Profusa, Inc. 8-K

What Happened Profusa, Inc. announced on February 11, 2026 that it entered into a know‑how license agreement with Mayo Foundation for Medical Education and Research granting Profusa an exclusive, worldwide patent license (with the right to sublicense) and a non‑exclusive license to related know‑how for continuous oxygen measurement tools and Critical Limb‑Threatening Ischemia (CLTI), including use with its Lumee product and future versions. The agreement term runs until the later of the expiration of the last relevant patent or the 15th anniversary of the first commercial sale of the last launched licensed product, after which the license becomes fully paid‑up if Profusa has met its obligations. Mayo will facilitate know‑how transfer and sublicensing requires Mayo’s prior written approval.

Key Details

• Agreement date: February 11, 2026; press release issued February 12, 2026 (filed as Exhibit 99.1).
• Scope: Exclusive worldwide patent rights (with sublicensing) and non‑exclusive know‑how license for continuous oxygen measurement and CLTI; covers Lumee and future versions.
• Term/exit: Ends on later of last patent expiration or 15 years after first commercial sale of last launched licensed product; becomes fully paid‑up if Profusa fulfills obligations.
• Payments: Profusa will pay royalties on net sales, milestone payments tied to development/commercial events, and share in sublicense income; regular royalty reporting and audit rights apply.

Why It Matters This agreement gives Profusa formal IP and know‑how rights from Mayo to support commercialization and development of its Lumee platform and CLTI‑related products, potentially enabling product launches, sublicensing, and future revenue streams tied to sales and milestones. However, the deal also creates ongoing obligations—royalties, milestones and Mayo approval for sublicenses—that could affect margins and commercialization timing. Investors should monitor progress on milestones, first commercial sales, and any sublicensing or sales that would trigger royalties or milestone payments.