Form 8-K

8-K — Profusa, Inc.

Accession: 0001213900-26-081560

Filed: 2026-07-27

Period: 2026-07-27

CIK: 0001859807

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0298832-8k_profusa.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 27, 2026

PROFUSA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41177

86-3437271

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

626 Bancroft Way, Suite A

Berkeley, CA 94710

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (925) 997-6925

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

PFSA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Jack

Stover as Executive Chairman and Chief Executive Officer

On July 20, 2026, in anticipation of closing the transaction described in Item 8.01 below, the Board of Directors of the Company (the

“Board”) appointed Mr. Jack Stover, a director of the Company, as Executive Chairman of the Board and Chief Executive Officer,

with the primary responsibility for closing the transaction and leading the combined public diagnostics platform effective July 21, 2026.

The information regarding

Mr. Stover previously disclosed in connection with his appointment as a director remains accurate, and there have been no transactions

since that time that would require disclosure under Item 404(a) of Regulation S-K.

Appointment of Ben Hwang as President; Resignation as Director

In connection with the appointment of Mr. Stover, Ben Hwang, PhD, the former CEO and Chairman of the Board, has been appointed as President

and Director of the Company effective as of July 21, 2026 and will be principally responsible for efficient expense management, managing

operations, and raising near-term working capital to support Company operations through closing of the transaction described in Item 8.01

below.

The information regarding Dr. Hwang previously disclosed in connection with his appointment as a director remains accurate, and there

have been no transactions since that time that would require disclosure under Item 404(a) of Regulation S-K.

On July 26, 2026, Dr. Hwang resigned from the board of directors effective immediately while retaining his role as President. Dr. Hwang’s

resignation from the board of directors does not result from any dispute with the company.

Appointment of Liviu

Goldenberg as Director

On July 26, 2026, to

fill the vacancy to the board left by Dr. Hwang’s resignation, the Board unanimously elected Mr. Liviu Goldenberg as an

independent director to serve until his successor shall have been duly elected and qualified or until his earlier resignation or

removal.

Mr. Goldenberg has more than 30 years of global leadership experience overseeing complex operations, technology adoption, and enterprise

transformation, with particular expertise in technology-enabled manufacturing, artificial intelligence and Industrial Internet of Things

("IIoT") platforms, sustainability, capital deployment, and risk oversight. During the past five years, Mr. Goldenberg has served as a

Marketing and Implementation Consultant to Jeanologia, a Spain-based global technology leader in sustainable industrial processes and

software, since 2020, where he advises leadership on technology deployment, sustainability strategy, and market expansion and supports

the development of the Jeanologia Engineering Lab at the Fashion Institute of Technology in New York. Since 2020, he has also served as

a U.S. Partner of KFactory, an Industry 4.0, artificial intelligence, and IIoT platform company, advising on capital raising, go-to-market

strategy, and enterprise adoption of AI-driven manufacturing solutions across the industrial, automotive, food, and chemical sectors.

Since 2013, Mr. Goldenberg has served as a Director of Jassin Consulting Group, where he advises companies on corporate strategy, mergers

and acquisitions, global operations, and governance alignment. He has also served since 2002 as President of BLM Sourcing Inc., a global

consultancy he founded that advises on technology-enabled operations, risk management, and supply chain governance.

Prior to founding BLM Sourcing Inc., Mr. Goldenberg served in an executive sourcing and operations capacity at Passport Brands Inc. (Marithe

& Francois Girbaud) from 2007 to 2013, where he had enterprise oversight of operations, finance interface, human resources, logistics,

and systems; improved gross margins by ten points through strategic sourcing and operational transformation; and led global supplier governance

across Asia, Europe, and the Americas. Earlier in his career, he held senior management and ownership positions across the retail, wholesale,

and manufacturing industries, including as co-owner of Hilltex Inc., where he was responsible for sourcing and production, and as a private

label manufacturer for brands including Bill Blass, Red Cats USA, and Esprit.

Mr. Goldenberg's qualifications, attributes, and skills relevant to his service as a director include his expertise in technology and

digital transformation (including artificial intelligence, IIoT, and automation), sustainability, environmental, social, and governance

("ESG") matters and circular systems, audit and financial oversight, enterprise risk and supply chain resilience, corporate strategy and

market expansion, and mergers and acquisitions, strategic alliances, and capital allocation. Mr. Goldenberg holds a Bachelor of Science

degree in Civil Engineering from the University of Maryland, College Park.

There is no arrangement or understanding between Mr. Goldenberg and any other person pursuant to which Mr. Goldenberg was appointed as

a director. In addition, there are no family relationships between Mr. Goldenberg and any director, executive officer, or person nominated

or chosen by the Company to become a director or executive officer. Mr. Goldenberg has no direct or indirect material interest in any

transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01

Regulation FD Disclosure.

On July 27, 2026, the Company

issued a press release announcing the signing of the non-binding term sheet described in Item 8.01 below and leadership updates described

in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item

7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall

it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly

set forth by specific reference in such a filing.

Item 8.01

Other Events.

Non-Binding Term Sheet

On July 27, 2026, Profusa, Inc. (the “Company”) entered into a non-binding term sheet with a privately held commercial-stage

health diagnostics and toxicology testing company (the “Target”) for the acquisition of the Target by the Company. The transaction

is expected to create a publicly traded health diagnostics company. The proposed transaction is subject to customary closing conditions,

including completion of due diligence, negotiation and execution of definitive agreements, receipt of required stock exchange and regulatory

reviews and/or approvals, receipt of any required third-party approvals, completion of contemplated debt conversions, receipt of the Target’s

audited financial statements, and other conditions to be set forth in the definitive agreements. It is expected that certain aspects of

the acquisition will require the approval of the Company’s shareholders, and that a proxy statement will be filed with the U.S.

Securities and Exchange Commission in connection with the solicitation of such shareholder approval. The non-binding term sheet does not

obligate either party to consummate the transaction, and there can be no assurance that the parties will enter into definitive agreements

or that the proposed transaction will be completed on the terms currently contemplated, within the anticipated timeframe, or at all.

Item 9.01

Financial Statements and Exhibits.

Exhibit

Description

99.1

Press Release dated July 27, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

July 27, 2026

Profusa, Inc.

By:

/s/ Jack Stover

Name:

Jack Stover

Title:

Chief Executive Officer

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Exhibit 99.1

Profusa Announces Key Management Changes and

Signing of Non-Binding Term Sheet for the

Acquisition of a Commercial Stage Diagnostics

Company

BERKELEY, Calif., July 27, 2026 (GLOBE NEWSWIRE) -- Profusa, Inc.

(Nasdaq: PFSA), a digital health company pioneering next-generation biosensing technologies, announces the signing of a non-binding term

sheet with a privately held, commercial-stage health diagnostics and toxicology testing company (the “Dx Company”). Following

the contemplated transaction, the combined company is expected to operate as a public diagnostics company with national CLIA-certified

laboratories, recurring revenues from a diversified base of providers serving addiction treatment, pain management, and behavioral health.

The Dx Company’s 2025 Net Revenues are estimated, based on unaudited management information, to be approximately $111 million.

Mr. Jack Stover, a director of Profusa, has been

appointed by the Profusa Board of Directors as Executive Chairman of the Board of Directors and Chief Executive Officer. Ben Hwang, PhD,

formerly the Chief Executive Officer, Chairman, and Director of the Board of Profusa, has transitioned into the role of President of Profusa.

Liviu Goldenberg has been appointed by the Profusa Board of Directors as an independent director. Mr. Goldenberg has 30+ years of global

leadership experience overseeing complex operations, technology adoption, and enterprise transformation. He has deep expertise in technology-enabled

manufacturing, AI / IIoT platforms, sustainability, capital deployment, and risk oversight. Mr. Goldenberg is also an active advisor to

growth-stage and scale-up technology companies, with experience supporting capital raises, strategic partnerships, and institutional initiatives

and importantly brings disciplined governance judgment, independence, and a long-term shareholder focus.

It is anticipated that upon the execution of a

definitive acquisition agreement (the “Acquisition Agreement”), Profusa will issue to the Dx Company stockholders the following

consideration: (i) shares of Profusa common stock equal to 19.99% of Profusa’s then issued and outstanding common shares; and (ii) the

remainder of the consideration in the form of shares of Profusa non-voting convertible preferred stock (the “Preferred Stock”),

which will be convertible into Profusa common shares subject to a stockholder approval by Profusa’s stockholders (together, the “Consideration”).

In addition, it is expected that Profusa’s outstanding convertible notes and obligations will also be exchanged for Preferred Stock.

Concurrently with the closing of the transaction and subject to due

diligence and documentation, Profusa expects to close on approximately $7 million of necessary financing (subordinated to existing bank

debt) in the form a convertible note (the “Notes”), all or portions of which may be provided by existing investors in Profusa.

Indicative terms of the Notes include a 12-month term, a 9% original issue discount (OID), and a 7% interest rate per year (18% in the

event of a default).

About Profusa

Profusa is a digital health company developing a new generation of

tissue-integrated sensors to detect and continuously transmit actionable, medical-grade data for personal and medical use. With its long-lasting,

injectable, and affordable biosensors and intelligent data platform, Profusa aims to provide people with a personalized biochemical signature

rooted in data that clinicians can trust and rely on. For more information, please visit www.profusa.com.

“LUMEE”, “PROFUSA” and the PROFUSA logo are registered

trademarks of Profusa, Inc. in the United States, Canada, European Union, China, Japan, South Korea, and Australia.

About the Dx Company

The Dx Company provides laboratory testing solutions, clinical insight,

and reporting tools that help healthcare teams make informed treatment decisions, streamline workflows, and improve patient outcomes.

Its CLIA-certified and CAP/CLIA accredited national medical laboratories provide molecular diagnostic tests for infectious disease and

urine and blood clinical toxicology testing, with a client base serving addiction treatment, pain management, and behavioral health providers

across the country.

Special Note Regarding Forward-Looking Statements

Certain statements in this press release may be considered “forward-looking

statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform

Act of 1995. Forward-looking statements generally relate to future events or future financial or operating performance of Profusa, including

statements regarding the proposed acquisition, the anticipated launch of PanOmics DX™, Profusa’s strategic plans, the proposed business

combination with the Dx Company, the expected operating results of the Dx Company, the terms and amounts of the financings expected to

be consummated in connection with the Dx business combination. In some cases, you can identify forward-looking statements by terminology

such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“forecast,” “future,” “intend,” “may,” “might,” “plan,” “possible,”

“potential,” “predict,” “project,” “propose,” “seek,” “should,” “strive,”

“will,” or “would” or the negatives of these terms or variations of them or similar terminology.

Such forward-looking statements are subject to risks, uncertainties,

and other factors which may be beyond the control of Profusa and could cause actual results to differ materially from those expressed

or implied by such forward-looking statements, including, without limitation, risks related to Profusa’s planned European and U.S.

product launches, the risk that such product launches may not result in revenue at the levels anticipated, the risk that customer demand

may be less than expected, the risks in negotiating, concluding and closing definitive acquisition agreements, as well as the risks in

complying with the representations, warranties and covenants set forth in those agreements if they are executed, and risks related to

the completion and terms of the contemplated financings.

These forward-looking statements are based upon estimates and assumptions

that, while considered reasonable by Profusa and its management, are inherently uncertain. There are risks and uncertainties described

more fully in Profusa’s public filings from time to time with the U.S. Securities and Exchange Commission (the “SEC”), including

its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. These filings may identify

and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained

in the forward-looking statements. Profusa cannot assure you that the forward-looking statements in this communication will prove to be

accurate.

Investor and Media Contact

info@coreir.com

212-655-0924

# # #

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