Profusa Inc. and Bio Insights LLC Amend Asset Purchase Agreement

Profusa Inc. has entered into a First Amendment to an Asset Purchase Agreement with Bio Insights LLC. This amendment modifies the original agreement dated April 21, 2026. The original agreement involved Profusa Inc. acquiring substantially all know-how assets related to Bio Insights LLC's PanOmics Assay for drug discovery and precision medicine, with a purchase price of $30,000,000 to be paid in Series A Convertible Preferred Stock. The key change in the amendment is the deletion of Section 4.6 concerning "Management Shares." This section had previously stipulated the issuance of company stock to management for retention purposes. The amendment removes this provision entirely, along with any related references to "Management Shares." A conforming amendment was also made to Section 3.3(c) to reflect the removal of the Compensation Committee's approval related to the deleted section. The rest of the Asset Purchase Agreement remains in full force and effect.