio, and such other changes as may be required to effectuate the reverse stock split. Accordingly, the Company’s Chief Executive Officer approved a one-for-seventy-five (1:75) reverse stock split (the “Reverse Stock Split”)”

Profusa, Inc. amended Amendment No. 1 to Securities Purchase Agreement with Ascent Partners Fund LLC valued at aggregate purchase price up to $100,000,000; modified Floor Price $0.111 per share (effective 2025-12-22).

“Amendment No. 1 to Securities Purchase Agreement dated July 28, 2025 As previously disclosed in the prospectus on Form 424B3 filed on October 29, 2025 by Profusa, Inc.”

Profusa, Inc. received a nasdaq noncompliance notice notice regarding market value (rules 5450(b)(2)(C), 5810(c)(3)(D)).

“October 27, 2025, Profusa, Inc. (the “Company”) received a notification letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the continued listing requirement to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 for the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(C). Nasdaq’s determination was based on the Company’s MVPHS having been below $15,000,000 for the prior 30 consecutive business days from September 12, 2025 throug”

Profusa, Inc.: Increased authorized common stock from 300,000,000 to 600,000,000 shares (effective 2025-10-20).

“the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, to increase the Company’s authorized number of shares of common stock, par value $0.0001 per share, from 300,000,000 shares to 600,000,000 shares.”

Profusa, Inc.: Amended Bylaws to reduce the quorum requirement for stockholder meetings from a majority to 33 1/3% of voting power (effective 2025-10-07).

“the Board of Directors of Profusa, Inc. (the “Company”) adopted resolutions to amend the Company’s Bylaws to provide that the holders of 33 and 1/3% of the voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business; and where a separate vote by a class or series or classes or series is required, the holders of 33 1/3% of the voting power of the issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.”

Profusa, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A), 5810(c)(3)(C)).

“September 11, 2025, Profusa, Inc. (the “ Company ”) received a notice (the “ MVLS Notice ”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that, based upon its review of the market value of listed securities (“ MVLS ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), from July 29, 2025 to September 10, 2025, the Company no longer meets Nasdaq Listing Rule 5450(b)(2)(A), which requires companies listed on the Nasdaq Global Market to maintain a minimum MVLS of $50,000,000. Pursuant to Nasdaq Listing R”

Profusa, Inc.: NorthView ceased to be a shell company upon closing of the business combination.

“NorthView ceased to be a shell company upon the Closing.”

Profusa, Inc.: Extended the business combination deadline from June 22, 2025 to August 22, 2025 (effective 2025-07-01).

“On July 1, 2025, NorthView Acquisition Corporation (the “Company”) filed an amendment to its Certificate of Incorporation (the “Amendment”) to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from June 22, 2025 to August 22, 2025.”

Profusa, Inc. engaged CBIZ CPAs P.C. as its auditor.

“Also on April 30, 2025, the Registrant, with the approval of the Audit Committee of the Registrant’s Board of Directors, engaged CBIZ CPAs P.C. as the Registrant’s independent registered public accounting firm.”

Marcum LLP resigned as auditor of Profusa, Inc..

“On April 30, 2025, Marcum informed NorthView Acquisition Corp. (the “Registrant”) that Marcum resigned as the Registrant’s independent registered public accounting firm.”

Profusa, Inc. incurred convertible notes of up to $22,222,222 with an institutional investor at 10% per annum maturing 18-months from its respective closing date.

“the conditions relating to such purchase set forth in the SPA, to purchase from NorthView senior secured convertible promissory notes in an aggregate principal amount of up to $22,222,222 (the “Convertible Notes”) for a purchase price of up to $20,000,000, after a 10% original issue discount (“OID”). The SPA contemplates that the Convertible Notes will be purchased”

Profusa, Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“any is working diligently to complete its Form 10-Q for the period ended September 30, 2024. and expects to file its Form 10-Q within the 60-day period described above, which would eliminate the need for the Company to submit a formal plan to regain compliance. As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on December 11, 2024, announcing that it had received the Notice. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K. 1”

Profusa, Inc. shareholders approved Election of five director nominees to serve for a one-year term ending at the 2025 Annual Meeting of Stockholders at the 2024-03-21 meeting.

“On March 21, 2024, NorthView Acquisition Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Meeting”), at which the Company’s stockholder of record voted on the proposals set forth below”

Profusa, Inc. received a nasdaq deficiency notice notice regarding other (rules 5620(a)).

“January 11, 2024, indicating that the Company had not complied with all of the requirements of the Nasdaq Listing Rule 5620(a) since it has not held an annual meeting of stockholders within 12 months after its fiscal year. Pursuant to the January 11, 2024 letter, the Company submitted its plan of compliance to Nasdaq on February 23, 2024, and subsequently filed a preliminary proxy statement on February 28, 2024, with regard to its annual meeting set to be held on March 21, 2024. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K (the “Current Report”) contains”

Profusa, Inc. amended Amendment No. 2 to the Merger Agreement with Infrared Cameras Holdings, Inc. (effective 2024-01-12).

“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.”

Profusa, Inc. entered into Merger Agreement and Plan of Reorganization with Infrared Cameras Holdings, Inc. (effective 2022-11-07).

“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.”

Profusa, Inc. received a nasdaq deficiency notice notice regarding other (rules 5620(a)).

“January 11, 2024, NorthView Acquisition Corp. (the “Company”) received notice from Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days (or until February 26, 2024) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company up to 180 calendar days from its fiscal year end, or until June 28”

Profusa, Inc. amended Amendment No. 1 to Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2024-01-02).

“On January 2, 2024, NorthView Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“CST”) entered into Amendment No. 1 to Investment Management Trust Agreement, dated December 20, 2021, by and between the Company and CST (the “Trust Amendment”), to allow CST, upon written instruction of the Company, to (i) hold the funds in the Company’s trust account uninvested or (ii) hold the funds in an interest-bearing bank demand deposit account.”

Profusa, Inc. shareholders approved Approve adjournment of the Special Meeting if needed to solicit additional proxies at the 2023-12-21 meeting.

“Proposal 3: For the approval the adjournment of the Special Meeting to a later date or dates, if necessary”

Profusa, Inc. shareholders approved Approve amendment to the Investment Management Trust Agreement to authorize the extension at the 2023-12-21 meeting.

“Proposal 2: A proposal to approve the amendment to the Investment Management Trust Agreement”

Profusa, Inc. shareholders approved Amend the certificate of incorporation to extend the business combination deadline from December 22, 2023 to as late as March 22, 2024 at the 2023-12-21 meeting.

“Proposal 1: A proposal to approve the amendment of the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination”

Profusa, Inc. amended Merger Agreement with Infrared Cameras Holdings, Inc. (effective 2023-09-12).

“On September 12, 2023, the parties to the Merger Agreement entered into Amendment No. 1 to the Merger Agreement (the “Amendment”) pursuant to which the parties agreed to revise the revenue earnout milestones to reflect updated projections provided by Profusa.”

Profusa, Inc. received a nasdaq compliance regained notice.

“April 28, 2023, the Company received notice from Nasdaq indicating that the Company had paid the applicable fees and that the matter of non-compliance had been resolved. The Company expects that it will continue to comply with Nasdaq’s continued listing standards. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTHVIEW ACQUISITION CORP. Date: May 1, 2023 By: /s/ Jack Stover Name: Jack Stover Title: Chief Executive Officer 3”

Profusa, Inc. received a nasdaq deficiency notice notice regarding other (rules 5250(f)).

“April 20, 2023, NorthView Acquisition Corp. (the “Company”) received notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because of the Company’s failure to pay certain annual fees to Nasdaq totaling $140,000, the Company no longer complies with Nasdaq Listing Rule 5250(f), a requirement for continued listing on the Nasdaq Global Market. The Company plans to pay the outstanding fees in order to regain compliance with the continued listing requirements, and if the continued listing requirements are not determined to be met prior to 4:00 p.m. Eastern Time on April 27, 2023, the”

Profusa, Inc.: Amended certificate of incorporation to extend business combination deadline from March 22, 2023 to up to December 22, 2023 (effective 2023-03-10).

“the Company filed an amendment to its amended and restated certificate of incorporation with the State of Delaware, a copy of which is attached as Exhibit 3.1 to this Current Report.”

Profusa, Inc. shareholders approved Approve the adjournment of the Special Meeting to a later date if necessary to permit further solicitation and vote of proxies at the 2023-03-10 meeting.

“Proposal 3: For the approval the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals 1 and 2. For Against Abstentions 17,297,640 2,411,185 739,419”

Profusa, Inc. shareholders approved Approve the amendment to the Investment Management Trust Agreement to authorize the extension at the 2023-03-10 meeting.

“Proposal 2: A proposal to approve the amendment to the Investment Management Trust Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Company, to authorize the extension subject to Proposal 1 above and its implementation by the Company. For Against Abstentions 16,855,656 3,592,588 0”

Profusa, Inc. shareholders approved Amend the amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination at the 2023-03-10 meeting.

“Proposal 1: A proposal to approve the amendment of the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from March 22, 2023, monthly for up to nine additional months at the election of the Company, ultimately until as late as December 22, 2023. For Against Abstentions 16,855,656 3,592,588 0”

Ed Johnson was appointed as Director at Profusa, Inc..

“On the effective date of the Registration Statement, Lauren Chung, Peter O’Rourke, and Ed Johnson were appointed to the board of directors of the Company.”