Profusa, Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 May 11, 2009, develops biointegrated sensors designed to provide continuous, clinical-grade monitoring of body chemistry for personal and medical use.

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 $27.3 million. For the six months ended June 30, 2026, the Company incurred a net loss of $12.2 million and used $5.2 million of cash in operating activities. Management expects to continue to incur additional substantial losses in the foreseeable future as a result of research and development activities. The Company has been able to finance its operations primarily with the proceeds from the issuance of equity and debt instruments. Additional funds may be necessary to maintain current operations and will be required for successful product commercialization efforts.

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 $12.2 million in principal, and issued $1.7 million of Ascent PIPE Notes. 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 $0.7 million on August 13, 2026. As of the issuance date of these condensed consolidated financial statements, the Company has $9.8 million of principal available for draw down under the PIPE Subscription Agreement subject to certain conditions, which the investor may provide at its discretion.

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 $100.0 million of shares of the Company’s common stock, subject to certain limitations set forth in the ELOC Purchase Agreement, from time to time during the term of the ELOC Purchase Agreement. Sales of common stock under the ELOC Purchase Agreement, and the timing of any such sales, are solely at the Company’s option, and the Company is under no obligation to sell any securities to Ascent under the ELOC Purchase Agreement. During the three and six months ended June 30, 2026, approximately $2.5 million and $2.9 million representing 89,806 and 93,020 shares, respectively, of the Company’s common stock were sold pursuant to the ELOC Purchase Agreement. The Company has entered into this strategic Committed Equity Facility in order to continue to fund its operating cash flows. As of the issuance date of these condensed consolidated financial statements, the Company has $86.9 million of common stock available for issuance to Ascent under the Committed Equity Facility.

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 $12.2 million in cash for operating expenses to further the product research and development.

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 30 consecutive business days and provided the Company with an initial 180-day compliance period, or until April 27, 2026, to regain compliance with the requirement.

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 $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, the Company was awaiting formal confirmation from Nasdaq that it had demonstrated compliance with the applicable continued listing requirement.

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.

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 1-for-4 reverse stock split of its common stock (the “August Reverse Stock Split”). The August 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 August Reverse Stock Split.

On July 7, 2026, the Company effected a 1-for-25 reverse stock split of its common stock (the “July Reverse Stock Split”). The July 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 July Reverse Stock Split.

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.

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 $44 thousand of costs associated with seeking confirmation of the applicable tax treatment. The revision represented a change in accounting estimate and was recognized prospectively in the period of change.

As a result, during the three and six months ended June 30, 2026, the Company reduced its excise tax payable by $1.9 million and increased additional paid-in capital by $1.9 million. The change in estimate decreased current and total liabilities and decreased total stockholders’ deficit by approximately $1.9 million as of June 30, 2026. The change had no effect on the Company’s net loss, net loss per share, or cash flows for the three and six months ended June 30, 2026.

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 $100.0 million of shares of its common stock to Ascent from time to time at a discount to the lowest daily volume-weighted average price (“VWAP”) of the Company’s common stock, subject to specified caps and limitations.

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 97% of the lowest VWAP of the Company’s common stock during the ten trading days prior to the applicable Advance Notice date, subject to a true-up mechanism requiring the Company to issue additional shares if 97% of the lowest VWAP during the adjustment period was lower than the price used at closing. During the three and six months ended June 30, 2026, the Company issued 16,030 shares of common stock under an Advance Notice consisting of 13,712 shares initially delivered and 2,318 true-up shares, as adjusted for the Reverse Stock Splits, resulting in the Company’s receipt of $0.4 million of gross proceeds and recognition of $0.4 million of forward share issuance liability on the condensed consolidated balance sheets. Upon final settlement of the true-up mechanism, the Company derecognized the related forward share issuance liability and recorded a loss on settlement of the forward share issuance of $0.1 million within financing costs on the condensed consolidated statements of operations during three and six months ended June 30, 2026. Other ELOC puts during the three and six months ended June 30, 2026 were settled within the same day, and the resulting changes in fair value were not material. Proceeds received upon the Company’s draws under the ELOC and the related share issuances are recognized in equity based on the gross proceeds received.

The Company issued warrants to purchase up to 120 shares of common stock (the “ELOC Warrants”) on July 20, 2025 in consideration for Ascent’s commitment. The ELOC Warrants were determined to be equity-classified and were expensed as financing fees along with other issuance costs associated with the ELOC. The ELOC Warrants were fair valued at $0.9 million and were not remeasured after the initial issuance.

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 $22.2 million. At Closing Date, the Company elected the fair value option (“FVO”) under ASC 825, Financial Instruments to recognize the issued Ascent PIPE Notes. Accordingly, no features of the Ascent PIPE Notes are bifurcated and separately accounted for.

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 $12.2 million under the facility, which the investor may provide at its discretion. 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. As consideration for providing additional funding in April 2026, the Company issued Ascent certain warrants as lender fees that were recognized as financing costs on the condensed consolidated statements of operations.

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).

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.

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):

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:

Each Private Placement and the Representative’s warrant entitles the registered holder to purchase 1/7,500 ofone share of our common stock at a price of $86,250.00 per whole share, as affected by the Reverse Stock Splits. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means only a number of warrants that in the aggregate equal a whole number of shares may be exercised at a given time by a warrant holder. No fractional warrants will be issued and only whole warrants will trade.

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):

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 $0 for the Tasly Convertible Note. As of June 30, 2026 and December 31, 2025, the Tasly Convertible Note has matured and is payable at the principal amounts plus accrued interest. Therefore, the fair value of the note is the face amount of the debt, and as of June 30, 2026 and December 31, 2025, accrued interest was added to the liability balance.

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 $0. Because the remaining contractual term waszero and the conversion feature had no intrinsic value, the fair value of the Convertible Promissory Note - Related Party as of December 31, 2025 was determined based on its outstanding principal amount and accrued interest. Accordingly, option-pricing assumptions, including expected volatility and the risk-free interest rate, were not applicable as of December 31, 2025.

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:

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):

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:

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):

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.

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 16.51 Bitcoins for an aggregate amount of $1.2 million, resulting in realized losses of $0.3 million included in the condensed consolidated statements of operations. As of June 30, 2026 and December 31, 2025, digital assets were $0 and $1.4 million, respectively.

Note 4 — Balance Sheet Components

Prepaid expenses and other current assets (in thousands):

Accrued Liabilities (in thousands):

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 Notes

Convertible Loans Payable

As of June 30, 2026, the Company had issued an aggregate principal of $13.9 million of Ascent PIPE Notes, consisting of approximately $12.2 million of notes issued in July and September 2025 (“2025 Ascent PIPE Notes”) and $1.7 million of notes issued in April 2026. The 2025 Ascent PIPE Notes bear interest at 10% per annum on the outstanding unconverted principal balance. A minimum interest amount equal to 10% of the original principal is fully earned at issuance, reduced by interest subsequently accrued. Cash payments are subject to a 5% fee. Upon an event of default, the interest rate increases to 24% per annum and a 10% late fee applies to overdue amounts. The 2025 Ascent PIPE Notes mature on January 11, 2027. The 2025 Ascent PIPE Notes are convertible at the holder’s option at a conversion price equal to the lower of the applicable conversion price or 95% of the lowest daily volume-weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the applicable conversion date, subject to the applicable floor price and customary anti-dilution protections.The Ascent PIPE Notes may be prepaid upon 10 business days’ prior notice (absent an event of default), subject to Ascent’s conversion rights, and requires mandatory prepayment upon Subsequent Offerings, as defined by the PIPE Subscription Agreement. Conversion is subject to a beneficial ownership cap of 9.99%.

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 $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. In addition, the Company has 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, 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. The note is convertible at the holder’s option at a conversion price equal to the lower of the applicable conversion price or 95% of the lowest daily VWAP of the Company’s common stock during the 10 trading days immediately preceding the applicable conversion date, subject to the terms of the note, including applicable floor price and adjustment provisions. 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 Company recognized $2.2 million of warrant expense in connection with the Ascent Warrant issuance during the three and six months ended June 30, 2026 presented 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.

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 $0.8 million and $1.0 million, respectively, of principal on the Ascent PIPE Notes. Ascent converted an aggregate of $0.8 million and $1.9 million of principal and accrued interest balance into 18,702 and 26,968 shares, respectively, of the Company’s common stock during the three and six months ended June 30, 2026. The shares of common stock issued had a total fair value of $4.7 million upon conversion.

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 $8.2 million and it is classified under Convertible senior notes and loans payable at fair value on the condensed consolidated balance sheets, as the loan is due within 12 months from the balance sheet date. As of December 31, 2025, the convertible loans payable was fair valued at $7.9 million and was classified as long-term in the condensed consolidated balance sheets under convertible loans payable at fair value. As of June 30, 2026 and December 31, 2025, the Company had accrued interest of $0.5 million and $0.7 million on the convertible loans payable.

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 $1.6 million, the full amount of which had been drawn by February 2024.

The loans bear interest at a rate of 12% per annum and originally matured on December 31, 2023. The original maturity date was extended to March 31, 2024, subject to the parties’ decision to extend thereafter. Upon an event of default, the interest rate increases to 24% per annum until the payment date. The lender has the option to convert the entire outstanding balance and accrued but unpaid interest under the Tasly Convertible Note into either (i) senior unsecured promissory notes on substantially the same terms as the outstanding Convertible Senior Notes, or (ii) the Company’s common stock at a conversion price of $14,400.00 per share, as adjusted for the Reverse Stock Splits.

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 $2.6 million and $2.3 million, as of June 30, 2026 and December 31, 2025. There was accrued interest of $1.0 million and $0.7 million as of June 30, 2026 and December 31, 2025, respectively, on the Tasly Convertible Note.

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 $2.5 million. The related party convertible promissory note is non-interest bearing and became convertible on the Closing Date. The Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $7,500.00 per warrant. The note also allows for the conversion of the outstanding principal balance to be repaid in shares of the Company’s common stock at a price of $16,650.00 per share at the election of the Sponsor, as adjusted for the Reverse Stock Splits. On March 20, 2026, the related party convertible promissory note was amended to extend the maturity date from January 11, 2026 to December 31, 2026. The Company elected to apply the fair value option to account for the convertible promissory note and as such, no features of the convertible promissory note are bifurcated and separately accounted for.

On April 6, 2026, the Company 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 June 23, 2026, the Company’s stockholders approved Proposal 4 relating to the related party convertible promissory note, which permitted issuance in excess of 19.99% of the Company’s outstanding common stock upon conversion of the note which terminated the 19.99% conversion shares restriction upon stockholder approval.

As of June 30, 2026 and December 31, 2025, the convertible promissory note fair value of $2.1 million and $1.9 million, respectively, was classified under convertible and promissory notes payable to related parties on the condensed consolidated balance sheets.

Junior Convertible Notes

The annual effective interest rate for the junior convertible notes was estimated between 12.54% to 53.28% for three and six months ended June 30, 2025. The interest expense for the three and six months ended June 30, 2025 was $0.6 million and $1.1 million, respectively. The junior convertible notes were converted into 373 shares of the Company’s common stock based on $19.6 million of principal and accrued interest as of the Closing Date, as adjusted for the Reverse Stock Splits.

Convertible Senior Notes

As of June 30, 2026, the outstanding balance of convertible senior notes is less than $0.1 million, all of which is with unrelated parties. The Company is currently in default; accordingly, the Company classified the entire outstanding amount under convertible senior notes and loans payable at fair valueon thecondensed consolidated balance sheets. As of June 30, 2025, $9.7 million of the $27.9 million of convertible senior notes is outstanding with related parties. The annual effective interest rate of convertible senior notes was estimated at 12.15% for the three and six months ended June 30, 2025. The annual effective interest rate on the convertible senior notes for the three and six months ended June 30, 2026 was not meaningful due to the immaterial outstanding balance. The interest expense for the three and six months ended June 30, 2026 was not material. Interest expense for the three and six months ended June 30, 2025 was $0.6 million and $1.2 million, respectively.

Promissory Notes

The carrying value of the promissory notes as of June 30, 2026 and December 31, 2025 was $1.1 million and $1.0 million, respectively, representing past due amounts because the maturity dates of the promissory notes has passed. As of June 30, 2026 and December 31, 2025, outstanding balance of promissory notes due to related parties was $0.4 million, and are classified under convertible and promissory notes payable to related parties and the remainder is classified under promissory notes on the condensed consolidated balance sheets. Interest expense on the Company’s promissory notes was less than $0.1 million for three and six months ended June 30, 2026 and 2025.

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 $1.4 million within Gain on extinguishment of PPP loan in the condensed consolidated statements of operations during the six months ended June 30, 2026. Interest expense on the PPP loan for the six months ended June 30, 2026 was not material. Interest expense on the PPP loan for the three and six months ended June 30, 2025 was not material.

Director and Officer (D&O) Insurance Financing

During the six months ended June 30, 2026, the Company made aggregate payments of $0.3 million against the obligation and recognized approximately $0.3 million of insurance expense and an immaterial amount of interest expense. As of June 30, 2026 and December 31, 2025, the remaining financing obligation was $0 and $0.3 million, respectively, which is recorded under promissory notes and other on the Company’s condensed consolidated balance sheets.

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):

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 $0.3 million to be paid over the lease term. The incremental borrowing rate estimated at the lease commencement date was determined to be 11.45%. The lease terminates at the end of February 2027. Concurrently, the Company executed sublease agreements with sublessees for a six month period for a portion of the leased space.

For the three months ended June 30, 2026, operating lease expense and sublease income was $0.1 million and $0.1 million, respectively. For the six months ended June 30, 2026, operating lease expense and sublease income was $0.2 million and $0.1 million, respectively. Variable lease and short-term lease expenses for the same periods were not material. Sublease income was recorded in other income on the condensed consolidated statements of operations.

For the three and six months ended June 30, 2025, operating lease expense was $0.2 million and $0.3 million, respectively. Variable lease and short-term lease expenses for the same periods were $0.1 million.

As of June 30, 2026, the operating lease right-of-use asset of $0.1 million was recognized within right-of-use asset on the Company’s condensed consolidated balance sheets. As of June 30, 2026, the operating lease liability of $0.1 million is recognized within accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets.

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 $0.3 million in advisory fees. As of the balance sheet date, this amount represents a contingent commitment that has not been recorded as a liability, as the amount payable is currently not estimable, as it may be reduced by future services performed under the agreement.

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 $0.1 million related to the matter.

In February 2026, the Company received a demand letter from counsel for a former employee for unpaid wages of approximately $0.2 million, including statutory penalties, and the amount has been accrued as of June 30, 2026 and December 31, 2025. The letter demands payment and states that litigation may be initiated if the matter is not resolved.

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.

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 $30,000,000, payable through 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. 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. As of June 30, 2026, the closing has not yet occurred and it continues to be subject to customary conditions.

Note 7 — Stockholders’ Deficit

Preferred Stock

There wereno shares of preferred stock issued and outstanding at June 30, 2026 and December 31, 2025.

Common Stock

Each share of common stock is entitled toone vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to prior rights of the preferred stockholders. As of June 30, 2026, no dividends have been declared to date.

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:

Note 8 — Common Stock Warrants

As of June 30, 2026, the Company had five classes of warrants totaling 20,870,083, consisting of 9,487,500 Public Warrants,7,347,500 Private Placement Warrants,569,250 Representative’s Warrants,132,500 HCW Warrants and 3,333,333 Ascent Warrants. Each Public Warrant, Private Placement Warrant, Representative’s Warrant and HCW Warrant is exercisable into 1/7,500 of a share, as affected by the Reverse Stock Splits, but only whole shares of common stock can be issued. Each Ascent Warrant is exercisable into 1/100 of a share, as affected by the July and August Reverse Stock Splits.

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. The fair value of the Ascent Warrants was calculated under the Black-Scholes option pricing model using the following key inputs, as affected by the July and August Reverse Stock Splits, during the three and six months ended June 30, 2026:

On April 20, 2026, the Ascent Warrants were modified in which the number of shares issuable under the Ascent Warrants were increased from 11,111 shares to 33,333 shares as part of a side letter agreement - see Note 5 for further information. The April 20 modification resulted in an increase in fair value of the Ascent Warrants, from $0.8 million to $2.2 million, was recognized under financing costs on the condensed consolidated statements of operations during the three and six months ended June 30, 2026. The total financing costs recognized in connection with the Ascent Warrants during the three and six months ended June 30, 2026 was $2.2 million, representing issuance costs associated with the April 2026 Ascent PIPE Notes.

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 $0.4 million for the change in fair value of the Ascent Warrant liability, prior to reclassifying the warrant liability to additional paid-in capital.

As of December 31, 2025, the Company had four classes of warrants totaling 17,536,750, consisting of 9,487,500 Public Warrants,7,347,500 Private Placement Warrants,569,250 Representative’s Warrants, and 132,500 HCW Warrants. Each warrant is exercisable into 1/7,500 of a share, as affected by the Reverse Stock Splits, but only whole shares of common stock can be issued.

Note 9 — Stock Option Plan

In 2010, Legacy Profusa adopted the 2010 Equity Incentive Plan (the “2010 Plan”) under which 1,066 shares, as adjusted for the Reverse Stock Splits, of the Company’s common stock have been initially reserved for issuance to employees, directors and consultants. In October 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”), that will replace the 2010 Plan. All previously issued options under the 2010 Plan will be held under the new plan, with no additional impact to the option holders.

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 6,955 shares, after giving effect to the Company’s Reverse Stock Splits.

As of June 30, 2026, the total authorized and issuable shares under the 2025 Plan available for grant was 7,816 shares, as adjusted for the Reverse Stock Splits.

Activity under the Plan, as adjusted for the recapitalization and Reverse Stock Splits, is set forth below:

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):

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. The following table presents the various significant related party transactions and investments in the Company for the periods presented (in thousands):

For the three months ended June 30, 2026 and 2025, related party interest expense was $5 thousand and $0.5 million, respectively. For the six months ended June 30, 2026 and 2025, related party interest expense was $10 thousand and $1.1 million, respectively.

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):

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:

Note 12 — Segments

The Company operates asone operating segment. The Company’s CODM is its Chief Executive Officer who reviews financial information presented on a consolidated net loss basis as reported on the condensed consolidated statement of operations, in order to make decisions about allocating resources and assessing performance for the entire Company. The CODM also utilizes the Company’s long-range plan, which includes product development roadmaps and long-range financial models, as a key input to resource allocation. The CODM function approves key operating and strategic decisions. The CODM function views the Company’s operations and manages its business on a consolidated basis and as a single reportable operating segment.

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. See the condensed consolidated financial statements for other financial information regarding the Company’s operating segment.

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.

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 1-for-25 reverse stock split of its common stock on July 7, 2026 and effected a 1-for-4 reverse stock split of its common stock on August 17, 2026. In result, all share and per-share information presented in these condensed consolidated financial statements has been retroactively adjusted to reflect the July and August Reverse Stock Splits.

During July 2026, the Company issued 121,152 shares of the Company’s common stock for settlement of $0.9 million of principal and interest on the Company’s convertible loans payable.

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 17,404,250 outstanding Warrants (excluding the Ascent Warrants) to purchase 9,282 shares of 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 1/7,500 th 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.

G 3 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 19.99% of the Company’s then-issued and outstanding common shares and shares of non-voting convertible preferred stock, with conversion of the preferred stock subject to stockholder approval. The proposed transaction also contemplates the exchange of certain outstanding obligations of the Company for preferred stock and approximately $7.0 million of financing in connection with the closing. The term sheet does not obligate either party to consummate the proposed transaction, and there can be no assurance that definitive agreements will be executed or that the proposed transaction will be completed. Because the terms remain subject to negotiation and the transaction may not be completed, the Company is currently unable to estimate the financial statement effects of the proposed transaction. No amounts related to the proposed transaction have been recognized in the accompanying condensed consolidated financial statements as of June 30, 2026.

Subsequent to signing the non-binding term sheet, the Company entered into an option agreement to acquire G 3 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 G 3 *

On July 31, 2026, the Company entered into an option agreement with certain stockholders of G 3 Vision Labs Inc. (“G 3”), pursuant to which the Company obtained the right, but not the obligation, to acquire 100% of the outstanding equity securities of G 3 (the “Call Option”). G 3 owns all or substantially all of the equity securities of Med Screen Laboratories Inc., Dominion Diagnostics LLC and Acutis Diagnostics Inc. If the Call Option is exercised and the contemplated acquisition is completed, G 3 and its subsidiaries would become direct or indirect subsidiaries of the Company.

The Company’s ability to exercise the Call Option is subject to the satisfaction of various conditions, including the Company or G 3 consummating, or obtaining 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 G 3 indebtedness or receipt of applicable lender consents; receipt of certain Company stockholder and Nasdaq approvals; continued listing of the Company’s 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 Call Option expires 90 days after the target companies provide the Company with specified audited and reviewed financial information.

As consideration for the Call Option, the Company issued to the sellers an aggregate of 50,280 shares of common stock and 52,903.566 shares of newly designated Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”). The Call Option consideration is 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. Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock following receipt of the required stockholder approval, subject to certain beneficial ownership limitations. If the Company exercises the Call Option, the sellers will be entitled to receive an additional 53,918.113 shares of Series A Preferred Stock. If the conditions to exercise the Call Option are not satisfied or the Call Option is not exercised, the sellers will retain the common stock and Series A Preferred Stock issued as consideration for the grant of the Call Option.

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 $0.6 million and 3,037.381 shares of Series A Non-Voting Convertible Preferred Stock. The Company also incurred transaction-related employee bonuses as a result of executing the Option Agreement, 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. The Company also incurred legal and other professional fees as a result of executing the Option Agreement, for which the amount is being finalized.

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 49.9% of the Company’s outstanding common stock following conversion and established the conversion price as the closing price of the Company’s 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 the Company’s common stock at a conversion price of $4.28 per share.

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 5 th amendment to the Ascent Convertible Note Agreement for which the Company 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, the Company also amended the exercise price of the Ascent Warrants to $1.07 per share.

Issuance of Series A Preferred Stock upon Settlement of Liabilities

On August 18, 2026, the Company issued 4,271.298 shares of Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”) in settlement of approximately $4.6 million of outstanding liabilities, consisting of approximately $3.2 million owed to financial advisors and vendors, $0.8 million of accrued employee bonuses and $0.6 million of convertible notes payable. The Series A Preferred Stock is not subject to a lock-up period and is subject to registration on a future Form S-1 to be filed at the earliest commercially reasonable date. Each share of Series A Preferred Stock is convertible into 250 shares of the Company’s common stock, after giving effect to the August Reverse Stock Split, following receipt of the required stockholder approval and subject to certain beneficial ownership limitations.

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 0.93458 shares of Preferred Stock for every $1,000 in aggregate principal, accrued and unpaid interest, and any other amounts owed on these existing convertible notes. The shares of Series A Preferred Stock to be issued pursuant to the exchange agreement may be converted to Common Stock at a conversion price of $4.28 per share of Common Stock. The balance of the liabilities expected to be exchanged as of the date of the agreement and the date of the issuance of these condensed consolidated financial statements is approximately $6.1 million in total, which is made up of approximately $5.5 million of principal and approximately $0.6 million of accrued interest.