Business Context and Reporting Period
Profusa, Inc. (PFSA), a Delaware corporation and emerging growth company, filed this Form 8-K on February 11, 2026. The report details the entry into a material definitive agreement with the Mayo Foundation for Medical Education and Research (Mayo) regarding intellectual property licensing.
Key Financial Metrics
This filing is a Current Report on Form 8-K and does not contain audited financial statements, revenue figures, profit data, cash flow statements, or liquidity metrics. The document focuses exclusively on the terms of a new contractual agreement.
Material Changes and Agreement Details
On February 11, 2026, Profusa entered into a Know-How License Agreement with Mayo. Key terms include:
- Licensing Scope: An exclusive, worldwide license (with sublicense rights) to certain patent rights and a non-exclusive license to related know-how.
- Application Areas: Continuous oxygen measurement tools and Critical Limb-Threatening Ischemia (CLTI), specifically for use with the Company's Lumee product and future versions.
- Term: The agreement lasts until the later of the expiration of the last relevant patent or the 15th anniversary of the first commercial sale of the last launched licensed product. It becomes fully paid-up upon meeting obligations.
- Financial Obligations: The Company must pay royalties on net sales, milestone payments upon achieving development and commercialization events, and a share of sublicense income. Specific dollar amounts are not disclosed in this summary.
- Restrictions: Sublicensing requires Mayo's prior written approval. Mayo will provide access to investigators for know-how transfer.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, management commentary on future performance, or a discussion of general business risks. The primary contingency noted is the Company's obligation to meet specific development and commercialization milestones to trigger payments and maintain the license status. The full text of the agreement, filed as Exhibit 10.1, contains the complete legal terms and conditions.
Investor Verification Checklist
- Review Exhibit 10.1 for the specific dollar amounts of milestone payments and royalty rates.
- Verify the definition of "net sales" used for royalty calculations within the full agreement.
- Assess the impact of the new licensing obligations on future cash flow projections.
- Confirm the specific development milestones required to trigger payments.
- Check for any redacted portions in Exhibit 10.1 that may obscure critical financial terms.