{"url_path":"/sec/nvacw/8-k/2026-04-27/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1859807/0001213900-26-048039-index.html","accession_number":"0001213900-26-048039","cik":"0001859807","ticker":"PFSA","issuer_name":"Profusa, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1859807/0001213900-26-048039-index.html","primary_entity_key":"0001859807","primary_entity_name":"Profusa, Inc."},"word_count":722,"has_tables":true,"body_markdown":"** **\n\n****\n\n \n\n** **\n\n \n\n** **\n\n**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\n*Asset Purchase Agreement*\n\n \n\nOn April 21, 2026, Profusa\nInc., a Delaware corporation (the “Company”), and Bio Insights LLC, a limited liability company (“Seller”),\nentered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) pursuant to which Seller agreed to sell,\nconvey, assign, transfer, and deliver to the Company substantially all of the know-how assets relating to Seller’s PanOmics Assay,\nan integrated, NGS multi-omics analysis platform combining genomics, transcriptomics, metabolomics, and related fields, used in drug discovery\nand precision medicine (the “Purchased Assets”). The Purchased Assets include all proprietary methodologies, data,\nprocesses, algorithms, software, databases, laboratory notebooks, goodwill, and other assets relating to the PanOmics Assay, but expressly\nexclude all Patent Rights and biological samples (which remain with Seller, subject to a Sample Access License granting the Company the\nexclusive right to test samples for clinical validation purposes). The Company will not assume any liabilities of Seller.\n\n \n\nThe aggregate purchase\nprice is $30,000,000 (the “Purchase Price”), to be satisfied through the\nissuance by the Company to Seller of a newly created series of non-voting preferred stock designated as “Series A Convertible\nPreferred Stock” (the “Preferred Stock”), convertible into shares\nof the Company’s common stock one (1) year following the date of issuance. The number of conversion shares will be determined\nbased on the closing trading price of the Company’s common stock on the date preceding the Closing Date. The issuance of the\nPreferred Stock and the conversion shares (collectively, the “Securities”)\nis subject to stockholder approval as required by Nasdaq Listing Rules 5635(a) and 5635(d). The Securities are subject to a five (5)\nyear lock-up period, with one-fourth (1/4) released on each anniversary commencing on the first anniversary of issuance. Company has\nagreed to provide Seller with customary registration rights with respect to the resale registration of the common stock issuable\nupon conversion of the Preferred Stock, including demand registration rights, piggyback registration rights, expense reimbursement,\nand indemnification provisions, all as set forth in a registration rights agreement to be entered into at or prior to the Closing.\nFollowing the Closing, Seller shall be entitled to receive a royalty equal to three percent (3%) of net revenue derived from\ncommercialization of the PanOmics Assay, payable quarterly in arrears.\n\n \n\nThe Asset Purchase Agreement\ncontains customary representations, warranties, covenants, and indemnification provisions for a transaction of this type, including: (i)\nnon-competition and non-solicitation covenants binding on Seller for five (5) years; (ii) Seller’s obligation to provide transition\nassistance for 24 months following the Closing; (iii) the Company’s covenant to hold a stockholder meeting on or before June 30,\n2026; and (iv) a Voting Agreement pursuant to which Seller shall vote its shares in accordance with the recommendation of the Company’s\nboard of directors. The Closing is subject to customary closing conditions, and either party may terminate the Asset Purchase Agreement\nif the Closing has not occurred on or before September 30, 2026.\n\n \n\nThe Asset Purchase Agreement\nhas been included as an exhibit hereto solely to provide investors with information regarding its terms. It is not intended to be a source\nof financial, business, or operational information about the Company. The representations, warranties, and covenants contained in the\nAsset Purchase Agreement were made only for the purposes of the Asset Purchase Agreement as of the dates specified therein and solely\nfor the benefit of the parties to the Asset Purchase Agreement. In addition, the representations, warranties, and covenants contained\nin the Asset Purchase Agreement may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating\nthe terms of the Asset Purchase Agreement. As a result, investors should not rely on the representations, warranties, and covenants included\nin the Asset Purchase Agreement, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company\nor its business. Moreover, information concerning the subject matter of the representations and warranties may change after the date of\nthe Asset Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.\n\n \n\nThe foregoing description\nof the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy\nof which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n1"}