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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): October 1, 2025
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
345 Allerton Ave.
South San Francisco, California 94080
(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 1.01. Entry into a Material Definitive Agreement
As previously disclosed, Profusa, Inc. (the “Company”) entered into a Securities Purchase Agreement, dated February 11, 2025 (the “Purchase Agreement”) with Ascent Partners Fund LLC (“Ascent”) providing for the issuance and sale by the Company to the Investor certain senior secured convertible promissory notes (each a “Note” and collectively, the “Notes”) convertible into shares of common stock, par value $0.0001 per share (the “Common Stock”). On August 25, 2025, the Company entered into Amendment No. 1 (the “SPA Amendment”) to the Purchase Agreement, which among other things, amended the Purchase Agreement to provide for the following four tranches of Notes, subject to the satisfaction of certain conditions: (i) an initial closing for Notes in an aggregate principal amount of $10,000,000 (the “First Tranche”), which already occurred in July 11, 2025; (ii) a second closing for Notes in an aggregate principal amount of $2,222,222 (the “Second Tranche”) for a purchase price of $2,000,000; (iii) a third closing for Notes in an aggregate principal amount of $5,555,556 (the “Third Tranche”) for a purchase price of $5,000,000, subject to the satisfaction of certain conditions including the full conversion or repayment of the First Tranche, effectiveness of a registration statement, no Nasdaq listing deficiency, and receipt of stockholder approval; and (iv) a fourth closing for Notes in an aggregate principal amount of $4,444,444 (the “Fourth Tranche”) for a purchase price of $4,000,000, subject to the satisfaction of certain conditions including the full repayment of the First and Second Tranches, at least fifty percent (50%) repayment or conversion of the Third Tranche, effectiveness of a registration statement, and no Nasdaq listing deficiency.
In connection with the closing of the Second Tranche, which occurred on September 30, 2025, the Company entered into an Account Control Agreement (the “Control Agreement”) with Ascent, BitGo Prime LLC (the “Delegate”), and BitGo Trust Company, Inc. (the “Custodian”) governing the custody and control of the Company’s Bitcoin reserve which are pledged as collateral to secure the Company’s financing arrangement with Ascent pursuant to the Purchase Agreement. The Control was executed on October 1, 2025 with an effective date of September 29, 2025.
Pursuant to the Control Agreement, the Custodian will hold and manage digital asset collateral in a designated custodial account for the benefit of Ascent. The Control Agreement sets forth the procedures for the Custodian to follow with respect to entitlement orders and instructions regarding the collateral, including the requirement that, prior to receipt of a Notice of Exclusive Control from Ascent, the Custodian may only act on joint instructions from both the Company and Ascent. Upon and during the continuance of an event of default under the applicable financing agreements, and following the Custodian’s receipt of a Notice of Exclusive Control from Ascent, the Custodian is required to act solely on instructions from Ascent without further consent from the Company.
The Control Agreement includes customary provisions regarding the responsibilities and protections of the Custodian, including limitations on liability, indemnification by both the Company and Ascent, and the absence of fiduciary duties. The Custodian is authorized to use agents and affiliates, including BitGo Prime LLC, to assist in providing services, and will make available to the Company and Ascent near real-time, read-only information regarding the custodial account through an application programming interface (API).
The Control Agreement may be terminated upon written notice under certain circumstances, including the release of Ascent’s security interest or by election of any party with appropriate notice and consent.
The Company is responsible for all fees and expenses associated with the custodial services, including a collateral management fee of 3 basis points of the U.S. monthly digital assets held in the custodial account, payable to the Delegate.
The foregoing description of the Control Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Control Agreement, which is filed as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 7, 2025, the Board of Directors of Profusa, Inc. (the “Company”) adopted resolutions to amend the Company’s Bylaws to provide that the holders of 33 and 1/3% of the voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business; and where a separate vote by a class or series or classes or series is required, the holders of 33 1/3% of the voting power of the issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter. The Company’s Bylaws previously provided that the holders of a majority of the voting power of the stock issued and outstanding (and with respect to a separate class or series vote, just such class or series) and entitled to vote, present in person or represented by proxy, would constitute a quorum at all meetings of the stockholders for the transaction of business.
The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment of the Bylaws, which is filed as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events.
Adjournment of Special Meeting
On October 7, 2025, the convened and then determined to adjourn, without conducting any business, a special meeting of stockholders (the “Special Meeting”) because the Company did not have a sufficient number of shares of the Company’s common stock present in person or represented by proxy at the Special Meeting to constitute a quorum. The adjourned Special Meeting will reconvene on October 20, 2025 at 10:00 a.m. Eastern Time.
The close of business on September 22, 2025 will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Special Meeting. No changes have been made to the proposals to be voted on by stockholders at the Special Meeting. Stockholders who have previously submitted their proxy or otherwise voted and do not want to change their vote do not need to take any action. Stockholders may cast their votes by following the instructions set forth in the Company’s definitive proxy statement on Schedule 14A which was filed with the Securities and Exchange Commission on September 23, 2025 which is available on the SEC’s website at www.sec.gov, and the voting platform at www.cleartrustonline.com/pfsa.
Press Release
On October 7, 2025, the Company issued a press release announcing the completion of the Company’s second $1 million investment in digital treasury assets as part of its digital treasury strategy. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Amendment to Bylaws | |
| 10.1 | Account Control Agreement, dated as of September 29, 2025, by and among the Company, Ascent Partners Fund LLC, BitGo Prime LLC, and BitGo Trust Company, Inc. | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed or furnished herewith |
| + | The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon the request of the SEC in accordance with Item 601(b)(2) of Regulation S-K. |
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.
| October 7, 2025 | Profusa, Inc. | |
| By: | /s/ Ben Hwang | |
| Name: | Ben Hwang | |
| Title: | Chief Executive Officer | |
3
Exhibit 3.1
AMENDMENT
TO THE
BYLAWS
OF
PROFUSA, INC.
(formerly Northview Acquisition Corporation)
This Amendment to the Bylaws (this Amendment) of Profusa, Inc., a Delaware corporation (the Company), is adopted effective as of [Date], pursuant to Section 9.15 of the Company’s Bylaws and the Delaware General Corporation Law.
1. Amendment to Section 2.4 (Quorum)
Section 2.4 of the Bylaws is hereby amended and restated in its entirety to read as follows:
“Section 2.4 Quorum. Except as otherwise provided by applicable law, the Corporation’s Certificate of Incorporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”), or these Bylaws, the presence, in person or by proxy, at a meeting of stockholders of the holders of at least thirty-three and one-third percent (33 1/3%) of the issued and outstanding shares of the Corporation’s common stock entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting; provided, that when a separate vote by a class or series of stock is required by applicable law, the Certificate of Incorporation, or these Bylaws, the holders of at least thirty-three and one-third percent (33 1/3%) of the issued and outstanding shares of such class or series entitled to vote thereon, present in person or by proxy, shall constitute a quorum of such class or series for the transaction of such business.
If a quorum shall not be present or represented by proxy at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6 until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the voting power of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any such other corporation to vote shares held by it in a fiduciary capacity.”
2. No Other Amendments
Except as expressly amended by this Amendment, the Bylaws shall remain in full force and effect.
3. Effective Time
This Amendment shall be effective upon its adoption by the Board of Directors of the Company as required by Section 9.15 of the Bylaws and applicable law.
[Signature page follows]
The undersigned hereby certifies that he is a duly authorized officer of Profusa, Inc., a Delaware corporation, and that the foregoing Amendment to the Bylaws constitutes the entire amendment to the Bylaws as duly adopted by the Board of Directors on October 7, 2025.
Executed on October 7, 2025
| /s/ Ben Hwang | |
| Ben Hang | |
| Chief Executive Officer |
Exhibit 10.1
Account Control Agreement
This Account Control Agreement (the “Agreement”) is made effective [29 September 2025 | 8:43 AM PDT] among Profusa, Inc. (formerly, NorthView Acquisition Corporation), a Delaware corporation (the “Pledgor”), Ascent Partners Fund LLC a Delaware limited liability corporation (in its capacity as collateral agent for the Buyers (as defined below) in such capacity, together with its successors and assigns in such capacity, the “Secured Party”), BitGo Prime LLC (“Delegate”), for the limited purpose as set forth in Section 12, and BitGo Trust Company, Inc. (the “Custodian”).
WHEREAS, pursuant to the Custodial Services Agreement between the Custodian and Pledgor dated as of [29 September 2025 | 8:43 AM PDT] (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Custodian Agreement”), the Custodian acts as custodian for certain assets of Pledgor held in or credited to the custody account with account number 68d5a1203b932d631f5a1f1af91930cb titled CM - Ascent Partners - Profusa (“Custodial Account”);
WHEREAS, Pledgor and Secured Party have entered into (i) that certain Securities Purchase Agreement, dated as of February 11, 2025 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”), by and among Pledgor, the Secured Party, and the other investors party thereto from time to time (the “Buyers”), and (ii) that certain Secured Convertible Promissory Note, dated as of July 11, 2025, one of series of secured convertible promissory notes which may be issued under the Securities Purchase Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, each, a “Note”, together with the Securities Purchase Agreement, and the other transaction documents entered into in connection therewith, collectively, the “Financing Agreements”), by and among the Secured Party as collateral agent for the Buyers, Pledgor and the other debtors party thereto from time to time;
WHEREAS, pursuant to the Financing Agreements, Pledgor has pledged to, and granted security interests in the assets held in the Custodial Accounts to Secured Party (such assets, “Collateral”);
WHEREAS, Secured Party and Pledgor have requested Custodian to hold Collateral and to perform certain other functions as more fully described herein;
WHEREAS, Custodian has agreed to act on behalf of Secured Party and Pledgor in respect of Collateral delivered to Custodian by Pledgor for the benefit of Secured Party, subject to the terms hereof.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, it is agreed as follows:
| 1. | Authorization. Secured Party and Pledgor each hereby authorizes Custodian to perform its duties as hereinafter set forth. Pledgor hereby authorizes Custodian to comply, and Custodian hereby agrees to comply, with all entitlement orders and all instructions directing disposition of Collateral, in each case, originated by Secured Party at any time with respect to the Custodial Accounts without further consent or direction from Pledgor or any other party. All such entitlement orders and instructions shall be delivered to Custodian in writing in accordance with this Agreement. |
| 2. | Securities Intermediary. The Custodian maintains the Custodial Account solely in the Pledgor’s name. The parties agree that Custodian is a “securities intermediary” with respect to the Custodial Account and that for the purposes of the UCC, the Custodial Account shall be deemed to consist of a “securities account” (within the meaning of Article 8 of the UCC) with respect to all financial assets deposited in or credited therein. The parties agree that all property held in or credited to the Custodial Accounts from time to time shall be treated as financial assets within the meaning of Article 8 of the UCC. For purposes of this Section 2, “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the state of South Dakota. |
| 3. | Notice of Exclusive Control. Until Custodian receives a written notice in the form of Exhibit B attached hereto (“Notice of Exclusive Control”) from Secured Party, Custodian is authorized to only act upon any written instructions and entitlement orders and other written instructions with respect to the Custodial Accounts and the Collateral that are jointly executed or otherwise jointly authenticated by both Pledgor and Secured Party. Pledgor may not unilaterally request or make debits or withdrawals from, or otherwise access or control, the Custodial Accounts or any Collateral. Upon, and during the continuance of, any event of default or other similar event has occurred under the Financing Agreements [with respect to Pledgor], and after Custodian’s receipt of a Notice of Exclusive Control from Secured Party, Custodian will comply solely with written instructions (including entitlement orders and other instructions) issued by Secured Party, without further consent or direction from Pledgor. Custodian may, without inquiry, comply with instructions that on their face appear to be duly executed or authenticated by the party or parties required under this paragraph. Custodian will have no liability to Secured Party or Pledgor for complying with a Notice of Exclusive Control or instructions (including entitlement orders) originated by Secured Party. Custodian will be fully protected in complying with a Notice of Exclusive Control (and any instructions, including entitlement orders, originated by Secured Party) whether or not Secured Party had the right to issue such Notice of Exclusive Control and whether or not Pledgor may allege that no rights of Secured Party exist to provide such instructions or to issue the Notice of Exclusive Control. |
| 4. | [Reserved]. |
| 5. | Security Interest. Pledgor hereby grants a security interest in and lien on the Collateral to secure (a) any advances (which, for the avoidance of doubt, Custodian may, but is not obligated, to make) that Custodian may from time to time make to, or for the benefit of, Pledgor for purposes of clearing or settling purchases or sales of assets in the Custodial Accounts and (b) any fees, charges, expenses, including, but not limited to, Account Expenses and Delegate Expenses, and other amounts not described in clause (a) above owed to Custodian and incurred in connection with the performance of its duties hereunder or pursuant to the Custodian Agreement and the maintenance and operation of the Custodial Accounts or any other accounts established or maintained by Custodian pursuant to the Custodian Agreement. The Custodian agrees that any security interest in or lien on, or right of set-off against any of the Collateral that Custodian may have now or in the future is hereby subordinated to the security interest in favor of Secured Party. |
| 6. | Adverse Claims. Upon receipt of written notice of any lien, encumbrance or adverse claim against the Custodial Accounts or any portion of the Collateral carried therein, Custodian shall use reasonable efforts to notify Secured Party and Pledgor as promptly as practicable under the circumstances. |
| 7. | Notices. Notices and any other communications required or permitted under this Agreement will be sent in writing to the addresses or e-mail addresses as set forth below: |
Pledgor:
Profusa, Inc.
626 Bancroft Way, Suite A
Berkeley, CA 94710
Attention: Ben Hwang, CEO
email: ben.hwang@profusa.ca
Secured Party:
Ascent Partners Fund LLC
19505 Biscayne Blvd., Suite 2350
Aventura,
FL 33180
Attention: Mikhail Gurevich
email: mg@ascentpartnersllc.com
Custodian:
BitGo Trust Company, Inc.
6216 Pinnacle Place
Suite 101
Sioux Falls, SD 57108
Email: collateralmanagement@bitgo.com with a copy to bitgoprime@bitgo.com and a copy of all legal notices to legal@bitgo.com
Delegate:
BitGo
Prime LLC
2443 Ash Street,
Palo Alto, CA 94306
Phone: (650) 847-0009
E-mail: bitgoprime@bitgo.com
| 8. | Responsibility and Protection. |
8.1 Custodian will not be liable to Pledgor or Secured Party for (i) complying with any instructions from Secured Party, including a Notice of Exclusive Control, (ii) complying with joint instructions from Pledgor and Secured Party that are received by Custodian in accordance with the provisions of Section 3 or 12.3 herein (iii) determining the adequacy of the Collateral, (iv) making or verifying any calculations relating to any Collateral requirements, (v) the effect of any insolvency proceeding of either of Secured Party or Pledgor, (vi) the creation, attachment, perfection or priority of any security interest granted under or in connection with the Financing Agreements or (vii) the adequacy of any remedies of enforcement for the parties hereunder.
8.2 Custodian has no duty to investigate or verify (i) whether Secured Party is authorized under the Financing Agreements to give any instructions or Notice of Exclusive Control, (ii) the validity of any notice, or the content thereof, provided pursuant to this Agreement or (iii) compliance with applicable law by Secured Party or Pledgor. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this Agreement. Custodian will have no fiduciary duties under this Agreement to any other party, whether as trustee, agent, bailee, or otherwise.
8.3 Pledgor hereby agrees to indemnify and hold harmless Custodian and its Delegate, and their officers, directors, trust officers, employees and agents (the “Indemnified Parties”) against all claims, damages, liabilities, losses and expenses as a result of any action or inaction of Custodian or Delegate, or arising out of Custodian’s or Delegate’s performance under this Agreement (including, for the avoidance of doubt, any such damages and liabilities which may be suffered or incurred by Custodian in acting pursuant to the entitlement orders or instructions issued solely by Secured Party or jointly by Secured Party and Pledgor), including reasonable fees and expenses of counsel, except if such claims, damages, liabilities, losses or expenses are directly caused solely by Custodian’s or Delegate’s gross negligence or willful misconduct. This indemnity shall be a continuing obligation of Pledgor and its successors and assigns, notwithstanding the termination of this Agreement.
8.4 Secured Party agrees to indemnify the Indemnified Parties and hold the Indemnified Parties harmless from and against all claims, damages, liabilities, losses and expenses as a result of any action or inaction of Custodian or Delegate, or arising out of Custodian’s or Delegate’s performance under this Agreement (including, for the avoidance of doubt, any such damages and liabilities which may be suffered or incurred by Custodian in acting pursuant to the entitlement orders or instructions issued solely by Secured Party, jointly by Secured Party and Pledgor, or solely by Pledgor following delivery of a Pledgor Access Notice), including reasonable fees and expenses of counsel, except if such claims, damages, liabilities, losses or expenses are directly caused solely by Custodian’s gross negligence or willful misconduct. This indemnity shall be a continuing obligation of Secured Party and its successors and assigns, notwithstanding the termination of this Agreement.
8.5 The Custodian shall exercise reasonable care in carrying out its duties under this Agreement. In this Agreement, reasonable care shall mean the degree of care and diligence that could reasonably be expected of a professional custodian of digital assets operating in the United States. Each of Custodian and Delegate shall not be liable to the Secured Party, Pledgor or any other Person under this Agreement except to the extent of its gross negligence, willful misconduct or fraud in the performance of its duties and obligations under this Agreement.
8.6 Notwithstanding Section 8.5, in no event shall Custodian or Delegate, or their respective affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives, be liable for any lost profits or any special, incidental, indirect, intangible, or consequential damages, whether based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with this Agreement, even if Custodian or Delegate has been advised of or knew or should have known of the possibility of such damages.
| 9. | Termination; Survival. This Agreement shall terminate upon (a) Custodian’s receipt of written instructions from Secured Party expressly stating that Secured Party no longer claims any security interest in the Collateral, (b) transfer of all Collateral to Secured Party subsequent to Custodian’s receipt of a Notice of Exclusive Control, or (c) the election by any party upon not less than thirty (30) days prior written notice of termination to the other parties, provided that Pledgor shall not provide such a notice without the prior written consent of Secured Party and provided further that termination pursuant to (c) above shall not affect or terminate Secured Party’s security interest in the Collateral. Upon termination pursuant to (c) above, Custodian shall follow such reasonable written instructions of Pledgor (or, after delivery of a Notice of Exclusive Control, Secured Party) concerning the transfer of Collateral. Except as otherwise provided herein, all obligations of the parties to each other hereunder shall cease upon termination of this Agreement |
| 10. | Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF, THE STATE OF SOUTH DAKOTA, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES OF SUCH STATE, EXCEPT TO THE EXTENT GOVERNED BY FEDERAL LAW OF THE UNITED STATES OF AMERICA. |
| 11. | Fees and Expenses. |
11.1 The Pledgor shall pay all fees as set forth in Exhibit A and costs, charges, liabilities, losses and expenses incurred or otherwise relating to the Custodial Account and services provided by the Custodian and Delegate hereunder (collectively, the “Account Expenses”), and the Pledgor agrees to pay such Account Expenses to the Delegate on demand therefor. Pledgor shall reimburse Custodian for all reasonable documented costs associated with transfers of Collateral to Custodian and records kept in connection with this Agreement. Pledgor shall also reimburse Custodian for reasonable documented out-of-pocket expenses which are a normal incident of the services provided hereunder.
| 12. | Delegate. |
12.1 Secured Party and Pledgor hereby agree that Custodian is authorized to use agents, subcontractors, consults or affiliates, including but not limited to, BitGo Prime LLC (the “Delegate”) to provide or assist it with any part of the services described herein or in the discharge or any of its obligations or duties herein. Specifically, it is understood and agreed that the Delegate is able to provide the services as set forth in this Section 12.
12.2 API Access.
12.2.1 Delegate will make available to Pledgor and Secured Party, through an application programming interface, near real time, read-only information with respect to the Custodial Account, including the amount of Collateral in the Custodial Account and information with respect to deposits and withdrawals (“API”). Pledgor hereby authorizes and consents to Delegate providing such API and the API Information (as defined below) to the Secured Party with respect to the Custodial Account.
12.2.2 By accessing the API, Pledgor and Secured Party agree that: (a) The API is being provided on an “as is” basis for its internal use only and only by users that are authorized by Pledgor or Secured Party (“Authorized Individuals”) shall access the API; (b) each of Pledgor and Secured Party shall, and shall cause each Authorized Individual to, access the API exclusively through a secure point including, but not limited to graphical or programmatic interfaces, whether accessed via the Internet, a private connection or any other technological means, using unique login credentials assigned to each Authorized Individual; (c) each of Secured Party and Pledgor assumes all risk and bears sole responsibility for establishing access to the API; (d) All information provided via the API (the “API Information”) is and shall remain the sole and exclusive property of Delegate; (e) each of Pledgor and Secured Party shall have no right to use the API Information except as expressly permitted by the Agreement; (f) distribution of API Information is expressly prohibited; (g) Delegate may deny Secured Party’s or Pledgor’s access to the API at any time and without notice, for any reason including, but not limited to Delegate’s belief that such access is in violation of this Agreement; (h) each of Pledgor and Secured Party shall be responsible for all acts or omissions of any person utilizing the API through its access; (i) Delegate has no responsibility for transmissions that are inaccurate or not received by Delegate; and (j) Delegate makes no warranty, express or implied, concerning the API or with respect to any data or information made available through the API and Delegate expressly disclaims any implied warranties of merchantability or fitness for a particular purpose, including any warranty for the use of the API with respect to its correctness, quality, accuracy, completeness, reliability, performance, timeliness, continued availability or otherwise. Each of Secured Party’s and Pledgor’s use of the API is solely at its own risk. Neither Delegate nor any of its affiliates, officers, employees, or agents shall be liable to Pledgor or Secured Party for any loss, cost, damage, or other injury or third-party claim, whether in contract or tort, arising out of or caused in whole or in part by Pledgor’s or Secured Party’s use of the API or the API Information.
12.3 Following any joint request from Pledgor and Secured Party to withdraw Collateral from the Custodial Account (“Withdrawal”) and following verification that the Withdrawal is a valid instruction in accordance with the Custodian’s internal procedures (“Withdrawal Validation”), Delegate shall so inform the Custodian and Custodian shall use commercially reasonable efforts to ensure that the Withdrawal is processed within 24 hours following Withdrawal Validation if the Withdrawal is delivered on a Business Day within Business Hours, subject to delays caused by interruption, errors, or unavailability of any electronic system, software, or network or caused by the withdrawal address or account not being previously whitelisted. “Business Day” means any day other than a Saturday or Sunday on which commercial banks are open for business in New York City, United States. “Business Hours” means between the hours of 9am ET to 5pm ET time on a Business Day.
12.4 Following termination of this Agreement pursuant to Section 9(a) or Section 9(c) and receipt of instructions from Pledgor, Delegate shall instruct Custodian to transfer Collateral pursuant to such instructions within one (1) Business Day following receipt of such instructions, subject to delays caused by interruption, errors, or unavailability of any electronic system, software, or network..
12.5 Following Custodian’s or Delegate’s receipt of a Notice of Exclusive Control, upon instruction from Secured Party, Delegate shall instruct the Custodian to transfer Collateral pursuant to such instructions within one (1) Business Day following receipt of such instructions, subject to delays caused by interruption, errors, or unavailability of any electronic system, software, or network.
12.6 Pledgor shall pay all fees, costs, charges, liabilities, losses and expenses incurred or otherwise relating to the services provided by the Delegate (collectively, the “Delegate Expenses”), and the Pledgor agrees to pay such Delegate Expenses.
| 13. | Amendments. No amendment of, or waiver of a right under, this Agreement will be binding unless it is in writing and signed by the party to be charged. |
| 14. | Severability. To the extent a provision of this Agreement is unenforceable, this Agreement will be construed as if the unenforceable provision were omitted. |
| 15. | Successors and Assigns. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by any party without the written consent of the other parties. |
| 16. | Force Majeure. Each of Custodian and Delegate shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, acts of terrorism, civil or military disturbances, sabotage, epidemics, riots, loss or malfunctions of utilities, computer (hardware or software) or regulatory actions. Custodian and Delegate shall use reasonable efforts to resume performance as promptly as practicable under the circumstances. |
| 17. | Arbitration. THE PARTIES AGREE THAT ALL CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT (“DISPUTES”), WHETHER ARISING PRIOR, ON, OR SUBSEQUENT TO THE EFFECTIVE DATE, SHALL BE ARBITRATED AS FOLLOWS: The |
Parties irrevocably agree to submit all Disputes between them to binding arbitration conducted under the Commercial Dispute Resolution Procedures of the American Arbitration Association (the “AAA”), including the Optional Procedures for Large Complex Commercial Disputes. The place and location of the arbitration shall be in the applicable jurisdiction (i.e., Sioux Falls, South Dakota). All arbitration proceedings shall be closed to the public and confidential and all related records shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitration shall be conducted before a single arbitrator selected jointly by the parties. The arbitrator shall be a retired judge with experience in custodial and trust matters under South Dakota law. If the parties are unable to agree upon an arbitrator, then the AAA shall choose the arbitrator. The language to be used in the arbitral proceedings shall be English. The arbitrator shall be bound to the strict interpretation and observation of the terms of this Agreement and shall be specifically empowered to grant injunctions and/or specific performance and to allocate between the parties the costs of arbitration, as well as reasonable attorneys’ fees and costs, in such equitable manner as the arbitrator may determine. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Notwithstanding the foregoing, either party shall have the right, without waiving any right or remedy available to such party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such party, pending the selection of the arbitrator hereunder or pending the arbitrator’s determination of any dispute, controversy or claim hereunder.
| 18. | Cumulative Rights; No Waiver. Each and every right granted to Custodian and Delegate hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of Custodian or Delegate to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by Custodian or Delegate of any right preclude any other future exercise thereof or the exercise of any other right. |
| 19. | No Collection Obligations. Custodian shall be under no obligation to take action to collect any amount payable on Collateral in default, or if payment is refused after due demand and presentment. |
| 20. | Collateral. Without limiting the generality of the foregoing, each of Custodian and Delegate shall be under no obligation to inquire into, and shall not be liable for, any losses incurred by Pledgor, Secured Party or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Collateral, or Collateral which otherwise is not freely transferable or deliverable without encumbrance in any relevant market. Neither Delegate nor Custodian is at any time under any duty to monitor the value of any Collateral in the Custodial Accounts or whether the Collateral is of a type required to be held in the Custodial Accounts, or to supervise the investment of, or to advise or make any recommendation for the purchase, sale, retention or disposition of any Collateral. |
| 21. | Staking. To the extent that Pledgor stakes any Collateral, all time periods under this Agreement with respect to delivery or transfer of any such Collateral shall automatically be extended to include any unbonding period, restrictions, or other delays that result from staking or unstaking. |
| 22. | Entire Agreement. This Agreement is the entire agreement and supersedes and prior account control agreements and contemporaneous oral agreements of the parties concerning its subject matter. |
| 23. | Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same agreement and any party hereto may execute this Agreement by signing and delivering one or more counterparts. Delivery of an executed counterpart of a signature page to this Agreement by portable document format (PDF) via email transmission shall, in either case, be effective as delivery of an original executed counterpart of this Agreement. |
| 24. | Protected Contract. The parties hereto further agree and acknowledge that (A) the Financing Agreement is intended to be (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery thereunder or in connection therewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy Code, (ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery thereunder or in connection therewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code and a “payment or other transfer of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code and constitute “settlement payments” within the meaning of Section 741 of the Bankruptcy Code and (iii) a “master netting agreement” as defined in the Bankruptcy Code, and (B) Secured Party is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code. |
[Signatures appear on following page]
The parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.
| PROFUSA, INC. (FORMERLY, NORTHVIEW ACQUISITION CORPORATION), as Pledgor | ||
| By | /s/ Ben Hwang | |
| Name: | Ben Hwang | |
| Title: | Chief Executive Officer | |
| ASCENT PARTNERS FUND LLC, as Secured Party | ||
| By | /s/ Mikhail Gurevich | |
| Name: | Mikhail Gurevich | |
| Title: | Authorized Signatory | |
| BITGO PRIME LLC, as Delegate | ||
| By | /s/ Chen Fang | |
| Name: | Chen Fang | |
| Title: | CRO | |
| BITGO TRUST COMPANY, INC., as Custodian | ||
| By | /s/ Jody Mettler | |
| Name: | Jody Mettler | |
| Title: | jodymettler@bitgo.com | |
Exhibit A
The parties hereto agree that the fees associated with the Services as set forth in this Agreement and the Custodian Agreement shall be as set forth below.
| 1. | Collateral Management Fee. The Pledgor shall pay a fee to the Delegate equal to _3_ basis points of the U.S. monthly digital assets held in wallets in the Custodial Account (“AUC”) based on a per cryptocurrency basis. |
For the purpose of calculating fees please consult: https://www.bitgo.com/resources/price-feeds for current information on how BitGo computes USD value of digital currencies.
| 2. | Payment. Pledgor shall pay such fees and any expenses to Delegate within 10 days after the date of Delegate sending an invoice to Pledgor. Invoices may be provided by electronic delivery. Payments shall be made to Delegate in U.S. Dollars or Bitcoin. All late payments shall bear interest accruing from the original payment due date through the date that such amounts are paid at the lower interest rate of (A) 1.0% per month and (B) the highest interest rate allowed by applicable law. Notwithstanding the foregoing, failure to pay fees or expenses by Pledgor 30 days after the date of Delegate’s invoice shall constitute a material breach of the Agreement. Pledgor agrees that, without limitation of Delegates or Custodian’s other rights and remedies, Delegate shall have the right and authority, subject to the terms of this Agreement, to direct Custodian to liquidate digital assets in the Custodial Account to cover any unpaid fees and expenses and Custodian shall have the right and authority, in its discretion, to liquidate digital assets in the Custodial Account to cover any unpaid fees and expenses at the direction of Delegate. |
| 3. | Tax ID. If a correct taxpayer number is not provided to Custodian or Delegate, Pledgor understands and agrees that Pledgor may be subject to backup withholding tax at the appropriate rate on any interest and gross proceeds paid to the account for the benefit of Pledgor. Backup withholding taxes are sent to the appropriate taxing authority and cannot be refunded. |
Exhibit B
Notice of Exclusive Control
DATE
[BitGo]
[Address 1]
[Address 2]
To Whom it May Concern:
Reference is made to the Account Control Agreement effective as of , (“Control Agreement”) by and among you, the undersigned, and [ ] (“Pledgor”). Terms defined in the Control Agreement and used without other definition herein shall have the respective meanings herein assigned to such terms in the Control Agreement.
Pursuant to Section 3 of the Control Agreement, you are hereby directed, from and after the date hereof, to accept and execute instructions for the Custodial Account solely from Secured Party, and not to accept for execution any further instructions for the Custodial Account from Pledgor.
We hereby notify you and represent and warrant that Secured Party has determined in good faith that an event of default or other similar event has occurred with respect to Pledger under the Financing Agreement, following the expiration of any applicable notice requirement or grace period, which entitles Secured Party to exercise its rights as a secured party with respect to the Collateral in the Custodial Accounts.
| Very truly yours, | ||
| [Secured Party] | ||
| By | ||
| Name: | ||
| Title: | ||
10
Exhibit 99.1
Profusa Invests Additional $1 Million in Digital Treasury Assets
BERKELEY, Calif, October 7, 2025 (GLOBE NEWSWIRE) — Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a commercial stage digital health company pioneering a next-generation technology platform enabling the continuous monitoring of an individual’s biochemistry, announces its second $1 million investment in digital treasury assets to hedge against macroeconomic uncertainties, in line with the Company’s treasury management strategy.
“We believe the continued execution of our digital asset strategy helps ensure that we are prudently managing our resources to continue to support both our commercial and development plans for our Lumee platform technology. Our digital treasury strategy is designed to facilitate that we maintain sufficient capital to provide the best-in-class, AI-driven digital health platform for the benefit of chronic disease and health and wellness management. We continue to collaborate with Ascent Partners Fund, which has now raised our second tranche for a total of $2 million in investments, to establish a low cost, capital efficient, best of breed Bitcoin treasury strategy which reflects our strong conviction that Bitcoin is the digital store of value for the future. We believe it will provide firm foundation as we progress our commercial and clinical programs,” said Ben Hwang, Ph.D., Profusa’s Chairman and CEO.
About Profusa
Based in Berkeley, Calif., Profusa is a commercial stage digital health company led by visionary scientific founders, an experienced management team and a world-class board of directors in the development of 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 its intelligent data platform, Profusa aims to provide people with a personalized biochemical signature rooted in data that clinicians can trust and rely on.
“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.
For more information, visit https://profusa.com.
Special Note Regarding Forward-Looking Statements
Certain statements in this press release (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. 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. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Profusa and its management are inherently uncertain. Profusa cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. There are risks and uncertainties described in the definitive proxy/final prospectus relating to the business combination, which has been filed with the SEC, and in other documents filed by Profusa from time to time with the SEC. 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.
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