Profusa, Inc.: changes in certifying accountant

What happened

• On Oct 5, 2026 Profusa, Inc. dismissed CBIZ CPAs P.C. as its independent registered public accounting firm. The decision was approved by the Audit Committee and Board of Directors.
• On Sep 30, 2026 the Audit Committee approved, and the Board accepted, the engagement of WithumSmith+Brown, PC, and on Oct 6, 2026 the Company engaged Withum as its independent registered public accounting firm for the fiscal year ending Dec 31, 2026.
• CBIZ’s report on the Company’s financial statements for the fiscal year ended Dec 31, 2025 included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.

Key details

• During the two most recent fiscal years ended Dec 31, 2025 and Dec 31, 2024 and the subsequent interim period through Oct 5, 2026 (for dismissal) and Oct 6, 2026 (for engagement), there were no “disagreements” or reportable events with CBIZ, except for disclosed material weaknesses in internal control over financial reporting.
• The material weaknesses disclosed include: lack of segregation of duties in the financial statement close process; lack of review controls and expertise to ensure accurate valuations and accounting of financial instruments; and lack of technical accounting expertise and internal controls to ensure accurate preparation of financial statements in accordance with U.S. GAAP, including complex debt and equity instruments.
• The material weaknesses had not been remediated as of Jun 30, 2026. The Company authorized CBIZ to respond to inquiries from the successor firm, and CBIZ’s letter dated Oct 9, 2026 is referenced in the filing.

Why it may matter

• Item 4.01 was reported: changes in registrant’s certifying accountant, which covers the dismissal of the prior independent registered public accounting firm and the engagement of a new independent registered public accounting firm.
• This filing does not show why the insider traded or why the company acted.