PFSA Profusa, Inc. - 8-K

Item 1.01 Entry into a Material Definitive
Agreement.

First Amendment to Asset Purchase Agreement

On May 22, 2026, Profusa Inc., a Delaware corporation
(the “Company”), and Bio Insights LLC, a limited liability company (“Seller”), entered into a First Amendment
to the Asset Purchase Agreement (the “Amendment”), amending that certain Asset Purchase Agreement, dated as of April 21, 2026
(the “Asset Purchase Agreement”), by and between the Company and Seller.

As previously disclosed in the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2026, pursuant to the Asset Purchase Agreement,
Seller agreed to sell, convey, assign, transfer, and deliver to the Company substantially all of the know-how assets relating to Seller’s
PanOmics Assay, an integrated, NGS multi-omics analysis platform combining genomics, transcriptomics, metabolomics, and related fields,
used in drug discovery and precision medicine (the “Purchased Assets”). The aggregate purchase price under the Asset Purchase
Agreement is $30,000,000, to be satisfied through the issuance by the Company to Seller of a newly created series of non-voting preferred
stock designated as “Series A Convertible Preferred Stock,” convertible into shares of the Company’s common stock.

The Amendment deletes Section 4.6 (Management
Shares) of the Asset Purchase Agreement in its entirety. Section 4.6 of the Asset Purchase Agreement previously provided that, in connection
with the Closing, the Compensation Committee of the board of directors of the Company and the board of directors of the Company would
approve and take any action necessary to cause the issuance to management of the Company of an aggregate number of shares of the Company’s
common stock equal to twelve percent (12%) of the fully diluted shares of the Company’s common stock outstanding immediately following
the Closing and any related equity financing, for the retention of the Company’s Chief Executive Officer and Chief Financial Officer
(the “Management Shares”). The Amendment deletes this provision and all references to the Management Shares in the Asset Purchase
Agreement.

In addition, the Amendment makes a conforming
amendment to Section 3.3(c) of the Asset Purchase Agreement to remove the reference to the Compensation Committee’s approval of
actions contemplated by Section 4.6.

Except as expressly amended by the Amendment,
the Asset Purchase Agreement remains in full force and effect in accordance with its terms.

The foregoing description of the Amendment is
not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit

Description

10.1

First Amendment to Asset Purchase Agreement by and between Profusa Inc. and Bio Insights LLC

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