Profusa, Inc. 8-K

What Happened Profusa, Inc. (PFSA) announced in an 8-K that on May 22, 2026 it entered a First Amendment to its April 21, 2026 Asset Purchase Agreement with Bio Insights LLC. The original deal involved the purchase of substantially all know‑how assets for Bio Insights’ PanOmics Assay for an aggregate $30,000,000 to be satisfied by newly created Series A Convertible Preferred Stock. The amendment deletes the provision that would have issued management an aggregate number of common shares equal to 12% of the company’s fully diluted common stock following closing.

Key Details

• Parties and dates: Amendment executed May 22, 2026; original Asset Purchase Agreement dated April 21, 2026 between Profusa and Bio Insights LLC.
• Purchase price: $30,000,000 to be paid via newly created Series A Convertible Preferred Stock convertible into common stock.
• Deleted provision: Removal of Section 4.6 (Management Shares), which had called for issuance to management equal to 12% of fully diluted common shares post‑closing (intended retention for CEO and CFO).
• Conforming change: Amendment also removes references to Section 4.6 in Section 3.3(c); otherwise the Asset Purchase Agreement remains in effect. The amendment is filed as Exhibit 10.1.

Why It Matters For investors, the key effect is a removed commitment to issue management shares equal to 12% of the company on a fully diluted basis, which reduces a previously disclosed source of potential post‑closing dilution. The transaction’s $30 million consideration remains payable in convertible preferred stock, so investors should monitor the preferred‑to‑common conversion terms (not detailed in this filing) to understand ultimate dilution and capitalization impacts. The amendment does not otherwise modify the asset purchase terms disclosed in April.