Profusa, Inc.
For the period ended Jun 30, 2026. Filed Aug 19, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 19, 2026
PFSA$0.53-6.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001213900-26-057887
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-19.
0001213900-26-091696
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 103 previous paragraphs and 136 current paragraphs.
57 unchanged; 39 reworded; 34 added; 7 removed; 0 previous and 6 current paragraphs rearranged.
Tables are not compared: 3 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
Nasdaq Continued Listing
Current report
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.
Current report
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.
Current report
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.
Current report
Reverse Stock Splits
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
Warrant Amendment
Current report
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.
Current report
Amendment No. 5 on the PIPE Subscription Agreement
Current report
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.
Current report
ELOC
Current report
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.
Current report
Proposed Bio Insights Acquisition
Current report
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.
Current report
G3 Acquisition Term Sheet
Current report
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.
Current report
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.* *
Current report
Option Agreement to Acquire G3
Current report
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.
Current report
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.
Current report
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.
Current report
Changes in Directors and Executive Officers
Current report
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.
Current report
Reduction in Force
Current report
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.
Current report
Other Income
Current report
Comparison of the six months ended June 30, 2026 and 2025
Current report
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.
Current report
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.
Current report
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.
Removed paragraphs (7)
Previous report
Nasdaq Continued Listing and Reverse Stock Split
Previous report
As previously disclosed, on September 11, 2025, we received written notice from the staff at Nasdaq (the “Staff”) stating that we were not in compliance with the Minimum Bid Price Requirement and the MVLS Requirement. The Staff provided us an initial compliance period of 180 calendar days, or until March 10, 2026, to regain compliance with each of the Minimum Bid Price Requirement and the MVLS Requirement.
Previous report
Also as previously disclosed, on October 27, 2025, we received a letter from the Staff notifying us that, for the previous 30 consecutive business days, the market value of our publicly held shares was below the Market Value Requirement. The Staff provided us with an initial period of 180 calendar days, or until April 27, 2026, to regain compliance with the Market Value Requirement.
Previous report
On April 28, 2026, Nasdaq notified us that we had not regained compliance with Nasdaq Listing Rule 5450(b)(1)(C), which requires us to maintain a minimum market value of publicly held shares of $15.0 million for continued listing on The Nasdaq Global Market (the “MVPHS Requirement”), by the applicable compliance deadline of April 27, 2026. Nasdaq further notified us that the failure to regain compliance with the MVPHS Requirement serves as an additional basis for delisting our securities from Nasdaq and that the Nasdaq Hearings Panel will consider this additional deficiency in connection with its determination regarding the our continued listing on The Nasdaq Global Market. We intend to present our views with respect to this additional deficiency to the Nasdaq Hearings Panel within the required timeframe. There can be no assurance that the Nasdaq Hearings Panel will grant our request for continued listing, that the we will regain compliance with the MVPHS Requirement within any extension period that may be granted, or that we will otherwise maintain compliance with Nasdaq’s continued listing standards.
Previous report
Subsequent to March 31, 2026 and through the date of filing, we issued 360,000 shares of our common stock in exchange for $0.4 million under the ELOC Purchase Agreement and issued 1,870,245 shares of our common stock for the settlement of $0.8 million of principal and interest on the Ascent PIPE Notes.
Previous report
Asset Acquisition
Previous report
Other Income (Expense)
Reworded paragraphs (39)
Previous wording
We are a clinical-stage digital health and medical technology company focused on developing biosensing solutions to improve health outcome 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 lapses in 2020. The Company is working to obtain a renewed CE Mark for commercialization in Europe. In addition, prior to commercialization in the U.S., Lumee Oxygen must obtain FDA clearance or approval.
Current wording
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.
Previous wording
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. We are in clinical trials for Lumee Glucose, our sensing solution being developed for use in continuous glucose monitoring (“CGM”). This system targets diabetics and pre-diabetics to allow them realtime access to their glucose data, at a price point that our management thinks is comparable or lower to existing systems.
Current wording
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.
Previous wording
On March 11, 2026, we were notified by Nasdaq of our continued non-compliance with both the Minimum Bid Price Requirement and the MVLS Requirement by the March 10, 2026 deadline, and that our securities were therefore subject to delisting from The Nasdaq Global Market on both grounds. We appealed the delisting determination, and attended the hearing before the Nasdaq Hearings Panel on April 21, 2026.
Current wording
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.
Previous wording
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. The Nasdaq Hearings Panel granted us an exception to cure our listing deficiencies, including noncompliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5550(b)(2), which requires a minimum market value of listed securities for continued listing on The Nasdaq Capital Market. As a condition to the exception, we are required to: (i) on or before May 11, 2026, file an application with Nasdaq’s Listing Qualifications Staff to transfer our listing to The Nasdaq Capital Market; (ii) on or before June 5, 2026, obtain stockholder approval for a reverse stock split and advise the Nasdaq Hearings Panel within 24 hours if such approval is not obtained; (iii) on or before July 6, 2026, demonstrate compliance with the minimum bid price requirement; and (iv) on or before July 6, 2026, demonstrate compliance with Nasdaq’s stockholders’ equity requirement by filing a timely public disclosure describing the transactions undertaken by us to achieve compliance and demonstrate long-term compliance with the equity requirement, and by providing an indication of our equity following such transactions. The Nasdaq Hearings Panel also required us to provide prompt notification of any significant events that occur during the exception period that may affect our compliance with Nasdaq requirements. The Nasdaq Hearings Panel reserved the right to reconsider the terms of the exception based on any event, condition or circumstance that, in its opinion, would make continued listing of our securities on Nasdaq inadvisable or unwarranted. There can be no assurance that we 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 our securities on Nasdaq. On May 13, 2026, we received notice that we will be transferred to The Capital Market as of May 15, 2026.
Current wording
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.
Previous wording
On February 9, 2026, we effected a 1-for-75 reverse stock split of our common stock (the “Reverse Stock Split”). The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All share and per share information has been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.
Current wording
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.
Previous wording
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 during the three months ended March 31, 2026.
Current wording
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.
Previous wording
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 three months ended March 31, 2026, we sold 16.51 Bitcoins for an aggregate amount of $1.2 million, resulting in realized losses of $0.3 million.
Current wording
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.
Previous wording
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 note to update the conversion price to $0.76 per share and concurrently approved the conversion of the entire outstanding principal balance of $1.9 million into 2,460,257 shares of our common stock to the holders.
Current wording
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.
Previous wording
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, extend the maturity date to December 31, 2026, and provide 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.
Current wording
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.
Previous wording
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 additional funding with an aggregate principal amount of up to $12.2 million, subject to the terms and conditions of the amended agreements.
Current wording
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.
Previous wording
In connection with the additional closings on April 2, 2026 and April 20, 2026, we issued Ascent PIPE Notes with an aggregate principal amount of $0.6 million and $1.1 million, respectively, and a warrant to purchase 3,333,333 shares of our common stock at an initial exercise price of $0.50 per share (the “Warrant”) that is exercisable on a cash or cashless basis through April 20, 2031, and is subject to a 9.99% beneficial ownership limitation and customary anti-dilution adjustments. The notes mature on April 2, 2027 and April 20, 2027, respectively, and each bear interest at 12% per annum and is convertible into shares of our common stock, subject to the terms of the notes. The warrant contains customary terms and provisions for instruments of this nature.
Current wording
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.
Previous wording
In connection with the Warrant issuance, the Company entered into a side letter agreement with Ascent pursuant to which Ascent waived certain defaults under the Purchase Agreement, the number of shares issuable upon exercise of the Warrant was increased to 3,333,333 shares, and the Company agreed to provide Ascent with demand and piggyback registration rights with respect to the underlying shares.
Current wording
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.
Previous wording
In connection with the Warrant issuance, Ascent also entered into a lock-up agreement with the Company, dated as of April 20, 2026, pursuant to which Ascent agreed not to transfer shares underlying the 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.
Current wording
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.
Previous wording
On April 1, 2026, we 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, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Bio Insights LLC (“Seller”), 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).
Current wording
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).
Previous wording
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, and either party may terminate if the closing has not occurred on or before September 30, 2026.
Current wording
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.
Previous wording
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 issued during the year ended December 31, 2025 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.
Current wording
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.
Previous wording
The change in fair value of our private and representatives warrant liabilities that we acquired as a result of our Business Combination is reflected in this financial statement line item.
Current wording
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.
Previous wording
Interest expense consists primarily of the interest on our senior notes, promissory notes, and PPP Loans.
Current wording
Interest expense consists primarily of the interest on our convertible senior notes, promissory notes, and PPP Loan.
Previous wording
Financing costs consists of costs in relation to the issuance of shares under the ELOC Purchase Agreement.
Current wording
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.
Previous wording
Other income (expense) consists primarily of interest income earned from our operating cash account and a short-term sublease of a portion of our facilities.
Current wording
Other income consists primarily of interest income earned from our operating cash account and a short-term sublease of a portion of our facilities.
Previous wording
The following table sets forth our condensed consolidated statements of operations for the periods indicated (in thousands):
Current wording
The following table sets forth our condensed consolidated statements of operations for the three months ended June 30, 2026 and 2025 (in thousands):
Previous wording
Research and Development – Research and development expenses increased by $0.7 million, or 164%, to $1.1 million during the three months ended March 31, 2026 from $0.4 million during the three months ended March 31, 2025. The increase was driven primarily by the increase in regulatory and contract research organization (“CRO”) costs of $0.6 million and third-party consultant services of $0.1 million, respectively, 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.
Current wording
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.
Previous wording
General and Administrative – General and administrative expenses increased by $1.9 million, or 189%, to $2.9 million during the three months ended March 31, 2026 from $1.0 million during the three months ended March 31, 2025. The increase was driven primarily by an increase in legal, accounting and other third party professional services of $1.1 million, personnel costs of $0.4 million, and an increase to insurance fees of $0.3 million.
Current wording
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.
Previous wording
Loss on Change in the Fair Value of Convertible Notes – Loss on change in the fair value of convertible notes increased by $0.6 million, or 411%, to $0.8 million during the three months ended March 31, 2026 from a loss of $0.2 million during the three months ended March 31, 2025. The loss recognized during the three months ended March 31, 2026 was driven by the losses on the remeasurement of the Ascent PIPE Notes of approximately $0.6 million. During the three months ended March 31, 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.
Current wording
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.
Previous wording
Gain on Change in Fair Value of Warrant Liabilities– Gain on change in the fair value of warrant liabilities was $0.3 million during the three months ended March 31, 2026 due to the decline in our stock price during the same period. We acquired the warrant liabilities as a result of the Business Combination and therefore the change in fair value of warrant liabilities is only reflected in the three months ended March 31, 2026.
Current wording
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.
Previous wording
Interest Expense – Interest expense decreased by $1.1 million, or 98%, to $18 thousand during the three months ended March 31, 2026, from $1.1 million during the three months ended March 31, 2025. The decrease was primarily due to the conversion of the entirety of our junior convertible debt and a significant portion of our senior notes at the closing of our Business Combination.
Current wording
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.
Previous wording
Financing Costs – Increased by $0.1 million in relation to the issuance of shares under the ELOC Purchase Agreement during the three months ended March 31, 2026.
Current wording
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.
Previous wording
Other Income (Expense) – Other income (expense) increased by $72 thousand during the three months ended March 31, 2026 primarily due to sublease income recognized in the period.
Current wording
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.
Previous wording
Loss on Disposal of Digital Assets– Loss on disposal of digital assets was $0.3 million during the three months ended March 31, 2026. We did not have any Bitcoin during the three months ended March 31, 2025.
Current wording
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.
Previous wording
Gain on extinguishment of PPP loan – Gain on extinguishment of PPP loan increased by $1.4 million, or 100%, due to the forgiveness of our PPP loan of $1.4 million in the three months ended March 31, 2026.
Current wording
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.
Previous wording
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 three months ended March 31, 2026 and 2025, we incurred a net loss of $3.5 million and $2.7 million, respectively. During the three months ended March 31, 2026 and 2025, we have used $2.6 million and $0.5 million, respectively, of cash in our operating activities. We have $12.5 million of notes, loans payable and interest due within twelve months from March 31, 2026.
Current wording
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.
Previous wording
We have been able to finance our operations primarily with the proceeds from the issuance of equity and debt instruments. For the three months ended March 31, 2026, we obtained net cash from financing activities of $28.0 thousand, compared to $0.4 million for the same period during 2025. We held cash of $0.4 million and $1.8 million as of March 31, 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 months ended March 31, 2026 are issued.
Current wording
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.
Previous wording
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. For the current period and for twelve months following the issuance of these financial statements, our risk of going concern has been mitigated but not fully alleviated by the issuance of additional Ascent PIPE Notes with an aggregate principal amount of $1.7 million subsequent to the balance sheet date, remaining borrowing capacity on the PIPE Subscription Agreement and remaining funds available under the ELOC. As of and for the three months ended March 31, 2026, there continue to be factors which raise substantial doubt about our ability to continue as a going concern.
Current wording
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.
Previous wording
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 March 31, 2027 leading to and supporting initial commercialization are estimated to total approximately $15.9 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 March 31, 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.
Current wording
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.
Previous wording
Cash used in operating activities for the three months ended March 31, 2026 of $2.6 million was primarily driven by our net loss of $3.5 million, adjusted for non-cash charges of $0.4 million and net cash inflows of $1.2 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 $0.8 million, stock-based compensation of $0.2 million, the loss on the disposal of digital assets of $0.3 million, offset by the gain on fair value of warrant liabilities of $(0.3) 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 $1.0 million and a decrease in prepaid expenses and other current assets of $0.3 million.
Current wording
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.
Previous wording
Cash provided by investing activities was $1.1 million for the three months ended March 31, 2026 due to the sale of our Bitcoins. We did not have any investing activities in the three months ended March 31, 2025.
Current wording
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.
Previous wording
Cash provided by financing activities was not material for the three months ended March 31, 2026, which consisted primarily of proceeds from the issuance of ELOC of $0.5 million, offset by the repayment of borrowings of $(0.4) million.
Current wording
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.
Previous wording
Cash provided by financing activities was $0.4 million for the three months ended March 31, 2025, which consisted primarily of proceeds from the issuance of senior notes of $0.8 million, offset by payment of deferred offering costs of $(0.4) million.
Current wording
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.
Previous wording
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 in the three months ended March 31, 2026.
Current wording
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.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Current report — wording carried from elsewhere
The following table sets forth our condensed consolidated statements of operations for the six months ended June 30, 2026 and 2025 (in thousands):
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.