Profusa Inc 2025年度报告

Form 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or Securities registered pursuant to Section 12(b) of the Act: Indicateby check mark if the Registrant is a well-known seasoned issuer,as defined in Rule 405 of the SecuritiesAct.Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2025(the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $1.3 million. As of April 14, 2026, the number of shares outstanding of the Registrant’s common stock, par value $0.0001 per share, was4,410,268 shares. EXPLANATORY NOTE On February 9, 2026, Profusa, Inc. effected a reverse stock split of all shares of its issued and outstanding common stock at a ratio ofone-for-seventy five (1:75). The Company accounted for the reverse stock split on a retrospective basis pursuant to AccountingStandards Codification (“ASC”) 260, Earnings Per Share. All issued and outstanding shares of common stock and share-based awards’exercise prices and per share data in this report and the consolidated financial statements have been adjusted, on a retrospective basis,to reflect the reverse stock split for all periods presented. The number of authorized shares and par value of the common stock werenot adjusted because of the reverse stock split. PROFUSA, INC.Annual Report on Form 10-KDecember 31, 2025 Item 1.Business1Item 1A.Risk Factors29Item 1B.Unresolved Staff Comments84Item 1C.Cybersecurity84Item 2.Properties86Item 3.Legal Proceedings86Item 4.Mine Safety Disclosures86 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities87Item 6.[Reserved]87Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations87Item 7A.Quantitative and Qualitative Disclosures About Market Risk99Item 8.Financial Statements and Supplementary Data99Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure100Item 9A.Controls and Procedures100Item 9B.Other Information100Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections100 PART III Item 10.Directors, Executive Officers and Corporate Governance101Item 11.Executive Compensation107Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters108Item 13.Certain Relationships and Related Transactions, and Director Independence110Item 14.Principal Accountant Fees and Services111 Item 15.Exhibits and Financial Statem