Profusa, Inc 10-Q for FY2026 Q2
Profusa, Inc. (PFSA)
About this 10-Q
Profusa, Inc filed this 10-Q on August 19, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $8.76M
- compared with a net loss of $2.35M a year earlier
- Diluted EPS
- -$151.80
- compared with -$9,100.78 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly
period ended
OR
For the transition period from _______ to ______
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or
other jurisdiction of incorporation or organization) |
(I.R.S. Employer
Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| 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.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
As of August 18, 2026, there were
Table of Contents
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
PROFUSA,
INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| June 30, 2026 (Unaudited) |
December 31, 2025 |
|||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | |
|||||
| Prepaid expenses and other current assets | ||||||||
| Digital assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Other non-current assets | ||||||||
| Right-of-use asset | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Excise tax payable | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Due to related party | ||||||||
| Convertible senior notes and loans payable at fair value | ||||||||
| Promissory notes and other | ||||||||
| Convertible and promissory notes payable to related parties | ||||||||
| PPP loan | ||||||||
| Total current liabilities | |
|||||||
| Warrant liabilities at fair value | ||||||||
| Convertible loans payable at fair value | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 6) | ||||||||
| Stockholders’ Deficit: | ||||||||
| Undesignated preferred stock: $ |
||||||||
| Common stock: $ |
||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total stockholders’ deficit | ( |
) | ( |
) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
PROFUSA,
INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | $ | $ | $ | $ | ||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Loss on change in the fair value of convertible notes | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Gain on change in fair value of warrant liabilities | ||||||||||||||||
| Loss on disposal of digital assets | ( |
) | ||||||||||||||
| Interest expense (including related parties amounts of $ |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Gain on extinguishment of PPP loan | ||||||||||||||||
| Financing costs | ( |
) | ( |
) | ||||||||||||
| Other income | ||||||||||||||||
| Total other expense, net | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net loss per share, basic and diluted | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Weighted-average common shares outstanding, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
PROFUSA,
INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’
DEFICIT
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
|
Series A Convertible Preferred Stock |
Series B Convertible Preferred Stock |
Series C/C-1 Convertible Preferred Stock |
Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||||
| Issuance of shares in connection with exercise of ELOC | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of shares in connection with the conversion of the PIPE note | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||||
| Issuance of shares in connection with exercise of ELOC | — | — | — |
|
||||||||||||||||||||||||||||||||||||||||
| Issuance of shares in connection with the conversion of the PIPE note | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants in connection with PIPE notes | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Reversal of excise tax payable attributable to redemption of common stock | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
PROFUSA,
INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
| Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Noncash interest expense | ||||||||
| Gain on extinguishment of PPP loan | ( |
) | ||||||
| Loss on change in fair value of convertible notes | ||||||||
| Depreciation expense | ||||||||
| Stock-based compensation expense | ||||||||
| Gain on change in fair value of warrant liabilities | ( |
) | ||||||
| Non-cash warrant issuance expense | ||||||||
| Loss on disposal of digital assets | ||||||||
| Loss on settlement of forward share issuance contract | ||||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( |
) | ||||||
| Other non-current assets | ( |
) | ||||||
| Accounts payable | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| Cash flows from investing activities | ||||||||
| Sale of digital assets | ||||||||
| Purchase of property, plant and equipment | ( |
) | ||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of PIPE notes | ||||||||
| Proceeds from ELOC | ||||||||
| Repayment on promissory notes and convertible loans payable | ( |
) | ||||||
| Proceeds from issuance of convertible senior notes | ||||||||
| Payment of deferred offering costs | ( |
) | ||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash | ( |
) | ( |
) | ||||
| Cash at the beginning of the period | ||||||||
| Cash at the end of the period | $ | $ | ||||||
| Supplemental disclosures of non-cash investing and financing information: | ||||||||
| Conversion of debt to equity | $ | $ | ||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | $ | ||||||
| Reversal of excise tax payable attributable to redemption of common stock | $ | $ | ||||||
| Unpaid deferred offering costs | $ | $ | ||||||
| Reclassification of warrant liability to additional paid-in capital | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
PROFUSA,
INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 — Organization, Description of Business, Going Concern and Significant Risks and Uncertainties
Description of Business
Profusa, Inc. (the “Company”), originally
incorporated in California on
The Company’s first offering in the European Union, the Lumee™ Oxygen Platform, monitors tissue oxygen levels and is intended for applications such as peripheral artery disease, chronic wounds (including diabetic ulcers and pressure sores), and reconstructive surgery. The Company’s research and development efforts are primarily focused on the Lumee™ Glucose Platform, a continuous glucose monitor (“CGM”) consisting of a biocompatible gel injected under the skin that monitors interstitial glucose levels for several months from a single injection, offering an alternative to traditional finger-stick glucometers and short-term needle-type CGMs.
On July 11, 2025 (the “Closing Date”), NorthView Acquisition Corporation (“Northview”) consummated its business combination (the “Business Combination”) with Profusa, Inc., a California corporation (“Legacy Profusa”), pursuant to the Merger Agreement and Plan of Reorganization, dated November 7, 2022 (as amended, the “Merger Agreement”), among Northview, Legacy Profusa, and NV Profusa Merger Sub Inc., a wholly-owned Delaware subsidiary of Northview (“Merger Sub”). At closing, Merger Sub merged with and into Legacy Profusa (the “Merger”), with Legacy Profusa surviving as a wholly-owned subsidiary of Northview. In connection with the closing, Northview changed its name to “Profusa, Inc.”
Going Concern
The Company has incurred significant net operating
losses from operations. As of June 30, 2026, the Company had a working capital deficit of approximately $
On February 11, 2025, Northview executed a Securities
Purchase Agreement (the “PIPE Subscription Agreement”) with Ascent Partners Fund LLC (“Ascent” or together with
any party who may become party to the PIPE Subscription Agreement, the “PIPE Investors”). As of April 2026, the Company has
remaining borrowing capacity under the PIPE Subscription Agreement of $
On July 28, 2025 (the “effective date”),
the Company entered into the Equity Line of Credit (“ELOC”) Securities Purchase Agreement (the “ELOC Purchase Agreement”)
and the ELOC Registration Rights Agreement (the “ELOC Registration Rights Agreement”) with Ascent (the “Committed Equity
Facility”). Upon the terms and subject to the satisfaction of the conditions contained in the PIPE Subscription Agreement, from
and after the effective date, the Company will have the right, in its sole discretion, to sell to Ascent up to $
5
Lumee Oxygen received regulatory approval in
Europe through the attainment of a CE mark, which subsequently lapsed in 2020. The Company is working to obtain a renewed CE Mark for
commercialization in Europe in order to generate revenues. In addition to management’s focus on commercialization, additional financing
is available through the ELOC Purchase Agreement and executing remaining tranches of the PIPE Subscription Agreement which would provide
an aggregate of up to an additional $
On September 11, 2025, Nasdaq notified the Company
that it is not in compliance with the Minimum Bid Price Requirement and the Market Value of Listed Securities (“MVLS”) Requirement
and provided the Company with an initial 180-day compliance period, or until March 10, 2026, to regain compliance. On October 27, 2025,
Nasdaq further notified the Company that its market value of publicly held shares had been below the Market Value Requirement for the
prior
On March 11, 2026, Nasdaq notified the Company that it had not regained compliance with the Minimum Bid Price Requirement or the MVLS Requirement by the March 10, 2026 deadline and that the Company’s securities were therefore subject to delisting from The Nasdaq Global Market on those bases. The Company appealed that determination and appeared before the Nasdaq Hearings Panel on April 21, 2026. On April 28, 2026, Nasdaq also notified the Company that it had not regained compliance with the Market Value of Publicly Held Shares (“MVPHS”) Requirement by the April 27, 2026 deadline, that this constituted an additional basis for delisting, and that the Nasdaq Hearings Panel would consider this deficiency in connection with its decision. The Company submitted its response within the required timeframe.
On May 6, 2026, Nasdaq notified the Company that the Nasdaq Hearings Panel had granted the request for continued listing on Nasdaq subject to certain conditions. As a condition to the exception, the Company was required to file an application to transfer its listing to The Nasdaq Capital Market by May 11, 2026, obtain stockholder approval for a reverse stock split by June 23, 2026 and to demonstrate compliance with the minimum bid price requirement and Nasdaq’s stockholders’ equity requirement by July 20, 2026. On July 10, 2026, Nasdaq approved the Company’s request for an extension until July 31, 2026 to demonstrate compliance. The Company was also required to promptly notify the Panel of any significant events during the exception period that could affect the Company’s compliance, and the Panel reserved the right to reconsider the terms of the exception if it determined continued listing was inadvisable or unwarranted. On May 13, 2026, the Company received Nasdaq’s notice confirming the Company’s transfer to The Nasdaq Capital Market, effective on May 15, 2026.
Pursuant to the execution of the Option Agreement
described in Note 13, the Company legally issued shares of common stock and Series A Non-Voting Convertible Preferred Stock on July 31,
2026 and there are no remaining conditions that would affect the recognition of the issued equity. Therefore, the Company believes that
as of July 31, 2026, it had at least $
There can be no assurance that the Company will timely satisfy the conditions of the exception, regain compliance with Nasdaq’s continued listing standards, maintain compliance with Nasdaq’s continued listing standards thereafter, or otherwise maintain the listing of its securities on Nasdaq. If the Company does not timely regain compliance with the applicable Nasdaq listing requirements, Nasdaq may commence delisting proceedings, suspend trading in the Company’s securities, or otherwise take action that could result in the removal of the Company’s securities from Nasdaq. Any such event could materially and adversely affect the liquidity and market price of the Company’s securities, limit the Company’s ability to raise capital, and adversely affect the Company’s business, financial condition, and results of operations.
6
The Company’s condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reviewed the relevant conditions and events surrounding its ability to continue as a going concern including among others: historical losses, projected future results, increased tariffs, cash requirements for the upcoming year, funding capacity, net working capital deficit, and future access to capital.
As of June 30, 2026, there continue to be factors which raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the condensed consolidated financial statements are issued. The condensed consolidated financial statements do not contain any adjustments that might result from the outcome of this uncertainty.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The Company’s condensed consolidated financial statements include the accounts of Profusa and its wholly-owned subsidiary. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of results to be expected for the full fiscal year or any future interim period. The condensed consolidated balance sheet as of June 30, 2026 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission.
Reverse Stock Splits
On August 17, 2026, the Company effected a
On July 7, 2026, the Company effected a
On February 9, 2026, the Company effected a 1-for-75 reverse stock split of its common stock (the “February Reverse Stock Split”). The February Reverse Stock Split did not change the par value of the common stock, which remained $0.0001 per share, or the authorized number of shares of common stock. No fractional shares were issued in connection with the February Reverse Stock Split.
The August Reverse Stock Split, the July Reverse Stock Split, and the February Reverse Stock Split are collectively referred to herein as the “Reverse Stock Splits.” All share and per share information has been retroactively adjusted to reflect the Reverse Stock Splits for all periods presented.
7
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses in the condensed consolidated financial statements and accompanying notes. The Company regularly assesses these estimates, including those related to accrued liabilities, valuation of the convertible notes and convertible loans payable at fair value, warrants, valuation allowance for deferred tax assets, incremental borrowing rate, forward share issuance liabilities, and valuation of stock-based awards. Actual results could differ from these estimates, and such differences could be material to the Company’s financial position and results of operations.
Segment Information
ASC 280, “Segment Reporting” (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as a single operating segment. The Company’s CODM is the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM uses cash flows as the primary measure to manage the business and does not segment the business for internal reporting or decision making.
Reclassification of Prior Period Presentation
Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassification had no impact on loss from operations, net loss, net loss per share, total assets, total liabilities, stockholders’ deficit, or cash flows.
During the three and six months ended June 30, 2026, the Company reclassified amounts previously presented as interest expense related to the Company’s convertible debt held at fair value to loss on change in the fair value of convertible notes in the condensed consolidated statements of operations. The Company also reclassified related party note payables from convertible senior notes and loans payable at fair value and promissory notes into convertible and promissory notes payable to related parties on the condensed consolidated balance sheets. These reclassifications were not material to the condensed consolidated financial statements.
Change in Accounting Estimate
During the three months ended June 30, 2026,
the Company obtained additional information and completed a further evaluation of the applicability of certain Treasury regulations and
related tax guidance to the excise tax liability assumed in connection with the Business Combination. Based on this additional information,
management revised its estimate of the amount expected to be payable and concluded that the previously recorded excise tax liability was
no longer required, except for approximately $
As a result, during the three and six months
ended June 30, 2026, the Company reduced its excise tax payable by $
8
Leases
The Company determines if an arrangement is or contains a lease at inception by evaluating various factors, including if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration and other facts and circumstances. Lease classification is determined at the lease commencement date. Lease liabilities and their corresponding right-of-use (“ROU”) assets are recognized at commencement date and recorded based on the present value of lease payments over the expected lease term. The implicit rates within the Company’s operating leases are generally not determinable and therefore the Company estimates the incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of the incremental borrowing rate requires judgment. The Company determines the incremental borrowing rate for each lease using an estimated borrowing rate, adjusted for various factors including level of collateralization and term to align with the terms of the lease. The ROU asset also might include lease prepayments, offset by lease incentives. Certain leases include options to extend or terminate the lease. Lease terms include options to extend or terminate the lease when it is reasonably certain we will exercise that option.
The Company has made accounting policy elections to (i) not recognize ROU assets or lease liabilities for short-term leases (leases with lease terms of 12 months or less); and (ii) combine lease and non-lease components. Variable lease payments are recognized in the condensed consolidated statements of operations when incurred and include certain non-lease components, such as maintenance and other services provided by the lessor to the extent the charges are variable. The cash flow impact from the change in operating lease right-of-use asset and the operating lease liability during the six months ended June 30, 2026 is presented within the change in accrued expenses and other current liabilities on the condensed consolidated statements of cash flows.
ELOC
On July 28, 2025, the Company entered into the
ELOC Purchase Agreement and a related registration rights agreement with Ascent. Subject to the terms and conditions of the ELOC Purchase
Agreement, the Company has the right, but not the obligation, to sell up to $
The ELOC comprises a purchased put option and
a forward share issuance that do not qualify for equity classification. Accordingly, the ELOC is measured at fair value, with changes
between the put date and settlement date recognized in earnings. During the three and six months ended June 30, 2026, certain Advance
Notices provided that the purchase price would be funded upon delivery of shares to Ascent rather than upon Ascent’s subsequent
resale of such shares, at a purchase price equal to
The Company issued warrants to purchase up to
Fair Value of Financial Instruments
The Company’s financial instruments consist of accounts payable, warrant liabilities, promissory notes, convertible loans payable, convertible promissory notes and convertible senior notes. The Company states accounts payable, promissory notes and convertible senior notes at their carrying value, which approximates fair value due to the short time to the expected payment. See Note 3 for instruments valued under Level 3.
Ascent PIPE Notes
In connection with the Business Combination,
the Company assumed the rights and obligations under the PIPE Subscription Agreement, which provides for the issuance of Senior Secured
Convertible Promissory Notes (the “Ascent PIPE Notes”) in an aggregate principal amount of up to $
9
On April 2, 2026, the Company entered into Amendment
No. 4 to our PIPE Subscription Agreement and related Pledge Agreement with Ascent (“Amendment No. 4”). Under Amendment No.
4, the Company may, subject to the terms and conditions of the amended agreements, request funding with an aggregate principal amount
of up to $
In accordance with ASC 825, the Company has elected the FVO for each outstanding Ascent PIPE Note on an instrument-by-instrument basis. Each Ascent PIPE Note is accounted for as a separate unit of account and the FVO is irrevocable once elected for the respective instrument. At each reporting date, the Ascent PIPE Notes are measured at fair value, with changes in fair value recognized in earnings, except for the portion attributable to instrument-specific credit risk, which is presented in other comprehensive income. During the three and six months ended June 30, 2026, the Company did not record any changes in fair value to other comprehensive income. As of June 30, 2026, the Ascent PIPE Notes are included in convertible senior notes and loans payable at fair value within the condensed consolidated balance sheets.
Common Stock Warrants
The Company evaluates freestanding warrants under ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, Contracts in Entity’s Own Equity, to determine whether the warrants should be classified as liabilities or equity. The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. Liability-classified common stock warrants are subject to remeasurement to fair value as of each subsequent balance sheet date and as of any respective exercise date, with changes in fair value recorded in the Company’s condensed consolidated statements of operations. For common stock warrants that meet all of the criteria for equity classification, the common stock warrants are recorded as a component of additional paid-in capital and are not remeasured to fair value in subsequent reporting periods.
The fair value of common stock warrants is determined using an option-pricing model, such as the Black-Scholes model, incorporating assumptions including the fair value of the Company’s common stock, exercise price, contractual term, expected volatility, risk-free interest rate and expected dividend yield.
Legal costs incurred in connection with the issuance of equity-classified warrants are capitalized as a reduction to additional paid-in capital if the warrants are issued in conjunction with an equity financing or equity-linked arrangement, and expensed immediately only if the costs are not directly attributable to the issuance. Legal and professional fees incurred in connection with the issuance of liability-classified warrants, including those failing equity classification under ASC 815-40 are expensed immediately to the condensed consolidated statements of operations as incurred.
When a warrant is issued in connection with a financing arrangement for which the Company has elected the fair value option, the issuance-date fair value of the warrant is recognized as a financing cost when incurred, with an offsetting credit to warrant liability (for liability-classified warrants) or additional paid-in capital (for equity-classified warrants).
10
A modification or exchange of an equity-classified warrant that remains equity-classified after modification is measured based on the excess, if any, of the fair value of the modified warrant over its fair value immediately before the modification. Any incremental fair value is recognized in the same manner as the original warrant issuance. A modification or exchange of a liability-classified warrant that remains liability-classified is measured at the change in fair value at the modification date, with any increase in fair value recognized in the condensed consolidated statements of operations. When a liability-classified warrant is modified such that it no longer meets the conditions that precluded equity classification, the warrant liability is remeasured to fair value immediately before the modification, with the change in fair value recognized in the condensed consolidated statements of operations, and the resulting fair value is reclassified to additional paid-in capital. If no incremental value is transferred to the counterparty as a result of the modification, no adjustment is made to financing costs.
The effect of a down-round feature that meets the applicable definition is excluded from the assessment of whether the warrant is indexed to the Company’s own stock. If a down-round feature is triggered, the value of the effect of the feature is recognized as a deemed dividend and as a reduction of income available to common stockholders in the computation of basic earnings per share.
Stock-Based Compensation
Stock-based compensation expense related to stock options granted to employees and non-employees is recognized based on the grant date estimated fair values using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period. The Company accounts for forfeitures as they occur. Option valuation models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected life of the award. Since the Company did not have sufficient historical information to develop reasonable expectations about future exercise behavior, the expected term for options issued to employees was calculated as the mean of the option vesting period and contractual term (the “Simplified Method”). The expected term for options issued to non-employees is the contractual term.
Recent Accounting Pronouncements
Recently issued accounting standards not yet adopted
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”). ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. As revised by ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, the provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. With the exception of expanding disclosures to include more granular income statement expense categories, the Company does not expect the adoption of ASU 2024-03 to have a material effect on its condensed consolidated financial statements taken as a whole.
In May 2025, the FASB issued ASU 2025-03 which revises the guidance in ASC 805 on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (VIE). ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2025-03 must be applied prospectively to any business combination that occurs after the initial adoption date. The Company is currently evaluating the impact of the guidance on its condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. ASU 2025-10 established authoritative guidance for the accounting for a government grant received by a business entity, including guidance for a grant related to an asset and a grant related to income. This guidance is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of the guidance on its condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies the applicability of interim reporting guidance under GAAP, provides a comprehensive list of interim disclosure requirements within Topic 270, and introduces a disclosure principle requiring entities to provide information about events and changes occurring after the end of the most recent annual reporting period that have a material impact on the entity. The ASU does not change the fundamental nature of interim reporting or expand or reduce existing interim disclosure requirements. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 for public business entities, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its interim financial reporting and related disclosures.
11
Note 3 — Fair Value Measurement
Assets and liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:
Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2 — Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
Level 3 — Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.
Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.
The Company measures certain financial instruments at fair value using valuation techniques that require the use of observable and unobservable inputs and assumptions, including, as applicable, risk-free interest rates, expected terms, expected volatility, credit risk, market yields, conversion or exercise prices, the fair value of the Company’s common stock, and other instrument-specific terms and market inputs. The risk-free interest rate for each applicable financial instrument is based on the U.S. Treasury yield curve in effect as of the valuation date for a term commensurate with the expected term, contractual term, or estimated settlement period of the instrument, as applicable. Expected volatility, when applicable, may differ among financial instruments due to differences in expected terms, contractual maturities, settlement provisions, conversion or exercise features, valuation methodologies, market inputs, and the historical periods used to estimate volatility.
As of June 30, 2026 and December 31, 2025, the Company’s financial assets and liabilities measured at fair value on a recurring basis, were as follows (in thousands):
| As of June 30, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Liabilities: | ||||||||||||||||
| Convertible notes due to related parties held at fair value | $ | $ | $ | $ | ||||||||||||
| Convertible loans payable at fair value | ||||||||||||||||
| Warrant liabilities - Private Placement Warrants | ||||||||||||||||
| Warrant liabilities - Representative’s Warrants | ||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | ||||||||||||
12
| As of December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Digital assets (Bitcoin) | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Convertible notes due to related parties held at fair value | $ | $ | $ | $ | ||||||||||||
| Convertible loans payable at fair value | ||||||||||||||||
| Warrant liabilities - Private Placement Warrants | ||||||||||||||||
| Warrant liabilities - Representative’s Warrants | ||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | ||||||||||||
Warrant Liabilities
The key inputs into the Monte Carlo simulation model for the Private Placement and the Representative’s warrant liabilities, as affected by the Reverse Stock Splits, were as follows at June 30, 2026 and December 31, 2025:
| June 30, 2026 |
December 31, 2025 |
|||||||
| Input | ||||||||
| Risk-free interest rate | % | % | ||||||
| Expected term (years) | ||||||||
| Expected volatility | % | % | ||||||
| Exercise price | $ | $ | ||||||
| Fair value of Common stock | $ | $ | ||||||
Each Private Placement and the Representative’s
warrant entitles the registered holder to purchase 1/7,500 of
The following table provides a summary of the changes in the fair value of the Company’s Level 3 warrant liabilities that are measured at fair value on a recurring basis for the three and six months ended June 30, 2026 (in thousands):
| Private Placement Warrants | Representative’s Warrants | Ascent Warrants(1) | Total Level 3 Warrant liabilities |
|||||||||||||
| Fair value at January 1, 2026 | $ | $ | |
$ | $ | |||||||||||
| Gain in fair value of warrant liabilities | ( |
) | ( |
) | ( |
) | ||||||||||
| Fair value at March 31, 2026 | $ | $ | $ | $ | ||||||||||||
| Issuance of warrants | ||||||||||||||||
| Gain in fair value of warrant liabilities | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Reclassification of warrant liability to additional paid-in capital | $ | $ | $ | ( |
) | ( |
) | |||||||||
| Fair value at June 30, 2026 | $ | $ | $ | $ | ||||||||||||
| (1) |
|
13
Related party convertible notes payable
The Tasly Convertible Note was valued using
a Probability Weighted Expected Return Model to fair value the convertible note. The intrinsic conversion value as of June 30, 2026
and December 31, 2025 was $
On March 20, 2026, the Convertible Promissory Note - Related Party was amended which extended the maturity date through December 31, 2026 - See Note 5 for further information. As of June 30, 2026, the Convertible Promissory Note - Related Party was valued using a Monte Carlo simulation model due to the amendments during the three months ended June 30, 2026.
As of December 31, 2025, the Convertible
Promissory Note - Related Party had matured, remained outstanding and the intrinsic value was $
The key inputs into the Monte Carlo simulation model for the Convertible Promissory Note - Related Party were as follows at June 30, 2026, as affected by the July and August Reverse Stock Splits:
| Input | ||||
| Debt rate | % | |||
| Remaining term (years) | ||||
| Expected volatility | % | |||
| Fair value of Common stock | $ | |||
Collectively, the Tasly Convertible Note and the Convertible Promissory Note - Related Party are referred to as “Related Party Convertible Notes Payable”. The following table provides a summary of the changes in the fair value of the Company’s Level 3 Related Party Convertible Notes Payable for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Tasly Convertible Note - Related Party | Convertible Promissory Note - Related Party | Total Level 3 Related Party Convertible Notes |
||||||||||
| Fair value as of January 1, 2026 | $ | $ | $ | |||||||||
| Loss on change in the fair value of related party convertible debt | $ | $ | $ | |||||||||
| Fair value as of March 31, 2026 | $ | $ | $ | |||||||||
| Loss on change in the fair value of related party convertible debt | ||||||||||||
| Fair value as of June 30, 2026 | $ | $ | $ | |||||||||
| Tasly Convertible Note - Related Party | ||||
| Fair value as of January 1, 2025 | $ | |||
| Loss on change in the fair value of related party convertible notes | ||||
| Fair value as of March 31, 2025 | $ | |||
| Loss on change in the fair value of related party convertible notes | ||||
| Fair value as of June 30, 2025 | ||||
14
Convertible Loans Payable
The Company uses a Monte Carlo simulation model to value the convertible loans payable, which represents the issued Ascent PIPE Notes. The convertible loans payable were classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the convertible loans payable. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the loans. The expected life of the loans are assumed to be equivalent to their remaining contractual term.
The key inputs into the Monte Carlo simulation model for the convertible loans payable were as follows at June 30, 2026 and December 31, 2025, as affected by the Reverse Stock Splits:
| June 30, 2026 |
December 31, 2025 |
|||||||
| Input | ||||||||
| Risk-free interest rate | % | % | ||||||
| Expected term (years) | ||||||||
| Expected volatility | % | % | ||||||
| Fair value of Common stock | $ | $ | ||||||
The following table provides a summary of the changes in the fair value of the Company’s Level 3 convertible loans payable for the three and six months ended June 30, 2026 (in thousands):
| Convertible Loans Payable |
||||
| Fair value as of January 1, 2026 | $ | |||
| Repayments of debt | ( |
) | ||
| Conversion of debt to equity | ( |
) | ||
| Loss on change in the fair value of convertible loans payable | ||||
| Fair value as of March 31, 2026 | $ | |||
| Proceeds received | ||||
| Repayments of debt | ( |
) | ||
| Loss on change in the fair value of convertible loans payable | ||||
| Conversion of debt to equity | ( |
) | ||
| Fair value as of June 30, 2026 | $ | |||
The fair value of the Company’s convertible loans payable settled through conversion was determined by multiplying the closing price of the Company’s common stock on the applicable conversion date by the number of shares of common stock issued upon settlement.
15
Loss on change in the fair value of convertible notes on the condensed consolidated statements of operations comprise of the change in fair value of the related party convertible notes payable and convertible loans payable and its related accrued interest on the convertible notes. As of June 30, 2026, the convertible loans payable is due within 12 months of the balance sheet date and is therefore recorded as a current liability within convertible senior notes and loans payable at fair value on the condensed consolidated balance sheets.
Digital Asset
On March 11, 2026, the Company’s management
made the determination to terminate the Company’s Bitcoin treasury reserve strategy in light of current market conditions and the
Company’s evaluation of its capital allocation priorities. During the six months ended June 30, 2026, the Company sold
Note 4 — Balance Sheet Components
Prepaid expenses and other current assets (in thousands):
| June 30, 2026 |
December 31, |
|||||||
| Prepaid insurance | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
Accrued Liabilities (in thousands):
| June 30, 2026 |
December 31, 2025 |
|||||||
| Accrued compensation | $ | ( |
) | $ | ( |
) | ||
| Accrued other liabilities | ( |
) | ( |
) | ||||
| Total accrued liabilities | $ | ( |
) | $ | ( |
) | ||
16
Note 5 — Debt
The following tables sets forth a summary of the debt instruments and their changes during the three and six months ended June 30, 2026 and 2025 (in thousands):
| Convertible Loans Payable |
Tasly Convertible Note - Related Party |
Convertible Promissory Note - Related Party |
Convertible Senior Notes |
Promissory Notes | PPP Loan | D&O Insurance Financing | ||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Debt repayments | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Change in fair value | ||||||||||||||||||||||||||||
| Conversion of debt to equity | ( |
) | ||||||||||||||||||||||||||
| Debt forgiven | ( |
) | ||||||||||||||||||||||||||
| Accrued stated interest | ||||||||||||||||||||||||||||
| Balance at March 31, 2026; Current debt | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Issuance of debt | ||||||||||||||||||||||||||||
| Debt repayments | ( |
) | ( |
) | ||||||||||||||||||||||||
| Change in fair value | ||||||||||||||||||||||||||||
| Conversion of debt to equity | ( |
) | ||||||||||||||||||||||||||
| Debt forgiven | ||||||||||||||||||||||||||||
| Accrued stated interest | ||||||||||||||||||||||||||||
| Balance at June 30, 2026; Current debt | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Accounting basis | ||||||||||||||||||||||||||||
| Interest rate | |
|
||||||||||||||||||||||||||
| Conversion price(s) per share, as affected by the Reverse Stock Splits | $ |
|
$ |
|||||||||||||||||||||||||
| Maturity | various | various | ||||||||||||||||||||||||||
| Junior Convertible Notes | Tasly Convertible Note - Related Party | Convertible Senior Notes |
Promissory Notes | PPP Loan | ||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | |||||||||||||||
| Issuance of debt | ||||||||||||||||||||
| Change in fair value | ||||||||||||||||||||
| Stated interest | ||||||||||||||||||||
| Amortization of debt discount and issuance costs | ( |
) | ||||||||||||||||||
| Balance at March 31, 2025; Current debt | $ | $ | $ | $ | $ | |||||||||||||||
| Issuance of debt | ||||||||||||||||||||
| Change in fair value | ( |
) | ||||||||||||||||||
| Stated interest | ||||||||||||||||||||
| Amortization of debt discount and issuance costs | ||||||||||||||||||||
| Balance at June 30, 2025; Current debt | ||||||||||||||||||||
17
Convertible Notes
Convertible Loans Payable
As of June 30, 2026, the Company had issued
an aggregate principal of $
On April 2, 2026, the Company entered into Amendment
No. 4 to the PIPE Subscription Agreement and related Pledge Agreement with Ascent (“Amendment No. 4”). Under Amendment No.
4, the Company may request funding with an aggregate principal amount of up to $
In connection with the additional closing on
April 2, 2026, the Company issued an Ascent PIPE Note with an aggregate principal amount of approximately $
In connection with the additional closing on
April 20, 2026, the Company issued an Ascent PIPE Note with an aggregate principal amount of approximately $
In connection with the issuance of the replacement warrant, Ascent entered into a lock-up agreement with the Company, dated April 20, 2026, pursuant to which Ascent agreed not to transfer the shares underlying the replacement warrant for 120 days, expiring August 22, 2026, subject to customary exceptions. Any permitted transferee is required to execute a lock-up agreement on substantially similar terms.
On April 29, 2026, the Company and Ascent Partners Fund LLC entered into an amendment for the Ascent Warrant, which eliminated the provisions relating to the automatic conversion or assumption of the Ascent Warrant in connection with fundamental transactions.
During the three and six months ended June 30,
2026, the Company repaid $
18
The Company elected to apply the fair value
option to account for the Ascent PIPE Notes and as such, no features of the Ascent PIPE Notes are bifurcated and separately accounted
for. As of June 30, 2026, the convertible loans payable had a fair value of $
Tasly Convertible Note - Related Party
In June 2023, the Company entered into a short-term
loan agreement with a related party for borrowings of up to $
The loans bear interest at a rate of
The Company elected to apply the fair value
option to account for the Tasly Convertible Note and as such, no features of the Tasly Convertible Note are bifurcated and separately
accounted for. The fair value of the Tasly Convertible Note was $
The Tasly Convertible Note is recorded under convertible and promissory notes payable to related parties on the condensed consolidated balance sheets.
Convertible Promissory Note – Related Party
The Company now holds the convertible working
capital promissory note which was previously held by Northview Acquisition Corporation with NorthView Sponsor I, LLC, the sponsor of NorthView
(the “Sponsor”) for up to $
On April 6, 2026, the Company amended the related
party convertible promissory note to update the conversion price to $
19
On April 24, 2026, the Company entered into
a Note Modification and Conversion Agreement with NorthView Sponsor I LLC, amending that certain Promissory Note to establish an outstanding
non-interest-bearing principal balance of $
On June 23, 2026, the Company’s stockholders
approved Proposal 4 relating to the related party convertible promissory note, which permitted issuance in excess of
As of June 30, 2026 and December 31,
2025, the convertible promissory note fair value of $
Junior Convertible Notes
The annual effective interest rate for the junior
convertible notes was estimated between
Convertible Senior Notes
As of
June 30, 2026, the outstanding balance of convertible senior notes is less than $
Promissory Notes
The carrying value of the promissory notes as
of June 30, 2026 and December 31, 2025 was $
20
Paycheck Protection Program (“PPP”)
The Company applied for forgiveness of the 2nd
PPP Loan in December 2025 and was notified in February 2026 that the loan had been forgiven. The Company recognized a gain on the extinguishment
of the 2nd PPP Loan of $
Director and Officer (D&O) Insurance Financing
During the six months ended June 30, 2026, the
Company made aggregate payments of $
Minimum Future Payments for the Company’s Outstanding Borrowings
As of June 30, 2026, the contractual future minimum payments for the Company’s outstanding borrowing arrangements were as follows (in thousands):
| Remaining six months of 2026 |
2027 | Total | ||||||||||
| Tasly convertible note - related party | $ | $ | $ | |||||||||
| Convertible promissory note - related party | ||||||||||||
| Convertible loans payable | ||||||||||||
| Convertible senior notes | ||||||||||||
| Promissory notes | ||||||||||||
| Total contractual obligations | $ | $ | $ | |||||||||
Note 6 — Commitments and Contingencies
Operating Lease Obligations
On January 27, 2026, the Company executed a
15 month lease agreement for its office and lab facilities for a total consideration of $
For the three months ended June 30, 2026, operating
lease expense and sublease income was $
For the three and six months ended June 30,
2025, operating lease expense was $
21
As of June 30, 2026, the operating lease
right-of-use asset of $
Contingencies and Indemnifications
From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount.
Under an advisory agreement with The Benchmark
Company, LLC, the Company may be required to pay up to an additional $
In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims; however, the Company may record charges in the future as a result of these indemnification obligations.
In December 2025, the Company received a Notice
of Entry of Judgment in connection with litigation brought by a vendor with claims for breach of contract, which was ruled in favor of
the vendor. As of June 30, 2026 and December 31, 2025, the Company had accrued approximately $
In February 2026, the Company received a demand
letter from counsel for a former employee for unpaid wages of approximately $
Mayo Clinic License Agreement
On February 11, 2026, the Company entered into a know-how license agreement (the “License Agreement”), with Mayo Foundation for Medical Education and Research (“Mayo”). Pursuant to the License Agreement, Mayo granted the Company an exclusive, worldwide license, with the right to sublicense, under certain patent rights that may arise during the term of the License Agreement, and a non-exclusive, worldwide license, with the right to sublicense, to certain know-how, in each case in the fields of continuous oxygen measurement and critical limb-threatening ischemia. Mayo retains certain customary reserved rights, including rights related to educational, research and clinical programs.
Under the License Agreement, beginning with the first commercial sale of a licensed product, the Company is required to pay Mayo earned royalties on net sales of licensed products. The applicable royalty rates vary based on the licensed field and the type of intellectual property coverage applicable to the licensed product. The Company is also obligated to make nonrefundable milestone payments to Mayo upon the first achievement of specified commercial, regulatory and clinical events for each licensed product and to pay Mayo a percentage of certain sublicense income received by the Company. As of June 30, 2026, no commercial sales, milestone events or sublicense income had occurred under the License Agreement, and no amounts were due to Mayo.
22
The License Agreement contains customary provisions regarding diligence, confidentiality, use of name, representations and warranties, disclaimers, indemnification, insurance, compliance with applicable laws and termination rights. Unless earlier terminated, the License Agreement expires upon the later of the expiration of the last-to-expire licensed foreground patent right or the fifteenth anniversary of the first commercial sale of the last launched licensed product. Upon expiration of the Company’s obligation to pay earned royalties, and subject to the Company’s compliance with its obligations, the Company will have a fully paid-up license.
Asset Purchase Agreement
On April 1, 2026, the Company entered into a Letter of Intent (“LOI”) with Bio Insights LLC for the proposed acquisition of Bio Insight LLC’s PanOmics Assay. On April 21, 2026, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Bio Insights LLC (“Seller”), pursuant to which the Company agreed to acquire substantially all of the know-how assets related to Seller’s PanOmics Assay, an integrated NGS multi-omics analysis platform used in drug discovery and precision medicine (the “Purchased Assets”). The Purchased Assets include proprietary methodologies, data, processes, algorithms, software, databases, and related goodwill, but exclude patent rights and biological samples (which remain with Seller, subject to an exclusive sample access license granted to the Company).
The aggregate purchase price is $
Note 7 — Stockholders’ Deficit
Preferred Stock
There were
Common Stock
Each share of common stock is entitled to
The Company reserved shares of common stock, as adjusted for the recapitalization and for the Reverse Stock Splits, on an as-converted basis, for future issuance as follows:
| June 30, 2026 |
December 31, 2025 |
|||||||
| Outstanding options under 2025 Plan | ||||||||
| Issuance of options under the 2025 Plan | ||||||||
| Outstanding common stock warrants | ||||||||
| Issuance of earnout shares (1) | ||||||||
| (1) |
|
23
Note 8 — Common Stock Warrants
As of June 30, 2026, the Company had five
classes of warrants totaling
| Exercise price | Expiration date | Number of shares underlying warrants | ||||||||
| Public Warrants | $ | |||||||||
| Private Placement Warrants | $ | |||||||||
| Representative’s Warrants | $ | |||||||||
| HCW Warrants | $ | |||||||||
| Ascent Warrants | $ | |||||||||
The Ascent Warrants were issued on April 2, 2026
and subsequently modified on April 20, 2026 and April 29, 2026. The Ascent Warrants were liability-classified as of April 2, 2026 and
April 20, 2026 as it was determined that these warrants were not indexed to their own stock. The April 29, 2026 amendment resulted in
the Ascent Warrants becoming equity-classified.
| Input | ||||
| Risk-free interest rate | % | |||
| Expected term (years) | ||||
| Expected volatility | % | |||
| Exercise price | $ | |||
| Fair value of Common stock | $ | |||
On April 20, 2026, the Ascent Warrants were
modified in which the number of shares issuable under the Ascent Warrants were increased from
On April 29, 2026, the Ascent Warrants were
modified to remove a cash settlement feature, which resulted in the modified Ascent Warrant meeting all of the criteria for equity classification.
The Company recognized a gain of $
As of December 31, 2025, the Company had
four classes of warrants totaling
| Exercise price | Expiration date | Number of shares underlying warrants | ||||||||
| Public Warrants | $ | |||||||||
| Private Placement Warrants | $ | |||||||||
| Representative’s Warrants | $ | |||||||||
| HCW Warrants | $ | |||||||||
24
Note 9 — Stock Option Plan
In 2010, Legacy Profusa adopted the 2010 Equity
Incentive Plan (the “2010 Plan”) under which
On May 7, 2026, The Company’s Board of
Directors approved an amendment to the Company’s 2025 Plan to increase the number of shares of common stock reserved and available
for issuance under the 2025 Plan by
As of June 30, 2026, the total authorized
and issuable shares under the 2025 Plan available for grant was
Activity under the Plan, as adjusted for the recapitalization and Reverse Stock Splits, is set forth below:
| Options Outstanding | ||||||||
| Stock Option Activity | Number of Options | Weighted-Average Exercise Price Per Share | ||||||
| Balances at December 31, 2025 | $ | |||||||
| Options granted | ||||||||
| Options cancelled | ||||||||
| Balances at March 31, 2026 | $ | |||||||
| Options granted | ||||||||
| Options cancelled | ( |
) | ||||||
| Balances at June 30, 2026 | $ | |||||||
Stock-Based Compensation Expense by Function
The following table is a summary of stock compensation expense by function recognized for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Research and development | ||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | ||||||||||||
Increase in stock based compensation for the three and six months ended June 30, 2026 is due to incremental grants issued subsequent to June 30, 2025.
Note 10 — Related Party Transactions
The Company has funded its operations to date
primarily through private sales of convertible preferred stock, convertible notes, convertible loans payable and promissory notes. These
investments have included various related parties.
| Related Party | Nature of relationship | Description of investment or transaction | June 30, 2026 |
December 31, 2025 |
||||||||
| Tasly | $ | $ | ||||||||||
| NVAC Sponsor I, LLC | $ | $ | ||||||||||
| The founders | $ | $ | ||||||||||
| NVAC Sponsor I, LLC | $ | $ | ||||||||||
For the three months ended June 30, 2026 and
2025, related party interest expense was $
| (1) |
|
| (2) |
|
25
Note 11 — Net Loss per Share Attributable to Common Stockholders
Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. In periods of net loss, the two-class method requires that losses be allocated only to common shareholders. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted-average shares outstanding, as the inclusion of common stock equivalents would be antidilutive. The common stock equivalents consist of stock options, convertible notes and convertible loans payable, warrants, and earnout shares. Accordingly, for the periods presented in which the Company incurred a net loss, basic and diluted net loss per share are the same.
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders, as adjusted for the Reverse Stock Splits (in thousands, except share and per share data):
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Denominator: | ||||||||||||||||
| Weighted average shares used to compute basic and diluted net loss per share | ||||||||||||||||
| Net loss per share attributable to common stockholders - basic and diluted: | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
The following outstanding shares of potentially dilutive securities, as adjusted for the recapitalization and the Reverse Stock Splits, were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive:
| As of June 30, | ||||||||
| 2026 | 2025 | |||||||
| Convertible preferred stock | ||||||||
| Convertible notes payable | ||||||||
| Related party convertible notes payable at fair value (1) | ||||||||
| Convertible loans payable - held at fair value (2) | ||||||||
| Warrants | ||||||||
| Options to purchase common stock | ||||||||
| Earnout shares (3) | ||||||||
| Total | ||||||||
| (1) |
|
| (2) |
|
| (3) |
|
26
Note 12 — Segments
The Company operates as
The CODM function is regularly provided with
the following significant segment expenses. Significant expenses include research and development and general and administrative expenses,
which are each separately presented in the Company’s condensed consolidated statements of operations. The CODM reviews significant
expenses within both the research and development and the general and administrative categories. Other segment items within net loss include
interest expense, loss on change in fair value of convertible notes, gain on change in fair value of warrant liabilities, loss on disposal
of digital assets, gain on extinguishment of PPP loan, financing costs and other income.
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Research personnel compensation costs, including stock-based compensation | $ | $ | $ | $ | ||||||||||||
| Contract research organization and regulatory costs | ||||||||||||||||
| Administrative personnel compensation costs, including stock-based compensation | ||||||||||||||||
| Rent and office costs | ||||||||||||||||
| Legal and accounting costs | ||||||||||||||||
| Other expenses (1) | ||||||||||||||||
| Total segment expenses | ||||||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income (expense): | ||||||||||||||||
| Loss on change in the fair value of convertible notes | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Gain on change in fair value of warrant liabilities | ||||||||||||||||
| Loss on disposal of digital assets | ( |
) | ||||||||||||||
| Interest expense (including related parties amounts of $ |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Gain on extinguishment of PPP loan | ||||||||||||||||
| Financing costs | ( |
) | ( |
) | ||||||||||||
| Other income | ||||||||||||||||
| Total other expense, net | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| (1) |
|
The Company has no significant long-lived assets recognized on the condensed consolidated balance sheets. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.
27
Note 13 — Subsequent Events
The Company has evaluated its subsequent events as of June 30, 2026, through the date these condensed consolidated financial statements were issued and has determined that there are no subsequent events requiring disclosure in these condensed consolidated financial statements other than the items noted below.
Common Stock
As disclosed in Note 1 —
Organization, Description of Business, Going Concern and Significant Risks and Uncertainties, the Company effected a
During July 2026, the Company issued
Warrant Amendment
On August 12, 2026, the Company’s Board
of Directors approved an amendment to the warrant conversion price related to the August Reverse Stock Split. Prior to the Company’s
August Reverse Stock Split, the Company had
G3 Acquisition Term Sheet
On July 2, 2026, the Company entered into a non-binding term sheet with a privately held commercial-stage health diagnostics and toxicology testing company regarding a proposed acquisition. The proposed transaction is subject to the completion of due diligence, negotiation and execution of definitive agreements, receipt of required stockholder, stock exchange, regulatory and third-party approvals, completion of contemplated debt conversions, receipt of audited financial statements of the target company, and other customary closing conditions.
The term sheet contemplates consideration consisting
of shares of the Company’s common stock equal to
Subsequent to signing the non-binding term sheet, the Company entered into an option agreement to acquire G3 on July 31, 2026, which superseded the abovementioned term sheet.
Changes in Directors and Executive Officers
Effective July 21, 2026, Jack Stover was appointed Executive Chairman and Chief Executive Officer and Ben Hwang was appointed President. On July 26, 2026, Mr. Hwang resigned from the Board while continuing to serve as President, and Liviu Goldenberg was appointed as an independent director.
Option Agreement to Acquire G3
On July 31, 2026, the Company entered into an
option agreement with certain stockholders of G3 Vision Labs Inc. (“G3”), pursuant to which the
Company obtained the right, but not the obligation, to acquire
The Company’s ability to exercise the
Call Option is subject to the satisfaction of various conditions, including the Company or G3 consummating, or obtaining
binding commitments for, one or more financings resulting in aggregate gross proceeds of at least $
28
As consideration for the Call Option, the Company
issued to the sellers an aggregate of
If the acquisition closes and 18 months following the closing, the required stockholder approval for conversion of the Series A Preferred Stock has not been obtained and the Company is unable or otherwise fails to deliver the common shares issuable upon conversion, each seller may elect to require the Company to redeem its Series A Preferred Stock for cash at an amount based on the then-current fair value of the underlying common stock. The Company is currently evaluating the appropriate accounting treatment for the Option Agreement and the related equity issuances. As of the date these condensed consolidated financial statements were issued, the Company had not completed its evaluation or determined the fair value of the consideration issued and, therefore, a reasonable estimate of the financial statement effect could not be made.
In connection with entering into the Option
Agreement, the Company was invoiced by its financial advisor for a cash success fee of $
As of the date these condensed consolidated financial statements were issued, the Company had not completed its evaluation of the recognition, classification and measurement of the Option Agreement consideration and related equity-denominated transaction costs and compensation. Accordingly, although certain contractual amounts are known, the Company had not determined the total financial statement effect of the Option Agreement and related transactions. As of the date these condensed consolidated financial statements were issued, the Call Option had not been exercised and the contemplated acquisition had not been completed.
Convertible Promissory Note – Related Party
On July 31, 2026, the Company entered into Amendment
No. 2 to the Note Modification and Conversion Agreement with NorthView Sponsor I, LLC. The amendment increased the beneficial
ownership limitation applicable to conversions under the note to
On August 12, 2026, NorthView Sponsor I, LLC
converted $
Reduction in Force
Subsequent to June 30, 2026, the Company implemented cost reduction measures designed to preserve liquidity and reduce operating expenses. These measures included a reduction in force that reduced the Company’s workforce from 11 employees to 5 employees.
Amendment No. 5 on the PIPE Subscription Agreement with Ascent
On August 12, 2026, the Company executed the
5th amendment to the Ascent Convertible Note Agreement for which the Company received an additional tranche of $
Issuance of Series A Preferred Stock upon Settlement of Liabilities
On August 18, 2026, the Company issued
Further, on August 19, 2026, the Company entered
into an exchange agreement with Ascent Partners Fund LLC pursuant to which the full balance of their convertible notes shall be exchanged
into shares of Series A Preferred Stock upon the exercise of the Company’s option under the Option Agreement. Pursuant to the exchange
agreement, the existing Ascent notes are expected to be exchanged for shares of Series A Preferred Stock at a rate of
29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis should be read in conjunction with our financial statements and accompanying notes included elsewhere in this report. Operating results are not necessarily indicative of results that may occur in future periods. This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.
Business Overview
We are a clinical-stage digital health and medical technology company focused on developing biosensing solutions to improve health outcomes for patients in a variety of different diseases and conditions. Our first product is Lumee Oxygen, which enables physicians to ascertain the extent of perfusion, or passage of blood through the circulatory system to an organ or tissue, in patients with Critical Limb Ischemia (“CLI”) both during and after endovascular revascularization procedures. Lumee Oxygen received regulatory approval in Europe through the attainment of a CE mark which subsequently lapsed in 2020. The Company is working to obtain a renewed CE Mark for commercialization in Europe in order to generate revenues in 2027. In addition, prior to commercialization in the U.S., Lumee Oxygen must obtain FDA clearance or approval.
The latest version of Lumee Oxygen is called Wireless Lumee Oxygen System. It has multiple components, one of which is a microsensor that is injected into the tissue of the patient using a hypodermic needle. The sensor is designed so it does not need to be removed as it overcomes the foreign body response that usually inhibits the ability of permanent implants to function. The sensor contains no electronics, utilizing luminescence to send a light signal to a reader that is placed over the incision site, which in turn can send a signal to an app on a smartphone. This system targets diabetics and pre-diabetics to allow them real-time access to their glucose data, at a price point that our management thinks is comparable or lower to existing systems.
In 2024, we started to sell our oxygen sensor for research use only applications, namely animal models and in vitro testing. Management is targeting the European market (those jurisdictions that accept CE mark) for early launch for both Lumee Oxygen and Lumee Glucose. Lumee Oxygen’s launch in Europe occurred in 2023 and Lumee Glucose launch is expected to occur in 2026, subject to regulatory approval. We have access to key opinion leaders (“KOLs”) in both Europe and the United States, who deal with peripheral arterial disease (“PAD”) and CLI.
We will sell directly to facilities based on the endorsement of these KOLs. In Germany, Austria and France, some KOLs have already used Lumee Oxygen on a trial basis. We have worked with reimbursement consultants to develop potential Category I Current Procedural Terminology (“CPT”) codes for Lumee Oxygen use. Additionally, we have entered into commercial and clinical collaboration agreements with practitioners and hospital departments in Austria, Belgium and France.
30
Regarding Lumee Glucose, if and when we obtain marketing authorization, we plan to embark on a dual strategy of both direct to hospital sales, for our professional-use and personal-use CGM product, and direct to pharmacy sales for our personal use product only, thereby maximizing flexibility for the consumer. By aiming for coverage under a user’s pharmacy benefit, we believe we can diversify our user base, while accounting for any risk related to unlikely delay of attainment of a category I CPT code for sensor insertion. We feel a difference between other insertable or implantable CGMs and Lumee Glucose, is that the latter can be simply inserted with a hypodermic needle and does not require a surgical implantation, similar to how pharmacists use these needles to administer flu shots and other vaccines. At the same time, physicians can still leverage existing CPT codes related to interpretation of CGM data and we have, in parallel, initiated steps for CPT codes related to our sensor insertion. We will target both public and private payors for coverage.
Since our launch, we have devoted significantly all of our resources to research and development, as well as all clinical study activities related but not limited to Lumee Oxygen, Lumee Glucose and prototypes for sensors of at least eight other analytes. We have also invested, on a smaller scale, in making sales of Lumee Oxygen for research- use only clients, which include entities working with animal models. Furthermore, we also performed research and development under government grants.
Significant Risks and Uncertainties
The Company operates in a dynamic and highly competitive industry and believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows: ability to obtain future financing; advances and trends in new technologies and industry standards; results of clinical trials; regulatory approval and market acceptance of the Company’s products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth.
Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the products will receive the necessary approvals. If the Company is denied approval, approval is delayed or the Company is unable to maintain approval, it could have a materially adverse impact on the Company.
The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. As of June 30, 2026, the Company may be required to seek additional equity or debt financing to commercialize its products. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of, or eliminate one or more of its research or development programs which would materially and adversely affect its business, financial condition and results of operations.
31
Recent Developments
Inflation, Monetary Response, and Economic Impacts
The world economy is experiencing stubbornly high inflation, a challenge not faced for decades. Following the global financial crisis, with inflationary pressures muted, interest rates were extremely low for years and investors became accustomed to low volatility. The resulting easing of financial conditions supported economic growth, but it also contributed to a buildup of financial vulnerabilities. With inflation at multi-decade highs, monetary authorities in advanced economies are accelerating the pace of policy normalization. Policymakers have continued to tighten policy against a backdrop of rising inflation and currency pressures, albeit with notable differences across regions. Global financial conditions have tightened notably this year, leading to capital outflows. Amid heightened economic and geopolitical uncertainties, investors have aggressively pulled back from risk-taking and adjusted their investment preferences generally. Key gauges of systemic risk, such as higher dollar funding costs and counterparty credit spreads, have risen. There is a risk of a disorderly tightening of financial conditions that may be amplified by vulnerabilities built over the years.
In addition, our business, growth, financial condition or results of operations could be materially adversely affected by instability or changes in a country’s or region’s economic conditions; inflation; changes in laws or regulations or in the interpretation of existing laws or regulations, whether caused by a change in government or otherwise; increased difficulty of conducting business in a country or region due to actual or potential political or military conflict; or action by the U.S. or foreign governments that may restrict our ability to transact business in a foreign country or with certain foreign individuals or entities. A possible slowdown in global trade caused by increasing tariffs or other restrictions could decrease consumer or corporate confidence and reduce consumer, government and corporate spending in countries inside or outside the U.S., which could adversely affect our operations. Climate-related events, including extreme weather events and natural disasters and their effect on critical infrastructure in the U.S. or internationally, could have similar adverse effects on our operations, users, or third-party suppliers.
Nasdaq Continued Listing
On September 11, 2025, Nasdaq notified us that we were not in compliance with the Minimum Bid Price Requirement and the MVLS Requirement and provided us with an initial 180-day compliance period, or until March 10, 2026, to regain compliance. On October 27, 2025, Nasdaq further notified us that our market value of publicly held shares had been below the Market Value Requirement for the prior 30 consecutive business days and provided us with an initial 180-day compliance period, or until April 27, 2026, to regain compliance with the requirement.
On March 11, 2026, Nasdaq notified us that we had not regained compliance with the Minimum Bid Price Requirement or the MVLS Requirement by the March 10, 2026 deadline and that our securities were therefore subject to delisting from The Nasdaq Global Market on those bases. We appealed that determination and appeared before the Nasdaq Hearings Panel on April 21, 2026. On April 28, 2026, Nasdaq also notified us that we had not regained compliance with the MVPHS Requirement by the April 27, 2026 deadline, that this constituted an additional basis for delisting, and that the Nasdaq Hearings Panel would consider this deficiency in connection with its decision; we submitted our response within the required timeframe.
On May 6, 2026, Nasdaq notified us that the Nasdaq Hearings Panel had granted our request for continued listing on Nasdaq subject to certain conditions. As a condition to the exception, we were required to file an application to transfer our listing to The Nasdaq Capital Market by May 11, 2026, obtain stockholder approval for a reverse stock split by June 23, 2026, and demonstrate compliance with the minimum bid price requirement and Nasdaq’s stockholders’ equity requirement by July 20, 2026. On July 10, 2026, Nasdaq approved our requested extension to demonstrate compliance by July 31, 2026. We were also required to promptly notify the Panel of any significant events during the exception period that could affect our compliance, and the Panel reserved the right to reconsider the terms of the exception if it determined continued listing was inadvisable or unwarranted. On May 13, 2026, we received Nasdaq’s notice confirming the transfer to The Nasdaq Capital Market, effective on May 15, 2026.
We legally issued shares of our common stock and Series A Non-Voting Convertible Preferred Stock pursuant to the Option Agreement described in Note 13 on July 31, 2026, and there are no remaining conditions that would affect the recognition of the issued equity. Therefore, we believe that as of July 31, 2026, we had at least $2.5 million of stockholders’ equity as required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), which represents an alternative continued listing standard to the $35.0 million market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2). As of the date these condensed consolidated financial statements were issued, we are awaiting formal confirmation from Nasdaq that we have demonstrated compliance with the applicable continued listing requirement.
32
There can be no assurance that we will timely satisfy the remaining conditions or otherwise maintain compliance with Nasdaq’s continued listing standards. If we do not timely regain compliance with the applicable Nasdaq listing requirements, Nasdaq may commence delisting proceedings, suspend trading of our securities, or otherwise take action that could result in the removal of our securities from Nasdaq. Any such event could materially and adversely affect the liquidity and market price of our securities, limit our ability to raise capital, and adversely affect our business, financial condition, and results of operations.
Reverse Stock Splits
On August 17, 2026, we effected a 1-for-4 reverse stock split of our common stock (the “August Reverse Stock Split”). The August Reverse Stock Split did not change the par value of common stock, which remained $0.0001 per share, or the authorized number of shares of common stock. No fractional shares were issued in connection with the August Reverse Stock Split.
On July 7, 2026, we effected a 1-for-25 reverse stock split of our common stock (the “July Reverse Stock Split”). The July Reverse Stock Split did not change the par value of common stock, which remained $0.0001 per share, or the authorized number of shares of common stock. No fractional shares were issued in connection with the July Reverse Stock Split.
On February 9, 2026, we effected a 1-for-75 reverse stock split of our common stock (the “February Reverse Stock Split”). The February Reverse Stock Split did not change the par value of common stock, which remained $0.0001 per share, or the authorized number of shares of common stock. No fractional shares were issued in connection with the February Reverse Stock Split.
The August Reverse Stock Split, July Reverse Stock Split, and the February Reverse Stock Split are collectively referred to herein as the “Reverse Stock Splits.” All share and per share information has been retroactively adjusted to reflect the Reverse Stock Splits for all periods presented.
Mayo Clinic License Agreement
On February 11, 2026, we entered into a know-how License Agreement (the “License Agreement”) with Mayo Foundation for Medical Education and Research (“Mayo”), pursuant to which Mayo granted us an exclusive license to certain patent rights, which the parties plan to file for and obtain during the term of the License Agreement, and a non-exclusive license to specified know-how in the fields of continuous oxygen measurement and critical limb-threatening ischemia, with the right to sublicense such rights. Mayo retains customary reserved rights for educational, research and clinical programs of Mayo.
As consideration, beginning with the first commercial sale of a licensed product, we are required to pay royalties on net sales of licensed products in amounts that vary depending on the applicable field and intellectual property coverage. We are also obligated to make milestone payments upon the achievement of specified commercial, regulatory and clinical events.
In connection with the License Agreement, we will collaborate with Mayo to investigate high impact clinical applications of our technologies for new product development and commercialization.
The License Agreement contains customary provisions regarding confidentiality, representations, warranties, disclaimers and indemnifications, and termination rights. The term of the License Agreement extends for a period tied to the life of the licensed patent rights and a post-commercialization period, unless earlier terminated.
33
Paycheck Protection Program (“PPP”) Loan Forgiveness
We applied for loan forgiveness for the remaining PPP loan in December 2025. On February 11, 2026, we received approval for forgiveness from the Small Business Administration for the full $1.4 million principal loan balance. We recognized a gain on the extinguishment of the PPP Loan of $1.4 million within Gain on extinguishment of PPP loan on the condensed consolidated statements of operations during the six months ended June 30, 2026.
Sale of Digital Assets
On March 11, 2026, we made the determination to terminate our Bitcoin treasury reserve strategy in light of current market conditions and our capital allocation priorities. During the six months ended June 30, 2026, we sold 16.51 Bitcoins for an aggregate amount of $1.2 million, resulting in realized losses of $0.3 million.
Amendments on Related-party Convertible Promissory Note
On March 20, 2026, we entered into an amendment for our related-party promissory note to extend the maturity date from January 11, 2026 to December 31, 2026. On April 6, 2026, we amended the related party convertible promissory note to update the conversion price to $76.00 per share, as adjusted for the Reverse Stock Splits, and concurrently approved the potential conversion of the entire outstanding principal balance of $1.9 million. The agreement amendment was subsequently rescinded on April 7, 2026 and is voided. The contemplated conversion was not consummated, no conversion shares were issued and the entire outstanding principal balance remained outstanding.
On April 24, 2026, the Company entered into a Note Modification and Conversion Agreement with NorthView Sponsor I LLC, amending that certain Promissory Note to establish an outstanding non-interest-bearing principal balance of $1.9 million, retained the December 31, 2026 maturity date and provided the holder with the option to convert the outstanding principal into shares of the Company’s common stock. Subsequently, on April 29, 2026, the Company entered into Amendment No. 1 to the Note Modification and Conversion Agreement, adding a covenant that restricts the issuance of conversion shares in excess of 19.99% of the issued and outstanding common stock unless and until prior stockholder approval is obtained.
On July 31, 2026, we entered into Amendment No. 2 to the Note Modification and Conversion Agreement with NorthView Sponsor I LLC. The amendment increased the beneficial ownership limitation applicable to conversions under the note to 49.9% of our outstanding common stock following conversion and established the conversion price as the closing price of our common stock on July 31, 2026. The amendment also provides that the number of shares issuable upon conversion will equal 122% of the principal amount being converted divided by the conversion price. All other material terms of the agreement remain in effect.
On August 12, 2026, NorthView Sponsor I LLC converted $1.3 million of principal outstanding under the convertible Promissory Note – Related Party into 301,991 shares of our common stock at a conversion price of $4.28 per share.
Amendment No. 4 on the PIPE Subscription Agreement
On April 2, 2026, we entered into Amendment No. 4 to our PIPE Subscription Agreement and related Pledge Agreement with Ascent. Under Amendment No. 4, we may request funding with an aggregate principal amount of up to $12.2 million under the facility, subject to the terms and conditions of the amended agreements. The $12.2 million principal amount referenced in Amendment No. 4 represents the remaining available borrowing capacity under the existing Ascent PIPE financing arrangement and is not in addition to the original aggregate facility.
Amendment No. 4 also modified certain terms of the related Pledge Agreement, including revising the release condition to provide that the applicable release condition will be satisfied upon payment in full, whether in cash or through conversion, of an aggregate principal amount of $1.7 million of notes issued in the additional closings expected to occur on or shortly after April 2, 2026. In addition, we have agreed with Ascent that any mandatory prepayment amounts received under the notes will first be applied to obligations related to such additional notes and thereafter to certain previously issued secured convertible promissory notes.
In connection with the additional closing on April 2, 2026, we issued an Ascent PIPE Note with an aggregate principal amount of approximately $0.6 million. The note matures on April 2, 2027, bears interest at 12% per annum and is convertible into shares of our common stock, subject to the terms of the note. As consideration for Ascent’s participation in the April 2, 2026 additional closing, Ascent earned a warrant (“Ascent Warrant”) to purchase 11,111 shares of our common stock at an exercise price of $50.00 per share, as adjusted for the July and August Reverse Stock Splits. The Ascent Warrant was exercisable on a cash or cashless basis for a period of five years and was subject to a 9.99% beneficial ownership limitation and customary anti-dilution adjustments.
34
In connection with the additional closing on April 20, 2026, we issued an Ascent PIPE Note with an aggregate principal amount of approximately $1.1 million. The note matures on April 20, 2027, bears interest at 12% per annum and is convertible into shares of our common stock, subject to the terms of the note. In connection with the April 20, 2026 closing, we entered into a side letter agreement with Ascent pursuant to which Ascent waived certain defaults under the Purchase Agreement and we issued a replacement Ascent Warrant that replaced the warrant earned on April 2, 2026. The replacement warrant increased the number of shares issuable upon exercise from 11,111 shares to 33,333 shares, as adjusted for the July and August Reverse Stock Splits, retained an exercise price of $50.00 per share and is exercisable on a cash or cashless basis through April 20, 2031. We also agreed to provide Ascent with demand and piggyback registration rights with respect to the underlying shares.
In connection with the issuance of the replacement warrant, Ascent entered into a lock-up agreement, dated April 20, 2026, pursuant to which Ascent agreed not to transfer the shares underlying the replacement warrant for 120 days, expiring August 22, 2026, subject to customary exceptions. Any permitted transferee is required to execute a lock-up agreement on substantially similar terms.
On April 29, 2026, the Company and Ascent Partners Fund LLC entered into an amendment to an existing Warrant to Purchase Shares of common stock, which eliminated the provisions relating to the automatic conversion or assumption of the warrant in connection with Fundamental Transactions.
Warrant Amendment
On August 12, 2026, our Board of Directors approved an amendment to the warrant conversion price related to the August Reverse Stock Split. Prior to the August Reverse Stock Split, we had 17,404,250 outstanding Warrants (excluding the Ascent Warrants) to purchase 9,282 shares of our Common Stock, with each whole Warrant being exercisable under the Warrant Agreement to purchase one Warrant Share, with an exercise price of $21,562.50 per Warrant Share. After giving effect to the August Reverse Stock Split, these 17,404,250 Warrants will be exercisable for a total of 2,320 shares of Common Stock, with each whole Warrant exercisable to purchase 1/7,500th of a Warrant Share, and the exercise price shall be adjusted to $86,250.00 per whole Warrant Share. After giving effect to the August Reverse Stock Split, one Warrant Share will be issuable upon the exercise of 7,500 Warrants for an aggregate exercise price of $86,250.00. The impact of the August Reverse Stock Split on exercise price for the Ascent Warrants is discussed in “Amendment No. 5 on the PIPE Subscription Agreement” below.
Amendment No. 5 on the PIPE Subscription Agreement
On August 12, 2026, we executed the 5th amendment to the Ascent Convertible Note Agreement for which we received an additional tranche of $0.7 million on August 13, 2026, which bears interest at 7% per annum and matures on August 12, 2027. In connection with Amendment No. 5, we also amended the exercise price of the Ascent Warrants to $1.07 per share.
ELOC
During the six months ended June 30, 2026, approximately $2.9 million representing 93,020 shares of our common stock, as adjusted for the Reverse Stock Splits, were sold pursuant to the ELOC Purchase Agreement.
Proposed Bio Insights Acquisition
On April 1, 2026, we entered into a Letter of Intent (“LOI”) with Bio Insights LLC (“Seller” or “Bio Insights”) for the proposed acquisition of Bio Insight’s PanOmics Assay. On April 21, 2026, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Bio Insights, pursuant to which we agreed to acquire substantially all of the know-how assets related to Seller’s PanOmics Assay, an integrated NGS multi-omics analysis platform used in drug discovery and precision medicine (the “Purchased Assets”). The Purchased Assets include proprietary methodologies, data, processes, algorithms, software, databases, and related goodwill, but exclude patent rights and biological samples (which remain with Seller, subject to an exclusive sample access license granted to the Company).
The aggregate purchase price is $30.0 million payable through the issuance of Series A Convertible Preferred Stock (the “Preferred Stock”), convertible into common stock one year following issuance based on the closing trading price of the Company’s common stock on the date preceding closing. Issuance of the Preferred Stock and underlying conversion shares (collectively, the “Securities”) is subject to stockholder approval as required by Nasdaq Listing Rules 5635(a) and 5635(d). The Securities are subject to a five-year lock-up, with one-fourth released annually beginning on the first anniversary of issuance. Seller is also entitled to receive a royalty equal to 3% of net revenue from commercialization of the PanOmics Assay.
On May 22, 2026, the parties entered into a First Amendment to the Asset Purchase Agreement, which removed the provision requiring the Company to allocate 12% of fully diluted common stock to certain members of management. Stockholder approval was obtained on June 23, 2026 and it remains subject to other customary conditions.
The Asset Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions, including a five-year non-compete, 24-month transition assistance, and a voting agreement. The closing is subject to customary conditions which have not yet been satisfied. Either party may terminate if the closing has not occurred on or before September 30, 2026.
35
G3 Acquisition Term Sheet
On July 2, 2026, we entered into a non-binding term sheet regarding the proposed acquisition of a privately held commercial-stage health diagnostics and toxicology testing company. The proposed transaction remains subject to due diligence, negotiation and execution of definitive agreements, receipt of required stockholder, stock exchange, regulatory and third-party approvals, completion of contemplated debt conversions, receipt of audited financial statements of the target company, and other closing conditions. The contemplated transaction would include the issuance of common and non-voting convertible preferred stock, the proposed exchange of certain outstanding obligations for preferred stock, and approximately $7.0 million of financing at closing. The contemplated financing is not committed, remains subject to due diligence and definitive documentation, and has not been included as an available source of liquidity in our assessment of our ability to meet our obligations. There can be no assurance that definitive agreements will be executed or that the proposed transaction or related financing will be completed.
Subsequent to signing the non-binding term sheet, we entered into option agreement to acquire G3 on July 31, 2026, which superseded the abovementioned term sheet.
Option Agreement to Acquire G3
On July 31, 2026, we entered into an option agreement with certain stockholders of G3 Vision Labs Inc. (“G3”), pursuant to which we obtained the right, but not the obligation, to acquire 100% of the outstanding equity securities of G3. G3 owns all or substantially all of the equity securities of Med Screen Laboratories Inc., Dominion Diagnostics LLC and Acutis Diagnostics Inc. Our ability to exercise the option is subject to various conditions, including our or G3’s completion of, or receipt of binding commitments for, one or more financings resulting in aggregate gross proceeds of at least $30.0 million; the refinancing, repayment or other satisfaction of certain G3 indebtedness or receipt of applicable lender consents; receipt of required stockholder and Nasdaq approvals; continued listing of our common stock on Nasdaq; release of the sellers from certain obligations relating to indebtedness of the target companies; and execution of definitive acquisition documents. The option expires 90 days after the target companies provide us with specified audited and reviewed financial information.
As consideration for the grant of the option, we issued an aggregate of 50,280 shares of our common stock and 52,903.566 shares of Series A Non-Voting Convertible Preferred Stock. The Call Option consideration are not subject to a lock-up period but are subject to registration on a future Form S-1 which will be filed at the earliest commercial reasonable date. The issuance of these securities did not generate cash proceeds and has not been included as an available source of liquidity in our assessment of our ability to meet our obligations. If we exercise the option, the sellers will be entitled to receive an additional 53,918.113 shares of Series A preferred stock. The contemplated $30.0 million financing has not been completed, remains subject to binding commitments and other conditions, and has not been included as an available source of liquidity. There can be no assurance that the conditions to exercise the option will be satisfied, that the required financing will be obtained, or that the contemplated acquisition will be completed.
In connection with entering into the Option Agreement, we were invoiced by our financial advisor for a cash success fee of $0.6 million and 3,037.381 shares of Series A Non-Voting Convertible Preferred Stock. We also incurred transaction-related employee bonuses with an aggregate contractual amount of $2.6 million, consisting of $0.4 million payable in cash and $2.2 million payable in equity awards. We also incurred legal and other professional fees, for which the amount is being finalized.
Changes in Directors and Executive Officers
Effective July 21, 2026, Jack Stover was appointed Executive Chairman and Chief Executive Officer and Ben Hwang was appointed President. On July 26, 2026, Mr. Hwang resigned from the Board while continuing to serve as President, and Liviu Goldenberg was appointed as an independent director.
Reduction in Force
Subsequent to June 30, 2026, we implemented cost reduction measures designed to preserve our liquidity and reduce operating expenses. These measures included a reduction in force that reduced our workforce from 11 employees to 5 employees.
Principles of Accounting and Consolidation
The accompanying condensed consolidated financial statements have been prepared in conformity with GAAP and pursuant to applicable rules and regulations of the SEC and include all adjustments necessary for the fair presentation of our financial position as of June 30, 2026 and 2025 and the results of operations and cash flows for the periods then ended. The accompanying condensed consolidated financial statements include the accounts of Profusa Inc. and its wholly owned subsidiary, Profusa Asia Pacific Pte. Ltd (“APAC”). All intercompany balances and transactions have been eliminated in consolidation.
36
Components of Results of Operations
Research and Development Expenses
Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock-based compensation, costs of consulting, supplies, depreciation and amortization and allocations of facility-related expenses. We expect our research and development expenses to increase as we increase staffing to support product development, continue our clinical trials, build prototypes, and continue to explore and develop next generation technologies.
General and Administrative Expenses
General and administrative expenses consist of personnel expenses, including salaries, benefits, and stock-based compensation, related to executive management, finance, legal, human resource functions, and business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including merger transaction costs incurred, allocated facility-related expenses and information technology costs.
Loss on Change in the Fair Value of Convertible Notes
We elected to apply the fair value option to account for (i) the convertible notes issued between June 2023 and March 2024 (the “Tasly Convertible Note”), (ii) the Ascent PIPE Notes and (iii) the Northview Sponsor working capital promissory note. Loss on change in the fair value of convertible notes comprise of the change in fair value of the Company’s convertible notes and its related accrued interest on the convertible notes. These abovementioned notes were recorded at fair value at inception and are subject to remeasurement to fair value at each balance sheet date, with the change in fair value reflected in our condensed consolidated statements of operations.
Gain on Change in Fair Value of Warrant Liabilities
The change in fair value of our private and representatives warrant liabilities that we acquired as a result of our Business Combination and the change in fair value of our Ascent Warrants are reflected in this financial statement line item.
Loss on Disposal of Digital Assets
The change in fair value of Bitcoins that we held during the respective periods is reflected in this financial statement line item.
Interest Expense
Interest expense consists primarily of the interest on our convertible senior notes, promissory notes, and PPP Loan.
Gain on Extinguishment of PPP Loan
The gain on the extinguishment of our PPP loan is reflected in this financial statement line item.
Financing Costs
Financing costs consists of costs in relation to our forward share issuance, issuance of shares under the ELOC Purchase Agreement and noncash warrant issuance expense related to the Ascent Warrants.
Other Income
Other income consists primarily of interest income earned from our operating cash account and a short-term sublease of a portion of our facilities.
37
Results of Operations
Comparison of the three months ended June 30, 2026 and 2025
The following table sets forth our condensed consolidated statements of operations for the three months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, |
Change | |||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | $ | 823 | $ | 393 | $ | 430 | 109 | % | ||||||||
| General and administrative | 1,722 | 610 | 1,112 | 182 | % | |||||||||||
| Total operating expenses | 2,545 | 1,003 | 1,542 | 154 | % | |||||||||||
| Loss from operations | (2,545 | ) | (1,003 | ) | (1,542 | ) | 154 | % | ||||||||
| Other income (expenses) | ||||||||||||||||
| Loss on change in the fair value of convertible notes | (4,251 | ) | (153 | ) | (4,098 | ) | 2678 | % | ||||||||
| Gain on change in fair value of warrant liabilities | 418 | — | 418 | — | % | |||||||||||
| Interest expense (including related parties amounts of $5 and $533 for the three months ended June 30, 2026 and 2025, respectively) | (21 | ) | (1,193 | ) | 1,172 | (98 | )% | |||||||||
| Financing costs | (2,410 | ) | — | (2,410 | ) | — | % | |||||||||
| Other income | 54 | 1 | 53 | 5300 | % | |||||||||||
| Total other expense, net | (6,210 | ) | (1,345 | ) | (4,865 | ) | 362 | % | ||||||||
| Net loss | $ | (8,755 | ) | $ | (2,348 | ) | $ | (6,407 | ) | 273 | % | |||||
Research and Development – Research and development expenses increased by $0.4 million, or 109%, to $0.8 million during the three months ended June 30, 2026 from $0.4 million during the three months ended June 30, 2025. The increase was driven primarily by the increase in regulatory and contract research organization (“CRO”) costs of $0.4 million, which is in line with our focus on research and development to complete device functionality and reach the point of commercialization in the near future.
General and Administrative – General and administrative expenses increased by $1.1 million, or 182%, to $1.7 million during the three months ended June 30, 2026 from $0.6 million during the three months ended June 30, 2025. The increase was driven primarily by an increase in legal, accounting and other third party professional services of $0.7 million, personnel costs of $0.3 million, and an increase to insurance fees of $0.1 million.
Loss on Change in the Fair Value of Convertible Notes – Loss on change in the fair value of convertible notes increased by $4.1 million, or 2,678%, to $4.3 million during the three months ended June 30, 2026 from a loss of $0.2 million during the three months ended June 30, 2025. The loss recognized during the three months ended June 30, 2026 was primarily driven by the losses on the remeasurement of the NVAC Convertible Promissory Note of $0.2 million and the losses on the remeasurement of the Ascent PIPE Notes of approximately $3.9 million. During the three months ended June 30, 2025, the entirety of the loss on change in the fair value of convertible notes was due to the remeasurement of the Tasly Convertible Note.
Gain on Change in Fair Value of Warrant Liabilities – Gain on change in the fair value of warrant liabilities was $0.4 million during the three months ended June 30, 2026 primarily due to the decline in our stock price during the same period. The change in fair value of warrant liabilities reflects the remeasurement impact of the Ascent Warrant when it was modified on April 29, 2026 to remove a cash settlement provision pursuant to the warrant agreement and the remeasurement of our existing private and representative’s warrant liabilities acquired as a result of the Business Combination.
Interest Expense – Interest expense decreased by $1.2 million, or 98%, to less than $0.1 million during the three months ended June 30, 2026, from $1.2 million during the three months ended June 30, 2025. The decrease was primarily due to the conversion of the entirety of our junior convertible debt and a significant portion of our convertible senior notes at the closing of our Business Combination.
38
Financing Costs – Increased by $2.4 million due to $2.2 million of Ascent Warrant issuance expense, $0.1 million from the loss on settlement of forward share issuance contract, with the remaining increase related to the issuance of shares under the ELOC Purchase Agreement during the three months ended June 30, 2026.
Other Income – Other income increased by $0.1 million, or 5,300%, during the three months ended June 30, 2026 primarily due to sublease income recognized during the period.
Comparison of the six months ended June 30, 2026 and 2025
The following table sets forth our condensed consolidated statements of operations for the six months ended June 30, 2026 and 2025 (in thousands):
| Six Months Ended June 30, | Change | |||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | $ | 1,969 | $ | 827 | $ | 1,142 | 138 | % | ||||||||
| General and administrative | 4,582 | 1,600 | 2,982 | 186 | % | |||||||||||
| Total operating expenses | 6,551 | 2,427 | 4,124 | 170 | % | |||||||||||
| Loss from operations | (6,551 | ) | (2,427 | ) | (4,124 | ) | 170 | % | ||||||||
| Other income (expenses) | ||||||||||||||||
| Loss on change in the fair value of convertible notes | (5,048 | ) | (309 | ) | (4,739 | ) | 1534 | % | ||||||||
| Gain on change in fair value of warrant liabilities | 676 | — | 676 | — | % | |||||||||||
| Loss on disposal of digital assets | (295 | ) | — | (295 | ) | — | % | |||||||||
| Interest expense (including related parties amounts of $10 and $1,142 for the six months ended June 30, 2026 and 2025, respectively) | (39 | ) | (2,328 | ) | 2,289 | (98 | )% | |||||||||
| Gain on extinguishment of PPP loan | 1,391 | — | 1,391 | — | % | |||||||||||
| Financing costs | (2,470 | ) | — | (2,470 | ) | — | % | |||||||||
| Other income | 125 | — | 125 | — | % | |||||||||||
| Total other expense, net | (5,660 | ) | (2,637 | ) | (3,023 | ) | 115 | % | ||||||||
| Net loss | $ | (12,211 | ) | $ | (5,064 | ) | $ | (7,147 | ) | 141 | % | |||||
Research and Development – Research and development expenses increased by $1.1 million, or 138%, to $2.0 million during the six months ended June 30, 2026 from $0.8 million during the six months ended June 30, 2025. The increase was driven primarily by the increase in regulatory and contract research organization (“CRO”) costs of $1.1 million, which is in line with our focus on research and development to complete device functionality and reach the point of commercialization in the near future.
General and Administrative – General and administrative expenses increased by $3.0 million, or 186%, to $4.6 million during the six months ended June 30, 2026 from $1.6 million during the six months ended June 30, 2025. The increase was primarily driven by an increase in legal, accounting and other third party professional services of $1.8 million, personnel costs of $0.6 million, and an increase to insurance fees of $0.4 million.
Loss on Change in the Fair Value of Convertible Notes – Loss on change in the fair value of convertible notes increased by $4.7 million, or 1,534%, to $5.0 million during the six months ended June 30, 2026 from a loss of $0.3 million during the six months ended June 30, 2025. The loss recognized during the six months ended June 30, 2026 was primarily driven by the losses on the remeasurement of the NVAC Convertible Promissory Note of $0.2 million and the losses on the remeasurement of the Ascent PIPE Notes of approximately $4.5 million. During the six months ended June 30, 2025, the entirety of the loss on change in the fair value of convertible notes was due to the remeasurement of the Tasly Convertible Note.
39
Gain on Change in Fair Value of Warrant Liabilities – Gain on change in the fair value of warrant liabilities was $0.7 million during the six months ended June 30, 2026 due to the decline in our stock price during the same period. The change in fair value of warrant liabilities reflects the remeasurement impact of the Ascent Warrant when it was modified on April 29, 2026 to remove a cash settlement provision pursuant to the warrant agreement and the remeasurement of our existing private and representative’s warrant liabilities acquired as a result of the Business Combination.
Loss on Disposal of Digital Assets – Loss on disposal of digital assets was $0.3 million during the six months ended June 30, 2026. We did not have any Bitcoin during the six months ended June 30, 2025.
Interest Expense – Interest expense decreased by $2.3 million, or 98%, to $39 thousand during the six months ended June 30, 2026, from $2.3 million during the six months ended June 30, 2025. The decrease was primarily due to the conversion of the entirety of our junior convertible debt and a significant portion of our convertible senior notes at the closing of our Business Combination.
Gain on extinguishment of PPP loan – We recorded gain on extinguishment of PPP loan of $1.4 million due to the forgiveness of our PPP loan during the six months ended June 30, 2026.
Financing Costs – We recorded $2.5 million of financing costs due to $2.2 million of Ascent Warrant issuance expense, $0.1 million from the loss on settlement of forward share issuance contract, with the remaining increase related to the issuance of shares under the ELOC Purchase Agreement during the six months ended June 30, 2026.
Other Income – Other income increased by $0.1 million during the six months ended June 30, 2026 primarily due to sublease income recognized during the period.
Liquidity and Capital Resources
Sources of Liquidity
Since inception, we have incurred recurring annual losses from operations, and we expect to continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations. For the six months ended June 30, 2026 and 2025, we incurred a net loss of $12.2 million and $5.1 million, respectively. During the six months ended June 30, 2026 and 2025, we have used $5.2 million and $1.1 million, respectively, of cash in our operating activities. We have $14.0 million of convertible notes, convertible loans payable, promissory notes, other debts and interest due within twelve months from June 30, 2026.
We have been able to finance our operations primarily with the proceeds from the issuance of equity and debt instruments. For the six months ended June 30, 2026, we obtained net cash from financing activities of $3.1 million, compared to $1.0 million for the same period during 2025. We held cash of $0.7 million and $1.8 million as of June 30, 2026 and December 31, 2025, respectively. Additional funds may be necessary to maintain current operations and will be required for successful product commercialization efforts. Conditions exist that raise substantial doubt about our ability to continue as a going concern within one year from the date the condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 are issued.
Our condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have reviewed the relevant conditions and events surrounding its ability to continue as a going concern including among others: historical losses, projected future results, cash requirements for the upcoming year, funding capacity, net working capital, total stockholders’ deficit and future access to capital.
40
It is our expectation to continue to make substantial investments in building our European and United States commercial infrastructure and enhancing existing products and developing new ones. Furthermore, we aim to continue discussions with potential partners in Asia.
We expect that we will require additional financing to fund our operations and planned growth. We may seek to raise any additional capital through equity offerings or debt financings, additional credit or loan facilities or a combination of one or more of these funding sources. In the scenario that we are unable to acquire sufficient financing or financing on terms satisfactory to our management or Board of Directors, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, financial condition and results of operations could be materially adversely affected. As of and for the three and six months ended June 30, 2026, there continue to be factors which raise substantial doubt about our ability to continue as a going concern.
Long-Term Liquidity Requirements
We expect our cash on hand, remaining borrowing capacity from the PIPE Investment, proceeds from the ELOC and Ascent PIPE Notes will provide sufficient funding to support initial commercial operations. Until we generate sufficient operating cash flow to cover our operating expenses, working capital needs and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financing to fund any future capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities may have rights, preferences, and privileges senior to those of common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets are currently experiencing, and may continue to experience in the future, periods of upheaval that could impact the availability and cost of equity and debt financing.
Our principal uses of cash in recent periods have been funding our research and development activities, legal and bank transaction fees, and other personnel cost. Near-term capital requirements through June 30, 2027 leading to and supporting initial commercialization are estimated to total approximately $21.6 million and include further research and development to enable us to obtain the required regulatory approvals, manufacturing, commercialization and wide-scale marketing for our Lumee Oxygen and Lumee Glucose devices. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from our customers, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts. In the future, we may enter into arrangements to acquire or invest in complementary businesses, products, and technologies. For any periods after the twelve months subsequent to the filing of these financial statements as of June 30, 2026, we may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on acceptable terms or at all. If we are unable to raise additional capital or generate cash flows necessary to continue our research and development and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition. If adequate funds are not available, we may need to reconsider our production investments, the pace of our production ramp-up, expansion plans or limit our research and development activities, which could have a material adverse impact on our business prospects and results of operations.
41
Cash Flow Summary
The following table summarizes our cash flows for the periods presented (in thousands):
| Six Months Ended June 30, | ||||||||||||
| 2026 | 2025 | Change | ||||||||||
| Net cash provided by (used in): | ||||||||||||
| Operating activities | $ | (5,208 | ) | $ | (1,126 | ) | $ | (4,082 | ) | |||
| Investing activities | 1,072 | — | 1,072 | |||||||||
| Financing activities | 3,077 | 974 | 2,103 | |||||||||
| Net decrease in cash | $ | (1,059 | ) | $ | (152 | ) | $ | (907 | ) | |||
Operating Activities
Cash used in operating activities for the six months ended June 30, 2026 of $5.2 million was primarily driven by our net loss of $12.2 million, adjusted for non-cash charges of $5.9 million and net cash inflows of $1.1 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of non-cash gain on extinguishment of our PPP loan of $1.4 million, loss on fair value of convertible notes of $5.0 million, stock-based compensation of $0.4 million, the loss on the disposal of digital assets of $0.3 million, gain on change in fair value of warrant liabilities of $0.7 million, and the warrant issuance expense of $2.2 million. The main driver of the cash inflows from the changes in operating assets and liabilities was primarily related to an increase in accounts payable of $0.5 million and an increase in prepaid expenses and other current assets of $0.4 million.
Investing Activities
Cash provided by investing activities was $1.1 million for the six months ended June 30, 2026, which was primarily due to the sale of our Bitcoins. We did not have any investing activities in the six months ended June 30, 2025.
Financing Activities
Cash provided by financing activities was $3.1 million for the six months ended June 30, 2026, which consisted primarily of proceeds from the issuance of ELOC of $2.9 million, proceeds from the issuance of PIPE notes of 1.5 million, offset by the repayment of borrowings of $1.3 million.
Cash provided by financing activities was $1.0 million for the six months ended June 30, 2025, which consisted primarily of proceeds from the issuance of convertible senior notes of $1.5 million, offset by our payment of deferred offering costs of $0.5 million.
Contractual Obligations
The following table summarizes our contractual obligations as of June 30, 2026, and the years in which these obligations are due (in thousands):
| Remaining six months of 2026 |
2027 | Total | ||||||||||
| Tasly convertible note - related party | $ | 2,629 | $ | — | $ | 2,629 | ||||||
| Convertible promissory note - related party | 2,114 | — | 2,114 | |||||||||
| Convertible loans payable | — | 8,162 | 8,162 | |||||||||
| Convertible senior notes | 45 | — | 45 | |||||||||
| Promissory notes | 1,054 | — | 1,054 | |||||||||
| Total contractual obligations | $ | 5,842 | $ | 8,162 | $ | 14,004 | ||||||
42
Critical Accounting Estimates
The accounting policies that we consider to be our most critical, that require our most subjective or complex judgments, are summarized in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” in our Annual Report on the Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026. There have been no material changes to our critical accounting policies and significant estimates during the six months ended June 30, 2026.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management evaluated, with the participation of our principal executive officer and principal financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of June 30, 2026, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of June 30, 2026, our internal controls over financial reporting were not effective due to the material weaknesses in internal control over financial reporting described below. As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, we identified material weaknesses in our internal control over financial reporting. As of June 30, 2026, these material weaknesses have not been remediated.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
43
Management’s Report on Internal Controls Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Certifying Officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2026, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Based on that evaluation, our Certifying Officers have concluded that, as of June 30, 2026, our internal controls over financial reporting were not effective due to the material weaknesses in internal control over financial reporting described below:
| (i) | segregation of duties in the financial statement close process, |
| (ii) | lack of review controls and expertise to ensure accurate valuations and accounting of financial instruments, and |
| (iii) | lack of technical accounting expertise and internal controls to ensure accurate preparation of its financial statements in accordance with GAAP including complex debt and equity instruments. |
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the six months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting, other than as described above.
44
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently subject to any material legal proceedings.
Item 1A. Risk Factors.
Other than as set forth below, there have been no material changes from the risk factors previously discussed in “Part I, Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (File No. 001-41177) filed with the SEC on April 15, 2026 and in the section titled “Risk Factors” in the Company’s Registration Statement on Form S-1 (File No. 333-295364) effective as of May 4, 2026.
Risks Related to Our Proposed Acquisitions and Strategic Transactions
Our proposed acquisition of G3 Vision Labs Inc. and its subsidiaries is subject to numerous conditions and may not be completed on the terms currently contemplated, or at all.
On July 31, 2026, we entered into an option agreement with certain stockholders of G3 Vision Labs Inc. (“G3”) pursuant to which we obtained the right, but not the obligation, to acquire 100% of the outstanding equity securities of G3. G3 owns all or substantially all of the equity securities of Med Screen Laboratories Inc., Dominion Diagnostics LLC and Acutis Diagnostics Inc. Our ability to exercise the option and complete the contemplated acquisition is subject to numerous conditions, including: (i) consummating, or obtaining binding commitments for, one or more financings resulting in aggregate gross proceeds of at least $30.0 million; (ii) the refinancing, repayment or other satisfaction of certain G3 indebtedness or receipt of applicable lender consents; (iii) receipt of certain stockholder and Nasdaq approvals; (iv) continued listing of our common stock on Nasdaq; (v) release of the sellers from certain obligations relating to indebtedness of the target companies; and (vi) execution of definitive acquisition documents. The option expires 90 days after the target companies provide us with specified audited and reviewed financial information. There can be no assurance that we will satisfy these conditions within the required timeframes, if at all. Even if we satisfy the conditions to exercise the option, the contemplated acquisition may not be completed due to factors outside our control, including our failure to obtain necessary financing on acceptable terms or third-party consents. If the acquisition is not completed, we will not realize the anticipated benefits, will have incurred significant transaction costs, and will have issued 201,120 shares of common stock and 52,903.566 shares of Series A Non-Voting Convertible Preferred Stock to the sellers without acquiring the target companies. In addition, the announcement of the proposed transaction may cause disruption to our business and divert management attention from our ongoing operations.
We may be unable to successfully integrate G3 and its subsidiaries or realize the anticipated benefits of the acquisition.
If we complete the acquisition of G3, we will face significant challenges integrating G3’s operations, technologies, and personnel with our existing business. The success of the acquisition will depend, in part, on our ability to realize the anticipated benefits and synergies from combining the businesses. We may be unable to successfully integrate G3’s operations, technologies, and personnel in a timely manner, or at all. The integration process may disrupt our ongoing business and divert management resources, and we may encounter unexpected costs, liabilities, or delays. G3 and its subsidiaries operate in the health diagnostics and toxicology testing market, which is different from our current biosensing focus, and we have limited experience operating in this market. We may face difficulties retaining key employees, customers, or suppliers of G3. If we fail to successfully integrate G3, or if the integration takes longer or costs more than anticipated, our business, financial condition, and results of operations could be materially adversely affected, and we may not achieve the anticipated benefits of the acquisition. Any future acquisitions could present a number of risks, including: the risk of using management time and resources to pursue acquisitions that are not successfully completed; the risk of incorrect assumptions regarding the future results of acquired operations; the risk of failing to integrate the operations or management of any acquired operations or assets successfully and timely; and the risk of diversion of management’s attention from existing operations or other priorities.
Holders of our Series A Non-Voting Convertible Preferred Stock may experience significant dilution upon conversion, and we may be required to redeem such shares for cash if stockholder approval for conversion is not obtained.
In connection with the Option Agreement, we issued an aggregate of 52,903.566 shares of Series A Non-Voting Convertible Preferred Stock to the sellers and 3,037.381 shares of Series A Non-Voting Convertible Preferred Stock to our financial advisor. Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock following receipt of required stockholder approval, subject to certain beneficial ownership limitations. If stockholder approval is obtained and all outstanding Series A Preferred Stock is converted, approximately 55.9 million shares of common stock would be issuable, which would result in substantial dilution to our existing stockholders. Furthermore, if we exercise the option to acquire G3, the sellers will be entitled to receive an additional 53,918.113 shares of Series A Preferred Stock, which would be convertible into an additional approximately 53.9 million shares of common stock upon stockholder approval. Prior to receipt of any applicable stockholder approval, the Series A Preferred Stock shall not be convertible into more than 19.99% of the number of shares of common stock outstanding immediately prior to the closing date, in accordance with Nasdaq Listing Rules. In addition, if the acquisition closes and, 18 months following closing, the required stockholder approval for conversion has not been obtained and we are unable or otherwise fail to deliver the common shares issuable upon conversion, each seller may elect to require us to redeem its Series A Preferred Stock for cash at an amount based on the then-current fair value of the underlying common stock. We may not have sufficient funds available to satisfy any such redemption obligation, and such redemption could have a material adverse effect on our liquidity and financial condition.
45
Risks Related to Our Management and Personnel
We recently experienced significant changes in our executive leadership, and the transition may disrupt our business.
In connection with the proposed acquisition contemplated by the non-binding term sheet, effective July 21, 2026, Jack Stover was appointed Executive Chairman and Chief Executive Officer and Ben Hwang was appointed President. On July 26, 2026, Mr. Hwang resigned from the Board of Directors while continuing to serve as President, and Liviu Goldenberg was appointed as an independent director. From time to time, our executive management team may change from the hiring or departure of executives, which could disrupt our business. These leadership changes may result in disruption to our business and operations as our new executives become familiar with our operations, strategy, and personnel. Our success depends largely upon the continued services of our executive officers and on certain other mission-critical individual contributors. We rely on our leadership team for the management and oversight of our business operations, including developing and executing our strategy, business and financial planning, research and development, and other functions. The loss of one or more of our executive officers or key employees could have a serious adverse effect on our business. Competition for qualified personnel in our industry is intense, and we may be unable to retain our current key employees or attract and retain additional qualified personnel. The loss of, or failure to attract, key personnel could delay or prevent the achievement of our business objectives and could materially and adversely affect our business, financial condition, and results of operations.
Risks Related to Warrants Issued in Connection with Debt Financing
Dilution from warrant exercise
The warrants we issued in connection with the Ascent Convertible Note Agreement under Tranche 3 on April 20, 2026 may result in dilution to our existing stockholders and could adversely affect the market price of our common stock.
In connection with the additional closing on April 2, 2026, the Company issued an Ascent PIPE Note with an aggregate principal amount of approximately $0.6 million. The note matures on April 2, 2027, bears interest at 12% per annum and is convertible into shares of the Company’s common stock, subject to the terms of the note. As consideration for Ascent’s participation in the April 2, 2026 additional closing, Ascent earned a warrant (“Ascent Warrant”) to purchase 11,111 shares of the Company’s common stock at an exercise price of $50.00 per share, as adjusted for the July and August Reverse Stock Splits. The Ascent Warrant was exercisable on a cash or cashless basis for a period of five years and was subject to a 9.99% beneficial ownership limitation and customary anti-dilution adjustments.
In connection with the additional closing on April 20, 2026, the Company issued an Ascent PIPE Note with an aggregate principal amount of approximately $1.1 million. The note matures on April 20, 2027, bears interest at 12% per annum and is convertible into shares of the Company’s common stock, subject to the terms of the note. In connection with the April 20, 2026 closing, the Company entered into a side letter agreement with Ascent pursuant to which Ascent waived certain defaults under the Purchase Agreement and the Company issued a replacement Ascent Warrant that replaced the warrant earned on April 2, 2026. The replacement warrant increased the number of shares issuable upon exercise from 11,111 shares to 33,333 shares, as adjusted for the July and August Reverse Stock Splits, retained an exercise price of $50.00 per share and is exercisable on a cash or cashless basis through April 20, 2031. The Ascent Warrant was fair valued at $2.2 million at April 20, 2026 and was expensed under financing costs on the condensed consolidated statements of operations. See Note 8 - Common Stock Warrants for inputs to estimate the fair value of the warrant at issuance. The Company also agreed to provide Ascent with demand and piggyback registration rights with respect to the underlying shares.
In connection with the issuance of the replacement warrant, Ascent entered into a lock-up agreement with the Company, dated April 20, 2026, pursuant to which Ascent agreed not to transfer the shares underlying the replacement warrant for 120 days, expiring August 22, 2026, subject to customary exceptions. Any permitted transferee is required to execute a lock-up agreement on substantially similar terms.
As of June 30, 2026, the Warrants, if fully exercised into 33,333 common shares, would represent approximately 5.5% of our outstanding common stock on a post-exercise, fully diluted basis.
If the market price of our common stock exceeds the exercise price of the Warrants at the time of exercise, the exercise of the Warrants will have a dilutive effect on our existing stockholders’ ownership interests. The holder of the Warrants may exercise them at a time when we could otherwise obtain additional capital on terms more favorable to us than the terms available to the Warrant holder. The issuance of shares of common stock upon exercise of the Warrants, or the perception that such exercise may occur, could adversely affect the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.
46
Anti-dilution / down-round protection
The Warrants contain anti-dilution provisions that could result in further dilution to our stockholders and could limit our ability to raise capital on favorable terms.
The Warrants include anti-dilution provisions pursuant to which, subject to certain exceptions, if we issue or sell shares of common stock (or securities convertible into or exercisable for common stock) at an effective price per share below the then-current exercise price of the Warrants, the exercise price of the Warrants will be reduced to that lower price, and/or the number of shares issuable upon exercise will be increased.
While no such adjustment has been triggered to date, if we raise additional capital in the future at a price below the current Warrant exercise price, these provisions would be triggered, resulting in additional dilution to our existing stockholders beyond that resulting from the exercise of the Warrants alone. The existence of these anti-dilution provisions may also make it more difficult and costly for us to raise additional capital, as potential investors may view the prospect of triggering these adjustments unfavorably, and may require us to negotiate less favorable terms with future investors to account for this risk.
If exercised for cash, the Warrants would provide us with additional liquidity; however, we cannot predict when or whether the Warrant holder will exercise the Warrants, and the likelihood of exercise depends largely on the market price of our common stock relative to the exercise price. We are not relying on proceeds from Warrant exercises to fund our operations, and there can be no assurance that any such proceeds will be available to us.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On July 31, 2026, in connection with entering into the Option Agreement with certain stockholders of G3 Vision Labs Inc. described in Note 13 to the condensed consolidated financial statements, the Company issued to the sellers an aggregate of 201,120 shares of common stock and 52,903.566 shares of Series A Non-Voting Convertible Preferred Stock. The securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, based on representations made by the sellers regarding their status as accredited investors and the private nature of the transaction. In connection with entering into the Option Agreement, the Company was also obligated to issue 3,037.381 shares of Series A Non-Voting Convertible Preferred Stock to its financial advisor. The securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
As previously disclosed on April 29, 2026, on April 24, 2026, the Company entered into that certain Note Modification and Conversion Agreement (the “Agreement”) with NorthView Sponsor I LLC (the “Holder”), to amend that certain Promissory Note dated as of April 27, 2023, as amended and restated on January 8, 2024 and as further amended on May 31, 2024 and March 20, 2026 (as so amended, the “Note”), in the original principal amount of up to $2,500,000.
On July 31, 2026, the Company entered into Amendment No. 2 to the Note Modification and Conversion Agreement (the “Second Amendment”) with the Holder, to further amend the Agreement. Pursuant to the Second Amendment, the Agreement was amended to (i) reflect the receipt of Stockholder Approval at a Special Meeting of Stockholders of the Company held on June 23, 2026, (ii) increase the Beneficial Ownership Limitation (as defined in the Agreement) to 49.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Note held by the Holder, (iii) amend the Conversion Price to be equal to the closing price of the Common Stock on July 31, 2026, as reported on The Nasdaq Stock Market, and (iv) provide that the number of Conversion Shares issuable upon conversion shall be determined by dividing the product of the principal amount of the Note being converted and 122%, by the Conversion Price.
On August 12, 2026, the Company entered into Amendment No. 3 to Note Modification and Conversion Agreement (the “Third Amendment”) with the Holder. Pursuant to the Third Amendment the Agreement was amended to change the conversion price to the greater of (a) $4.28, and (b) the closing price of the Company’s common stock on the trading day immediately preceding the delivery of the conversion notice.
The foregoing descriptions of the Second Amendment and Third Amendment are summary in nature and are qualified in their entirety by reference to the full text of the Second Amendment and Third Amendment, respectively, copies of which are filed as Exhibits 10.11 and 10.12 hereto, respectively and are incorporated by reference herein.
During the period covered by this Quarterly
Report, none of the Company’s directors or executive officers have
47
EXHIBIT INDEX
| * | Filed herewith. |
| ** | Furnished herewith |
| # | Portions of the exhibit have been excluded because it is both not material and is the type of information that the registrant treats as private or confidential. |
48
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PROFUSA, INC. | ||
| Date: August 19, 2026 | By: | /s/ Jack Stover |
| Name: | Jack Stover | |
| Title: | Chief Executive Officer | |
| Date: August 19, 2026 | By: | /s/ Fred Knechtel |
| Name: | Fred Knechtel | |
| Title: | Chief Financial Officer | |
49
Exhibit 10.11
AMENDMENT NO. 2 TO
NOTE MODIFICATION AND CONVERSION AGREEMENT
This Amendment No. 2 to Note Modification and Conversion Agreement (this “Amendment”) is made and entered into as of July 31, 2026 (the “Amendment Effective Date”), by and between Profusa, Inc., a Delaware corporation formerly known as NorthView Acquisition Corp. (the “Company”), and NorthView Sponsor I LLC, a Delaware limited liability company (the “Holder”, and together with the Company, the “Parties”).
RECITALS
WHEREAS, the Holder is the holder of that certain Promissory Note, dated April 27, 2023, as amended and restated on January 8, 2024, and as further amended on May 31, 2024 and March 20, 2026 (as so amended and restated, the “Note”), issued by the Company to the Holder in the original principal amount of up to $2,500,000;
WHEREAS, the Company and the Holder entered into that certain Note Modification and Conversion Agreement, dated as of April 24, 2026 (as amended by Amendment No. 1 thereto dated as of April 29, 2026, the “Agreement”), pursuant to which the parties agreed to certain modifications to the Note and to provide for the conversion of the Note into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at the Holder’s option following the effectiveness of a registration statement;
WHEREAS, Amendment No. 1 to the Agreement, dated as of April 29, 2026, added a covenant restricting the issuance of shares of Common Stock upon conversion of the Note in excess of 19.99% of the Company’s outstanding shares of Common Stock as of April 24, 2026 (the “Exchange Cap”), unless and until stockholder approval is obtained under the applicable Nasdaq Listing Rules;
WHEREAS, on June 23, 2026, at a duly convened Special Meeting of Stockholders of the Company (the “Meeting”), held virtually at www.virtualshareholdermeeting.com/PFSA2026, the Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635 (including Rule 5635(d)), the potential issuance in excess of 19.99% of the Company’s outstanding shares of Common Stock upon conversion of the Note, as modified pursuant to the Agreement, with the vote on such proposal (the “Convertible Notes Proposal”) recorded as follows: FOR: 560,833 shares; AGAINST: 196,371 shares; ABSTAIN: 6,777 shares; and BROKER NON-VOTES: 1,052,524 shares, based on a record date of May 12, 2026, on which date 4,660,268 shares of Common Stock were outstanding, and a quorum of 1,816,505 shares was represented at the Meeting in person or by proxy;
WHEREAS, the Board of Directors of the Company recommended, and the stockholders approved, the Convertible Notes Proposal by the affirmative vote of the majority of the voting power present in person or represented by proxy and entitled to vote thereon at the Meeting; and
WHEREAS, in order to provide the Holder with value consistent with the ten percent (10%) original issue discount and twelve percent (12%) per annum interest rate applicable to certain other outstanding convertible indebtedness of the Company, and to compensate the Holder for the fact that the Note has been non-interest bearing since April 27, 2023, the Parties desire to provide that the Note shall convert into Conversion Shares at a value equal to one hundred twenty-two percent (122%) of the outstanding principal amount of the Note being converted;
WHEREAS, the Parties now desire to further amend the Agreement to reflect the stockholder approval described above and to make the additional modifications set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
AMENDMENTS
Section 1.1 New Recital. The following recital is hereby added to the Agreement as an additional “WHEREAS” clause immediately following the existing recitals therein:
“WHEREAS, on June 23, 2026, at a duly convened Special Meeting of Stockholders of the Company, the Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635 (including Rule 5635(d)), the potential issuance in excess of 19.99% of the Company’s outstanding shares of Common Stock upon conversion of the Note, as modified pursuant to this Agreement, with the vote on such proposal recorded as follows: FOR: 560,833 shares; AGAINST: 196,371 shares; ABSTAIN: 6,777 shares; and BROKER NON-VOTES: 1,052,524 shares, based on a record date of May 12, 2026, on which date 4,660,268 shares of Common Stock were outstanding, and a quorum of 1,816,505 shares was represented at the meeting in person or by proxy;”
Section 1.2 Amendment to Beneficial Ownership Limitation. Section 2.8(b) of the Agreement is hereby amended and restated in its entirety to read as follows:
“(b) The ’Beneficial Ownership Limitation’ shall be 49.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Note held by the Holder. The provisions of this Section 2.8 shall be construed in a manner consistent with Section 13(d) of the Exchange Act. The limitations contained in this Section 2.8 shall apply to a successor holder of the Note.”
2
Section 1.3 Amendment to Conversion Price. Section 1.2(d) of the Agreement is hereby amended and restated in its entirety to read as follows:
“(d) ’Conversion Price’ means a price per share equal to the closing price of the Common Stock on July 31, 2026, as reported on The Nasdaq Stock Market.”
Section 1.4 Amendment to Conversion Shares. Section 1.2(e) of the Agreement is hereby amended and restated in its entirety to read as follows:
“(e) ’Conversion Shares’ means the shares of Common Stock issuable upon conversion of the Note pursuant to Article II hereof, the number of which shall be determined by dividing (i) the product of (A) the principal amount of the Note being converted on the applicable Conversion Date and (B) 122%, by (ii) the Conversion Price.”
Section 1.5 Defined Terms. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.
ARTICLE II
MISCELLANEOUS
Section 2.1 Ratification. Except as expressly amended by this Amendment, the Agreement remains in full force and effect and is hereby ratified and confirmed in all respects. All references in the Agreement to “this Agreement” shall hereafter be deemed to refer to the Agreement as amended by this Amendment.
Section 2.2 No Other Amendments. Except as expressly set forth herein, the Agreement is not otherwise amended, modified, or supplemented, and each of the terms and conditions of the Agreement that is not expressly amended, modified, or supplemented hereby shall continue in full force and effect.
Section 2.3 Governing Law; Jurisdiction. This Amendment shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby.
Section 2.4 Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Section 2.5 Severability. If any provision of this Amendment is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties will attempt in good faith to agree upon a valid and enforceable provision that is a reasonable substitute therefor.
Section 2.6 Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.
Section 2.7 Entire Agreement. The Agreement, as amended by this Amendment, together with all exhibits and schedules thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both written and oral, among the Parties with respect to the subject matter hereof.
Section 2.8 Headings. The headings in this Amendment are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
[Remainder of Page Intentionally Blank. Signature Page Follows.]
3
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
| COMPANY: | ||
| PROFUSA, INC. | ||
| By: | /s/ Jack Stover | |
| Name: | Jack Stover | |
| Title : | Chief Executive Officer | |
| HOLDER: | ||
| NORTHVIEW SPONSOR I LLC | ||
| By: | /s/ Fred Knechtel | |
| Name: | Fred Knechtel | |
| Title: | Manager | |
4
Exhibit 10.12
AMENDMENT NO. 3 TO
NOTE MODIFICATION AND CONVERSION AGREEMENT
This Amendment No. 3 to Note Modification and Conversion Agreement (this “Amendment”) is made and entered into as of August 12, 2026 (the “Amendment Effective Date”), by and between Profusa, Inc., a Delaware corporation formerly known as NorthView Acquisition Corp. (the “Company”), and NorthView Sponsor I LLC, a Delaware limited liability company (the “Holder”, and together with the Company, the “Parties”).
RECITALS
WHEREAS, the Holder is the holder of that certain Promissory Note, dated April 27, 2023, as amended and restated on January 8, 2024, and as further amended on May 31, 2024 and March 20, 2026 (as so amended and restated, the “Note”), issued by the Company to the Holder in the original principal amount of up to $2,500,000;
WHEREAS, the Company and the Holder entered into that certain Note Modification and Conversion Agreement, dated as of April 24, 2026 (as amended by Amendment No. 1 thereto dated as of April 29, 2026, and Amendment No. 2 thereto dated as of July 27, 2026, the “Agreement”), pursuant to which the parties agreed to certain modifications to the Note and to provide for the conversion of the Note into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at the Holder’s option following the effectiveness of a registration statement; and
WHEREAS, the Parties desire to amend the Agreement to modify the definition of “Conversion Price” as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
AMENDMENT
Section 1.1 Amendment to Section 1.2(d). Section 1.2(d) of the Agreement is hereby amended and restated in its entirety to read as follows:
“(d) ’Conversion Price’ means a price per share equal to the higher of (i) $1.07 and (ii) the closing price of the Common Stock on the trading day immediately preceding the delivery of the Conversion Notice, as reported on The Nasdaq Stock Market.”
Section 1.2 Defined Terms. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.
ARTICLE II
MISCELLANEOUS
Section 2.1 Ratification. Except as expressly amended by this Amendment, the Agreement remains in full force and effect and is hereby ratified and confirmed in all respects. All references in the Agreement to “this Agreement” shall hereafter be deemed to refer to the Agreement as amended by this Amendment.
Section 2.2 No Other Amendments. Except as expressly set forth in this Amendment, nothing herein shall be deemed to amend or modify any provision of the Agreement, each of which shall remain in full force and effect.
Section 2.3 Governing Law; Jurisdiction. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the adjudication of any dispute arising out of or relating to this Amendment.
Section 2.4 Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.
Section 2.5 Severability. If any term, provision, covenant, or restriction of this Amendment is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
Section 2.6 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
Section 2.7 Entire Agreement. This Amendment, together with the Agreement (as amended hereby), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, and understandings, both written and oral, among the Parties with respect to such subject matter.
Section 2.8 Headings. The headings in this Amendment are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
| COMPANY: | |||
| PROFUSA, INC. | |||
| By: | /s/ Jack Stover | ||
| Name: | Jack Stover | ||
| Title: | Chief Executive Officer | ||
| HOLDER: | |||
| NORTHVIEW SPONSOR I LLC | |||
| By: | /s/ Fred Knechtel | ||
| Name: | Fred Knechtel | ||
| Title: | Manager | ||
3
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jack Stover, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Profusa, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 19, 2026
| /s/ Jack Stover | |
| Jack Stover | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Fred Knechtel, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Profusa, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 19, 2026
| /s/ Fred Knechtel | |
| Fred Knechtel | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Profusa, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Jack Stover, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: August 19, 2026
| /s/Jack Stover | |
| Jack Stover | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Profusa, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Fred Knechtel, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: August 19, 2026
| /s/ Fred Knechtel | |
| Fred Knechtel | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |