{"url_path":"/sec/nvacw/8-k/2026-04-27/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Information.**","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":1209,"has_tables":true,"body_markdown":"** **\n\n**Item 8.01 Other Information.**\n\n \n\nThe Company will prepare and\nfile a proxy statement (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”)\nin connection with its annual meeting (the “Annual Meeting”) for the purpose of obtaining the approval of the Company’s\nstockholders of the issuance of the Securities (the “Stockholder Approval”), as required by the applicable rules and\nregulations of Nasdaq. The Company shall use its reasonable best efforts to solicit from stockholders proxies in favor of the approval\nof the issuance of the Securities at the Annual Meeting. The Proxy Statement shall include the recommendation of the Company’s board\nof directors that the Company’s stockholders approve the issuance of the Securities (the “Board Recommendation”),\nunless the Company’s board of directors determines in good faith, after consultation with outside legal counsel, that making or\nmaintaining the Board Recommendation would be inconsistent with its fiduciary duties under applicable law. The Annual Meeting is required\nto be held on or before June 30, 2026.\n\n \n\nIn addition, the Company will\nmake best efforts to conclude a financing contemporaneous with the Closing or within thirty days following the Closing pursuant to which\nthe Company will raise $10,000,000 in additional equity financing.\n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form\n8-K contains “forward-looking” statements, as the term is defined under federal securities laws, that are based on management’s\nbeliefs and assumptions and on information currently available to management. All statements other than statements of historical facts,\nincluding statements regarding or implying the Company’s expectations and intentions regarding the completion or effects of the\ntransactions contemplated by the Asset Purchase Agreement, its intention to file the Proxy Statement for the Annual Meeting to approve\nthe issuance of the Securities, including the recommendation of the Board that the issuance of the Securities be approved by the Company’s\nstockholders, its expectation of completing a financing, and other statements that do not relate solely to historical or current facts\nare forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “designed,”\n“objective,” “anticipate,” “believe,” “contemplate,” “continue,” “could,”\n“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”\n“project,” “should,” “target,” “will,” or “would” or the negative of these\nwords or other similar terms or expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties which\ncould cause actual results or facts to differ materially from those statements expressed or implied in the forward-looking statements,\nincluding, but not limited to: (i) the ability of the parties to consummate the transactions contemplated by the Asset Purchase Agreement;\n(ii) satisfaction of closing conditions precedent to the consummation of the transactions; (iii) potential delays in consummating the\ntransactions; (iv) the ability of the Company to timely prepare and file the Proxy Statement for the Annual Meeting; (v) the potential\nthat the Company’s stockholders do not approve the issuance of the Securities; (vi) the ability of the Company to successfully integrate\nand commercialize the Purchased Assets; (vii) the execution costs to the Company of the transactions contemplated by the Asset Purchase\nAgreement; (viii) and general economic, market, and business conditions. Moreover, we operate in a very competitive and rapidly changing\nenvironment in which new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess\nthe impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results or\nperformance to differ materially from those contained in any forward-looking statements we may make.\n\n \n\nA further discussion of these\nand other factors that could cause our actual outcomes and results to differ materially from any results, performance, or achievements\nanticipated, expressed, or implied by these forward-looking statements is included in the filings we make with the SEC, including our\nAnnual Report on Form 10-K for the year ended December 31, 2025, and other reports we may file with the SEC from time to time. The forward-looking\nstatements contained in this Current Report on Form 8-K relate only to events as of the date stated or, if no date is stated, as of the\ndate of this Current Report on Form 8-K. We undertake no obligation to update any forward-looking statements made in this Current Report\non Form 8-K to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect new information or the\noccurrence of unanticipated events, except as required by law.\n\n \n\n2\n\n \n\n**Additional Information and Where to Find\nIt**\n\n \n\nThe Company intends to file\nthe Proxy Statement, including any amendments or supplements thereto, with the SEC with respect to the Annual Meeting to be held in connection\nwith the transactions contemplated by the Asset Purchase Agreement. Promptly after filing the definitive Proxy Statement with the SEC,\nthe Company will mail the definitive Proxy Statement and a proxy card to each stockholder entitled to vote at the Annual Meeting to consider\nthe issuance of the Securities. **STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)\nAND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE ASSET\nPURCHASE AGREEMENT, INCLUDING ANY DOCUMENT INCORPORATED BY REFERENCE THEREIN, CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY\nWILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES TO THE ASSET PURCHASE AGREEMENT, THE TRANSACTIONS AND RELATED MATTERS.** Stockholders\nmay obtain, free of charge, the preliminary and definitive versions of the Proxy Statement, if and when filed, any amendments or supplements\nthereto, and any other relevant documents filed by the Company with the SEC in connection with the transactions contemplated by the Asset\nPurchase Agreement at the SEC’s website at www.sec.gov and on the SEC filings section of our website at investors.profusa.com. The\nCompany’s website address is provided as an inactive textual reference only. The information provided on, or accessible through,\nthe Company’s website is not part of this Current Report on Form 8-K and therefore is not incorporated herein by reference.\n\n \n\n**Participants in the Solicitation**\n\n \n\nThe Company and its directors\nand executive officers may be deemed “participants” in any solicitation of proxies from the Company’s stockholders with\nrespect to the transactions contemplated by the Asset Purchase Agreement. Information regarding the identity of the Company’s directors\nand executive officers, and their direct and indirect interests, by security holdings or otherwise, in the Company’s securities\nis contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC. Information\nregarding subsequent changes to the holdings of the Company’s securities by the Company’s directors and executive officers\ncan be found in filings on Forms 3, 4, and 5, which are available through the SEC’s website at www.sec.gov. Additional information\nregarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set\nforth in the Proxy Statement relating to the transactions contemplated by the Asset Purchase Agreement if, and when, it is filed with\nthe SEC. The Proxy Statement, if and when filed, as well as the Company’s other public filings with the SEC, may be obtained without\ncharge at the SEC’s website at www.sec.gov and on the investor relations section of our website at ir.profusa.com."}