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Item 1. Financial Statements

2025-11-19 compared with 2025-08-14 · 1611 added, 1341 removed, 56 unchanged (98% of the section changed)

1 unchanged sentence

PROFUSA, INC.

(F/K/A NORTHVIEW ACQUISITION

AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

September 30,

Current assets:

Restricted cash

Cash held in Trust Account

Prepaid expenses and other current assets

Prepaid income taxes

Prepaid franchise tax

Digital assets

Total current assets

Cash held in Trust Account

Liabilities, Redeemable Common Stock and Stockholders’ Deficit

Deferred offering costs

Other non-current assets

Liabilities, and stockholders’ deficit

Current liabilities:

Accounts payable and accrued expenses

Advance from Profusa

Accounts payable

Excise tax payable

Convertible promissory note – related party

Securities purchase agreement

Due to redeeming stockholders

Accrued liabilities

Due to related party

Convertible notes payable

Convertible debt payable (including loans and notes payable to a related party of $ 4,127 and $ 25,056 as of September 30, 2025 and December 31, 2024, respectively)

Promissory notes (including notes payable to related parties of $ 878 and $ 850 as of September 30, 2025 and December 31, 2024, respectively)

Total current liabilities

Warrant liabilities

Warrant liabilities at fair value

Loans payable - related party at fair value

Total liabilities

Commitments and contingencies (Note 7)

Common stock subject to possible redemption, 101,777 and 687,519 shares at redemption value of approximately $ 13.07 and $ 12.13 at June 30, 2025 and December 31, 2024, respectively

Convertible Preferred Stock:

Series A convertible preferred stock:

$ 0.0001 par value – 0 shares authorized.

issued and outstanding at September 30, 2025 and 4,350,314 shares authorized, issued and outstanding at December 31, 2024, (Liquidation preference $ 5,307 at December 31, 2024)

Series B convertible preferred stock:

$ 0.0001 par value – 0 shares authorized, issued and outstanding at September 30, 2025, and 5,293,175 shares authorized, issued and outstanding at December 31, 2024, (Liquidation preference $ 13,815 at December 31, 2024)

Series C/C-1 convertible preferred stock:

$ 0.0001 par value – 0 shares authorized, issued and outstanding at September 30, 2025, and 8,220,445 shares authorized issued and outstanding at December 31, 2024, (Liquidation preference $ 45,062 at December 31, 2024)

Total convertible preferred stock

Stockholders’ deficit:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Common stock, $ 0.0001 par value;

100,000,000 shares authorized;

5,193,750 shares issued and outstanding at June 30, 2025 and December 31, 2024 (excluding 101,777 and 687,519 shares subject to possible redemption at June 30, 2025 and December 31, 2024, respectively)

Undesignated preferred stock:

$ 0.0001 par value – 5,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2025, and December 31, 2024

Common stock:

$ 0.0001 par value – 600,000,000 authorized shares at September 30, 2025 and December 31, 2024, and 41,731,496 and 8,593,991 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in-capital

Accumulated deficit

( 22,510,739 )

( 12,957,266 )

Total stockholders’ deficit

( 22,510,220 )

( 12,956,747 )

Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit

Total liabilities and stockholders’ deficit

The accompanying notes are an integral part of

the unaudited condensed consolidated financial statements.

these condensed consolidated financial statements.

PROFUSA, INC.

(F/K/A NORTHVIEW ACQUISITION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

Formation and operating costs

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Three Months Ended

September 30,

Nine Months Ended

September 30,

Government grant revenue

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

( 1,550,665 )

Other (expense) income:

Interest income earned on cash held in Trust Account

Change in fair value of convertible promissory note

( 1,154,729 )

( 1,380,059 )

Change in fair value of securities purchase agreement

Change in fair value of warrant liabilities

( 5,917,445 )

( 6,265,530 )

Other income (expense)

Gain (loss) on change in the fair value of related party convertible debt

Gain on the change in fair value of warrant liabilities

Loss on the change in fair value of digital assets

Interest expense (including related parties amounts of $ 97 and $ 575 for the three months ended September 30, 2025 and September 30, 2024, and $ 1,326 and $ 1,774 for the nine months ended September 30, 2025 and September 30, 2024, respectively)

Financing costs

Other income (expense)

Total other expense, net

( 7,227,406 )

( 7,744,383 )

Loss before provision for income tax

( 8,194,490 )

( 9,295,048 )

( 1,173,284 )

Income tax provision

$ ( 8,196,876 )

$ ( 397,487 )

$ ( 9,316,786 )

$ ( 1,217,764 )

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net loss per share, common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, common stock

Basic and diluted net loss per share, common stock

Net loss and comprehensive loss

Net loss per share, basic and diluted

Weighted-average common shares outstanding, basic and diluted

(1) $49 thousand and $145 thousand of interest was reclassified from interest

expense into gain (loss) on change in the fair value of related party convertible debt for the three and nine months ended September 30,

2024, respectively.

This reclassification has no impact on total other income (expense) or net loss and comprehensive net loss.

The accompanying notes are an integral part of

the unaudited condensed consolidated financial statements.

these condensed consolidated financial statements.

PROFUSA, INC.

(F/K/A NORTHVIEW ACQUISITION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2025 (UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

Preferred Stock

Stockholders’

Balance as of December 31, 2024

$ ( 12,957,266 )

$ ( 12,956,747 )

Accretion of common stock to redemption value

Excise tax payable attributable to redemption of common stock

( 1,119,910 )

Balance as of March 31, 2025 (unaudited)

( 14,298,283 )

( 14,297,764 )

Accretion of common stock to redemption value

Excise tax payable attributable to redemption of common stock

( 8,196,876 )

at January 1, 2025 (1)

Stock-based compensation expense

March 31, 2025

Stock-based compensation expense

June 30, 2025

Conversion of preferred stock into

( 4,350,314 )

Balance as of June 30, 2025 (unaudited)

( 5,293,175 )

( 8,220,445 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Common stock issued to employees

Stock-based compensation expense

Conversion of debt to common shares

in connection with the merger

Issuance of common stock to Northview

stockholders as a result of the merger

Issuance of inducement shares to

related party in connection with the merger

Issuance in shares in connection

with exercise of ELOC

Issuance of warrants in connection

with exercise of ELOC Warrants

Issuance in shares in connection

with exercise of ELOC Warrants

Issuance of warrants to financial

advisor in connection with the merger

September 30, 2025

(1) Retroactively restated for the reverse recapitalization as described

The accompanying notes are an integral part of

these condensed consolidated financial statements.

PROFUSA, INC.

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2024 (UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

Preferred Stock

Stockholders’

Balance as of December 31, 2023

$ ( 3,459,829 )

$ ( 3,459,310 )

Accretion of common stock to redemption value

Excise tax payable attributable to redemption of common stock

Balance as of March 31, 2024 (unaudited)

( 4,496,722 )

( 4,496,203 )

Accretion of common stock to redemption value

Balance as of June 30, 2024 (unaudited)

$ ( 5,075,539 )

$ ( 5,075,020 )

at January 1, 2024

compensation expense

at March 31, 2024

compensation expense

at June 30, 2024

compensation expense

at September 30, 2024

(1) Retroactively restated for the reverse recapitalization as described

The accompanying notes are an integral part of

the unaudited condensed consolidated financial statements.

these condensed consolidated financial statements.

PROFUSA, INC.

(F/K/A NORTHVIEW ACQUISITION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

For the Six Months Ended

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

For the nine months ended,

Cash flows from operating activities

$ ( 9,316,786 )

$ ( 1,217,764 )

Adjustments to reconcile net loss to net cash used in operating activities:

Interest income on cash held in Trust Account

Change in fair value of warrant liabilities

Changes in fair value of convertible promissory note

Changes in fair value of securities purchase agreement

Changes in operating assets and liabilities:

Non-cash interest expense

Gain (loss) on change in fair value of related party convertible debt

Noncash issuance of inducement shares in connection with the merger

Noncash issuance of warrants associated with ELOC costs

Stock-based compensation expenses

Gain on change in fair value of warrant liabilities

Loss on change in fair value of digital assets

Changes in assets and liabilities:

Other receivables

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Income tax payable

Prepaid income taxes

Prepaid franchise taxes

Due to related party

Deferred tax liability

Other non-current assets

Accounts payable

Accrued liabilities

Net cash used in operating activities

Cash flows from investing activities

Payment of extension fee into Trust Account

Cash withdrawn from Trust Account in connection with redemption

Reimbursement of franchise and income taxes from Trust Account

Net cash provided by investing activities

Purchase of digital assets

Net cash used in investing activities

Cash flows from financing activities

Proceeds from convertible promissory note

Advance from Profusa

Redemption of common stock

( 6,510,830 )

( 2,653,439 )

Net cash used in financing activities

( 6,003,197 )

( 1,944,458 )

Net change in cash

Cash, beginning of the period

Cash, end of the period

Proceeds from issuance of notes

Proceeds from ELOC

Proceeds from issuance of loans payable

Proceeds from issuance of convertible loan

Net cash received from the reverse recapitalization

Repayment of convertible notes

Payment of deferred offering costs

Net cash provided by financing activities

Net increase (decrease) in cash

Cash at the beginning of the period

Cash at the end of the period

Supplemental disclosures of non-cash investing and financing information:

Assumption of net liabilities of Northview

Issuance in shares in connection with convertible note

Increase (decrease) in unpaid deferred offering costs

Issuance in shares in connection with ELOC transaction costs

Issuance of warrants in connection with ELOC costs

Issuance in shares in connection with non-recourse note to employees

Conversion of preferred stock into common stock

Issuance of HCW warrants in lieu of cash payment

Conversion of debt to equity

Supplemental disclosure of cash flow information:

Income taxes paid

Excise tax payable attributable to redemption of common stock

Accretion of common stock to redemption value

Redemption payments due to redeeming stockholders

Reconciliation of Cash and Restricted Cash:

Cash, beginning of the period

Restricted cash – beginning of the period

Cash and Restricted Cash, Beginning of the period

Reconciliation of Cash and Restricted Cash:

Cash, end of the period

Restricted cash – end of the period

Cash and Restricted Cash, End of the period

Cash paid for interest

Cash paid for taxes

The accompanying notes are an integral part of

the unaudited condensed consolidated financial statements.

these condensed consolidated financial statements.

PROFUSA, INC.

(F/K/A NORTHVIEW ACQUISITION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Note 1 – Description of Organization and Business Operations

NorthView Acquisition Corporation (now known

as Profusa, Inc.) (the “Company” or “Northview”) was a blank check company incorporated in Delaware on April

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or similar business combination with one or more businesses (“Business Combination”).

The Company had a wholly-owned subsidiary, NV

Profusa Merger Sub Inc.

(“Merger Sub”), a Delaware corporation incorporated on October 13, 2022, which was formed solely

in contemplation of the Merger with Profusa (See below).

In connection with the Merger, which was consummated on July 11, 2025, Merger

Sub is no longer in existence.

Business Combination

On November 7, 2022, the Company, Profusa, Inc.,

a California corporation (“Profusa”) and Merger Sub entered into a Merger Agreement and Plan of Reorganization (as the same

has been amended, supplemented or otherwise modified from time to time, the “Merger Agreement”).

On June 5, 2025 (the “Redemption Date”),

the Company received requests to redeem a total of 52,784 Public Shares (as defined below), representing 32.4 % of the total Public Shares

of the Company outstanding prior to the Redemption Date.

Following the redemption, 5,295,527 Public Shares were outstanding.

At the special meeting of the stockholders held

on June 9, 2025 (the “Special Meeting”), the Company’s stockholders voted to approve the proposals outlined in the

final prospectus and definitive proxy statement filed by the Company with the U.S.

Securities and Exchange Commission (the “SEC”)

on May 15, 2025 (the “Proxy Statement/Prospectus”), including, among other things, the adoption of the Merger Agreement and

approval of the transactions contemplated thereby, including the merger of Merger Sub with and into Profusa, with Profusa continuing

as the surviving corporation and as a wholly-owned subsidiary of the Company (the “Merger”), and the issuance of the Company’s

common stock as consideration thereunder (together with the other transactions contemplated by the Merger Agreement, the “Business

Combination”).

On July 11, 2025 (the “Closing Date”),

the Company closed the Business Combination with Profusa.

As a result of the Business Combination, the Company owns 100 % of the outstanding

common stock of Profusa.

AND SUBSIDIARY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

Note 1 — Organization, Description of Business, Going Concern

and Significant Risks and Uncertainties

Description of Business

Profusa, Inc.

(the “Company”) was incorporated in the state

of California on May 11, 2009 .

The Company is engaged in the development of a new generation of biointegrated sensors that potentially

empowers the individual with the ability to monitor their unique body chemistry.

The Company’s technology enables the development of bioengineered

sensors that are designed to become one with the body to detect and continuously transmit actionable, clinical-grade data for personal

and medical use.

The Company’s first offering in the European Union, the Lumee™ Oxygen Platform, is designed to report reliable

tissue oxygen levels at various regions of interest, both acutely and long-term.

The Lumee™ Oxygen Platform has been designed for

use in applications where monitoring of compromised tissue is beneficial, such as peripheral artery disease that results in narrowing

of blood vessels and reduced blood flow to the lower limbs;

chronic wounds (diabetic ulcers, pressure sores) that do not heal properly;

and reconstructive surgery.

The Company’s research and development efforts are primarily

focused on its Lumee™ Glucose Platform which is a system designed to monitor glucose levels in interstitial fluid, continuously

and long-term.

A tiny, biocompatible gel injected under the skin acts as a continuous glucose monitor (“CGM”) for several

The ability of Lumee™ Glucose to provide continuous glucose monitoring with only an initial single injection, is an attractive

alternative for people with diabetes to manage their disease without the need for frequent finger sticks required by standard glucometers,

or the need for weekly sensor replacement as required by current short-term needle-type CGMs.

On July 11, 2025 (the “Closing Date”), NorthView Acquisition

Corporation (“Northview”), consummated its previously announced business combination (the “Business Combination”)

with Profusa, Inc., a California corporation (“Legacy Profusa”), pursuant to that certain Merger Agreement and Plan of Reorganization,

dated as of November 7, 2022 (as the same has been amended, supplemented or otherwise modified from time to time, the “Merger Agreement”),

between Northview, Legacy Profusa, and NV Profusa Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Northview

(“Merger Sub” and, collectively, the “Parties”).

The consummation of the Business Combination involved the merger

(the “Merger”) of Merger Sub with and into Legacy Profusa, pursuant to which, at the closing of the transactions contemplated

by the Merger Agreement (the “Closing”), the separate corporate existence of Merger Sub ceased, with Legacy Profusa as the

surviving corporation becoming a wholly-owned subsidiary of Northview, pursuant to the terms of the Merger Agreement.

As a result of the

Business Combination, Northview owns 100 % of the outstanding common stock of Legacy Profusa.

In connection with the closing of the Business

Combination, the Company changed its name from “NorthView Acquisition Corporation” to “Profusa, Inc.”

Business Prior to the Business Combination

On December 22, 2021, the Company consummated

its Initial Public Offering (“IPO”) of 18,975,000 units (the “Units”), which included 2,475,000 Units issued

pursuant to the full exercise of the over-allotment option granted to the underwriters.

Each Unit consists of one share of common stock

of the Company, par value $ 0.0001 per share, one right (the “Rights”), and one-half of one redeemable warrant of the Company

(the “Warrants”).

Each Right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock.

entitles the holder thereof to purchase one share of common stock for $ 11.50 per share, subject to adjustment.

The Units were sold at

a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 189,750,000 .

Simultaneously with the closing of the IPO, the

Company completed the private sale of an aggregate of 7,347,500 warrants (the “Private Placement Warrants”), which included

697,500 Private Placement Warrants issued pursuant to the full exercise of the over-allotment option granted to the underwriters, to

NorthView Sponsor I, LLC (“the Sponsor”), I-Bankers Securities, Inc., and Dawson James Securities, Inc.

at a purchase price

of $ 1.00 per Private Placement Warrant, generating gross proceeds to the Company of $ 7,347,500 , which is discussed in Note 4.

Transaction costs in connection with the IPO

amounted to $ 7,959,726 , consisting of $ 3,450,000 of underwriting discount, $ 3,570,576 of Representative’s Shares cost, $ 259,527

of Representative’s Warrants cost and $ 679,623 of other offering costs.

Following the closing of the IPO on December

22, 2021, an amount of $ 191,647,500 ($ 10.10 per Unit), excluding $ 741,228 that was wired to the Company’s operating bank account

on December 31, 2021 for working capital purposes, from the net proceeds of the sale of the public units in the IPO and the sale of the

Private Placement Warrants was placed in a Trust Account (“Trust Account”) and invested in United States government treasury

bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions

under Rule 2a-7 under the Investment Company Act as determined by the Company.

Except with respect to interest earned on the funds held

in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO will not be released from

the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of

any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate

of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100 % of the public shares if the Company

does not complete the initial Business Combination within the extended period (or any additional extension from the closing of our IPO

if we extend the period of time to consummate a business combination) (the “Combination Period”), or (B) with respect to

any other provision relating to stockholders’ rights or pre-Business Combination activity, and (iii) the redemption of all of the

Company’s public shares if the Company is unable to complete the Business Combination within the Combination Period, subject to

applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any,

which could have priority over the claims of the Company’s public stockholders.

The Company provided its public stockholders with

the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination in connection

with a stockholder meeting called to approve the initial Business Combination.

The decision as to whether the Company will seek stockholder

approval of a proposed initial Business Combination or conduct a tender offer was made by the Company, solely in its discretion.

The stockholders

were entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation

of the initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding

public shares, subject to the limitations described herein.

The per share amount the Company distributed to investors who properly redeemed

their shares was not reduced by the fee payable to I-Bankers and Dawson James pursuant to the Business Combination Marketing Agreement

(see Note 6).

On March 10, 2023, the Company held a vote to

amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination

from March 22, 2023 to December 22, 2023 (the “First Extension Meeting”).

On December 21, 2023, the Company held a special

meeting of stockholders to vote on extending the Combination Period.

As a result, the Company extended the Combination Period from December

22, 2023 to March 22, 2024.

In connection with the extension, 140,663 shares of the Company’s common stock were redeemed, with

6,027,219 shares of Common Stock remaining outstanding after the Redemption;

833,469 shares of Common Stock remaining outstanding after

the Redemption are shares issued in connection with our IPO (the “Public Shares”).

In January 2024, $ 1,565,078 was paid from

the Trust Account to redeeming stockholders in connection with the extension.

On January 2, 2024, the Company and Continental

Stock Transfer & Trust Company (“CST”) entered into Amendment No.

1 to Investment Management Trust Agreement, dated December

20, 2021, by and between the Company and CST, to allow CST, upon written instruction of the Company, to (i) hold the funds in the Company’s

trust account uninvested or (ii) hold the funds in an interest-bearing bank demand deposit account.

On January 10, 2024, the Company’s Board

of Directors approved, and the Company amended, its Convertible Working Capital Promissory Note (the “Note”) with the sponsor

to increase the principal amount of the Note that could be drawn on to $ 1.5 million.

The amended and restated Note also allows for

the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $ 2.22 per

share at the election of the sponsor.

On May 31, 2024, the Company’s Board of Directors approved and the Company entered into a

second amendment of its Convertible Working Capital Promissory Note with the sponsor to increase the principal amount of the Note that

could be drawn on to $ 2.5 million.

The second amended and restated Note also allows for the conversion of the outstanding principal

balance of the Note to be repaid in shares of Company common stock at a price of $ 2.22 per share at the election of the sponsor.

On March 21, 2024, the Company held its 2024

Annual Meeting of Stockholders (the “Meeting”).

At the meeting, the Company’s stockholders approved the amendment of

the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business

combination or, if it fails to do so, cease its operations and redeem or repurchase 100 % of the shares of the Company’s common

stock issued in the Company’s initial public offering, from March 22, 2024, monthly for up to six additional months at the election

of the Company and only upon contribution of $ 0.05 per month per outstanding public share, ultimately until September 22, 2024.

In connection with the meeting, the holders of 95,394 Public

Shares properly exercised their right to redeem, with 5,931,825 shares of Common Stock remaining outstanding after the Redemption;

shares of Common Stock remaining outstanding after the Redemption are Public Shares.

Consequently, the contribution was $ 36,904 per

month needed for the Company to continue to extend the Combination Period monthly.

On May 8, 2024 and May 31, 2024, the Company made

two deposits of $ 36,904 each for April and May extension contributions.

On September 10, 2024, the Company made a deposit of $ 112,114 ,

of which $ 110,714 was for June, July and August extension contributions and $ 1,400 for lost interest due to late trust payments.

On September 19, 2024, the Company held a special

meeting of stockholders (the “Meeting”).

At the Meeting, the Company’s stockholders approved an amendment to the Company’s

amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial Business Combination

to March 22, 2025.

In connection with the approval of the extension amendment, holders of 50,556 shares of the Company’s

common stock exercised their right to redeem, with 5,881,269 shares of common stock remaining outstanding after the redemption;

shares of common stock remaining outstanding after the redemption are Public Shares.

Consequently, the contribution is $ 34,376 per

month needed for the Company to continue to extend the Combination Period monthly.

On December 13, 2024, the Company made a deposit of

$ 68,752 for the October and November extension contributions and on December 23, 2024, the Company made a deposit of 34,376 for the December

extension contribution.

In October 2024, $ 595,439 was paid from the trust account to redeeming stockholders in connection with the extension.

On February 27, 2025, the Company made a deposit of $ 49,376 for the January extension contribution and a portion ($ 15,000 ) of the February

extension contribution.

On March 7, 2025, the Company deposited the remainder of the February extension contribution of $ 19,376 , plus

On March 18, 2025, the Company commenced a special

meeting of stockholders, which was adjourned until March 21, 2025 without conducting any business.

On March 21, 2025, the Company reconvened

the meeting and the stockholders approved the extension of the business combination period until June 22, 2025.

In connection with the

approval of the extension amendment, holders of 532,958 shares of the Company’s common stock exercised their right to

redeem, for an aggregate redemption amount of approximately $ 6.5 million, with 5,348,311 shares of common stock remaining outstanding

after the redemption;

154,561 shares of common stock remaining outstanding after the redemption are Public Shares.

As a condition of

the extension, the Company contributed $ 30,000 to the Trust Account, for the entire extension period, on March 21, 2025.

Additionally,

the stockholders at the meeting approved the amendment of the Company’s charter to remove the requirement that prevented the Company

from redeeming public shares to the extent that it would cause the Company’s net tangible assets to be less than $ 5,000,001 (the

“NTA Requirement”), and our charter was amended on March 21, 2025 to reflect the extension of the business combination and

the removal of the NTA Requirement.

On April 2, 2025, the parties to the Merger Agreement

entered into an Amendment No.

5 to the Merger Agreement (“Amendment No.

5”) pursuant to which Section 9.01 of the Merger Agreement

was amended such that the reference to “March 22, 2025” shall be replaced with “June 22, 2025” by which the Company

must consummate a Business Combination.

On May 8, 2025, the Company entered into a non-redemption agreement

(the “Non-Redemption Agreement”) with I-Bankers Securities, Inc.

and Dawson James Securities, Inc.

(together, the “Investors”),

pursuant to which such Investors agreed that to the extent that redemptions in connection with the vote to approve the Business Combination

reduces the Company’s trust account balance below $1.25 million, the Investors would offer such redeeming shareholders an opportunity

to rescind the redemption of their shares and would instead purchase such shares.

Such purchases would be structured in compliance with

the requirements of Rule 14e-5 under the Exchange Act or would otherwise not constitute a tender offer pursuant to

the Exchange Act.

As of the Closing Date, the Company’s trust account balance was not below $ 1.25 million.

On June 9, 2025, the Company held a special meeting

of stockholders.

At the meeting, the Company’s stockholders approved the Merger Agreement and the actions and transactions contemplated

thereby, including (i) adopt an amended and restated Certificate of Incorporation, to be effective upon closing of the Merger, (ii) approving

certain advisory proposals related to the amended and restated Certificate of Incorporation, (iii) approved the issuance of new shares

of the Company’s Common Stock as merger consideration, (iv) elected new directors, and (v) approved new employee incentive plans.

In connection with the meeting, the holders of 52,784 Public Shares properly exercised their right to redeem, with 5,295,527 shares of

Common Stock remaining outstanding after such redemptions.

On July 1, 2025, the Company filed an amendment

to its Certificate of Incorporation (the “Amendment”) to extend the date by which the Company must consummate a business

combination or, if it fails to do so, cease its operations and redeem or repurchase 100 % of the shares of the Company’s common

stock issued in the Company’s initial public offering, from June 22, 2025 to August 22, 2025.

Previously, on June 27, 2025, the

Company had filed a copy of the Amendment with a date that mistakenly referenced “July 22, 2025” rather than “August

22, 2025,” however such filing was corrected in connection with the filing of the Amendment on July 1, 2025.

The Company’s

stockholders approved the Amendment by a supermajority of at least 65 % via written consent on June 27, 2025.

The Company agreed to waive its right to withdraw

up to $ 100,000 of interest from the Company’s trust account to pay dissolution expenses, should the Company ultimately liquidate

prior to a business combination (the “Dissolution Expense Waiver”).

As a result, the Company was no longer able to withdraw

up to $ 100,000 of interest for such dissolution expenses upon liquidation, and such interest will be held in the trust account and not

be released until the earliest to occur of (i) the completion of the initial business combination, (ii) the redemption of 100 %

of the Offering Shares (as defined below) if the Company is unable to complete its initial Business Combination within the Extension,

and (iii) the redemption of Public Shares in connection with a vote seeking to amend the provisions of our Charter.

The Company also agreed to waive its right to

withdraw interest from the Company’s trust account to pay the Company’s tax expenses (the “Tax Expense Waiver”).

As a result, the Company was no longer able to withdraw interest in order to pay future tax expenses, and such interest will be held

in the trust account and not be released until the earliest to occur of (i) the completion of the initial business combination,

(ii) the redemption of 100 % of the Offering Shares (as defined below) if the Company is unable to complete its initial Business

Combination within the Extension, and (iii) the redemption of Public Shares in connection with a vote seeking to amend the provisions

of our Charter.

Prior to such announcement, and subsequent to

the record date of February 21, 2025, for the Special Meeting, the Company withdrew approximately $ 23,200 of interest from the trust

account for tax expenses.

All of the Public Shares contain a redemption

feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a stockholder vote or tender

offer in connection with our initial business combination and in connection with certain amendments to our amended and restated certificate

of incorporation.

In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,

redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside

of permanent equity.

Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial

carrying value of common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20.

common stock is subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option

to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable

that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in

the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the

end of each reporting period.

The Company has elected to recognize the changes immediately.

The Sponsor, officers and directors have agreed

to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the

initial Business Combination, (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder

Shares if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled

to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the

Business Combination within such time period);

and (iii) vote their Founder Shares and any public shares purchased during or after the

IPO in favor of the initial Business Combination.

The Company’s Sponsor has agreed that it

will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a

prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in

the Trust Account to below (i) $ 10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the

date of the liquidation of the Trust Account due to reductions in value of the trust assets, in each case net of the amount of interest

which may be released to the Company to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights

to seek access to the Trust Account and except as to any claims under indemnity of the underwriters of the IPO against certain liabilities,

including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against

a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

Nasdaq Delisting Notification

On December 20, 2024, the Company received a

written notice from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market that the Company’s securities would

be delisted from The Nasdaq Stock Market by reason of the failure of the Company to complete its initial business combination by December

20, 2024 (36 months from the effectiveness of its IPO registration statement) as required by Listing Rule IM-5101-2.

Accordingly, trading

in the Company’s Common Stock, Rights and Warrants was suspended at the opening of business on December 27, 2024 and a Form 25-NSE

was filed by Nasdaq with the Securities and Exchange Commission, which removed the Company’s securities from on the Nasdaq Stock

The Company’s Common Stock, Rights and Warrants began to be quoted on the Pink Markets operated on The OTC Market systems

(“OTC Market”) under the symbols “NVAC,” “NVACR” and “NVACW.”

Use of Funds Restricted for Payment of Taxes

From inception to date, the Company has withdrawn a total of $ 1,484,219 of interest from the Trust Account of which $ 1,453,297 was paid

for franchise and income taxes.

Of the aggregate withdrawals, $ 30,922 was restricted for the payment of the Company’s income taxes.

The Company utilized $ 29,171 of these withdrawals towards funding operating expenses, as well as the monthly extension deposits.

June 30, 2025, the Company has restricted cash of $ 1,751 .

The Company intends to deposit $ 29,171 back into the Trust Account or use the

$ 29,171 (or a portion thereof) for tax obligations until a deposit is made into the trust on a future date.

Liquidity and Going Concern

As of June 30, 2025, the Company had $ 1,751

in restricted cash and a working capital deficit of $ 15,492,554 .

Prior to the completion of the Company’s IPO, the Company’s

liquidity needs had been satisfied through a capital contribution from the Sponsor of $ 25,000 for the founder shares to cover certain

of the offering costs and the loan under an unsecured promissory note from the Sponsor of $ 204,841 , which was fully paid upon the IPO.

Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied

through the proceeds from the consummation of the Private Placement not held in the Trust Account, and the drawdowns on the convertible

promissory note.

In order to finance transaction costs in connection

with an intended Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s

officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).

On April 27, 2023, the Company signed a Convertible

Working Capital Promissory Note (“the Note”) with the Sponsor for $ 1,200,000 .

The Note is non-interest bearing and is due

the earlier of the consummation of a business combination or the date of liquidation.

The Sponsor may elect to convert all or any portion

of the unpaid principal balance of this Note into warrants, at a price of $ 1.00 per warrant.

On January 10, 2024, the Company’s Board

of Directors approved, and the Company amended the Note to increase the principal amount of the Note that could be drawn on to $ 1.5 million.

The amended and restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares

of Company common stock at a price of $ 2.22 per share at the election of the sponsor.

On May 31, 2024, the Company’s Board of

Directors approved, and the Company second amended its Note to increase the principal amount of the Note that could be drawn on to $ 2.5 million.

The second amended and restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in

shares of Company common stock at a price of $ 2.22 per share at the election of the sponsor.

The Company had principal outstanding of $ 1,919,796

and is presenting the Note at fair value on its balance sheet at June 30, 2025 in the amount of $ 10,288,111 .

As of June 30, 2025, no

amounts were repaid against the loan.

The Company incurred

significant costs in pursuit of its Business Combination.

As part of the closing, the Company had cash inflows of $ 1.3 million from the

Trust Account, net of redemptions, and the $ 9 million net PIPE convertible note.

Cash outflows included marketing fees and vendor payments

which totaled $ 3.4 million due at closing.

In connection with the Company’s assessment of going concern considerations in accordance

with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that subsequent to the closing

of the Merger, there continues to be factors which raise substantial doubt about the Company’s ability to continue as a going concern

Combination, Northview changed its name from “NorthView Acquisition Corporation” to “Profusa, Inc.”

Going Concern

The Company has incurred significant net operating losses from operations.

As of September 30, 2025, the Company has a working capital deficit of approximately $( 19.3 ) million.

For the nine months ended September

30, 2025, the Company incurred a net loss of approximately $( 27.3 ) million and used approximately $( 11.1 ) million of cash in operating

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 and to a lesser extent, revenues from government grants.

Additional funds may be necessary to maintain current operations

and will be required for successful product commercialization efforts.

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.

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”).

On July 11, 2025, the Company consummated the Business Combination.

At the Closing and pursuant to the PIPE Subscription Agreement,

Profusa issued a PIPE Convertible Note in the principal amount of $ 10,000,000 (the “Initial Note”) for a purchase price

of $ 9,000,000 , reflecting a 10 % Original Issuance Discount (“OID”).

Management believes this liquidity is not sufficient to

alleviate the relevant conditions or events that 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.

Risks and Uncertainties

On August 16, 2022, the Inflation Reduction Act

of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1 % excise

tax on certain repurchases of stock occurring on or after January 1, 2023, by publicly traded U.S.

domestic corporations, by certain

domestic subsidiaries of publicly traded foreign corporations, by “covered surrogate foreign corporations” (as defined

in the IR Act) and by certain affiliates of the foregoing.

The excise tax is imposed on the repurchasing corporation itself, not its

stockholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased

at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the

fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

addition, certain exceptions apply to the excise tax.

Any redemption or other repurchase that occurs

after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise

would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business

Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE”

or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination

but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability

to complete a Business Combination.

On March 22, 2023 and December 21, 2023, the

Company’s stockholders redeemed 18,000,868 and 140,663 shares, respectively, for a total of $ 184,845,836 and $ 1,565,078 , respectively.

On March 26, 2024, the Company’s stockholders redeemed 95,394 shares for a total of $ 1,088,361 .

On September 30, 2024, the Company’s

stockholders redeemed 50,556 shares for a total of $ 595,439 .

On March 26, 2025, the Company’s stockholders redeemed 532,958 shares

for a total of $ 6,510,830 .

On June 16, 2025, the Company’s stockholders redeemed 52,784 shares for a total of $ 661,012 .

determined that an excise tax liability should be recorded due to the redeemed shares.

As of June 30, 2025 and December 31, 2024, the

Company has a charge to stockholders’ deficit of $ 1,952,662 and $ 1,880,944 of excise tax liability, including $ 71,718 and $ 16,838

charged during the six months ended June 30, 2025 and the year ended December 31, 2024, respectively, calculated as 1 % of the value of

shares redeemed.

On July 3, 2024, the Treasury issued final regulations

with respect to the procedure and administration of the Excise Tax.

These regulations provided that the filing and payment deadline for

any liability incurred during the period from January 1, 2023 to December 31, 2023 would be October 31, 2024.

As of June 30, 2025 and

the date of this report, the excise tax was not paid and was recorded as excise tax payable.

Any amount of such Excise Tax not paid in

full, could be subject to additional interest and penalties which are currently estimated at 7 % or 9 % interest per annum and a 0.5 % underpayment

penalty per month or portion of a month up to 25 % of the total liability for any amount that is unpaid.

As of June 30, 2025 and December 31, 2024, $ 1,952,662

and $ 1,880,944 in excise tax was accrued on the accompanying condensed consolidated balance sheets, respectively.

On January 29, 2025,

the Company claimed disaster relief under IRC Section 7508A relating to Hurricane Beryl as announced in IRS Announcement TX-2024-08.

Under the disaster relief claim, the time for filing of the September 30, 2024 Quarterly Federal Excise Tax Return and payment of the

2023 excise taxes on repurchases of corporate stock normally due on October 31, 2024 should be postponed to February 3, 2025.

was not subject to excise tax interest and penalties until February 3, 2025.

On January 29, 2025, the Company filed their 2024

excise tax return.

The Company did not repay the excise tax in full by June 30, 2025.

As of June 30, 2025, the Company accrued approximately

$ 105,970 interest and penalties in the accompanying condensed consolidated statements of operations.

Note 2 – Significant Accounting Policies

On July 28, 2025, the Company entered into the PIPE Subscription

Agreement and the Equity Line of Credit (“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 $ 100,000,000 of shares of the Company’s common stock, par value $ 0.0001 per share (“Common Stock”),

subject to certain limitations set forth in the Purchase Agreement, from time to time during the term of the Purchase Agreement.

of Common Stock by the Company to Ascent under the 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 Purchase Agreement.

As of September 30, 2025,

approximately $ 3.5 million in shares of its Common Stock was sold pursuant to the Purchase Agreement.

The Company has entered into

this strategic Committed Equity Facility in order to continue to fund operating cash flows.

On September 30, 2025, the Company met the requirements for the second

tranche of the PIPE Subscription Agreement and Ascent purchased Convertible Notes in the aggregate principal amount of $ 2,222,222 for

a purchase price of $ 2,000,000 (reflecting a 10 % OID) (“Second Purchase”).

In accordance with the Company’s Bitcoin treasury strategy, the

Company purchased 8.53 coins as of September 30, 2025, for a value of $ 1.0 million.

The Company has a buy-and hold investment strategy;

however, this investment additionally may act as a source of liquidity for the Company’s operating cash flow requirements as needed.

The Company is currently working towards meeting regulatory

requirements in Europe in order to commercialize the Lumee Oxygen reader in order to generate revenues in early 2026.

In addition to

management’s focus on commercialization, additional financing is available through the sale of Common Stock and executing

tranches three and four of the PIPE Subscription Agreement which would provide an aggregate of up to an additional $ 10.0 million in

cash for operating expenses to further the product research and development.

Subsequent to the Closing, 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.

On September 11, 2025, Profusa, Inc.

(the “Company”) received

a notice (the “MVLS Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)

notifying the Company that, based upon its review of the market value of listed securities (“MVLS”) of the Company’s

common stock, par value $ 0.0001 per share (the “Common Stock”), from July 29, 2025 to September 10, 2025, the Company no longer

meets Nasdaq Listing Rule 5450(b)(2)(A), which requires companies listed on the Nasdaq Global Market to maintain a minimum MVLS of $ 50,000,000 .

The Company has been provided a compliance period of 180 calendar days, or until March 10, 2026, to regain compliance with Nasdaq Listing

Rule 5450(b)(2)(A).

If at any time during this compliance period, the Common Stock’s MVLS closes at $ 50,000,000 or more for a minimum

of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and this matter will be closed,

provided, however that Nasdaq may, in its discretion, require the Company to maintain the minimum MVLS for a period in excess of ten consecutive

business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability

to maintain long-term compliance.

In the event the Company does not regain compliance with Nasdaq Listing

Rule 5450(b)(2)(A) prior to the expiration of the compliance period, the Company will receive written notification that the Company’s

securities are subject to delisting.

At that time, the Company may appeal the delisting determination to a hearings panel.

is monitoring the MVLS of its listed securities and is considering available options to regain compliance with Nasdaq’s continued

listing standards.

There can be no assurance that the Company will be able to regain compliance with Nasdaq Listing Rule 5450(b)(2)(A)

or maintain compliance with other applicable Nasdaq listing requirements.

On September 11, 2025, the Company received a second notice (the “Bid

Price Notice”, and together with the MVLS Notice, the “Notices”) from Nasdaq notifying the Company that, based upon

its review of the closing bid price of the Common Stock, from July 29, 2025 to September 10, 2025, the Company no longer meets Nasdaq

Listing Rule 5450(a)(1), which requires companies listed on the Nasdaq Global Market to maintain a minimum bid price of $ 1.00 per share.

The Company has been provided a compliance period of 180 calendar days, or until March 10, 2026, to regain compliance with Nasdaq Listing

Rule 5450(a)(1).

If at any time during this compliance period, the Common Stock has a closing bid price bid price of at least $ 1.00 per

share for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and this

matter will be closed, provided, however that Nasdaq may, in its discretion, require the Company to maintain the minimum bid price for

a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that

the Company has demonstrated an ability to maintain long-term compliance.

In the event the Company does not regain compliance with Nasdaq

Listing Rule 5450(a)(1) prior to the expiration of the compliance period, then Nasdaq may grant the Company a second 180 calendar

day period to regain compliance, provided, among other things, the Company meets the continued listing requirement for market value

of publicly-held shares and all other initial listing standards for The Nasdaq Global Market, other than the minimum bid price

requirement, and notifies Nasdaq of its intent to cure the deficiency.

If the Company does not regain compliance within the allotted

compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Common Stock will be

subject to delisting.

The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

The Company is

monitoring the minimum bid price of its listed securities and is considering available options to regain compliance with

Nasdaq’s continued listing standards.

There can be no assurance that the Company will be able to regain compliance with Nasdaq

Listing Rule 5450(a)(1) or maintain compliance with other applicable Nasdaq listing requirements.

Significant Risks and Uncertainties

The Company operates in a dynamic and highly competitive industry and

believes that changes in any of the following areas could have a material adverse effect on the Company’s future financial position,

results of operations, or cash flows:

ability to obtain future financing;

advances and trends in new technologies and industry standards;

results of clinical trials;

regulatory approval and market acceptance of the Company’s products;

development of sales channels;

certain strategic relationships;

litigation or claims against the Company based on intellectual property, patent, product, regulatory,

or other factors;

and the Company’s ability to attract and retain employees necessary to support its growth.

Products developed by the Company require approvals from the U.S.

and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales.

There can be no assurance

that the products will receive the necessary approvals.

If the Company is denied approval, approval is delayed or the Company is unable

to maintain approval, it could have a materially adverse impact on the Company.

The Company has expended and will continue to expend substantial funds

to complete the research, development and clinical testing of product candidates.

The Company also will be required to expend additional

funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive

regulatory approval.

As of September 30, 2025, the Company may be required to seek additional equity or debt financing to commercialize

its products.

If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may

have to delay, reduce the scope of or eliminate one or more of its research or development programs which would materially and adversely

affect its business, financial condition and results of operations.

Inflation, Monetary Response, and Economic Impacts

The world economy is experiencing stubbornly high inflation, a challenge

not faced for decades.

Following the global financial crisis, with inflationary pressures muted, interest rates were extremely low for

years and investors became accustomed to low volatility.

The resulting easing of financial conditions supported economic growth, but it

also contributed to a buildup of financial vulnerabilities.

With inflation at multi-decade highs, monetary authorities in advanced economies

are accelerating the pace of policy normalization.

Policymakers have continued to tighten policy against a backdrop of rising inflation

and currency pressures, albeit with notable differences across regions.

Global financial conditions have tightened notably this year,

leading to capital outflows.

Amid heightened economic and geopolitical uncertainties, investors have aggressively pulled back from risk-taking

and adjusted their investment preferences generally.

Key gauges of systemic risk, such as higher dollar funding costs and counterparty

credit spreads, have risen.

There is a risk of a disorderly tightening of financial conditions that may be amplified by vulnerabilities

built over the years.

In addition, our business, growth, financial condition or results of

operations could be materially adversely affected by instability or changes in a country’s or region’s economic conditions;

changes in laws or regulations or in the interpretation of existing laws or regulations, whether caused by a change in government

or otherwise;

increased difficulty of conducting business in a country or region due to actual or potential political or military conflict;

or action by the U.S.

or foreign governments that may restrict our ability to transact business in a foreign country or with certain foreign

individuals or entities.

A possible slowdown in global trade caused by increasing tariffs or other restrictions could decrease consumer

or corporate confidence and reduce consumer, government and corporate spending in countries inside or outside the U.S., which could adversely

affect our operations.

Climate-related events, including extreme weather events and natural disasters and their effect on critical infrastructure

or internationally, could have similar adverse effects on our operations, users, or third-party suppliers.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated

financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of

America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

Accordingly, they do not

include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited condensed consolidated financial

statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances

and results for the periods presented.

The interim results for the three and six months ended June 30, 2025 are not necessarily indicative

of the results to be expected for the year ending December 31, 2025 or for any future periods.

The accompanying unaudited condensed consolidated

financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in

the Form 10-K annual report filed by the Company with the SEC on March 31, 2025.

Principles of Consolidation

The accompanying condensed consolidated financial

statements include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany balances and transactions

have been eliminated in consolidation.

Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public

accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make

comparison of the Company’s condensed consolidated financial statements with another public company, which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

The accompanying condensed consolidated financial statements have been

prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant

to applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

Unaudited Interim Financial Information

The interim unaudited condensed consolidated financial statements have

been prepared on the same basis as the annual audited consolidated financial statements and in accordance with the rules and regulations

In the opinion of management, the interim unaudited financial statements reflect all adjustments, which include only normal

recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2025, the results

of its operations and changes to stockholders’ equity for the three and nine months ended September 30, 2025 and 2024, and its cash

flows for the nine months ended September 30, 2025 and 2024.

The results for the three and nine months ended September 30, 2025, are not

necessarily indicative of results to be expected for the year ending December 31, 2025, or any other interim periods, or any future year

All amounts included herein have been rounded except where otherwise stated.

As figures are rounded, numbers presented throughout

this document may not add up precisely to the totals we provide and percentages may not precisely reflect the absolute figures.

disclosures have been consolidated or omitted from the unaudited interim condensed consolidated financial statements.

The accompanying interim unaudited condensed consolidated financial

statements should be read in conjunction with the audited consolidated financial statements and the related disclosures as of December

31, 2024 and for the year then ended as found in the Form S-4/A filed by the Company with the SEC on April 3, 2025, as further amended.

Use of Estimates

The preparation of these condensed consolidated

financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate,

could change in the near term due to one or more future confirming events.

Some of the more significant estimates are in connection with

determining the fair value of the warrant liabilities and convertible promissory note.

Accordingly, the actual results could differ significantly

from those estimates.

The preparation of condensed consolidated financial statements in conformity

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’s management regularly assesses these estimates, including those related to accrued liabilities,

valuation of the convertible debt, and senior notes, warrants, milestone based earn-outs, valuation allowance for deferred tax assets,

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.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account.

Cash and Cash Equivalents and Restricted Cash

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

At June 30, 2025 and December 31, 2024, the

Company had $ 1,751 and $0 of restricted cash, respectively, related to funds withdrawn from the Trust Account reserved for

the payment of income and state franchise taxes.

The Company did not have any cash equivalents as of June 30, 2025 and December 31, 2024.

Cash Held in Trust Account

At June 30, 2025 and December 31, 2024, substantially

all of the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank.

During the six months ended June 30, 2025, pursuant

to the trust agreement dated as of December 20, 2021 between the Company and Continental Stock Transfer & Trust Company (“CST”),

the trustee of the Trust Account, $ 78,813 of interest income from the Trust Account was withdrawn by the Company for the payment of franchise

and income taxes.

During the six months ended June 30, 2024, pursuant

to the trust agreement dated as of December 20, 2021 between the Company and Continental Stock Transfer & Trust Company (“CST”),

the trustee of the Trust Account, $ 204,460 of interest income from the Trust Account was withdrawn by the Company for the payment of

franchise and income taxes.

On December 21, 2023, the Company held a special

meeting of stockholders to vote on extending the Combination Period.

As a result, the Company extended the Combination Period from December

22, 2023 to March 22, 2024, which was later extended to March 22, 2025.

In connection with the extension voted on December 21, 2023,

140,663 shares of the Company’s common stock were redeemed.

In January 2024, $ 1,565,078 was paid from the Trust Account to redeeming

stockholders in connection with the extension.

As a result, the Company recorded a liability of $ 1,565,078 as common stock to be redeemed

and reduced common stock subject to possible redemption as of December 31, 2023 on the balance sheet.

Additionally, as part of the adjustment

of common stock subject to possible redemption, the Company classified $ 1,565,078 of the trust account as a current asset on the condensed

consolidated balance sheets, which was paid from the Trust Account in January 2024 to redeeming stockholders.

On March 18, 2025, the Company commenced a special

meeting of stockholders, which was adjourned until March 21, 2025 without conducting any business.

On March 21, 2025, the Company reconvened

the special meeting to approve an extension of time for the Company to consummate an initial business combination from March 22, 2025

to June 22, 2025.

The meeting was adjourned until March 21, 2025, at which the stockholders approve the extension of the business combination

period until June 22, 2025.

As a condition of the extension, the Company contributed $ 30,000 to the Trust Account, for the entire extension

period, on March 21, 2025.

On July 1, 2025, the Company filed the Amendment to extend the date by which the Company must consummate a

business combination or, if it fails to do so, cease its operations and redeem or repurchase 100 % of the shares of the Company’s

common stock issued in the Company’s initial public offering, from June 22, 2025 to August 22, 2025.

In connection with the

special meeting of stockholders to approve the Business Combination, stockholders of the Company redeemed 52,784 shares of common stock

for an aggregate amount of $ 661,012 .

As of June 30, 2025, $ 1,274,549 of the Trust

assets were classified as noncurrent assets and $ 661,012 of the Trust assets due to redeeming stockholders were classified as current

As a result of the Business Combination, the $ 661,012 due to redeeming stockholders was paid at the Closing.

Financial instruments that potentially subject the Company to a concentration

of credit risk consist of cash and other receivables.

Substantially all of the Company’s cash is held by one financial institution.

Such deposits may, at times, exceed federally insured limits.

The Company has not experienced any losses on its cash.

The Company considers all highly liquid investments purchased with

an original maturity of three months or less to be cash equivalents.

As of September 30, 2025 and 2024, cash consisted of cash on deposit

with a bank denominated in U.S.

Digital assets

As a result of the adoption of ASU 2023-08, Intangibles-Goodwill

and Other-Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), digital assets

are measured at fair value as of each reporting period.

The fair value of digital assets is measured using the period-end closing price

from Coinbase, in accordance with ASC 820.

Since the digital assets are traded on a 24-hour period, the Company utilizes the price as

of midnight UTC time.

Changes in fair value are recognized in Gain (loss) on fair value of digital assets , in Operating income

(loss) on the Statement of Operations.

When the Company sells digital assets, gains or losses from such transactions are measured

as the difference between the cash proceeds and the carrying basis of the digital assets as determined on a First In-First Out basis and

are also recorded within the same line item, Gains (loss) on fair value of digital assets .

The Company holds all digital assets with BitGo for custodial services,

who were selected based on various factors, including their financial strength and industry reputation.

Custodian risk refers to the potential

loss, theft, or misappropriation of the Company’s digital assets due to operational failures, cybersecurity breaches, or financial

difficulties experienced by these third parties.

Although the Company periodically monitors the financial health, insurance coverage,

and security measures of its custodians, reliance on such third parties inherently exposes the Company to risks that it cannot fully mitigate.

Deferred Offering Costs

Specific incremental costs, consisting of legal, accounting and other

fees and costs, directly attributable to a proposed or actual offering of securities are deferred and charged against the gross proceeds

of the offering.

In the event of a significant delay or cancellation of a planned offering of securities, all of the costs are expensed.

Offering costs capitalized as of September 30, 2025 and December 31, 2024 were $ 0 million and $ 2.8 million, respectively.

During the three

and nine months ended September 30, 2025, the Company charged $ 0.3 million against proceeds of the offering in additional paid-in capital

and expensed approximately $ 15 million to general and administrative expenses in the statement of operations, which includes $ 2.4 million

charged against the Business Combination transaction costs.

The $ 0.3 million of deferred offering costs was deducted from the gross proceeds

of the share issuance and is presented as a separate line item in the table below, reducing additional paid-in capital in the statement

of changes in stockholders’ deficit.

Balance as of December 31, 2024

Charged against additional paid-in capital

Charged against transaction costs

Balance as of September 30, 2025

On July 28, 2025, the Company entered into the Purchase Agreement and

the ELOC Registration Rights Agreement with Ascent.

Upon the terms and subject to the satisfaction of the conditions contained in the

Purchase Agreement, from and after the Effective Date, the Company will have the right, in its sole discretion, to sell to Ascent up to

$ 100,000,000 of shares of its Common Stock, subject to certain limitations set forth in the Purchase Agreement, from time to time during

the term of the Purchase Agreement.

The ELOC is accounted for in accordance with US GAAP accounting for standby equity purchase agreements

(“SEPA”) which are accounted for as an asset or liability pitot to the settlement of shares in equity and is not considered

indexed to the Company's stock under step 2 in ASC 815-40-15-7 and therefore liability classified.

As consideration for Ascent’s commitment to purchase shares of

Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon our

execution of the term sheet relating to the Purchase Agreement, the Company issued Ascent warrants (the “Commitment Warrants”)

to purchase up to 900,000 shares of Company Common Stock (the “Commitment Warrant Shares”).

Warrants are recorded at their

fair value on grant date which was $ 0.9 million and were expensed to financing fees in accordance with US GAAP accounting for standby

equity purchase agreements (“SEPA”).

Issuance fees such as warrant costs associated to a SEPA or ELOC are

expensed upfront..

The associated equity classified warrants were not remeasured after initial issuance.

In the instance of liability

classified warrants, the Company revalues the warrants in subsequent periods with the change in fair value recorded in earnings.

When the Company draws on the ELOC and issues shares, it recognizes

the proceeds in equity.

The amount recorded is based on the fair value of the cash received.

The Company records ELOC transactions based on the actual cash received for each draw, as this is clearly measurable and traceable.

Merger with Northview Acquisition Company

The Company accounted for the merger with Northview as a reverse recapitalization.

A reverse recapitalization occurs when the legal acquirer (the public shell company) issues shares to the shareholders of the legal acquiree

(the operating company), and the operating company’s shareholders obtain control of the combined entity.

Because the public shell

company does not meet the definition of a business under ASC 805, the transaction is not accounted for as a business combination.

the transaction is accounted for as a capital transaction;

that is, as a recapitalization of the operating company.

The historical financial statements are those of Legacy Profusa.

September 30, 2025 financial statements are those of Profusa Inc., with the assets and liabilities of Northview recognized at fair value

as of the acquisition date.

The equity structure, including the number and type of shares issued and outstanding reflects that of Legacy

Profusa, and includes the equity instruments issued to effect the merger.

Any contingent consideration is measured at fair value at the acquisition

For contingent consideration that does not meet all the criteria for equity classification, such contingent consideration is required

to be recorded at its initial fair value at the acquisition date, and on each balance sheet date thereafter.

Changes in the estimated

fair value of liability-classified contingent consideration are recognized on the condensed consolidated statements of operations in the

period of change.

Accrued Liabilities

The Company recognizes accrued liabilities for expenses that have been incurred but not yet paid as of the reporting date.

recorded when (i) an obligation has been incurred, (ii) the amount is reasonably estimable, and (iii) the related goods or services have

been received.

Accrued liabilities primarily consist of compensation-related expenses (including salaries, bonuses, payroll taxes and

benefits), professional fees, interest expense, operating costs, and other incurred but unpaid obligations.

Management evaluates all known and estimated obligations at each reporting

period and updates accruals based on the best available information.

Accrued liabilities are classified as current when the Company expects

to settle the obligation within one year.

Changes in estimates are recognized in the period in which such changes become known.

Due to Related Parties

Amounts due to related parties represent

liabilities arising from transactions with entities or individuals that meet the definition of a related party under ASC 850, Related

Party Disclosures .

Such balances generally consist of short-term, non-interest-bearing payables for advances, expense reimbursements,

shared services, or other operating costs incurred on behalf of the Company.

These amounts are recorded at their carrying value, which

approximates fair value due to their short-term nature.

The Company recognizes related party payables when the underlying transaction

has occurred, and the amount is fixed or determinable.

Settlements of related party balances typically occur in cash;

however, amounts

may also be settled through offsets or other non-cash arrangements when appropriate.

Management evaluates related party balances each reporting period to

ensure proper classification, measurement, and disclosure.

Amounts expected to be repaid within one year are classified as current liabilities.

All related party transactions are conducted on terms the Company believes approximate those that would be obtained in arm’s-length

transactions;

however, because such arrangements are with related parties, the terms may differ from those obtainable from unrelated third

Fair Value of Financial Instruments

The fair value of the Company’s assets

and liabilities approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due

to their short-term nature, except for the warrant liabilities, convertible promissory note, and securities purchase agreement.

The Company accounts for income taxes under ASC

740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the

expected impact of differences between the condensed consolidated financial statements and tax basis of assets and liabilities and for

the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation

allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

June 30, 2025 and December 31, 2024, the Company’s deferred tax asset had a full valuation allowance recorded against it.

ASC 740 also clarifies the accounting for uncertainty

in income taxes recognized in an enterprise’s condensed consolidated financial statements and prescribes a recognition threshold

and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and

The Company recognizes interest and penalties

related to unrecognized tax benefits as a formation cost expense.

The Company is currently not aware of any issues under review that

could result in significant payments, accruals or material deviation from its position.

The Company incurred $ 340 and no amount of interest

and penalty expenses during the three and six months ended June 30, 2025 and 2024, respectively.

The Company has identified the United States

as its only “major” tax jurisdiction.

The Company is subject to income taxation by major taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and

compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax

benefits will materially change over the next twelve months.

Derivative Financial Instruments

The Company evaluates its financial instruments,

such as warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance

with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at fair value on the grant date

and re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations.

Derivative assets and liabilities are classified in the condensed consolidated balance sheets as current or non-current based on

whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet

Convertible Promissory Note

The fair value of the Company’s convertible

promissory note is valued using a compound option formula on the convertible feature and a present value of the host contract.

The valuation

technique requires inputs that are both unobservable and significant to the overall fair value measurement.

These inputs reflect management’s

own assumption about the assumptions a market participant would use in pricing the working capital loan.

Securities Purchase Agreement

The fair value of the Company’s securities

purchase agreement is valued using Monte Carlo models on the convertible feature and a present value of the host contract.

The valuation

technique requires inputs that are both unobservable and significant to the overall fair value measurement.

The instrument is subject

to re-measurement at each balance sheet date, with changes in fair value recognized in the condensed consolidated statements of operations.

Warrant Liabilities

The Company accounts for the 17,404,250 warrants

issued in connection with the IPO (the 9,487,500 Public Warrants, the 7,347,500 Private Placement Warrants, and the 569,250 Representative

Warrants inclusive of the underwriters’ over-allotment option) in accordance with the guidance contained in ASC 815-40.

guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as

Accordingly, the Company has classified each warrant as a liability at its fair value.

This liability is subject to re-measurement at

each balance sheet date.

With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair

value recognized in the Company’s condensed consolidated statements of operations (See Note 8).

In determining the fair value of the Private

Placement Warrants and the Representative’s Warrants, assumptions related to expected share-price volatility, expected life and

risk-free interest rate are utilized.

The Company estimates the volatility of its common stock based on historical volatility that matches

the expected remaining life of the warrants.

Net Loss Per Common Stock

The Company has two categories of shares, which

are referred to as common stock subject to possible redemption and common stock.

Earnings and losses are shared pro rata between the

two categories of shares.

The 17,404,250 potential shares of common stock for outstanding warrants to purchase the Company’s

shares were excluded from diluted earnings per share for the three and six months ended June 30, 2025 and 2024 because the warrants are

contingently exercisable, and the contingencies have not yet been met.

As a result, diluted net loss per share of common stock is the

same as basic net loss per share of common stock for the periods presented.

The table below presents a reconciliation of the numerator

and denominator used to compute basic and diluted net loss per share for each category of common stock:

The table below presents a reconciliation of

the numerator and denominator used to compute basic and diluted net loss per share for each category of common stock:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Basic and diluted net loss per share:

Allocation of net loss

$ ( 224,777 )

$ ( 7,972,099 )

$ ( 348,029 )

$ ( 685,851 )

$ ( 8,630,935 )

$ ( 159,563 )

$ ( 1,058,201 )

Weighted-average shares outstanding

Basic and diluted net loss per share

Common Stock Subject to Possible Redemption

The Company’s common stock sold as part

of the Units in the IPO (“public common stock”) contain a redemption feature which allows for the redemption of such public

shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s

initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies public common stock outside of permanent equity

as the redemption provisions are not solely within the control of the Company.

The public common stock was issued with other freestanding

instruments (i.e., Public Warrants) and as such, the initial carrying value of public common stock classified as temporary equity was

the allocated proceeds determined in accordance with ASC 470-20.

As of June 30, 2025 and December 31, 2024, the

amount of public common stock reflected on the condensed consolidated balance sheets is reconciled in the following table:

Contingently redeemable common stock, December 31, 2023

Partial redemption

( 1,683,800 )

Accretion of redeemable common stock

Contingently redeemable common stock, December 31, 2024

Partial redemption

( 6,510,830 )

Accretion of redeemable common stock

Contingently redeemable common stock, March 31, 2025

Redemption payment due to stockholders

Accretion of redeemable common stock

Contingently redeemable common stock, June 30, 2025

Recently Issued Accounting Standards

Standards Adopted

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures,

on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker

(“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the

reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities

will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a

single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment

disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods

within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07, which was applied

retrospectively to all prior periods presented.

See Note 9 for further details regarding this adoption.

Standards not yet Adopted

In December 2023, the FASB issued ASU No.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose

specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that

meet a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal,

state and foreign taxes, with further disaggregation required for significant individual jurisdictions.

ASU 2023-09 will become effective

for annual periods beginning after December 15, 2024.

The Company is still reviewing the impact of ASU 2023-09.

Management does not believe that any recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed

consolidated financial statements.

Note 3 – Initial Public Offering

On December 22, 2021, the Company sold 18,975,000

Units, (which included 2,475,000 Units issued pursuant to the full exercise of the over-allotment option) at a purchase price of $ 10.00

Each unit that the Company is offering has a price of $ 10.00 and consists of one share of common stock, one right, and one-half of

one redeemable warrant.

Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the

consummation of an initial business combination.

Each whole warrant entitles the holder thereof to purchase one share of common stock

at a price of $ 11.50 per share, subject to adjustment as described herein.

Public Warrants

Each whole warrant entitles the holder to purchase

one share of common stock at a price of $ 11.50 per share, subject to adjustment as discussed herein.

In addition, if (x) the

Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the

closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of common stock

(with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such

issuance to the initial stockholders or their affiliates, without taking into account any founder shares held by such stockholders or

their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds

from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for funding the initial

Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading

day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market

Value”) is below $ 9.20 per share, the exercise price shall be adjusted (to the nearest cent) to be equal to 115 % of the

higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described in the section

“Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value

and the Newly Issued Price.

The warrants will become exercisable on the later

of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination and will expire

five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier

upon redemption or liquidation.

The Company has agreed that as soon as practicable,

but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its reasonable

best efforts to file, and within 60 business days after the closing of the initial Business Combination, to have declared effective,

a registration statement relating to those shares of common stock, and to maintain a current prospectus relating to such shares of common

stock until the warrants expire or are redeemed.

Notwithstanding the foregoing, if a registration statement covering the shares of common

stock issuable upon exercise of the warrants is not effective within the above specified period following the consummation of the initial

Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when

the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the

exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption

is available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless

Redemption of Warrants

Once the warrants become exercisable, the Company

may redeem the outstanding warrants:

whole and not in part;

a price of $ 0.01 per warrant;

a minimum of 30 days ’ prior written notice of redemption (the “30-day redemption period”);

and only if, the last sale price of the common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day

period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the warrants for redemption

as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless

basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management

will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect

on the stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of the warrants.

In such event,

each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient

obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference

between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.

The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending

on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Note 4 – Private Placement

The Company’s Sponsor, I-Bankers and Dawson

James have purchased an aggregate of 7,347,500 Private Placement Warrants (which included 697,500 Private Placement Warrants issued pursuant

to the full exercise of the over-allotment option) at a price of $ 1.00 per warrant ($ 7,347,500 in the aggregate) in a private placement

that closed simultaneously with the closing of the IPO.

Of such amount, 5,162,500 Private Placement Warrants were purchased by the Sponsor

and 2,185,000 Private Placement Warrants were purchased by I-Bankers and Dawson James.

The Private Placement Warrants are identical

to the warrants included in the units sold in the IPO, except that the Private Placement Warrants:

(i) will not be redeemable by the

Company and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or

any of their permitted transferees.

If the Private Placement Warrants are held by holders other than the initial purchasers or any of

their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same

basis as the warrants included in the Units being sold in the IPO.

Note 5 – Related Party Transactions

Founder Shares

In April 2021, the Sponsor paid $ 25,000 , or approximately

$ 0.005 per share, to cover certain of the offering costs in exchange for an aggregate of 5,175,000 shares of common stock, par value

$ 0.0001 per share (the “Founder Shares”).

In October 2021, the Sponsor irrevocably surrendered to the Company for cancellation

and for no consideration 862,500 shares of common stock.

On December 20, 2021, the Company effected a 1.1- for-1 stock dividend of its

common stock, resulting in the Sponsor holding an aggregate of 4,743,750 shares of common stock.

The Founder Shares include an aggregate

of up to 618,750 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full.

22, 2021, the over-allotment option was fully exercised and such shares are no longer subject to forfeiture.

The Sponsor has agreed not to transfer, assign

or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion of the initial Business Combination

or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business

Combination that results in all of the Company’s public stockholders having the right to exchange their shares of common stock

for cash, securities or other property (the “Lock-up”).

Notwithstanding the foregoing, if the last sale price of the Company’s

common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and

the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination,

the Founder Shares will be released from the Lock-up.

Convertible Promissory Note – Related

On April 27, 2023, the Company signed a Convertible

Working Capital Promissory Note (“the Note”) with the Sponsor for $ 1,200,000 .

The Note is non-interest bearing and is due

the earlier of the consummation of a business combination or the date of liquidation.

The Sponsor may elect to convert all or any portion

of the unpaid principal balance of this Note into warrants, at a price of $ 1.00 per warrant.

On January 10, 2024, the Company’s

Board of Directors approved, and the Company amended the Note to increase the principal amount of the Note that could be drawn on to

$ 1.5 million.

The amended and restated Note also allows for the conversion of the outstanding principal balance of the Note to be

repaid in shares of Company common stock at a price of $ 2.22 per share at the election of the sponsor.

On May 31, 2024, the Company’s

Board of Directors approved and the Company entered into a second amendment of its Convertible Working Capital Promissory Note with the

sponsor to increase the principal amount of the Note that could be drawn on to $ 2.5 million.

The second amended and restated Note

also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price

of $ 2.22 per share at the election of the sponsor.

As of June 30, 2025 and December 31, 2024, the Company had principal outstanding

of $ 1,919,796 and is presenting the Note at fair value on its balance sheet at June 30, 2025 and December 31, 2024 in the amount of $ 10,288,111

and $ 8,908,052 , respectively.

The Company has deferred the repayment of the Note to six months after the Closing.

Securities Purchase Agreement

On February 11, 2025, in a private transaction,

the Company entered into a securities purchase agreement (the “SPA”) with an institutional investor (the “Investor”).

Pursuant to the SPA, the Investor is expected, subject to the conditions relating to such purchase set forth in the SPA, to purchase

from the Company’s senior secured convertible promissory notes (“Ascent Note”) in an aggregate principal amount of

up to $ 22,222,222 for a purchase price of up to $ 20,000,000 , after a 10 % original issue discount (“OID”).

As of June 30,

2025 and December 31, 2024, the Company is presenting the Ascent Note at fair value on its balance sheet at June 30, 2025 and December

31, 2024 in the amount of $ 193,878 and $0, respectively (See details on Note 6).

As a result of the Business Combination, pursuant

to the SPA, the Company issued a PIPE Convertible Note in the principal amount of $ 10,000,000 (the “Initial Note”) for a

purchase price of $ 9,000,000 , reflecting a 10 % OID.

The Initial Note matures on the date that is 18-months from the Closing and is convertible

at any time at the Investor’s option at a conversion price equal to the lower of $ 10 or 95 % of the lowest daily volume-weighted

average price per share of the post-combination company common stock in the 10 trading days prior to the original issue date of the Initial

Note and shall be adjusted, without limitation, based on down-round and most-favored nation (MFN) price and terms protections (the “Conversion

Related Party Loans

In order to finance transaction costs in connection

with an intended initial Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the

Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital

If the Company completes the initial Business Combination, the Company would repay such loaned amounts out of the proceeds

of the Trust Account released to the Company.

Otherwise, such loans would be repaid only out of funds held outside the Trust Account.

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside

the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts.

to $ 1,500,000 of such loans may be convertible, at the option of the lender, into warrants at a price of $ 1.00 per warrant of the post

Business Combination entity.

The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability

and exercise period.

At June 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans, other than

the Note described in “Note 5 – Related Party Transactions – Convertible Promissory Note – Related Party”.

Administrative Service Fee

Commencing on the effective date of the IPO,

the Company began paying its Sponsor a total of $ 5,000 per month for office space, utilities, secretarial support and other administrative

and consulting services.

As of June 30, 2023, the Company and the Sponsor terminated this agreement.

For the three and six months ended

June 30, 2025 and 2024, $ 0 had been incurred and billed relating to the administrative service fee, respectively.

As of June 30, 2025

and December 31, 2024, $ 50,000 relating to the administrative service fee was not paid and recorded as due to related party.

Advances from Profusa

For the three and six months ended June 30, 2025

and 2024, Profusa agreed to advance funds to the Company to pay for operating expenses.

As of June 30, 2025 and December 31, 2024, there

was $ 1,299,040 and $ 791,407 , respectively owed to Profusa, which is due upon demand or at the completion of the Business Combination.

Due to Related Party

As of June 30, 2025 and December 31, 2024, $ 50,000

relating to the administrative service fee was not paid and recorded as due to related party.

On February 24, 2025, the Company paid

costs on behalf of its Sponsor which reduced the balance due by $ 8,820 .

Note 6 – Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, the Private

Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any underlying securities) are entitled

to registration rights pursuant to a registration rights agreement signed on the closing date of the IPO requiring the Company to register

such securities for resale.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that

the Company registers such securities.

In addition, the holders have certain “piggy-back” registration rights with respect

to registration statements filed subsequent to the completion of the initial Business Combination.

However, the registration rights agreement

provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination

of the applicable Lock-up period described in Note 5.

The Company will bear the expenses incurred in connection with the filing

of any such registration statements.

Underwriters Agreement

The underwriters had a 30 -day option from

the date of IPO to purchase up to an additional 2,475,000 units to cover over-allotments, if any.

On December 22, 2021, the

over-allotment was fully exercised.

The underwriters received a cash underwriting

discount of approximately 1.82 % of the gross proceeds of the IPO, or $ 3,450,000 .

Business Combination Marketing Agreement

Under a Business Combination marketing agreement,

the Company engaged I-Bankers and Dawson James as advisors in connection with the Business Combination to assist the Company in holding

meetings with the stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the

Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business

Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press

releases and public filings in connection with the Business Combination.

The Company was obligated to pay I-Bankers and Dawson James

a cash fee for such marketing services upon the consummation of the initial Business Combination in an amount of 3.68 % of the gross

proceeds of the IPO, or $ 6,986,250 .

The agreement was amended on November 7, 2022 to allow for the 3.68 % business combination fee to

be paid as (a) 27.5 % cash and (b) 72.5 % to be rolled into equity at closing.

Subsequently, on January 19, 2025, the agreement was modified

by the parties such that the Company will be required to pay $ 2,000,000 , payable in cash, if a business combination is consummated.

a result of the Business Combination, I-Bankers was paid $ 900,000 and Dawson James was paid $ 600,000 under the Business Combination marketing

The payment of the remaining $ 500,000 has been deferred until after the Closing.

Non-Redemption Agreement

On May 8, 2025, the Company entered into a non-redemption agreement

(the “Non-Redemption Agreement”) with I-Bankers Securities, Inc.

and Dawson James Securities, Inc.

(together, the “Investors”),

pursuant to which such Investors agreed that to the extent that redemptions in connection with the vote to approve the Business Combination

reduces the Company’s trust account balance below $ 1.25 million, the Investors would offer such redeeming shareholders an

opportunity to rescind the redemption of their shares and would instead purchase such shares.

Such purchases would be structured in compliance

with the requirements of Rule 14e-5 under the Exchange Act or would otherwise not constitute a tender offer pursuant

to the Exchange Act.

As of the Closing Date, the Company’s trust account balance was not below $ 1.25 million.

Representative’s Shares

On December 22, 2021, the Company issued 450,000 shares

(Representative Shares) of common stock (which included 37,500 Representative Shares issued pursuant to the full exercise of

the over-allotment option) at the consummation of the IPO to I-Bankers and Dawson James (and/or their designees).

I-Bankers and

Dawson James (and/or their designees) have agreed not to transfer, assign or sell any such shares until the completion of the initial

Business Combination.

In addition, I-Bankers and Dawson James (and/or their designees) have agreed (i) to waive their redemption

rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive their

rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business

Combination within the Combination Period.

The fair value of the Representative’s Shares issued are recognized as offering

costs directly attributable to the issuance of an equity contract to be classified in equity and are recorded as a reduction of equity

(see Note 1).

Representative’s Warrants

The Company granted to I-Bankers and Dawson

James (and/or their designees) 569,250 warrants (which included 74,250 warrants issued pursuant to the full exercise of the over-allotment

option) exercisable at $ 11.50 per share (or an aggregate exercise price of $ 6,546,375 ) at the closing of the IPO.

The Representative

Warrants issued are recognized as derivative liabilities in accordance with ASC 815-40 and recorded as liabilities at fair value each

reporting period (see Notes 1 and 8).

The warrants may be exercised for cash or on a cashless basis, at the holder’s option, at

any time during the period commencing on the later of the first anniversary of the effective date of the registration statement of which

the IPO forms a part and the closing of the initial Business Combination and terminating on the fifth anniversary of such effectiveness

Notwithstanding anything to the contrary, I-Bankers and Dawson James have agreed that neither they nor their designees will

be permitted to exercise the warrants after the five year anniversary of the effective date of the registration statement of

which the IPO forms a part.

The warrants and such shares purchased pursuant to the warrants have been deemed compensation by FINRA and

are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration

statement of which the IPO forms a part pursuant to FINRA Rule 5110I(1).

Pursuant to FINRA Rule 5110I(1), these securities

will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition

of the securities by any person for a period of 180 days immediately following the effective date of the registration statement

of which the IPO forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately

following the effective date of the registration statement of which the IPO forms a part except to any underwriter and selected dealer

participating in the offering and their bona fide officers or partners.

The warrants grant to holders demand and “piggy back”

rights for periods of five and seven years, respectively, from the effective date of the registration statement of which the IPO forms

a part with respect to the registration under the Securities Act of the shares issuable upon exercise of the warrants.

The Company will

bear all fees and expenses attendant to registering the securities, other than underwriting commissions, which will be paid for by the

holders themselves.

The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances

including in the event of a share dividend, or the Company’s recapitalization, reorganization, merger or consolidation.

the warrants will not be adjusted for issuances of shares at a price below its exercise price.

The Company will have no obligation to

net cash settle the exercise of the warrants.

The holder of the warrants will not be entitled to exercise the warrants for cash unless

a registration statement covering the securities underlying the warrants is effective or an exemption from registration is available.

Merger Agreement

On November 7, 2022, NorthView entered into a

Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among Merger Sub., and Profusa, Inc., a California

corporation (“Profusa”).

The Merger Agreement provides that, among other things, at the closing of the transactions contemplated

by the Merger Agreement, Merger Sub will merge with and into Profusa (the “Merger”), with Profusa surviving as a wholly-owned

subsidiary of NorthView.

At the Special Meeting held on June 9, 2025,

the Company’s stockholders voted to approve the proposals outlined in the Proxy Statement/Prospectus, including, among other things,

the adoption of the Merger Agreement and approval of the transactions contemplated by the Merger Agreement, including the merger of Merger

Sub with and into Profusa, with Profusa continuing as the surviving corporation and as a wholly-owned subsidiary the Company, and the

issuance of the Company’s common stock as consideration thereunder.

On July 11, 2025, the Closing was completed.

In connection with the Closing, the Company changed

its name to “Profusa, Inc.”

Advisory Agreements

On December 19, 2024, the Company engaged A.G.P

to serve as the placement agent in connection with a proposed business combination transaction.

The Company shall pay to A.G.P.

fee (the “Cash Fee”) equal to 9.0 % in a convertible note offering, note, or other similar equity-linked offerings, and shall

be calculated from the face value of notes issued, which is payable at the close of a Business Combination.

On June 17, 2025, the Company

entered a settlement agreement with A.G.P.

for the Cash Fee of $ 968,000 related to the debt private placement (the “Offering”)

that was issued at the Closing.

Pursuant to the settlement agreement, as a result of the Business Combination, the Company paid A.G.P.

$ 550,000 at the Closing and the remaining $ 418,000 of the fees was deferred and due on the earlier of (i) the second tranche of the debt

private placement being issued and (ii) December 31, 2025.

The Company also agreed to reimburse A.G.P.

$ 50,000 for expenses incurred

in connection with the offering.

On June 15, 2023, the Company engaged the Benchmark Company LLC (“Benchmark”)

to provide advisory services related to the Business Combination and the Convertible Notes.

The Company was to pay Benchmark at the closing

of the Business Combination an advisory fee of $ 750,000 in two tranches.

The first tranche will be $ 500,000 earned upon the closing of

the Business Combination in the surviving public entity’s common stock (“Tranche 1”).

The number of shares to be issued

is calculated on the 30 th day following the Closing by dividing $ 500,000 and the trailing 5-day VWAP of the Company’s

common stock as calculated by Bloomburg with a minimum price of $ 2.00 .

The second tranche will be $ 250,000 , at the Company’s

option, in either cash or in the surviving entity’s common shares calculated by dividing $ 250,000 by the lowest trailing 5-day

VWAP in the prior 30 days (“Tranche 2”).

Upon funding of the Convertible Notes by investors introduced by Benchmark, the

Company will pay to Benchmark fees in cash equal to 5 % of the net proceeds of any Convertible Note draw at the time of funding of such

draw (“Arrangement Fees”).

The Tranche 2 fee shall be reduced by the amount of any fees paid to Benchmark for other transactions

during the Term other than Arrangement Fees associated with Convertible Notes, after the Business Combination, up to $ 250,000 .

of the Business Combination, Benchmark was paid in shares of the post-combination company in the amount of $ 500,000 .

Securities Purchase Agreement

On February 11, 2025, in a private transaction,

the Company entered into a securities purchase agreement (the “SPA”) with an institutional investor (the “Investor”).

Pursuant to the SPA, the Investor is expected, subject to the conditions relating to such purchase set forth in the SPA, to purchase

from the Company’s senior secured convertible promissory notes in an aggregate principal amount of up to $ 22,222,222 (the “Convertible

Notes”) for a purchase price of up to $ 20,000,000 , after a 10 % original issue discount (“OID”).

As a result of the

Business Combination, pursuant to the SPA, the Company issued a Convertible Note in the principal amount of $ 10,000,000 (the “Initial

Note”) for a purchase price of $ 9,000,000 , reflecting a 10 % OID.

The Initial Note matures on the date that is 18-months from the

closing of the Business Combination and is convertible at any time at the Investor’s option at a conversion price equal to the

lower of $10 or 95% of the lowest daily volume-weighted average price per share of the post-combination company common stock in the 10

trading days prior to the original issue date of the Initial Note and shall be adjusted, without limitation, based on down-round and

most-favored nation (MFN) price and terms protections (the “Conversion Price”).

The SPA contemplates that additional Convertible

Notes will be purchased in multiple tranches:

to the one-year anniversary of the Initial Closing Date, subject to the conditions set forth in the SPA, the Company may request that

the Investor purchase additional Convertible Notes having an aggregate principal amount of up to $ 12,222,222 at a purchase price of $ 11,000,000

(reflecting a 10 % OID), as follows:

a registration statement has been filed for the shares underlying the Initial Note, shares of combined company common stock, par value

$ 0.0001 (“New Profusa Common Stock”) have traded a volume of at least 15,000,000 shares in the aggregate, and no default

or event of default has occurred, the Company may call and thereby require the Investor to purchase Convertible Notes in the aggregate

principal amount of $ 2,222,222 for a purchase price of $ 2,000,000 (reflecting a 10 % OID) (“Second Purchase”);

a registration statement is effective for the shares underlying the Initial Note, New Profusa Common Stock has traded a volume of at

least $ 35,000,000 in the aggregate after the $ 2,000,000 Second Purchase has closed, no default or event of default has occurred and the

stock has traded at a trading price of no less than $ 4.00 for a period of five trading days preceding such purchase, the Company may

call and thereby require the Investor to purchase Convertible Notes in the aggregate principal amount of $ 5,555,555 for a purchase price

of $ 5,000,000 (reflecting a 10 % OID);

Investor at its sole discretion may call from the Company and thereby require the Company to sell an additional Convertible Note having

an aggregate principal amount of $ 4,444,444 at a purchase price of $ 4,000,000 (reflecting a 10 % OID) to be purchased at any time within

12 months of the Initial Closing.

As a result of the Business Combination, the

Company paid $ 90,000 at the Closing to an advisor for legal services in connection with the issuance of the Convertible Note.

Note 7 – Stockholders’ Deficit

Preferred stock — The

Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 and with such designations,

rights and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2025 and

December 31, 2024, there was no preferred stock issued or outstanding.

Common Stock — The Company

is authorized to issue a total of 100,000,000 shares of common stock at par value of $ 0.0001 each.

In April 2021, the

Company issued 5,175,000 shares of common stock to its Sponsor for $ 25,000 , or approximately $ 0.005 per share.

2021, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 862,500 shares of common

On December 20, 2021, the Company effected a 1.1- for-1 stock dividend of its common stock , resulting in an

aggregate of 4,743,750 Founder Shares issued and outstanding.

On December 22, 2021, the Company has also issued 450,000 shares

(Representative’s Shares) of common stock (which included 37,500 Representative Shares issued pursuant to the full exercise

of the over-allotment option) at the consummation of the IPO to I-Bankers and Dawson James (and/or their designees).

June 30, 2025 and December 31, 2024, there were 5,193,750 shares of common stock issued and outstanding, excluding 101,777

and 687,519 shares of common stock subject to redemption, respectively.

Common stockholders of record are entitled to

one vote for each share held on all matters to be voted on by stockholders.

Unless specified in the Company’s amended and restated

certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative

vote of a majority of the Company’s common stock that are voted is required to approve any such matter voted on by the stockholders.

There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50 % of the

shares voted for the election of directors can elect all of the directors (prior to consummation of the initial Business Combination).

The Company’s stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of

funds legally available therefor.

Note 8 – Fair Value Measurements

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the

lowest priority to unobservable inputs (Level 3 measurements).

The Company’s financial instruments are classified as either Level

1, Level 2 or Level 3.

These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following tables present information about

the Company’s assets and liabilities that are measured at fair value on June 30, 2025 and December 31, 2024, and indicates the

fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Cash held in trust

Warrant liabilities – Public Warrants

Warrant liabilities – Private Placement Warrants

Warrant liabilities – Representative’s Warrants

Convertible Promissory Note – Related Party

Securities Purchase Agreement

Cash held in trust

Warrant liabilities – Public Warrants

The Company’s financial instruments consist of other receivables,

accounts payable, warrant liabilities, earnout, promissory notes, convertible promissory notes and senior notes.

The Company states accounts

payable at their carrying value, which approximates fair value due to the short time to the expected receipt or payment.

See Note 4 Fair

Value Measurements for instruments valued under Level 2 or Level 3.

Earnout Arrangements

In connection with the Business Combination, the Company entered into

earnout arrangements that provide for the issuance of additional shares of the Company’s common stock to certain pre-Business Combination

holders upon the achievement of specified post-closing share-price or operational milestones.

The earnout agreement allows for settlement

in shares of the company and does not allow for settlement in cash or other assets.

The Company evaluates earnout arrangements in a de-SPAC

transaction as a reverse recapitalization which is a capital transaction, under U.S.

The transaction was accounted for in line

with SEC guidance (FRM Topic 12) and interpretations of ASC 805, Business Combinations , and the classification guidance under ASC

480, Distinguishing Liabilities from Equity.

If the earnout arrangement does not require liability classification under ASC 480,

it is then evaluated under the indexation guidance ASC 815-40-15, and the equity classification guidance ASC 815-40-25, to determine

whether it should be classified as a liability or equity.

All Milestones (Milestone I, II, III, and IV) do not require the

liability classification under ASC 480, therefore the Company will proceed to assess under indexation guidance and equity

classification guidance.

Earnout agreements have specific indexation requirements (ASC

815-40) to be considered indexed to the entity’s own stock, and meet the equity classification requirements.

agreements are considered indexed to the entity’s own stock when the earnout meets both of the following:

(i) The earnout is

based solely on inputs that are observable market data or inputs that are not observable but are consistent with the entity’s

own stock (e.g., stock price, strike price, number of shares), and (ii) The earnout does not contain provisions that could require

settlement in a way that is not consistent with equity classification.

These steps are satisfied for Milestones I & II, the

earnout may be considered indexed to the entity’s own stock.

Milestone III does not meet the indexation guidance as it is based

on an event occurring to achieve $ 6 million in, which is not a market data or input.

The Milestone IV Earnout does meet the scope

exception ASC 815-10-15-59(d) from derivative accounting since payments under these milestones are based on revenue amounts.

Financial instruments such as these meet the “own equity” scope exception in ASC 815-10-15-74(a), and the financial

instrument would be classified as equity with no subsequent remeasurement (unless the earnout is modified).

Milestone III does not

meet this “own equity” scope exception and is thus liability classified, valued on the Closing Date with subsequent changes in the

valuation adjusted through earnings.

The Company’s earnout Milestones I, II, and IV meet the equity

classification criteria under ASC 815-40.

As there is no obligation to net cash settle, there is a fixed quantity of shares, settlement

is exclusively made in shares, and there are no downside protections or leverage features that protect the holder from a decline in price.

As these conditions were all met, the earnout is considered both indexed to the entity’s own stock (or within the scope exception),

and meet the equity classification requirements.

These earnouts were fair valued on the Closing Date and will not be remeasured.

Milestone III was fair valued on the Closing Date and was determined to have a $ 0 value due to the current probability input of the event

occurring being 0 %.

Additionally, this Milestone III was revalued as of September 30, 2025 and continues to have a current probability

of 0 % and no value was associated with the milestone.

On the Closing Date, Milestones I and II had a value of $ 1.7 million, while Milestone

IV had a value of $ 0 as this was also deemed improbable of occurring.

Milestone III does not meet the indexed guidance as it is based

on an event occurring to achieve $ 6 million in, which is not a market data or input.

The Milestone IV Earnout does meet the scope exception

ASC 815-10-15-59(d) from derivative accounting since payments under these milestones are based on revenue amounts.

The Company reviews the terms of warrants to purchase its common stock

to determine whether warrants should be classified as liabilities or stockholders’ deficit in its condensed consolidated balance

In order for a warrant to be classified in stockholders’ deficit, the warrant must be (i) indexed to the Company’s

equity and (ii) meet the conditions for equity classification.

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.

If a warrant does not meet the conditions for stockholders’ deficit

classification, it is carried on the condensed consolidated balance sheets as a warrant liability measured at fair value, with subsequent

changes in the fair value of the warrant recorded in other non-operating losses (gains) in the condensed consolidated statements of operations.

If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date

of issuance, in stockholders’ deficit in the condensed consolidated balance sheets, and the amount initially recorded is not subsequently

remeasured at fair value.

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 income statement as incurred.

The Company has established deferred income tax assets and liabilities

for temporary differences between the financial reporting bases and the income tax bases of its assets and liabilities at enacted tax

rates expected to be in effect when such assets or liabilities are realized or settled pursuant to the provisions of ASC Topic 740 ,

“Income Taxes,” which prescribes a comprehensive model for the financial statement recognition, measurement, classification

and disclosure of uncertain tax positions.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained

upon examination by taxing authorities.

The Company has not recorded any unrecognized tax benefits as of September 30, 2025 and December

The Company has no tax provision for the nine months ended September

30, 2025 and 2024, due to the net losses and full valuation allowance against net deferred tax assets.

Additionally, the Company does

not earn a material amount of revenue or interest as of the date of these financial statements requiring a tax provision.

Excise tax payable

The Inflation Reduction Act of 2022, enacted in August 2022, imposed

a 1 % non-deductible excise tax on net repurchases of shares by domestic corporations whose stock is traded on an established securities

Recent Accounting Standards

From time to time, new accounting standards are issued by the Financial

Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective

During the nine months ended September 30, 2025 and through the date of issuance of these condensed consolidated financial statements,

there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that

impact the Company’s condensed consolidated financial statements.

Recently issued accounting standards not yet adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes ( Topic

Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid.

2023-09 requires

a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts,

broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those

items exceed a specified threshold.

In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated

by federal, state/local, and foreign and by jurisdiction if the amount is at least 5 % of total income tax payments, net of refunds received.

This pronouncement is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

Upon adoption, the

Company will be required to disclose additional specified categories in the rate reconciliation in both percentage and dollar amounts.

The standard, which is effective for the Company’s fiscal year ended December 31, 2025 is expected to be applied prospectively and

will improve disclosures to include a more granular presentation of income taxes.

The Company does not expect the adoption of ASU 2023-09

to have a material effect on our consolidated financial statements taken as a whole

In November 2024, the FASB issued ASU No.

2024-03 (“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

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 our consolidated

financial statements taken as a whole.

Note 3 — Recapitalization

On July 11, 2025, the Company consummated the Business

The consummation of the Business Combination involved the merger (the “Merger”) of Merger Sub with and into

Legacy Profusa, pursuant to which, at the Closing, the separate corporate existence of Merger Sub ceased, with Legacy Profusa as the

surviving corporation becoming a wholly-owned subsidiary of the Company.

As a result of the Business Combination, the Company owns

100 % of the outstanding common stock of Legacy Profusa.

In connection with the closing of the Business Combination, the Company

changed its name from “NorthView Acquisition Corporation” to “Profusa, Inc.”

More specifically, and as described in greater detail below, at the

Effective Time of the Merger:

● each share of issued and outstanding Legacy Profusa Common Stock, including

shares converted from convertible debt and convertible Preferred Stock, was converted into a number of shares of Company Common Stock,

based on the Exchange Ratio (as defined in the Merger Agreement) that reflects an equity valuation of Legacy Profusa of $ 155,000,000 (as

adjusted for the Incentive Equity Value, the Private Placement Value and the Aggregate Company Incentive Amount (as such terms are defined

in the Merger Agreement)), divided by an assumed value of Company Common Stock of $ 10.00 per share,

● each option to purchase Legacy Profusa Common Stock was converted into an option to purchase Company Common Stock based on the Exchange

● each warrant to purchase Legacy Profusa Common Stock was converted into a warrant to purchase Company Common Stock based on the Warrant

Ratio (as defined in the Merger Agreement).

PIPE Transaction

On February 11, 2025, the Company executed a Securities Purchase Agreement

(the “PIPE Subscription Agreement”) with Ascent Partners Fund LLC (“Ascent”, and together with any additional

investors who become parties to the PIPE Subscription Agreement, the “PIPE Investors”).

Pursuant to the PIPE Subscription

Agreement, the PIPE Investors are expected, subject to the conditions relating to such purchase set forth in the PIPE Subscription Agreement,

to purchase from NorthView senior secured convertible notes in an aggregate principal amount of up to $ 22,222,222 (the “PIPE Convertible

Notes”) for a purchase price of up to $ 20,000,000 , after 10 % OID.

At the Closing and pursuant to the PIPE Subscription Agreement, the

Company issued a PIPE Convertible Note in the principal amount of $ 10,000,000 (the “Initial Note”), reflecting a 10 % OID.

The Initial Note matures on the date that is 18 -months from Closing (the “Maturity Date”) and is convertible at any time at

the holder’s option at the lower of $ 10 or 95 % of the lowest daily volume-weighted average price per share (“VWAP”)

of Company Common Stock in the 10 trading days prior to the original issue date for each PIPE Convertible and shall be adjusted, without

limitation, based on down-round and most-favored nation (MFN) price and terms protections (the “Conversion Price”).

The outstanding principal balance of the Profusa senior

convertible promissory notes and all accrued but unpaid interest converted into Legacy Profusa Common Stock was exchanged for

4,170,932 shares of Company Common Stock, on an as converted price of $ 0.34 per share.

The Exchange Ratio and the Company Reference

Share Value (as defined in the Merger Agreement) were $ 0.94 and $ 9.40 , respectively.

The outstanding principal balance of the Profusa senior secured

convertible promissory notes and all accrued but unpaid interest converted into Legacy Profusa Common Stock was exchanged for

5,542,261 shares of Company Common Stock, on an as converted price of $ 0.50 per share.

Upon Closing, the former holders of Legacy Profusa’s common stock,

senior convertible notes, junior convertible notes and vested in-the-money options (the “Participating Securityholders”) received

certain rights, under which in the future the Company may issue to the Participating Securityholders an aggregate of 3,875,000 shares

of Company Common Stock (the “Milestone Earnout Shares”) during the respective earnout periods in equal quarterly installments

upon achievement of the following four Milestone Events:

● Milestone I Earnout Rights:

share price of Company Common Stock is equal to or greater than $ 12.50 for any 20 trading days during any 30 days trading period or consummation of a Subsequent Transaction (as defined in the Merger Agreement) where the stockholders of Profusa will receive a consideration of at least $ 12.50 for each share of Company Common Stock (“Milestone Event I”).

The Milestone I period will commence on the 18-month anniversary and end on the two-year anniversary of the Closing Date (“Milestone Event I Period”);

● Milestone II Earnout Rights:

share price of Company Common Stock is equal to or greater than $ 14.50 for any 20 trading days during

any 30 days trading period or consummation of a Subsequent Transaction where the stockholders of Profusa will receive a consideration

of at least $ 14.50 for each share of Company Common Stock (“Milestone Event II”).

The Milestone II period will commence on

the 360-day anniversary and end on the two-year anniversary of the Closing Date (“Milestone Event II Period”);

provided that

such 30 days trading period does not overlap with the 30 days trading period used to satisfy the requirements of Milestone Event I;

further, that in the event that such 30 days trading period could satisfy either Milestone Event I or Milestone Event II, then Milestone

Event II shall be deemed to be satisfied first;

● Milestone III Earnout Rights:

the closing of the APAC Joint Venture, as described below in this Report, and the Companies receipt of the related $ 6 million funding, during the fiscal year ended December 31, 2025 (“Milestone Event III”);

● Milestone IV Earnout Rights:

achievement of revenue of $ 11,864,000 for the fiscal year ended December 31, 2026 (“Milestone Event

IV,” and, together with Milestone Event I, Milestone Event II and Milestone Event III, the “Milestone Events”).

I Earnout Rights, Milestone II Earnout Rights, Milestone III Earnout Rights and Milestone IV Earnout Rights are further referred to collectively

as “Milestone Earnout Rights”.

In the event that the above milestones are achieved, this will dilute

the ownership interests of existing shareholders.

Reverse recapitalization

The Business Combination was accounted for as a reverse recapitalization

in accordance with US GAAP.

Accordingly, Legacy Profusa was deemed the accounting acquirer (and legal acquiree) and Northview was treated

as the accounting acquiree (and legal acquirer).

Under this method of accounting, the reverse recapitalization was treated

as the equivalent of Legacy Profusa issuing stock for the net assets (liabilities) of Northview, accompanied by a recapitalization.

net assets of Northview are stated at historical cost, with no goodwill or other intangible assets recorded.

The consolidated assets,

liabilities, and results of operations prior to the Business Combination are those of Legacy Profusa.

All periods prior to the Business

Combination have been retrospectively adjusted in accordance with the Business Combination Agreement for the equivalent number of common

shares outstanding immediately after the Business Combination to effect the reverse recapitalization.

The number of shares for all periods

prior to the Closing Date have been retrospectively decreased using the exchange ratio that was established (the “Exchange Ratio”).

All Milestones (Milestone I, II, III, and IV pass the criteria of liability

classification under ASC 480 as they are not mandatorily redeemable, it does not represent an obligation to repurchase the issuer’s

equity shares, and it is not settled by issuing a variable number of its equity shares.

Milestone III however, does not pass the criteria

of liability classification under ASC 480 as the settlement condition is based partially on the occurrence of an event which fails the

index guidance for equity classification.

All four Earnouts have only two potential settlement alternatives,

either no shares are issued or 968,750 shares are issued (for each Earnout).

This earnout agreement is considered indexed to the

entity’s own stock, as the earnout meets both of the following:

(i) The earnout is based solely on inputs that are observable market

data or inputs that are not observable but are consistent with the entity’s own stock (e.g., stock price, strike price, number of

shares), and (ii) The earnout does not contain provisions that could require settlement in a way that is not consistent with equity classification.

These steps are satisfied for Milestones I & II, the earnout may be considered indexed to the entity’s own stock.

III does not meet the indexed guidance as it is based on an event occurring to achieve $ 6 million in, which is not a market data or input.

The Milestone IV Earnout does meet the scope exception ASC 815-10-15-59(d) from derivative accounting since payments under these milestones

are based on revenue amounts.

Financial instruments such as these meet the “own equity” scope exception in ASC 815-10-15-74(a),

and the financial instrument would be classified as equity with no subsequent remeasurement (unless the earnout is modified).

III does not meet this own equity scope exception and is thus liability classified, valued on the Closing Date with subsequent changes

in the valuation adjusted through earnings.

The Company’s earnout Milestones I, II, and IV meet the equity

classification criteria under ASC 815-40.

As there is no obligation to net cash settle, there is a fixed quantity of shares, settlement

is exclusively made in shares, and there are no downside protections or leverage features that protect the holder from a decline in price.

As these conditions were all met, the earnout is considered both indexed to the entity’s own stock (or within the scope exception),

and meet the equity classification requirements.

These earnouts were fair valued on the Closing Date and will not be remeasured.

Milestone III was fair valued on the Closing Date and was determined to have a $ 0 value due to the current probability input of the event

occurring being 0 %.

Additionally, this Milestone III was revalued as of September 30, 2025 and continues to have a current probability

of 0 % and no value was associated with the milestone.

On the Closing Date, Milestones I and II had a value of $ 1.7 million, while Milestone

IV had a value of $ 0 as this was also deemed improbable of occurring.

Milestone III does not meet the indexed guidance as it is based

on an event occurring to achieve $ 6 million in, which is not a market data or input.

The Milestone IV Earnout does meet the scope exception

ASC 815-10-15-59(d) from derivative accounting since payments under these milestones are based on revenue amounts..

The earn-outs are considered to be part of the overall reverse recapitalization

as it was negotiated between NorthView Sponsor I, LLC, the sponsor of NorthView (the “Sponsor”), and the selling shareholders.

As such, it is represented as an equity restructuring that is accounted for as a reduction in additional paid-in capital.

As this is an

equity classified transaction the contingent consideration creates a reduction to the additional paid in capital account of $ 1.7 million,

with an offset to additional paid in capital -Earn-out equity instrument.

This accounting results in no impact on the face of the

Statement of Stockholders’ Deficit until all necessary conditions to issue such shares have been satisfied by the end of the period.

Once these contingently issuable shares are deemed issuable, they will also be included in earnings per share.

The following table reconciles the elements of the Business Combination

to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity:

Cash-Trust Account, net of redemptions

transaction costs and professional fees, paid directly from Trust Account

Net proceeds received from Trust

private and representative warrant liabilities

related party notes

related party notes - working capital loan

related party notes - PIPE Subscription Agreement

excise tax payable

accounts payable and accrued expenses

Reverse recapitalization, net

The number of shares of Common Stock to be issued following the

consummation of the Business Combination were:

NVAC Public Shares, outstanding prior to the Business Combination

Redemption of NVAC Class A common stock

Public shares of NVAC

NVAC Founder Shares, outstanding prior the Business Combination

NVAC Representative Shares converted to Class A Common shares

NVAC Shares from Rights converted to Class A common shares

Business Combination shares

Profusa Shares

Issuance of shares in connection with PIPE

Conversion of notes into shares

Common Stock immediately after the Business Combination

The number of Profusa Shares was determined as follows:

Preferred Stock

Class A Common Stock

Transaction costs

During the three and nine months ended September 30, 2025, based on

the proceeds received, the Company expensed $ 15.1 million for transaction costs incurred in connection with the Business Combination.

The transaction costs primarily represented fees incurred for financial advisory, legal and other professional services that were directly

related to the Business Combination.

Public and private placement warrants

The 9,487,500 warrants (the “Public Warrants”) issued in

Northview’s initial public offering (the “IPO”), 7,347,500 warrants issued in connection with private placement at the

time of the IPO (the “Private Placement Warrants”) and 569,250 warrants issued to the representative of the underwriters in

the IPO (the “Representative’s Warrants”) remained outstanding and became warrants for the Company.

The Public Warrants

qualify for equity classification upon Closing, and were fair value adjusted with no future gains or losses on fair value adjustment being

recorded in future periods.

The Private Placement Warrants and Representative’s Warrants contain provisions that preclude these

warrants from being indexed to the Company’s stock., the settlement amount depending on who holds the instrument, and the holder

is not an input to the fair value of a fixed-for-fixed option or forward on equity shares.

As such, this provision would cause the warrants

to fail Step 2 of the indexation guidance.

The Private Placement and Representative’s Warrants remained liability classified with

fair value adjustments being recorded through earnings each period.

Note 4 — Fair Value Measurement

Assets and liabilities recorded at fair value on a recurring basis

in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values.

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;

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.

As of September 30, 2025 and December 31, 2024, the Company’s

financial assets and liabilities measured at fair value on a recurring basis, were as follows (in thousands):

As of September 30, 2025

Digital assets (Bitcoin)

Related Party Convertible Notes at fair value

Loans payable - related party

Warrant liabilities - Private Placement Warrants

Warrant liabilities - Representative’s Warrants

Convertible Promissory Note – Related Party

The Public Warrants, the Private Placement Warrants

and the Representative’s Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities

on the condensed consolidated balance sheets.

The warrant liabilities are measured at fair value at inception and on a recurring basis,

with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations.

The Company utilized a Monte Carlo simulation

model for the initial valuation of the Public Warrants.

The subsequent measurement of the Public Warrants at June 30, 2025 and December

31, 2024 was classified as Level 2 due to the lack of an active market.

As of June 30, 2025 and December 31, 2024, the aggregate value

of Public Warrants was $ 3,795,000 and $ 379,500 , respectively.

The Company uses a Monte Carlo simulation model

to value the Private Placement Warrants and the Representative’s Warrants.

The Private Placement Warrants and the Representative’s

Warrants 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 warrants.

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

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

The key inputs into the Monte Carlo simulation

model for the warrant liabilities were as follows at June 30, 2025 and December 31, 2024:

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

Fair value of Common stock

The key inputs into the Monte Carlo simulation

model for the convertible promissory note were as follows at June 30, 2025 and December 31, 2024:

Total liabilities measured at fair value

As of December 31, 2024

Related Party Convertible Notes at fair value

Total liabilities measured at fair value

The Private Placement Warrants and the Representative’s Warrants

are accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed consolidated balance

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented

within change in fair value of warrant liabilities in the condensed consolidated statements of operations.

The Company uses a Monte Carlo simulation model to value the Private

Placement Warrants and the Representative’s Warrants.

The Private Placement Warrants and the Representative’s Warrants 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 warrants.

The risk-free interest rate is based on

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

expected life of the warrants is assumed to be equivalent to their remaining contractual term.

The key inputs into the Monte Carlo simulation model for the warrant

liabilities were as follows at September 30, 2025 and July 11, 2025 (the “Closing Date”):

September 30,

Risk-free interest rate

3 unchanged sentences

Fair value of Common stock

The key inputs into the Monte Carlo simulation

model for the securities purchase agreement were as follows at June 30, 2025 and December 31, 2024:

Warrant Liabilities

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 nine months

ended September 30, 2025 (in thousands):

Representative’s

Total Level 3

Fair value at Beginning of period

Assumption of warrant liabilities

Change in fair value of warrant liabilities

Fair value at September 30, 2025

Convertible notes payable, related party

The Tasly Convertible note and the Convertible Promissory Note

– Related Party (collectively “Related Party Convertible Debt Payable”) were valued using a Probability Weighted Expected

Return Model to fair value the convertible note.

The intrinsic conversion value as of September 30, 2025 is zero and the 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.

The following table provides a summary of the changes in the fair value

of the Company’s Level 3 Related Party Convertible Debt Payable for the three and nine months ended September 30, 2025 and 2024

(in thousands):

Related Party

Convertible Debt

Fair value as of January 1, 2025

Loss on change in the fair value of related party convertible debt

Fair value as of March 31, 2025

Loss on change in the fair value of related party convertible debt

Fair value as of June 30, 2025

Assumption of related party convertible note upon closing of the Business Combination

Gain on change in the fair value of related party convertible debt

Fair value as of September 30, 2025

Related Party

Convertible Debt

Fair value as of January 1, 2024

Issuance of Tasly Convertible Notes

Loss on change in the fair value of related party convertible debt

Fair value as of March 31, 2024

Loss on change in the fair value of related party convertible debt

Fair value as of June 30, 2024

Loss on change in the fair value of related party convertible debt

Fair value as of September 30, 2024

The Company has included a reclassification of $ 49 thousand and $ 145

thousand of interest was reclassified from interest expense into gain (loss) on change in the fair value of related party convertible

debt for the three and nine months ended September 30, 2024, respectively.

This reclassification has no impact on total other income (expense)

or net loss and comprehensive net loss.

Loan Payable - Related Party

The Company uses a Monte Carlo simulation model to value the Loan Payable

- Related Party.

The Loan Payable - Related Party were classified within Level 3 of the fair value hierarchy due to the use of unobservable

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

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

The key inputs into the Monte Carlo simulation model for the Loan Payable

- Related Party were as follows at September 30, 2025 and July 11, 2025:

September 30,

Risk-free interest rate

1 unchanged sentence

Expected volatility

Exercise price

Fair value of Common stock

The following table provides a summary of the

changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for

the three and six months ended June 30, 2025 and 2024:

Representative’s

Fair value at December 31, 2024

Change in fair value of warrant liabilities

Fair value at March 31, 2025

Change in fair value of warrant liabilities

Fair value at June 30, 2025

Representative’s

Fair value at December 31, 2023

Change in fair value of warrant liabilities

Fair value at March 31, 2024

Change in fair value of warrant liabilities

Fair value at June 30, 2024

The following table provides a summary of the changes in the fair value

of the Company’s Level 3 related party loan payable for the three and nine months ended September 30, 2025 (in thousands):

payable - related

Fair value as of January 1, 2025

Assumption of convertible note upon closing of the Business Combination

Proceeds Received

Repayments of debt

Loss on change in the fair value of related party convertible debt

Fair value as of September 30, 2025

Note 5 — Balance Sheet Components

Prepaid expenses and other current assets (in thousands)

September 30,

Prepaid legal

Prepaid insurance

Prepaid other

Accrued Liabilities (in thousands)

September 30,

Accrued compensation

Accrued other liabilities

Note 6 — Debt

The following table sets forth a summary of the debt instruments and

their changes during the nine months ended September 30, 2025 and 2024 (in thousands):

Notes Loan Payable -

Related Party Tasly Convertible

Debt - Related

Party Convertible

note - related

Fair value at December 31, 2024

Change in fair value of convertible promissory note

Fair value at March 31, 2025

Change in fair value of convertible promissory note

Fair value at June 30, 2025

Convertible Promissory Note

Fair value at December 31, 2023

Principal proceeds

Change in fair value of convertible promissory note

Fair value at March 31, 2024

Proceeds received through convertible promissory note

Change in fair value of convertible promissory note

Fair value at June 30, 2024

The fair value of the Company’s convertible

promissory note is valued using a compound option formula on the convertible feature and a present value of the host contract.

The valuation

technique requires inputs that are both unobservable and significant to the overall fair value measurement.

These inputs reflect management’s

own assumption about the assumptions a market participant would use in pricing the working capital loan.

The convertible promissory note was 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 note.

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 note.

The expected life

of the note is assumed to be equivalent to their remaining contractual term.

Securities Purchase Agreement

Fair value at February 11, 2025

Change in fair value of securities purchase agreement

Fair value at March 31, 2025

Change in fair value of securities purchase agreement

Fair value at June 30, 2025

The Company utilizes a Monte Carlo model to estimate

the fair value of the conversion feature within the securities purchase agreement, which is required to be recorded at its initial fair

value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the conversion feature

are recognized as non-cash gains or losses in the accompanying condensed consolidated statements of operations.

The key assumptions in the model relate to expected

share-price volatility, risk-free interest rate, exercise price, expected term and the probability of occurrence of the transaction.

The expected volatility was based on the average volatility of special purpose acquisition companies that are searching for an acquisition

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 note.

The expected life of the note is assumed to be equivalent to their remaining contractual term.

Note 9 – Segment Information

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services,

geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities

from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly

evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision

maker (“CODM”) has been identified as its Chief Financial Officer , who reviews the assets, operating results, and financial

metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management

has determined that there is only one reportable segment.

The CODM assesses performance for the single

segment and decides how to allocate resources based on net loss that also is reported on the statement of operations as net loss.

measure of segment assets is reported on the balance sheet as total assets.

When evaluating the Company’s performance and making

key decisions regarding resource allocation, the CODM reviews several key metrics included in net loss and total assets, which include

the following:

Trust Account

Restricted Cash

For the Three Months Ended

For the Six Months Ended

Formation and operating costs

Interest income earned on cash and marketable securities held in Trust Account

The key measures of segment profit or loss reviewed

by our CODM are interest earned on the Trust Account and general and administrative expenses.

The CODM reviews interest earned on the

Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account

funds while maintaining compliance with the trust agreement.

General and administrative expenses are reviewed and monitored by the CODM

to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs

are aligned with all agreements and budget.

Notes Promissory

Notes PPP Loan

Balance at January 1, 2025 $ 18,419 $ —

$ 25,268 910 $ 1,376

Issuance of debt —

Debt repayments —

Change in fair value —

71 ( 27 ) ( 242 ) —

Conversion of debt to equity ( 19,612 ) —

Debt assumed in connection with reverse recapitalization —

Stated interest 1,193 —

Balance at September 30, 2025 ( 0 ) 14,359 2,207 1,920 154 1,045 1,386

Current portion —

2,207 1,920 154 1,045 1,386

Long term debt $ ( 0 ) $ 14,359 $ —

Accounting basis Effective interest method Fair value option Fair value option Fair value option Effective interest method Simple interest method Compounding Interest

Interest rate 12 10 24 —

0 - 12 0 - 12 1

Conversion price(s) per share 1 $ 7.00

various $ 0.50

— $ 0.50, 2.22, and 4.0 —

Maturity 7/11/2025 1/11/2027 7/11/2025 1/11/2026 7/11/2025 7/11/2025 5/25/2026

Debt - Related

Balance at January 1, 2024

Issuance of debt

Debt repayments

Change in fair value

Stated interest

Amortization of debt discount and issuance costs

Balance at September 30, 2024

Current portion

Long term debt

Convertible Debt

Convertible Notes

The annual effective interest rate of Convertible Notes was estimated

from 12.54 % to 53.28 % per year for the nine months ended September 30, 2025 and from 12.66 % to 53.28 % per year for the nine months ended

September 30, 2024.

The interest expense for the three months ended September 30, 2025 and 2024 was $ 0.1 million and $ 0.5 million, respectively.

The interest expense for the nine months ended September 30, 2025 and 2024 was $ 1.2 million and $ 1.6 million, respectively.

Upon Closing, the following convertible notes were converted into Company

Common Stock based on the principal and accrued interest as of July 11, 2025 (the Closing Date).

Convertible Notes with an outstanding

balance of $ 19.6 million in principal and accrued interest converted into 2,801,697 shares of Company Common Stock at $ 7.00 /share.

Tasly Convertible Debt - Related Party at fair value

In June 2023, the Company entered into a short-term loan agreement

with a related party under which it may borrow up to $ 1.6 million, of which $ 1.0 million was borrowed on June 26, 2023, $ 0.3 million was

borrowed on July 20, 2023, $ 0.3 million was borrowed on August 15, 2023 and the final $ 0.02 million was borrowed in February 2024 (the

“Convertible debt”).

The loans bear interest at a rate of 12 % per annum, 24 % per annum default

interest rate, 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 occurrence of certain events of default by the Company, including failure to repay

in full the amounts owed at maturity, the lender will have an option to convert the entire outstanding balance and accrued but unpaid

interest under the Convertible debt into senior unsecured promissory notes on substantially the same terms as the outstanding Senior Notes.

In the event the Company fails to complete the formation of the APAC Joint Venture or fail to repay the amounts under the Tasly Convertible

Debt when they become due, the lender will have an option to convert the entire outstanding balance and accrued but unpaid interest under

the Convertible debt into either (i) senior unsecured promissory notes on substantially the same terms as the outstanding Senior Notes

as of September 30, 2025, $ 0.50 per share, or (ii) the Company’s Common Stock at a conversion price of $ 1.92 per share.

The Company elected to apply the fair value option to account for the

Tasly Convertible debt.

Accordingly, no features of the Convertible debt are bifurcated and separately accounted for.

As of September

30, 2025 and 2024, the fair value of the Convertible debt was $ 2.1 million and $ 1.7 million, respectively.

On September 30, 2025, the

remaining time event was 0 months as the APAC JV can effectively close now that the Closing has occurred.

The intrinsic conversion value

as of the Valuation Date, September 30, 2025, is zero and the note is in default as the maturity date has passed.

The fair value

of the note is the face amount of the debt plus accrued interest which is recorded as a liability above the face amount of the debt and

is recorded as a current liability on the Condensed Consolidated Balance Sheet.

Senior Convertible Notes

January-March 2024 Senior Notes — During the months

January through March 2024, the Company issued additional Senior Notes to investors with the principal amount of $ 0.7 million on substantially

the same terms as the Senior Notes issued in 2022 (as amended in November 2022).

April - June 2024 Senior Notes — During the months

April through June 2024, the Company issued additional Senior Notes to investors with the principal amount of $ 0.4 million on substantially

the same terms as the Senior Notes issued in 2022 (as amended in November 2022).

Additionally, the Company repaid $ 0.1 million of principal

on Senior Notes with investors during the respective period.

July - September 2024 Senior Notes — During the

months July through September 2024, the Company issued additional Senior Notes to investors with the principal amount of $ 0.7 million

on substantially the same terms as the Senior Notes issued in 2022 (as amended in November 2022).

Additionally, during the months of

July through September 2024, the Company issued a Senior Convertible Note with the principal amount of $ 0.25 million.

This note was issued

at the same 12 % interest terms as all of their other Senior Notes and converted into shares of Company Common Stock upon the Closing.

January-March 2025 Senior Notes — During the months

January through March 2025, the Company issued additional Senior Secured Convertible Notes to investors with the principal amount of $ 0.8

million on substantially the same terms as the Senior Notes issued in 2022 (as amended in November 2022).

These notes were issued at the

same 12 % interest terms as all of their other Senior Secured Convertible Notes, and will convert into shares of Company Common Stock at

$ 0.50 per share.

April - June 2025 Senior Notes — During the months

April through June 2025, the Company issued additional Senior Secured Convertible Notes to investors with the principal amount of $ 0.4

million issued on substantially the same terms as the Senior Notes issued in 2022 (as amended in November 2022).

These notes were issued

at the same 12 % interest terms as all of their other Senior Secured Convertible Notes, and will convert into shares of Company Common

Stock at $ 0.50 per share.

The annual effective interest rate of Senior Notes was estimated from

0% to 12.15 % and 0% to 12.55 % per year for the nine months ended September 30, 2025 and 2024, respectively.

The interest expense for the

three months ended September 30, 2025 and 2024 was $ 0.1 million and $ 0.5 million, respectively.

The interest expense for the nine months

ended September 30, 2025 and 2024 was $ 1.3 million and $ 1.5 million, respectively.

Upon Closing, the following convertible notes were converted into Company

Common Stock based on the principal and accrued interest as of July 11, 2025.

Senior Convertible Notes with an outstanding balance of

$ 20.6 million in principal and accrued interest converted into 5,143,898 shares of Company Common Stock at $ 4.00 /share, Senior Convertible

Bridge Notes of $ 3.1 million in principal and accrued interest were repaid in cash in the amount of $ 0.2 million with the remaining $ 2.9

million converted into 1,294,590 shares of Company Common Stock at $ 2.22 /share, Senior Secured Convertible Notes of $ 2.8 million in principal

and accrued interest converted into 5,542,261 shares of Company Common Stock at $ 0.50 /share.

Of the 5,542,261 shares of Company Common

Stock issued to Senior Secured Note holders, 710,220 shares were contributed by the Sponsor.

As such, most of these notes were converted

into Company Common Stock upon the Closing.

As of September 30, 2025, $ 0.3 million remained outstanding.

Of the $ 0.3 million of Senior Notes remaining, $0 is outstanding with

related parties and $ 0.3 million is outstanding with unrelated parties.

Additionally, of the $ 25.3 million of Senior Notes outstanding

on December 31, 2024, $ 9.5 million was outstanding with related parties and $ 15.8 million was outstanding with unrelated parties.

Loans Payable - Related Party at fair value

On February 11, 2025, NorthView executed a Securities Purchase Agreement

(the “PIPE Subscription Agreement”) with Ascent Partners Fund LLC (“Ascent”, and together with any additional

investors who become parties to the PIPE Subscription Agreement, the “PIPE Investors”).

Pursuant to the PIPE Subscription

Agreement, the PIPE Investors are expected, subject to the conditions relating to such purchase set forth in the PIPE Subscription Agreement,

to purchase from NorthView senior secured convertible notes in an aggregate principal amount of up to $ 22,222,222 (the “PIPE Convertible

Notes”) for an aggregate purchase price of up to $ 20,000,000 , reflecting a 10 % original issue discount to the face amount (“OID”).

As of the Closing on July 11, 2025 Northview was presenting the PIPE

Subscription Agreement at fair value on its balance sheet in the amount of $ 3.9 million which was brought over to the Company’s

combined balance sheet and further adjusted to fair value on September 30, 2025.

At the Closing and pursuant to the PIPE Subscription Agreement, the

Company issued the Initial Note in the principal amount of $ 10,000,000 for a purchase price of $ 9,000,000 , reflecting a 10 % OID.

Note matures on January 11, 2027 , which is 18-months from Closing on July 11, 2025 (the “Maturity Date”) and is

convertible at any time at the PIPE Investor’s option at a conversion price equal to the lower of $ 10 or 95 % of the lowest daily

VWAP of our Common Stock in the 10 trading days prior to the original issue date of the Initial Note and shall be adjusted, without limitation,

based on down-round and most-favored nation (MFN) price and terms protections (the “Conversion Price”).

The Initial Note includes a “Minimum Interest Amount” equal

to 10 % of the principal amount, which represents a full year of interest payments under the Initial Note;

provided, that such Minimum

Interest Amount shall be reduced by the amount of interest accrued on the principal amount of the Initial Note.

Interest shall accrue

on the aggregate unconverted and then outstanding principal amount of the Initial Note at a rate of 10 % per annum, provided that the Minimum

Interest Amount shall be fully earned and accrued on the original issue date of the Initial Note.

Upon an event of default, the interest

rate shall be adjusted and increase to 24 % per annum.

Payments made in cash under the Initial Note shall be subject to a 5 % fee, which

shall be in addition to any amounts owed thereunder.

The Initial Note provides for certain events of default that are typical for a transaction

of this type, including, among other things, any breach of the representations or warranties made by the Company and our subsidiaries.

The Initial Note also provides for a 10 % late fee in case of late payments and mandatory prepayments upon Subsequent Offerings (as defined

in the Initial Note) and, in the absence of an event of default, may be prepaid upon 10 business days prior notice, subject to certain

conversion rights of the PIPE Investors.

The Initial Note may not be converted by the PIPE Investors into shares

of our Common Stock if such conversion would result in the investors or their affiliates owning in excess of 4.99 % of the number of shares

of our Common Stock outstanding immediately after giving effect to the issuance of all shares issuable upon conversion of the Initial

Note (the “Beneficial Ownership Limitation”);

provided, that the PIPE Investors may increase or decrease the Beneficial Ownership

Limitation upon at least 61 days’ prior notice to us so long as such increase does not exceed 9.99 % of the number of shares of our

Common Stock outstanding immediately after giving effect to the issuance of all shares issuable upon conversion of the Initial Note.

August 1, 2025, pursuant to a Notice and Waiver, the Beneficial Ownership Limitation was increased from 4.99 % to 9.99 % and the Company

waived the requirement for the 60 days’ advance notice for such increase.

On August 25, 2025, the Company entered into Amendment No.

“SPA Amendment”) to the PIPE Subscription Agreement.

Pursuant to the SPA Amendment, Section 2.1 of the PIPE Subscription Agreement

was amended and restated to provide for four tranches of Notes:

(i) an initial closing for Notes in an aggregate principal amount of $ 10,000,000

(the “First Tranche”), which already occurred on July 11, 2025;

(ii) a second closing for Notes in an aggregate principal

amount of $ 2,222,222 (the “Second Tranche”) for a purchase price of $ 2,000,000 , subject to the satisfaction of certain conditions

including the filing of a registration statement on Form S-1 covering all conversion shares and no Nasdaq listing deficiency;

third closing for Notes in an aggregate principal amount of $ 5,555,556 (the “Third Tranche”) for a purchase price of $ 5,000,000 ,

subject to the satisfaction of certain conditions including the full conversion or repayment of the First Tranche, effectiveness of a

registration statement, no Nasdaq listing deficiency, and receipt of stockholder approval;

and (iv) a fourth closing for Notes in an aggregate

principal amount of $ 4,444,444 (the “Fourth Tranche”) for a purchase price of $ 4,000,000 , subject to the satisfaction of certain

conditions including the full repayment of the First and Second Tranches, at least fifty percent ( 50 %) repayment or conversion of the

Third Tranche, effectiveness of a registration statement, and no Nasdaq listing deficiency.

The SPA Amendment supersedes and replaces

all prior provisions relating to “Additional Closings” and “Additional Notes,” and all references to such terms

in the PIPE Subscription Agreement and related documents are to be construed in accordance with the new tranche structure.

Concurrently, on August 25, 2025, the Company entered into Amendment

1 (the “Note Amendment”) to the Initial Note.

The Note Amendment modifies the terms of the Initial Note, specifically

amending Section 4(b) to revise the conversion price provisions on any conversion date to be the lower of (i) the Conversion Price on

such date and (ii) ninety-five percent ( 95 %) of the lowest daily VWAP for the Company’s Common Stock during the ten consecutive

trading days immediately preceding the applicable conversion date (the “Alternate Conversion Price”), provided that in no

event shall the conversion price be less than the floor price of $ 0.10 which was calculated based on twenty percent ( 20 %) of the closing

sale price of the common stock on the principal trading market on the trading day immediately preceding the Note Amendment’s

effective date, which was August 22, 2025.

The Company has elected the fair value option under ASC

825-10, Financial Instruments - Fair Value Option, for its loans payable - related party under ASC 825, Financial Instruments .

The election simplifies accounting by measuring the entire instrument at fair value, with changes in fair value recognized in earnings.

As such, the Company does not separately recognize any interest, unamortized discount, premium, issuance costs, or other basis adjustments;

these amounts are included in the carrying amount of the liability that is adjusted to fair value each period.

Fair value is determined

using observable market data when available and valuation models when observable inputs are not readily available.

Changes in fair value

attributable to both credit risk and market risk are recorded in Loss on change in fair value of related party convertible debt in the

Condensed Consolidated Statement of Operations.

See Note 4, Fair Value Measurement for further information.

As of September 30, 2025, there was $ 14.4 million loans payable outstanding

which has been classified as long-term in the condensed consolidated balance sheet.

Promissory Notes

In a series of transactions during 2010 and 2011, two of the Company’s

founders provided $ 0.2 million to the Company to fund general corporate purposes in exchange for promissory notes.

Our outstanding promissory

notes accrue interest at 5 % and 12 % per annum, most of which do not have a set maturity date.

Any promissory notes that did have an initial

maturity date, which has passed, the Company has verbally agreed to pay off these loans subsequent to the consummation of the Business

The Company is currently in default;

accordingly, the Company classified the entire outstanding amount as a current liability

on the condensed consolidated balance sheet.

During the year ended December 31, 2022, the Company borrowed $ 0.3

million from two of its founders at zero interest rate to finance its short-term operations, from which $ 0.2 million was repaid in the

During the year ended December 31, 2023, the Company borrowed short-term

promissory notes of $ 0.3 million from an existing investor and additional $ 0.1 million from an unrelated party repayable on demand at

any time after December 31, 2023, with annual interest rate of 12 %.

During the three and nine months ended September 30, 2025 and

2024, one note of $ 0.1 million was issued and the Company did not make any repayments from the outstanding balance of the promissory

As of September 30, 2025 and December 31, 2024, accrued and unpaid

interest on the promissory notes was $ 0.3 million and $ 0.3 million, respectively.

Interest expense on the promissory notes was less than

$ 0.1 million for each of the three and nine months ended September 30, 2025 and 2024.

The carrying value of the promissory notes as of

September 30, 2025 and December 31, 2024 was $ 0.9 million and $ 0.9 million, respectively.

Paycheck Protection Program

On May 25, 2021, the Company borrowed $ 1.3 million (the “PPP

Loan 2”) as a Paycheck Protection Program loan.

The Paycheck Protection Program, established as part of the Coronavirus Aid, Relief,

and Economic Security (“CARES”) Act, provides for loans to qualifying businesses and is administered by the U.S.

Small Business

Administration (the “SBA”).

The annual interest rate of the PPP Loan 2 is 1 %.

Under the terms of PPP Loan 2, if the Company does not submit a forgiveness

application within 24 weeks of the initial disbursement of the loan (the “Covered Period”), the Company must begin to make

equal monthly payments of principal and interest starting 10 months from the end of the Covered Period until May 25, 2026.

the loan continues to accumulate during any deferment period.

As of September 30, 2025, the Company has not applied for forgiveness under

PPP Loan 2, but does intend to apply for loan forgiveness prior to December 31, 2025.

This forgiveness is not guaranteed, based on the

delayed timeline, but the Company has begun to make contact with the loan administrators.

As of December 31, 2024 and September 30, 2025, the Company was in

default on PPP Loan 2 due to non-payment of minimal repayment amounts required by the terms of PPP Loan 2.

Accordingly, the Company classified

the entire amount outstanding under PPP Loan 2 as current and accrued respective late penalties for the total amount of less than $ 0.1

million as of September 30, 2025 and December 31, 2024, respectively.

The total past due amount of PPP Loan 2 repayments as of September

30, 2025 and December 31, 2024 was $ 1.0 million and $ 0.8 million, respectively.

As of September 30, 2025, the contractual future minimum payments for

the PPP Loan 2 were as follows (in thousands):

Year Ending December 31,

Convertible Promissory Note – Related Party at Fair value

The Company now holds the convertible working capital promissory note

which was previously held by Northview Acquisition Corporation with the Sponsor for up to $ 2.5 million.

The Note is non-interest bearing

and became convertible on the Closing Date, July 11, 2025.

The Sponsor may elect to convert all or any portion of the unpaid principal

balance of this Note into warrants, at a price of $ 1.00 per warrant.

The note also allows for the conversion of the outstanding principal

balance to be repaid in shares of Company Common Stock at a price of $ 2.22 per share at the election of the sponsor.

As of September 30,

2025 and December 31, 2024, the Company had principal outstanding of $ 1,919,796 and is presenting the Note at fair value on its balance

sheet at September 30, 2025 in the amount of $ 1,919,796 .

The Company has deferred the repayment of the note to six months after the Closing

and has classified this as a current asset due to the repayment being in default.

Note 7 — Commitments and Contingencies

Operating Lease Obligations

Beginning in October 2024, the Company entered into a lease agreement

whereby the Company agreed to rent its office and lab facilities under month-to-month tenancy.

The monthly rent payable under the lease

is $ 25 thousand.

This month-to-month lease automatically renews every four months, unless written termination is provided.

Operating costs for short-term leases include variable lease costs

of $ 0.1 million and less than $ 0.1 million during the three months ended September 30, 2025 and 2024, compared to $ 0.2 million and $ 0.1

million during the nine months ended September 30, 2025 and 2024.

Starting from August 2022, the Company recognized lease expense in the

amount of monthly rent as incurred.

The Company recognized operating lease costs for monthly rent of $ 75 thousand and $ 150 thousand for

each of the three and nine month periods ending September 30, 2025 and 2024.

Total operating lease costs with common area maintenance

variable costs were $ 0.3 million and $ 0.2 million for the nine months ended September 30, 2025 and 2024.

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.

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

To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations.

However, the Company may record charges in the future as a result of these indemnification obligations.

Note 8 — Warrants

The Company has four groups of warrants that total 17,536,750 which

is made up of:

9,487,500 Public Warrants, 7,347,500 Private Placement Warrants, 569,250 Representative’s Warrants, and 132,500 HCW

Northview Warrants

As part of the IPO, Northview issued the Public Warrants to third-party

investors, where each whole warrant entitled the holder to purchase one share of the Company’s Common Stock at an exercise price

of $ 11.50 per share.

Simultaneously with the closing of the IPO, Northview completed the private sale of 7,347,500 Private Placement warrants

where each warrant allows the holder to purchase one share of the Company’s Common Stock at $ 11.50 per share.

Additionally,

Northview granted underwriters 569,250 warrants exercisable at $ 11.50 per share (or an aggregate exercise price of $ 6,546,375 ) at

the closing of the IPO.

The Public Warrants became exercisable 30 days after the consummation

of the Business Combination

The Private Placement Warrants and Representative’s Warrants

are non-redeemable in certain circumstances so long as they are held by the initial purchasers or their permitted transferees.

Placement and Representative’s Warrants may also be exercised by the initial purchasers or their permitted transferees for cash

or on a cashless basis, but are otherwise similar to the Public Warrants underlying the Units sold in the IPO, as the Private Placement

Warrants and Representative Share Warrants, along with the common stock issuable upon the exercise of the Private Placement Warrants and

Representative Share Warrants also became transferable, assignable, or saleable 30 days after the completion of the Business Combination,

which was during this period ended September 30, 2025.

The Public Warrants were initially classified as a derivative liability

Upon the closing of the Business Combination, the Public Warrants in accordance with the guidance contained in ASC 815 are

no longer precluded from equity classification as they meet the “own equity” scope exception in ASC 815-10-15-74(a), allowing

these financial instruments to be classified as equity with no subsequent remeasurement.

The Public Warrants are indexed to the Company’s

Common Stock as they meet both steps in the criteria under ASC 815-40-15-7, as they are not contingently exercisable and they are now

considered indexed to equity, as the contingent settlement provisions are no longer applicable subsequent to the Close.

The Public Warrants

strike price and the number of shares used to calculate the settlement amount are fixed, so the instrument can be considered indexed to

an entity’s own stock (as the only variables that could affect the settlement amount would be inputs to the fair value of a fixed-for-fixed

forward or option on equity shares).

The Private Warrants and Representative Warrants are not considered

indexed to an entity’s own stock, and fails Step 2 of ASC 815-40-15-7.

As such, the Company continues to recognize the Private Placement

Warrants and Representative Share Warrants as liabilities at fair value as of the Closing Date, with an offsetting entry to additional

paid-in capital and adjusts the carrying value of the instruments to fair value through other income (expense) on the condensed consolidated

statement of operations at each reporting period until they are exercised.

(See Note 4).

HCW acted as Profusa’s financial advisor in connection with

the Business Combination and received a transaction fee in connection therewith of $ 1,000,000 , payable in cash and 132,500 warrants to

acquire an aggregate of 132,500 shares of New Profusa Common Stock at an exercise price of $ 0.01 per share.

The Company accounts for

the HCW warrants in accordance with the guidance contained in ASC 815.

Such guidance provides that the HCW warrants are not precluded

from equity classification.

Equity-classified contracts are initially measured at fair value.

Subsequent changes in fair value are not

recognized as long as the contracts continue to be classified in equity.

The Company determined the initial fair value using a Black

Scholes pricing model.

The initial fair value was $ 0.3 million.

On July 28, 2025, the Company entered into the Purchase Agreement

and the ELOC Registration Rights Agreement with Ascent.

Upon the terms and subject to the satisfaction of the conditions contained in

the Purchase Agreement, from and after the Effective Date, the Company will have the right, in its sole discretion, to sell to Ascent

up to $ 100,000,000 of shares of its Common Stock, subject to certain limitations set forth in the Purchase Agreement, from time to time

during the term of the Purchase Agreement.

Sales of Common Stock by the Company to Ascent under the 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

Purchase Agreement.

As of September 30, 2025, approximately $ 3.5 million in shares of its Common Stock was sold pursuant to the Purchase

Under the Purchase Agreement, the Company has the right, but not the

obligation, from time to time at its sole discretion for a period of up to 36 months, unless the Purchase Agreement is earlier terminated,

to direct Ascent to purchase up to a specified maximum amount of shares of Common Stock in one or more purchases as set forth in the Purchase

Agreement, by delivering a written notice, if any, to Ascent in accordance with the Purchase Agreement on any trading day we select.

As consideration for Ascent’s commitment to purchase shares of

Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon our

execution of the term sheet relating to the Purchase Agreement, the Company issued Ascent warrants (the “Commitment Warrants”)

to purchase up to 900,000 shares of Company Common Stock (the “Commitment Warrant Shares”).

The Commitment Warrants have an

exercise price of $ 0.01 per shares and can be cashless exercised.

The warrants were equity classified prior to their exercise due to the

terms of the warrant which was indexed to the Company’s own stock, settlement was in shares only, and the terms met the fixed-for-fixed

condition (fixed number of shares for fixed price).

These warrants were recorded at their fair value on grant date which was $ 0.9 million

and were expensed to financing fees in accordance with US GAAP accounting for standby equity purchase agreements (“SEPA”).

Issuance fees such as warrant costs associated to a SEPA or ELOC are

expensed upfront, as this arrangement is not considered indexed to the Company's stock under step 2 in ASC 815-40-15-7 and therefore is

liability classified.

The associated equity classified warrants were not remeasured after initial issuance, and as of September 30, 2025,

these warrants were exercised and all 900,000 shares of Common Stock were issued.

When the Company draws on the ELOC and issues shares, it recognizes

the proceeds in equity.

The amount recorded is based on the fair value of the shares issued or the cash received, whichever is more reliably

The Company records the actual cash received for each draw, as this is clearly measurable and traceable.

Note 9 — Stock Option Plan

In 2010, Legacy Profusa adopted the 2010 Equity Incentive Plan (the

“Plan”) under which 2,000,000 shares of the Company’s Common Stock have been initially reserved for issuance to employees,

directors and consultants.

The number of reserved shares that had been increased over the years equaled 4,636,454 shares at the time of

the Business Combination.

The Company is currently drafting a new 2025 Equity Incentive Plan that will replace the 2010 Equity Incentive

All previously issued options under the 2010 Equity Incentive plan will be held under the new plan, with no additional impact to

the option holders.

Options granted under the Plan may be either incentive stock options (“ISO”) or nonqualified stock options

ISOs may be granted only to Company employees, including officers and directors who are also employees.

be granted to Company employees, consultants and advisors.

Upon the Closing, all outstanding Legacy Profusa options converted

into options exercisable for shares of Company Common Stock with the same terms except for the number of shares exercisable and the exercise

price, each of which was adjusted using the Exchange Ratio of approximately $ 0.346 .

The mechanism of conversion resulted in the fair value

of each option prior to the Closing equal to the fair value of each option after.

All stock option activity presented in these statements

has been retrospectively adjusted to reflect the conversion.

A person who owns (or is deemed to own) stock possessing more than

ten percent ( 10 %) of the total combined voting power of all classes of stock of the Company will not be granted an ISO unless the exercise

price of such option is at least one hundred ten percent ( 110 %) of the Fair Market Value on the date of grant and the option is not exercisable

after the expiration of five years from the date of grant.

Options granted generally vest over four years .

Activity under the Plan is set forth below:

Stock Option Activity

Options Outstanding

Stock Option Activity Shares

for Grant Number of

Options Weighted-Average

Share Weighted-Average

Balances at January 1, 2025 539,564 1,027,897 $ 1.16 3.00

Options granted ( 539,564 ) 539,564 3.64

Options exercised —

Options expired —

Options cancelled/forfeited 4,114 ( 4,114 ) 1.83

Balances at September 30, 2025 4,114 1,563,347 $ 2.02 6.24

Exercisable at September 30, 2025 818,637 $ 3.02 5.33

Options Outstanding

Stock Option Activity Shares

for Grant Number of

Options Weighted-

Share Weighted-Average

Balances at December 31, 2023 536,105 1,031,356 $ 1.16 3.70

Options granted —

Options exercised —

Options expired 3,459 ( 3,459 ) -

Options cancelled/forfeited —

Balances at September 30, 2024 539,564 1,027,897 $ 1.16 3.18

Exercisable at September 30, 2024 525,969 $ 1.41 4.51

During the three months ended September 30, 2025 and 2024, there was

no stock option activity.

Intrinsic values are calculated as the difference between the exercise price of the underlying options and the

fair value of the common stock for the options that had exercise prices that were lower than the fair value per share of the common stock

on the date of exercise.

The total fair value of options vested for the three and nine months

ended September 30, 2025 and 2024 was less than $ 0.1 million.

As of September 30, 2025, the total unrecognized stock-based compensation

expense for stock options was $ 3.0 million, which is expected to be recognized over a weighted-average period of 1.3 years.

estimates the fair value of stock options using the Black Scholes option-pricing model.

The fair value of stock options is being recognized

on a straight-line basis over the requisite service period of the awards.

As of September 30, 2024, the total unrecognized stock-based compensation

expense for stock options was less than $ 0.1 million, which is expected to be recognized over a weighted-average period of 1.1 years.

Company estimates the fair value of stock options using the Black Scholes option-pricing model.

The fair value of stock options is being

recognized on a straight-line basis over the requisite service period of the awards.

Nonrecourse Promissory Notes to Early Exercise Stock Options

In 2018, one of the Company’s executives early exercised 1,380,015

of his stock options by issuing a promissory note to the Company.

As the promissory note is nonrecourse, this exercise of stock options

with a promissory note is not considered a substantive exercise for accounting purposes.

Therefore, no receivable for the promissory note

was recorded on the Company’s balance sheet.

This arrangement was accounted for as modifications to the original stock options which

were exercised by issuing a promissory note.

Such modification did not result in additional stock-based compensation expense.

note amount of $ 428 thousand was considered settled and paid in full upon the Closing as this balance was netted within the total consideration

due to the Company’s CEO as payment for the successful Closing, and as such, the transaction was recorded in stock-based compensation.

The early exercised options were fully vested, with no remaining responsibility on a note as of July 11, 2025, at which time they converted

into Company Common Stock.

On both July 11, 2025 and September 30, 2025 these exercised options are included in the Company’s Common

Stock outstanding.

Stock-Based Compensation Expense by Function

The following table is a summary of stock compensation expense by function

recognized for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Nine months ended

September 30,

General Administrative

Research and development

Three months ended

September 30,

General Administrative

Research and development

Note 10 — Related Party Transactions

The Company has funded its operations to date primarily through private

sales of convertible preferred stock, convertible debt, loans payable and promissory notes.

These investments have included various related

parties issued at arms-length.

The following table presents the various significant related party

transactions and investments in the Company for the periods presented (in thousands):

Related Party Nature of

relationship Description of

investment or transaction September 30,

2025 December 31,

Tasly Shareholder Convertible debt payable at fair value $ 2,207 $ 2,234

Ascent PIPE convertible note Shareholder Loan payable related party at fair value 14,359 -

Northview Acquisition Corp Sponsor Shareholder Convertible debt payable at fair value 1,920 -

The founders Shareholder Promissory notes

Various Individuals Shareholder Convertible debt payable $ -

Northview Acquisition Corp Sponsor Shareholder Due to from Related Party

See Note 6 for full disclosures on debt, including the convertible

debt payable, loans payable and promissory notes.

Note 11 — Net Loss per Share Attributable to Common Stockholders

Net loss per share of Company Common Stock is calculated in accordance

with ASC Topic 260, Earnings Per Share using the two-class method.

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, warrants, and earn-out shares.

Accordingly, for the periods presented in which the Company incurred a net

loss, basic and diluted EPS are the same.

The following tables represent weighted average shares using the recasted

common stock equity balance as presented in the Statement of Stockholders’ Deficit.

The following table sets forth the computation

of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):

September 30,

Weighted average shares used to computing basic and diluted net loss per share

Net loss per share attributable to common stockholders - basic and diluted:

The following outstanding shares of potentially dilutive securities

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:

September 30,

Related party convertible notes payable at fair value (1)

Loans payable - related party at fair value (1)

Options to purchase common stock

(1) The Related party convertible notes and Loan’s payable - related

party are convertible upon occurrence of various conversion scenarios.

Therefore, the number of shares of Company Common Stock

issuable upon their conversion is not currently estimable.

September 30,

Weighted average shares used to computing basic and diluted net loss per share

Net loss per share attributable to common stockholders - basic and diluted:

The following outstanding shares of potentially dilutive securities

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:

Nine Months Ended

September 30,

Related party convertible notes payable at fair value (1)

Loans payable - related party at fair value (1)

Options to purchase common stock

(1) The Related party convertible notes and Loan’s payable - related

party are convertible upon occurrence of various conversion scenarios.

Therefore, the number of shares of Company Common Stock issuable

upon their conversion is not currently estimable.

Note 12 – Segments

The Company operates as one operating segment.

The Company’s

chief operating decision maker (“CODM”) is its Chief Executive Officer , Ben Hwang, who reviews financial information presented

on a consolidated net loss basis as reported on the consolidated condensed statement of operations and comprehensive loss 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.

CODM function approves of 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 consolidated condensed statements of operations and comprehensive loss.

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 income, interest expense and gain (loss) on change in fair value of related party loan.

See the consolidated

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

Three Months Ended

September 30,

Government grant revenue

Operating expenses:

Research personnel compensation costs, including stock-based compensation

CRO and regulatory costs

Administrative personnel compensation costs, including stock-based compensation

Rent and office costs

Legal and accounting costs

Transaction costs

Other expenses (1)

Total segment expenses

Loss from operations

Other income (expense)

Gain (loss) on change in the fair value of related party convertible debt

Gain on change in the fair value of warrant liabilities

Loss on change in the fair value of digital assets

Interest expense

Financing costs

Other income (loss)

Total other expense, net

Net loss and comprehensive loss

expenses includes small balances of research materials and supplies along with insurance costs and other third party service providers.

Nine Months Ended

September 30,

Government grant revenue

Operating expenses:

Research personnel compensation costs, including stock-based compensation

CRO and regulatory costs

Administrative personnel compensation costs, including stock-based compensation

Rent and office costs

Legal and accounting costs

Transaction costs

Other expenses (1)

Total segment expenses

Loss from operations

Other income (expense)

(Loss) on change in the fair value of related party convertible debt

Gain on change in the fair value of warrant liabilities

Loss on change in the fair value of digital assets

Interest expense

Financing costs

Total other expense, net

Net loss and comprehensive loss

expenses includes small balances of research materials and supplies along with insurance costs and other third party service providers.

The Company has no significant long-lived assets recognized on the

Consolidated Balance Sheets.

Note 13 — Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued.

the Company’s review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the

condensed consolidated financial statements, other than as previously disclosed, and as described below.

Consummation of Business Combination

On July 11, 2025, the Company, consummated its

previously announced Business Combination Profusa, pursuant to that certain Merger Agreement and Plan of Reorganization, dated as of

November 7, 2022 (as the same has been amended, supplemented or otherwise modified from time to time, the “Merger Agreement”),

between the Company, Profusa, and NV Profusa Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company

(“Merger Sub” and, collectively, the “Parties”).

The consummation of the Business Combination involved the merger

(the “Merger”) of Merger Sub with and into Profusa, pursuant to which, at the closing of the transactions contemplated by

the Merger Agreement (the “Closing”), the separate corporate existence of Merger Sub ceased, with Profusa as the surviving

corporation becoming a wholly-owned subsidiary of the Company, pursuant to the terms of the Merger Agreement and in accordance with the

As a result of the Business Combination, the Company owns 100 % of the outstanding common stock of Profusa.

In connection with the

closing of the Business Combination, the Company changed its name from “NorthView Acquisition Corporation” to “Profusa,

Securities Purchase Agreement

On July 28, 2025, the Company entered into a Securities Purchase Agreement

(the “Purchase Agreement”) with Ascent Partners Fund LLC (the “Purchaser”).

Pursuant to the terms and conditions

set forth in the Purchase Agreement, the Company may, from time to time and at its discretion, issue and sell to the Purchaser shares

of its common stock (the “Purchased Securities”) for an aggregate purchase price of up to $ 100,000,000 (the “Maximum

Aggregate Purchase Price”), subject to certain limitations and conditions described below.

Under the Purchase Agreement, the Company may deliver advance notices

(each, an “Advance Notice”) to the Purchaser to request the purchase of shares of common stock, with each closing (a “Closing”)

to occur on a trading day following the end of a 10 or fewer trading day valuation period commencing on the trading date immediately

following the delivery of the Advance Notice, or as determined by the Purchaser.

The purchase price per share at each Closing will be

equal to 97 % of the lowest volume-weighted average price (“VWAP”) of the Company’s common stock during the applicable

valuation period, subject to a floor price and other adjustments as set forth in the Purchase Agreement.

The maximum purchase price at

any single Closing is limited to the lower of (a) $ 5,000,000 or (b) 100 % of the average daily traded value of the common stock for the

five trading days immediately preceding such Closing.

The Purchase Agreement contains certain limitations, including that

the aggregate number of shares issued under the Purchase Agreement may not exceed the number of shares registered under the applicable

registration statement or the exchange cap (generally 19.9 % of the Company’s outstanding common stock as of the effective date),

unless stockholder approval is obtained or as otherwise permitted by the rules of the principal trading market.

In addition, the Purchaser’s

beneficial ownership of the Company’s common stock is limited to 9.99 % of the outstanding shares immediately after giving effect

to any issuance.

The Purchase Agreement also provides for the issuance of a warrant

to the Purchaser for the purchase of 900,000 shares of common stock, and includes a Registration Rights Agreement, Lock-Up Agreements

from the Company’s officers and directors, and a Transfer Agent Instruction Letter.

The Company is required to reserve sufficient

shares of common stock to satisfy its obligations under the Purchase Agreement and to maintain the listing of its common stock on its

principal trading market.

The Company has evaluated its subsequent events from September 30,

2025 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.

In accordance with the Company’s Bitcoin treasury strategy, on

October 7, 2025 the Company purchased $ 1.0 million of Bitcoin, for a total of 7.98 coins.

This purchase of Bitcoin, brings the total Company’s

holdings up to 16.51 coins in total as of the date of this filing, from 8.53 coins at September 30, 2025.

On October 20, 2025, at a Special Meeting of Stockholders, the stockholders

of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, to increase the Company’s

authorized number of shares of Common Stock from 300,000,000 shares to 600,000,000 shares.

On October 8, 2025, the Company filed a Form S-1 registration statement

which relates to the resale of up to 42,594,048 shares of Common Stock comprising:

(a) up to 42,211,548 shares of Common Stock held by

Ascent Partners Fund LLC pursuant to a common stock purchase agreement, dated as of July 28, 2025, and (b) up to 382,500 shares of Common

Stock issued to certain parties in satisfaction of transaction costs incurred in connection with the Business Combination.

On October 27, 2025, the Company received a deficiency letter from

Nasdaq citing the listing rules require listed securities to maintain a minimum Market Value of Publicly Held Shares (MVPHS) of $ 15,000,000 .

The Company has not met this requirement.

The Company has 180 calendar days in which to regain compliance.

If at anytime during this compliance

period the Company’s MVPHS closes at $ 15,000,000 or more for a minimum of ten consecutive business days , Nasdaq will provide

the Company written confirmation of compliance and this matter will be closed.

In the event the Company does not regain compliance with

the Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting.

In October 2025, The Benchmark Company LLC exercised all 250,000 of their common stock warrants.

On October 29 and October 30, 2025 the Company executed three additional

tranches of ELOC puts with aggregate gross proceeds of $ 3.8 million for the issuance of 11,478,624 shares of Common Stock.

These tranches

were issued between $ 0.23 and $ 0.40 per share based on the daily VWAP.

As part of these puts, and in line with the purchase agreement,

the Company used the proceeds to repay $ 0.7 million of the principal balance outstanding on the Ascent PIPE convertible note and additionally

incurred expenses of $ 0.1 million, resulting in net proceeds to the Company of $ 3.0 million.

During the months of October and November,

Ascent also converted $ 2.8 million of the principal balance into common stock, resulting in total loan repayments as of the date

of this filing of $ 4.1 million, $ 3.5 million of which occurred subsequent to September 30, 2025.

The $ 2.8 million principal balance converted into 12,220,837 shares of common stock.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements