What changed in this filing

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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-03-31 · 2642 added, 1784 removed, 119 unchanged (97% of the section changed)

8 unchanged sentences

Our management evaluated, with the participation of our principal executive officer and principal

financial and accounting officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures

as of December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers

concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December

31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of

December 31, 2025, our disclosure controls and procedures were not effective.

We do not expect

that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no

matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls

and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,

and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures,

no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies

and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the

likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential

future conditions.

Report on Internal Controls Over Financial Reporting

9 unchanged sentences

may deteriorate.

Under the supervision and with the participation

of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation

of the effectiveness of our internal control over financial reporting as of December 31, 2024, as such term is defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act.

Based upon their evaluation, our principal executive officer and principal financial and accounting

officer, concluded that our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) were not effective as of December 31, 2024 due to the existence of material weaknesses.

Our internal controls did not detect an error

in (i) the review of the convertible promissory notes valuation and warrant valuation (ii) proper recording of accounts payable and accrued

expenses, expensing or prepaid expenses and the calculation of our income tax provision.

the supervision and with the participation of our management, including our principal executive officer and principal financial officer,

we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, as such term

is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Based upon their evaluation, our principal executive officer and

principal financial officer, concluded that our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act) were not effective as of December 31, 2025 due to the existence of material weaknesses.

Our internal controls

did not detect an error in (i) segregation of duties in the financial statement close process, (ii) lack of review controls and expertise

to ensure accurate valuations and accounting of financial instruments, and (iii) lack of technical accounting expertise and internal

controls to ensure accurate preparation of its financial statements in accordance with U.S.

GAAP including complex debt and equity instruments.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

10 unchanged sentences

goals under all potential future conditions.

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to a transition period

established by rules of the SEC for an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933,

as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012.

in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting

(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than as described above.

Annual Report does not include an attestation report of our registered public accounting firm due to a transition period established

by rules of the SEC for an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended,

or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012.

in Internal Controls over Financial Reporting

have been no changes in our internal controls over financial reporting that occurred during the year ended December 31, 2025, that have

materially affected, or are reasonably likely to materially affect, or are reasonably likely to materially affect, our internal control

over financial reporting, other than as described above.

OTHER INFORMATION

During the period covered

by this Annual Report, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement

or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Our directors and officers are as follows:

Co-Founder, Director, Chief Executive Officer

Fred Knechtel

Co-Founder, Director, Chief Financial Officer

Peter O’Rourke

Chairman of the Board, Independent Director

Independent Director

Jack Stover - Co-Founder, Director and Chief

Executive Officer

Jack Stover has served as

our Chief Executive Officer and director since inception.

From June 2016 to November 2020, Mr.

Stover served as president and chief executive

officer of Interpace Biosciences, Inc., a publicly-traded small cap life sciences company providing complex molecular analysis for the

early diagnosis and treatment of cancer and supporting the development of targeted therapeutics.

From December 2015 until June 2016, Mr.

Stover served as interim president and chief executive officer of Interpace Biosciences, Inc.

Stover on the board of directors of

Interpace Biosciences, Inc.

from August 2005 until November 2020, and was chairman of the audit committee from August 2005 until December

From June 2016 to December 2016, Mr.

Stover was chairman of the audit committee and a member of the board of directors of Viatar

CTC Solutions, Inc.

From 2004 to 2008, he served as chief executive officer, president and director of Antares Pharma, Inc., a publicly

held specialty pharmaceutical company (current market cap of ~$700M) then listed on the American Stock Exchange.

In addition to other

relevant experience, Mr.

Stover was also formerly a partner with PricewaterhouseCoopers (then Coopers and Lybrand), working in the bioscience

industry division in New Jersey.

Stover received his B.A.

in Accounting from Lehigh University and is a Certified Public Accountant.

We believe that Mr.

Stover is well-qualified to serve as a director of our company based on Mr.

Stover’s experience holding senior

leadership positions in the life sciences industry, and his specific experience and skills in the areas of general operations, financial

operations and administration.

Fred Knechtel - Co-Founder, Director and Chief

and Executive Officers

following table sets forth the names and ages of all of our directors and executive officers as of April 14, 2026.

Our officers are appointed

by, and serve at the pleasure of, the Company’s board of directors (the “Board”).

of the Board;

Chief Executive Officer

Financial Officer

Fred Knechtel has served as

our Chief Financial Officer and director since inception.

From August 2022 to August 2023, Mr.

Knechtel served as chief financial officer

of DiamiR Biosciences.

Independent Director

Chief Scientific Officer, and Head of Research

following is information about the experience and attributes of the members of our Board and senior executive officers as of the date

of this Annual Report.

The experience and attributes of our directors discussed below provide the reasons that these individuals were

selected for Board membership, as well as why they continue to serve in such positions.

Hwang, Ph.D .

Hwang has served as Profusa’s Chairman of the board and Chief Executive Officer since January 2012.

Prior to Profusa, Dr.

Hwang served in a variety of leadership roles at Life Technologies Corp.

(acquired by Thermo Fisher Scientific,

Inc.), including President of the Asia Pacific Region and Head of the qPCR Division.

Prior to joining Life Technology, Dr.

a consultant with McKinsey & Company.

Hwang received his M.A.

in Biology and Ph.D.

in Biology from The Johns Hopkins University.

We believe that Dr.

Hwang is well-qualified to serve as a director of the Company based on his familiarity with Profusa’s business,

his experience in the life science industry, and his educational background.

Knechtel — Fred Knechtel has served as our Chief Financial Officer since July 2025, and was the Co-Founder, Director and CFO

of Northview Acquisition Corporation between August 2023 through the closing of the Business Combination in July 2025.

From August 2022

to August 2023, Mr.

Knechtel served as chief financial officer of DiamiR Biosciences.

From January 2020 to January 2021, Mr.

Knechtel served as chief financial officer of Interpace Biosciences, Inc.

served as chief financial officer of Interpace Biosciences, Inc.

From June 2018 to December 2018, Mr.

Knechtel served as chief financial officer of GENEWIZ, Inc.

From November 2014 to November 2017,

Knechtel served as chief financial

officer of GENEWIZ, Inc.

From November 2014 to November 2017, Mr.

Knechtel served as group chief financial officer of Sims Metal Management.

From November 2009 to October 2014, Mr.

Knechtel served

as chief financial officer of Remy International, Inc.

Knechtel received a Bachelor of Engineering from Stony Brook University and

a M.B.A in Finance from Hofstra University.

We believe that Mr.

Knechtel is well-qualified to serve as a director of our company based

Knechtel’s experience holding high level executive positions in the life sciences industry, and his financial and accounting

Peter O’Rourke - Chairman of the Board

Peter O’Rourke has served

as our chairman of the board since the effective date of our initial public offering.

Since December 2018, Mr.

O’Rourke has served

as Managing Partner at TCI Partners, a consulting firm focused on healthcare, aerospace and the public sector.

From November 2020-August

O’Rourke was President and Director for Western Magnesium, where he created the U.S.

operations strategy and team during

the successful technology pilot phase of the company, and led enterprise and defense business development, government affairs, and communications.

From January 2017 to December 2018, Mr.

O’Rourke served as the Acting Secretary and Chief of Staff of the Department of Veteran

From May 2015 to July 2016, Mr.

O’Rourke served as a principal of Calibre Systems, Inc., a consulting firm.

also served in both the U.S.

Navy and Air Force.

O’Rourke served as Director for AXIM Biotechnologies from July 2020 to present.

AXIM is a vertically integrated research and development company focused on improving the landscape for the diagnosis of ophthalmological

conditions such as Dry Eye Disease (DED) through rapid diagnostic tests.

O’Rourke received a Bachelor of Arts in Political Science

from the University of Tennessee in Knoxville as well as a Master of Science in Logistics and Supply Chain Management from the United

States Air Force’s Institute of Technology.

Knechtel served as chief financial officer of Remy International, Inc.

Knechtel received

a Bachelor of Engineering from Stony Brook University and a M.B.A in Finance from Hofstra University.

We believe that Mr.

O’Rourke is well-qualified to serve as a director of our company

O’Rourke’s leadership and consulting experience in the healthcare industry.

Ed Johnson - Director

Ed Johnson has served as a

director since the effective date of our initial public offering.

Since March 2020, Mr.

Johnson has served as the chief executive officer

of iONEBIOUSA Molecular COVID-19 Technologies, which he founded.

Since March 2018, Mr.

Johnson has served as chief executive officer of

Johnson Global Ventures, LLC.

Since March 2018, Mr.

Johnson has served on the Advisory Board to Advantage Capital Partners.

received a Bachelor of Science in Marketing from Florida State University and a M.B.A.

from Nova Southeastern University.

well-qualified to serve as a director of the Company based on Mr.

Knechtel’s experience holding high level executive positions

in the life sciences industry, and his financial and accounting experience.

Asarpota — Rajesh Asarpota has served as a director since July 2025.

Asarpota is currently the chief financial officer

at Augmedics, a company that has pioneered cutting-edge augmented reality technologies to improve surgical outcomes for spine surgery.

Prior to Augmedics, from September 2020 to October 2021, he served at ApiJect as executive vice president, chief financial officer and

head of technology.

ApiJect is a medical technology company that seeks to revolutionize how medicines and vaccines are filled, finished

and delivered.

Prior to ApiJect, from August 2017 to September 2020, Asarpota served as executive vice president and chief financial

officer with NuVasive, a global public company and leader in minimally invasive, procedurally integrated spine solutions.

Prior to NuVasive,

he spent two years in the private equity space at Imaging Advantage and Cole Parmer as executive vice president and chief financial officer.

Imaging Advantage was acquired by Envision in 2015.

In 2014, he served as the executive vice president and chief financial officer for

Questcor Pharmaceuticals which was acquired by Mallinckrodt in a $5.6B transaction.

Asarpota also spent a decade at Life Technologies,

a global life sciences company where he was responsible for helping scale the organization, driving growth through organic and M&A

During his tenure, the company revenue grew from approximately $1B to more than $4B in 2014, leading to the company’s

sale to Thermo Fisher for $13.6 billion that year.

Prior to Life Technologies, Mr.

Asarpota spent 11 years at GE in several finance leadership

Asarpota holds a M.B.A.

from Marquette University and a Bachelor of Commerce from the University of Bombay.

We believe that

Johnson is well-qualified to serve as a director of our company based on Mr.

Johnson’s healthcare focused experience.

Lauren Chung - Director

Lauren Chung has served as

a director since the effective date of our initial public offering.

Asarpota is well-qualified to serve as a director of the Company based on his healthcare focused experience.

Chung — Lauren Chung has served as a director since July 2025.

Since November 2019, Dr.

Chung has served as chief executive officer

of MINLEIGH LLC, identifying, evaluating and partnering with companies for investments and strategic, operational, and commercial opportunities,

and venture partner at Yozma Group.

Chung has served as chief executive

officer of MINLEIGH LLC, identifying, evaluating and partnering with companies for investments and strategic, operational, and commercial

opportunities, and venture partner at Yozma Group.

From May 2017 to November 2019, Dr.

Chung was an Equity Research Managing Director at WestPark Capital.

Chung was an Equity Research Managing Director

at WestPark Capital.

From August 2016 to April 2017, Dr.

1 unchanged sentence

Previously, Dr.

Chung founded and served as chief operating

officer and chief compliance officer of Tokum Capital Management, a global healthcare investment fund.

Prior to that, she managed healthcare

investment portfolios at institutional investment firms.

Chung serves as director of Todos Medical Ltd.

Chung previously served

as director of Cure Pharmaceutical Holding Corp from August 2019 until November 2021, UltraSight, Inc from December 2020 to December 2021,

and AdiTxt, Inc.

Chung founded and

served as chief operating officer and chief compliance officer of Tokum Capital Management, a global healthcare investment fund.

to that, she managed healthcare investment portfolios at institutional investment firms.

Chung serves as director of Todos Medical

Chung previously served as director of Cure Pharmaceutical Holding Corp from August 2019 until November 2021, UltraSight, Inc

from December 2020 to December 2021, and AdiTxt, Inc.

from June 2021 until December 2021.

Chung holds a Ph.D.

in Neuropathology from Columbia University-College of Physicians

& Surgeons, an M.B.A from Columbia Business School, and a BA with honors in Biochemistry and Economics from Wellesley College.

believe that Dr.

Chung is well-qualified to serve as a director of our company based on Dr.

Chung’s extensive corporate board and

investment analysis experience.

Number of Officers and Directors

Our board of directors consists

of five directors.

We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Director Independence

The Nasdaq listing standards

require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person

other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion

of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out

the responsibilities of a director.

Our board of directors have determined that Dr.

Johnson and Mr.

O’Rourke are “independent

directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly scheduled

meetings at which only independent directors are present.

Committees of the Board of Directors

Our board of directors has

three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance committee.

Each committee

operates under a charter that has been approved by our board and has the composition and responsibilities described below.

Our audit committee,

compensation committee and nominating and corporate governance committee is composed solely of independent directors.

in Neuropathology from

Columbia University-College of Physicians & Surgeons, an M.B.A from Columbia Business School, and a BA with honors in Biochemistry

and Economics from Wellesley College.

We believe that Dr.

Chung is well-qualified to serve as a director of the Company based on Dr.

Chung’s extensive corporate board and investment analysis experience.

O’Rourke — Peter O’Rourke has served as Lead Independent Director since July 2025.

Since December 2018, Mr.

has served as Managing Partner at TCI Partners, a consulting firm focused on healthcare, aerospace and the public sector.

From November

2020-August 2022, Mr.

O’Rourke was President and Director for Western Magnesium, where he created the U.S.

operations strategy

and team during the successful technology pilot phase of the company, and led enterprise and defense business development, government

affairs, and communications.

From January 2017 to December 2018, Mr.

O’Rourke served as the Acting Secretary and Chief of Staff

of the Department of Veteran Affairs.

From May 2015 to July 2016, Mr.

O’Rourke served as a principal of Calibre Systems, Inc.,

a consulting firm.

O’Rourke also served in both the U.S.

Navy and Air Force.

O’Rourke served as Director for AXIM

Biotechnologies from July 2020 to present.

AXIM is a vertically integrated research and development company focused on improving the

landscape for the diagnosis of ophthalmological conditions such as Dry Eye Disease (DED) through rapid diagnostic tests.

received a Bachelor of Arts in Political Science from the University of Tennessee in Knoxville as well as a Master of Science in Logistics

and Supply Chain Management from the United States Air Force’s Institute of Technology.

We believe that Mr.

O’Rourke is well-qualified

to serve as a director of the Company based on Mr.

O’Rourke’s leadership and consulting experience in the healthcare industry.

Stover — Jack Stover has served as a director since July 2025.

Since November 2018, Mr.

Stover has been director, member of

the compensation committee, chairman of the audit committee, chairman of the special deal committee and recently Lead Independent Director

of Traws Pharma Inc.

(TRAW) (formerly Onconova Therapeutics, Inc.

(ONTX)) a Nasdaq-based novel small molecule anti-viral and oncology

therapeutics company with products in various clinical trials.

Stover has also been a member of the board of directors of Stero Therapeutics,

Inc., a private medical company, since February 2024.

Stover was appointed to the board of directors and chairman of the audit committee

of PharmaCyte Biotech, Inc.

(PMBC) effective August 15, 2022 and resigned from the board effective November 1, 2022.

From June 2016 to

November 2020, Mr.

Stover served as president, chief executive officer and director of Interpace Biosciences, Inc., (IDXG) a publicly-traded

small cap life sciences company providing complex molecular analysis for the early diagnosis and treatment of cancer and supporting the

development of targeted therapeutics and previously from December 2015 until June 2016, served as interim president and chief executive

officer of IDXG.

Stover was also on the board of directors of IDXG from August 2005 until November 2020, and was chairman of the

audit committee from August 2005 until December 2015.

From June 2016 to December 2016, Mr.

Stover was chairman of the audit committee

and a member of the board of directors of Viatar CTC Solutions, Inc.

From 2004 to 2008, he served as chief executive officer, president

and director of Antares Pharma, Inc., a publicly held specialty pharmaceutical company then listed on the American Stock Exchange.

addition to other relevant experience, Mr.

Stover was also formerly a partner with PricewaterhouseCoopers (then Coopers and Lybrand),

working in the bioscience industry division in Pennsylvania and New Jersey.

Stover received his B.A.

in Accounting from Lehigh University

and is a Certified Public Accountant.

We believe that Mr.

Stover is well-qualified to serve as a director of the Company based on Mr.

Stover’s experience holding senior leadership positions in the life sciences industry, and his specific experience and skills in

the areas of general operations, financial operations and administration.

McMillan — Bill McMillan was the initial driving force to start Profusa — he built the company road map, enlisted top

talent and secured seed funding.

As a co-inventor of Profusa’s biologically integrated sensor and optical reader, Bill McMillan

is a biotech pioneer whose career has spanned more than three decades in the development of next-generation diagnostic and medical device

technologies and products, the last 20 years as an entrepreneur.

He was the co-founder and Senior Vice President of Research and development

at Cepheid, Inc.

CPHD), a global leader in developing and commercializing easy-to-use molecular diagnostic products.

in Chemistry and an M.S.

in Microbiology from San Jose State University and later became a certified public health microbiologist

before moving to the medical technology industry.

director is related to any other director or executive officer of the Company or any of our subsidiaries, and, there are no arrangements

or understandings between a director and any other person pursuant to which such person was elected as director.

Classification

of Board of Directors

board of directors consists of five members, divided into three classes of directors that serve staggered three-year terms.

At each annual

meeting of stockholders, a class of directors is elected for a three-year term to succeed the same class whose term is then expiring.

As a result, only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for

the remainder of their respective three-year terms.

Our directors are divided among the three classes as follows:

Class I director is Lauren Chung, and her term will expire at the first annual meeting of

stockholders;

Class II directors are Jack Stover and Peter O’Rourke, and their terms will expire

at the second annual meeting of stockholders;

Class III directors are Ben Hwang and Rajesh Asarpota, and their terms will expire at the

third annual meeting of stockholders.

Hwang serves as both Chairman of the board and Chief Executive Officer, and Mr.

O’Rourke serves as the Lead Independent Director.

Our board believes that this strikes an appropriate balance between strong Company leadership with deep knowledge of our business through

a combined Chairman of the board and Chief Executive Officer role, and independent oversight through a Lead Independent Director position.

More specifically, our Board believes that the Lead Independent Director position helps maintain an appropriate level of independent

checks and balances, enables independent oversight of management and encourages objective oversight of management’s performance,

reinforcing the independence of the board as a whole and enhancing its overall effectiveness.

In the role of Lead Independent Director,

O’Rourke will (i) preside over Board meetings at which the Chairman of the board is not present, (ii) preside over executive

sessions of the independent directors, (iii) serve as a liaison between the independent directors and the Chairman of the board, (iv)

be authorized to call meetings of the independent directors, (v) lead the board in discussions concerning our Chief Executive Officer’s

performance and succession, (vi) consult with the Chairman of the board regarding meeting agendas and meeting schedules for the board,

(vii) be available for consultation and direct communication if requested by major stockholders and (viii) perform such other duties

as requested by the board.

the board has concluded that this leadership structure is appropriate for us at this time, the Nominating and Corporate Governance Committee

will be charged with periodically reviewing the board’s leadership structure.

With the committee’s support, the board will

continue to regularly evaluate its leadership structure and may exercise its discretion to make changes designed to ensure an appropriate

and effective framework of governance and accountability, taking into consideration the needs of our business and the long-term interests

of our stockholders.

director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation

Our certificate of incorporation and bylaws authorize only our board of directors to fill vacancies on the board of directors.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each

class will consist of one-third of the directors.

This classification of our board of directors may have the effect of delaying or preventing

changes in control.

of our Board of Directors

(4) of our five (5) directors are independent directors and our board consists of an independent audit committee, nominating committee

and compensation committee.

Jack Stover, Peter O’Rourke, Rajesh Asorpota, and Lauren Chung are “independent directors,”

as defined in Nasdaq listing standards and applicable SEC rules.

audit committee is responsible for, among other things:

● appointing,

compensating, retaining, evaluating, terminating and overseeing our independent registered

public accounting firm;

with our independent registered public accounting firm their independence from management;

with our independent registered public accounting firm, the scope and results of their audit;

all audit and permissible non-audit services to be performed by our independent registered

public accounting firm;

the financial reporting process and discussing with management and our independent registered

public accounting firm the annual financial statements that we file with the SEC;

our financial and accounting controls and compliance with legal and regulatory requirements;

our policies on risk assessment and risk management;

related person transactions;

● establishing

procedures for the confidential anonymous submission of concerns regarding questionable accounting,

internal controls or auditing matters.

audit committee consists of Lauren Chung (Chair), Rajesh Asarpota and Peter O’Rourke each of whom qualify as independent directors

according to the rules and regulations of the SEC and Nasdaq with respect to audit committee membership.

In addition, all of the audit

committee members meet the requirements for financial literacy under applicable SEC and Nasdaq rules and qualify as an “audit committee

financial expert,” as such term is defined in Item 407(d) of Regulation S-K.

Our Board has adopted a written charter for the audit

committee, which is be available on our website.

The reference to our website address in this Annual Report does not include or incorporate

by reference the information on our website into this Annual Report.

compensation committee is responsible for, among other things:

and approving the corporate goals and objectives, evaluating the performance of and reviewing

and approving, (either alone or, if directed by the board of directors, in conjunction with

a majority of the independent members of the board of directors) the compensation of our

Chief Executive Officer;

an evaluation of the performance of and reviewing and setting or making recommendations to

our board of directors regarding the compensation of our other executive officers;

and approving or making recommendations to our board of directors regarding our incentive

compensation and equity-based plans, policies and programs;

and approving all employment agreement and severance arrangements for our executive officers;

recommendations to our board of directors regarding the compensation of our directors;

and overseeing any compensation consultants.

compensation committee consists of Rajesh Asarpota (Chair), Lauren Chung, and Peter O’Rourke, each of whom qualify as independent

directors according to the rules and regulations of the SEC and Nasdaq with respect to compensation committee membership, including the

heightened independence standards for members of a compensation committee.

Our board adopted a written charter for the compensation committee,

which is available on our website.

The reference to our website address in this Annual Report does not include or incorporate by reference

the information on our website into this Annual Report.

nominating committee is responsible for, among other things:

● identifying

individuals qualified to become members of our board of directors, consistent with criteria

approved by our board of directors;

succession planning for our Chief Executive Officer and other executive officers;

● periodically

reviewing our board of directors’ leadership structure and recommending any proposed

changes to our board of directors;

an annual evaluation of the effectiveness of our board of directors and its committees;

and recommending to our board of directors a set of corporate governance guidelines.

nominating committee consists of Peter O’Rourke (Chair), Jack Stover and Lauren Chung, each of whom qualify as independent directors

according to the rules and regulations of the SEC and Nasdaq with respect to nominating committee membership.

Our board adopted a written

charter for the nominating committee, which is available on our website after adoption.

The reference to our website address in this

Annual Report does not include or incorporate by reference the information on our website into this Annual Report.

board of directors is responsible for overseeing our risk management process.

Our board of directors focuses on our general risk management

strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management.

committee is also responsible for discussing our policies with respect to risk assessment and risk management.

Our board of directors

believes its administration of its risk oversight function has not negatively affected our board of directors’ leadership structure.

board adopted a Code of Ethics applicable to our directors, executive officers and team members that complies with the rules and regulations

of Nasdaq and the SEC.

The Code of Ethics is available on our website.

In addition, we intends to post on the Corporate Governance section

of our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any

provision of the Code of Ethics.

The reference to our website address in this Annual Report does not include or incorporate by reference

the information on our website into this Annual Report.

Section 16(a) Reports

16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than 10% of

the Company’s common stock (collectively, “Reporting Persons”) to file with the SEC reports regarding their ownership

and changes in our ownership of our securities.

We believe that, during 2025, all Reporting Persons complied with all Section 16(a) filing

requirements.

EXECUTIVE COMPENSATION

have opted to comply with the executive compensation disclosure rules applicable to emerging growth companies, as we are an emerging

growth company.

The scaled down disclosure rules are those applicable to “smaller reporting companies,” as such term is defined

in the rules promulgated under the Securities Act.

Such rules require compensation disclosure for Profusa’s principal executive

officer and its two most highly compensated executive officers other than the principal executive officer whose total compensation for

2025 exceeded $100,000, who were serving as the Company’s executive officers as of December 31, 2025.

We refer to these individuals

as the Company’s “named executive officers.” For 2025, Ben Hwang, Chief Executive Officer and Chairman, and Fred Knechtel,

Chief Financial Officer were Profusa’s “named executive officers.”

of Named Executive Officers

salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered

in combination with the other components of the executive compensation program.

In general, Profusa provides a base salary level designed

to reflect the executive officer’s scope of responsibility and accountability.

While cash bonuses have been provided on a discretionary

basis in prior years, Dr.

Hwang and Mr.

Knechtel received a cash bonus for respective amounts as shown below in the summary compensation

table with respect to 2025.

Profusa maintains an equity compensation plan, during 2025, Dr.

Hwang and Mr.

Knechtel did not receive any equity awards with respect

to Profusa and, as of December 31, 2025, Dr.

Hwang and Mr.

Knechtel did not hold any outstanding equity awards with respect to Profusa.

Compensation Table

following table shows information regarding the compensation of Dr.

Hwang and Mr.

Knechtel, our named executive officers, for services

performed in the years ended December 31, 2025 and 2024.

and Principal Position

other compensation ($)

Ben Hwang, Chief

Executive Officer

Fred Knechtel, Chief Financial

Narrative Disclosure

generally executes an offer of employment before an executive joins Profusa.

This offer describes the basic terms of the executive’s

employment, including his or her start date, starting salary, annual incentive target (if any) and equity awards.

Profusa does not maintain

a general severance policy.

Hwang’s offer letter, dated January 1, 2013, provides that, upon a termination of employment

by Profusa without cause, Profusa will pay him six months’ base salary plus a pro-rata portion of any earned bonus payment (in

a lump sum payment), as well as pay his monthly COBRA premiums for up to six months, subject to Dr.

Hwang’s execution of a release

of claims in favor of Profusa.

maintains a qualified 401(k) savings plan which allows participants to defer a portion of their compensation to the 401(k) savings plan

on a before-tax and after-tax basis.

Profusa provides discretionary profit sharing contributions on behalf of its eligible participants.

Profusa did not make any profit sharing contributions in 2025.

historical director compensation program has consisted of equity awards.

However, in 2025, Profusa did not grant any equity awards to

its non-employee directors.

In 2026, we entered into a director’s agreement with each of our non-employee directors, and a total

of $110,000 was paid out for 2025 compensation.

See table below for summary of annual cash retainers for non-employee directors.

of December 31, 2025, the non-employee directors held outstanding options to purchase Profusa shares as follows:

Joan Braddi - 80,000

Knechtel and Dr.

Hwang, as Profusa’s Chief Financial Officer and Chief Executive Officer, respectively, did not receive

any additional compensation for their service on the Profusa board of directors.

Please see the Summary Compensation Table for the compensation

paid or awarded to Dr.

Hwang and Mr.

Knechtel in 2025.

Annual retainer

for nonemployee

Board of Directors:

Lead director

Audit Committee

The members of our audit committee

Johnson and Mr.

Chung serves as chair of the audit committee.

Under the Nasdaq listing standards

and applicable SEC rules, we are required to have at least three members on the audit committee.

The rules of Nasdaq and Rule 10A-3 of

the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

O’Rourke qualify as independent directors under applicable rules.

Each member of the audit committee is financially literate

and our board of directors has determined that Dr.

Chung qualifies as an “audit committee financial expert” as defined in

applicable SEC rules.

We have adopted an audit committee

charter, which details the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent registered accounting firm and any other

independent registered public accounting firm engaged by us;

● pre-approving

all audit and non-audit services to be provided by the independent registered accounting firm or any other registered public accounting

firm engaged by us, and establishing pre-approval policies and procedures;

and discussing with the independent registered accounting firm all relationships the auditors have with us in order to evaluate their

continued independence;

clear hiring policies for employees or former employees of the independent registered accounting firm;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent registered accounting firm describing (i) the independent registered

accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control

review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the

preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior

to us entering into such transaction;

with management, the independent registered accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance

matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise

material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules

promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

The members of our Compensation

Committee are Mr.

Chung, and Mr.

Johnson serves as chair of the compensation committee.

Under the Nasdaq

listing standards and applicable SEC rules, we are required to have at least two members on the compensation committee, all of whom must

be independent.

We have adopted a compensation

committee charter, which details the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating

our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer’s based on such evaluation;

and approving the compensation of all of our other executive officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides

that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or

other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee

will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Corporate Governance Committee

The members of our nominating

and corporate governance are Dr.

O’Rourke and Mr.

Chung serves as chair of the nominating and corporate

Nominating and Corporate

Governance Committee

The primary purposes of our

nominating and corporate governance committee will be to assist the board in:

● identifying,

screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination

for election at the annual meeting of stockholders or to fill vacancies on the board of directors;

● developing,

recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

● coordinating

and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance

of the company;

on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The nominating and corporate

governance committee is governed by a charter that complies with the rules of Nasdaq.

Director Nominations

Our nominating and corporate

governance committee will recommend to the board of directors candidates for nomination for election at the annual meeting of the stockholders.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they

are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of

stockholders).

We have not formally established

any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying

and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge

of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination

to our board of directors.

Code of Ethics

We have adopted a Code of

Ethics applicable to our directors, officers and employees.

We have filed a copy of our form of Code of Ethics and our audit committee

charter as exhibits to the registration statement we filed in connection with our initial public offering.

You are able to review these

documents by accessing our public filings at the SEC’s website at www.sec.gov .

In addition, a copy of the Code of Ethics

will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our

Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Each of our officers and directors

presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which

such officer or director is or will be required to present a business combination opportunity to such entity.

Accordingly, if any of our

officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current

fiduciary or contractual obligations, he or she will honor these fiduciary obligations under applicable law.

We do not believe, however,

that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business

Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity

offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director

or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable

for us to pursue.

Potential investors should

also be aware of the following other potential conflicts of interest:

of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest

in allocating his or her time among various business activities.

sponsor, executive officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public

shares they hold in connection with the consummation of our initial business combination.

Additionally, our sponsor, executive officers

and directors have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our 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 we do not complete our initial business combination within such applicable time period,

the proceeds of the sale of the private placement warrants will be used to fund the redemption of our public shares, and the private

placement warrants will expire worthless.

With certain limited exceptions, the founder shares will not be transferable, assignable or

salable by our initial stockholders until the earlier of (1) one year after the completion of our initial business combination and (2)

the date on which we consummate a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after our

initial business combination that results in all of our stockholders having the right to exchange their shares of common stock for cash,

securities or other property.

Notwithstanding the foregoing, if the last sale price of our 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 our initial business combination, the founder shares will be released from

With certain limited exceptions, the private placement warrants and the securities underlying such warrants will not be

transferable, assignable or salable by our initial stockholders until 30 days after the completion of our initial business combination.

Since our initial stockholders and officers and directors may directly or indirectly own common stock and warrants following our initial

public offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an

appropriate business with which to effectuate our initial business combination.

officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our

initial business combination.

initial stockholders, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing

arrangements as we may obtain loans from our initial stockholders or an affiliate of our initial stockholders or any of our officers

or directors to finance transaction costs in connection with an intended initial business combination.

Up to $1,500,000 of such loans

may be, at the option of the lender, convertible into placement warrants at a price of $1.00 per warrant.

Such units would be identical

to the private placement warrants, including as to exercise price, exercisability and exercise period.

initial stockholders, officers and directors may be owed reimbursement for expenses incurred in connection with certain activities on

our behalf which would only be repaid if we complete an initial business combination.

officers and directors may be paid consulting, finder or success fees for assisting us in consummating our initial business combination.

The conflicts described above

may not be resolved in our favor.

In general, officers and directors

of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

We are not prohibited from

pursuing an initial business combination with a company that is affiliated with our initial stockholders, officers or directors.

event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain

an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that such an

initial business combination is fair to our company from a financial point of view.

In the event that we submit

our initial business combination to our public stockholders for a vote, our sponsor, executive officers, and directors have agreed to

vote their founder shares and any public shares purchased in or after our initial public offering in favor of our initial business combination.

The following table summarizes

the relevant pre-existing fiduciary or contractual obligations of our officers and directors:

Position at affiliated entity

Onconova Therapeutics, Inc.

Fred Knechtel

Peter O’Rourke

Managing Partner

AXIM Biotechnologies

Johnson Global Ventures LLC

Advantage Capital Partners

MINLEIGH, LLC

Todos Medical Ltd.

Limitation on Liability and Indemnification

of Officers and Directors

Our amended and restated certificate

of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law,

as it now exists or may in the future be amended.

In addition, our amended and restated certificate of incorporation provides that our

directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, except to the extent

such exemption from liability or limitation thereof is not permitted by the DGCL.

We entered into agreements

with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended

and restated certificate of incorporation.

Our bylaws also permit us to maintain insurance on behalf of any officer, director or employee

for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.

We have obtained

a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense,

settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage

stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions also may have the effect

of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise

benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs

of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions,

the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented

and experienced officers and directors.

EXECUTIVE COMPENSATION

Executive Officer and Director Compensation

None of our executive officers

or directors have received any cash compensation for services rendered to us.

Until the earlier of consummation of our initial business

combination and our liquidation, beginning on the closing date of our initial public offering, we had agreed to pay an affiliate of one

of our officers 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.

Our executive officers and directors, or any of their respective

affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying

potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly

basis all payments that were made to our sponsor, officers, directors or their affiliates.

After the completion of our

initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other

fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer

materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination.

It is unlikely

the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible

for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will be determined

by a compensation committee constituted solely by independent directors.

We do not intend to take any

action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination,

although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to

remain with us after the initial business combination.

The existence or terms of any such employment or consulting arrangements to retain

their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe

that the ability of our management to remain with us after the consummation of our initial business combination will be a determining

factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our executive officers

and directors that provide for benefits upon termination of employment.

Compensation Committee Interlocks and Insider Participation

None of our executive officers

currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that

has one or more executive officers serving on our board of directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table shows the beneficial ownership of NorthView Common

Stock as of March 28, 2025 by:

● each person known by NorthView to beneficially own more than

5% of the outstanding NorthView Common Stock;

● each of NorthView’s named executive officers and directors;

● all of NorthView’s executive officers and directors

Unless otherwise indicated, NorthView believes that all persons named

in the table have sole voting and investment power with respect to all shares beneficially owned by them.

Except as otherwise noted herein,

the number and percentage of NorthView Common Stock beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act,

and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under such rule, beneficial ownership

includes any Profusa Common Stock as to which the holder has sole or shared voting power or investment power and also any NorthView Common

Stock which the holder has the right to acquire within 60 days of March 21, 2025 through the exercise of any option, conversion or

any other right.

As of March 28, 2025, there were 5,348,311 shares of NorthView Common

Stock outstanding.

Percentage of

of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the

price of our Common Stock, and do not time the public release of such information based on award grant dates.

During the last completed

fiscal year, we have not made awards to any named executive officer or director during the period beginning four business days before

and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report

on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive

compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth information, as of April 14, 2026, regarding beneficial ownership of our common stock by:

of our directors;

of our named executive officers;

directors and executive officers as a group;

person, or group of affiliated persons, known by us to beneficially own more than five percent

of our shares of common stock.

ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security

if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants and certain other

derivative securities that are currently exercisable or will become exercisable within 60 days.

percentage of beneficial ownership is based on 4,410,268 shares of Common Stock issued and outstanding as of April 14, 2026.

accordance with SEC rules, shares of our Common Stock which may be acquired upon exercise of stock options or warrants which are currently

exercisable or which become exercisable within 60 days of the date hereof are deemed beneficially owned by the holders of such options

and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated

as outstanding for the purpose of computing the percentage of ownership of any other person.

otherwise indicated, the business address of each of the entities, directors and executives in this table is 626 Bancroft Way, Suite

A, Berkeley, CA 94710.

Unless otherwise indicated and subject to community property laws and similar laws, the Company believes that

all parties named in the table below have sole voting and investment power with respect to all shares of Common Stock beneficially owned

Ownership Table

Name of Beneficial Owner

Executive Officers and Directors:

Jack Stover (3)(2)

Officers and Directors:

Ben Hwang, Ph.D.

Fred Knechtel

Rajesh Asarpota

Peter O’Rourke

Ed Johnson (4)

Lauren Chung (4)

All directors and executive officers as a group (five individuals)

Five Percent or More Holders:

NorthView Sponsor I, LLC (3)(2)

* Represents less than 1%

(1) Unless otherwise noted, the business address of each of the

following entities or individuals 207 West 25 th St, 9 th Floor, New York, NY 10001.

(2) Interests shown consist solely of founder shares.

(3) Shares are held by NorthView Sponsor I, LLC, a limited

liability company, of which Messrs.

Stover and Knechtel are the managers.

Members of this limited liability company include certain officers

and directors of the company.

Stover and Knechtel disclaim beneficial ownership of the reported shares other than to the extent

of their ultimate pecuniary interest therein.

not include any securities held by NorthView Sponsor I, LLC, a limited liability company, of which each person is a direct or indirect

Each such person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

In April 2021, our sponsor

purchased 5,175,000 founder shares for an aggregate purchase price of $25,000.

In October 2021, our sponsor forfeited 862,500 founder

On December 20, 2021, we effected a 1.1- for-1 stock dividend of our common stock, resulting in an aggregate of 4,743,750 founder

shares (up to 618,750 of which are subject to forfeiture).

Our sponsor purchased an aggregate

of 5,162,500 private placement warrants, each exercisable to purchase one share of common stock at $11.50 per share, at a price of $1.00

per warrant ($5,162,500 in the aggregate), in a private placement that closed simultaneously with the closing of our initial public offering.

The private placement warrants (including the shares of common stock issuable upon exercise of the private placement warrants) may not,

subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination.

If any of our officers or

directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she

has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such

entity prior to presenting such business combination opportunity to us.

Our executive officers and directors currently have certain relevant

fiduciary duties or contractual obligations that may take priority over their duties to us.

We entered into an Administrative

Services Agreement pursuant to which we pay NorthView Sponsor I, LLC, an affiliate of one of our officers, a total of $5,000 per month

for office space, utilities, secretarial support and other administrative and consulting services.

Upon completion of our initial business

combination or our liquidation, we will cease paying these monthly fees.

Accordingly, in the event the consummation of our initial business

combination takes the maximum 21 months, NorthView Sponsor I, LLC will be paid a total of $105,000 ($5,000 per month) for office space,

utilities, secretarial support and other administrative and consulting services and will be entitled to be reimbursed for any out-of-pocket

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

Our sponsor, executive officers

and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates

and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement

of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Prior to the closing of our

initial public offering, our sponsor loaned us $204,841 to be used for a portion of the expenses of our initial public offering.

loans were non-interest bearing, unsecured and were repaid on the closing of our initial public offering.

In addition, in order to finance

transaction costs in connection with an intended initial business combination, our initial stockholders or an affiliate of our initial

stockholders or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete

an initial business combination, we would repay such loaned amounts.

In the event that the initial business combination does not close,

we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust

account would be used for such repayment.

Up to $1,500,000 of such loans may be, at the option of the lender, convertible 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.

The terms of such loans, if any, have not been determined and no written

agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our initial stockholders or an affiliate

of our initial stockholders or certain officers and directors as we do not believe third parties will be willing to loan such funds and

provide a waiver against any and all rights to seek access to funds in our trust account.

We may pay consulting, finder

or success fees to our initial stockholders, officers, directors or their affiliates for assisting us in consummating our initial business

Other than these consulting, finder or success fees, no compensation of any kind will be paid by us to our initial stockholders,

executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion

of an initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection

with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our initial stockholders, officers, directors or our

or their affiliates.

After our initial business

combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company

with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation

materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation will be known at the time of distribution

of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable,

as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

We entered into a registration

rights agreement with respect to the founder shares and private placement warrants (and underlying securities).

Policy for Approval of Related Party Transactions

The audit committee of our

board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related

party transactions.” Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each

related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings

with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction

contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction

to be in the best interests of the company and its stockholders and (v) the effect that the transaction may have on a director’s

status as an independent member of the board and on his or her eligibility to serve on the board’s committees.

Management will present

to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto.

the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance

with the guidelines set forth in the policy.

The policy will not permit any director or executive officer to participate in the discussion

of, or decision concerning, a related person transaction in which he or she is the related party.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

During the years ended December

31, 2024 and 2023, fees for our independent registered public accounting firm were approximately $191,946 and $108,148 for the services

Marcum performed in connection with the audit of our December 31, 2024 and 2023 consolidated financial statements included in this Annual

Report on Form 10K.

All directors and executive

officers as a group (six individuals) (1)

beneficial ownership of less than 1% of the outstanding common stock.

2,494 shares held by Samantha Chiu, the spouse of Ben Hwang, Ph.D.

Compensation Plans

following table discloses the number of outstanding options, warrants and rights granted to participants by the Company under its equity

compensation plans, as well as the number of securities remaining available for future issuance under these plans as of December 31,

The table provides this information separately for equity compensation plans that have and have not been approved by security holders.

Additional information regarding stock incentive plans is presented within Note 9 and Note 10 of the Company’s audited consolidated

financial statements included in Item 8 of this Annual Report.

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

compensation plans approved by security holders

compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Convertible Note

June 2023, Profusa entered into a short-term loan agreement with Tasly, a shareholder of Profusa, which it may borrow up to $1.6 million,

of which $1.0 million was borrowed on June 26, 2023, and the remainder was available to be borrowed by August 31, 2023.

The loan bears

interest at a rate of 12% per annum and matured on December 31, 2023, subject to the parties’ decision to extend.

Upon occurrence

of certain events of default by Profusa, 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 Tasly Convertible Note into senior unsecured promissory

notes on substantially the same terms as the outstanding Senior Notes as of December 31, 2025.

In the event Profusa fails to repay

the Tasly Convertible Note, the lender will have an option to convert the entire outstanding balance and accrued but unpaid interest

under the Tasly Convertible Note into either (i) senior unsecured promissory notes on substantially the same terms as the outstanding

Senior Notes as of December 31, 2025, or (ii) the Common Stock at a conversion price of $144 per share.

elected to apply the fair value option to account for the Tasly Convertible Note.

Accordingly, no features of the Tasly Convertible Note

are bifurcated and separately accounted for.

The fair value of the Tasly Convertible Note was $1.6 million at issuance and $2.3 million

as of December 31, 2025.

Accrued stated interest on the Tasly Convertible Note was $0.4 million for the year ended December 31,

Grants to Executive Officers and Directors

has granted stock options to its executive officers and certain directors, as more fully described in Item 11.

and Executive Officer Compensation

see Item 11 for information regarding the compensation of Profusa’s executive officers and directors.

has entered into severance arrangements with certain of its executive officers.

For more information regarding these agreements, see

Indemnification

entered into new indemnification agreements with each of our directors and executive officers that are not already party to indemnification

The indemnification agreements, our amended and restated certificate of incorporation and our amended and restated bylaws

require us to indemnify our directors to the fullest extent not prohibited by Delaware law.

Subject to certain limitations, our amended

and restated bylaws also require us to advance expenses incurred by our directors and officers.

Related Party Transactions Pre-Business Combination

April 27, 2023, the Company signed a Convertible Working Capital Promissory Note (“the Note”) with the Sponsor for $1.2 million.

The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation.

Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $75 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 Common Stock at a price of $166.50 per share at the election of the Sponsor.

2024, the Company’s board of directors approved and the Company entered into a second amendment of the 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 Common Stock at a price of $166.50 per share at the election of the

As of December 31, 2025, the Company had principal outstanding of $1.9 million and is presenting the Note at fair value

on its balance sheet at December 31, 2025 in the amount of $1.9 million.

As of December 31, 2025, this note was due on July 11,

2025, and on March 20, 2026, we amended the Note to extend the maturity date to December 31, 2026.

In addition, on April 6, 2026, the

Company amended the Note to update the conversion price to $0.76 per share and concurrently approved the conversion of the entire outstanding

principal balance of $1.9 million into 2,460,257 shares of its common stock to the holders.

for Approval of Related Party Transactions

“related party transaction” is any actual or proposed transaction, arrangement or relationship or series of similar transactions,

arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries

were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the

lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two completed fiscal years and

in which any related party had or will have a direct or indirect material interest.

A “related party” includes:

person who is, or at any time during the applicable period was, one of our executive officers

or one of our directors;

person who beneficially owns more than 5% of our Common Stock;

immediate family member of any of the foregoing;

entity in which any of the foregoing is a partner or principal or in a similar position or

in which such person has a 10% or greater beneficial ownership interest.

audit committee is responsible for reviewing and approving in advance any related party transactions.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Billed to the Company in fiscal years 2025 and 2024

Marcum LLP (“Marcum”) served as our independent registered

public accounting firm for the year ended December 31, 2024.

On November 1, 2024, CBIZ CPAs P.C.

(“CBIZ”) acquired the attestation

business of Marcum LLP (“Marcum”).

On April 30, 2025, Marcum resigned as our independent registered public accounting firm,

and on the same day, with the approval of our audit committee, we engaged CBIZ as our independent registered public accounting firm for

the year ending December 31, 2025.

following table summarizes the fees for professional services rendered by CBIZ and Marcum (collectively, “Auditors”), which

have been the Company’s independent registered public accounting firm for the years ended December 31, 2025 and 2024, respectively.

Year ended December 31,

Audit fees (1)

Audit related fees (2)

During the years ended

December 31, 2024 and 2023, fees for our independent registered public accounting firm were approximately $62,335 and $102,604 for the

services Marcum performed in connection with any audit-related services.

During the years ended December 31, 2024 and 2023, our independent registered public accounting firm did not render services

to us for tax compliance, tax advice and tax planning.

During the years ended December 31, 2024 and 2023, there were no fees billed for products and services provided by our

independent registered public accounting firm other than those set forth above.

audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board

of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve

all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to

the completion of the audit).

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference

can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at www.sec.gov.

EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENTS

filed as part of this Report

All other fees (4)

(1) Audit fees represent fees for professional services provided

in connection with the audit of our annual financial statements and the review of our quarterly financial statements and those services

normally provided in connection with statutory or regulatory filings or engagements including comfort letters, consents and other services

related to SEC matters.

This information is presented as of the latest practicable date for this annual report.

(2) Audit-related fees represent fees for assurance and related

services that are reasonably related to the performance of the audit or review of our financial statements and not reported above under

“Audit Fees.”

(3) During the years ended December 31, 2025 and 2024, our independent

registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.

other fees include fees billed by our independent auditors for products or services other than as described in the immediately preceding

three categories.

No such fees were incurred during the fiscal years ended December 31, 2025 or 2024.

Committee Audit and Non-Audit Services Pre-approval Policy

audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed

by our independent registered public accounting firm.

This policy provides that we will not engage our independent registered public

accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee or

the engagement is entered into pursuant to the pre-approval procedure described below.

time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent

registered public accounting firm during the next 12 months.

Any such pre-approval details the particular service or type of services

to be provided and is also generally subject to a maximum dollar amount.

During our 2025 and 2024 fiscal years, no services were provided

to us by CBIZ or Marcum other than in accordance with the pre-approval policies and procedures described above.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

following documents are filed as part of this Form 10-K:

(1) Consolidated

Financial Statements:

The financial statements and notes thereto

which are attached hereto have been included by reference into Item 8 of this part of the annual report on Form 10-K.

See the Index to

Consolidated Financial Statements.

Financial Statement Schedules

All schedules are omitted because they

are inapplicable or not required or the required information is shown in the financial statements or notes thereto.

Merger Agreement and Plan of Reorganization, dated as of November 7, 2022, by and among NorthView, NV Profusa Merger Sub, Inc.

and Profusa, Inc.

(incorporated by reference to exhibit 2.1 of the Current Report on Form 8-K, filed November 10, 2022)

Amendment No.

1 to Merger Agreement, dated September 12, 2023, by and among NorthView, Profusa and Merger Sub (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K, filed September 13, 2023)

Amendment No.

2 to Merger Agreement, dated January 12, 2024, by and among NorthView, Profusa and Merger Sub (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K, filed January 22, 2024)

Amendment No.

3 to Merger Agreement, dated March 4, 2024, by and among NorthView, Profusa and Merger Sub (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K, filed March 14, 2024)

Amendment No.

4 to Merger Agreement, dated February 11, 2025, by and among NorthView, Profusa and Merger Sub (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed February 19, 2025)

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed December 23, 2021)

Amendment to the Amended and Restated Certificate of Incorporation of NorthView Acquisition Corp., dated March 10, 2023 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on March 13, 2023)

Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on December 28, 2023)

Bylaws (incorporated by reference to exhibit 3.3 of the Form S-1 file no 333-257156)

Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on March 26, 2024)

Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on September 23, 2024)

Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on March 26, 2025)

Warrant Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to exhibit 4.2 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

Rights Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to exhibit 4.1 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

Description of Registrant’s Securities (incorporated by reference to exhibit 4.3 of the Annual Report on Form 10-K, filed with the SEC on March 6, 2023)

Letter Agreement, dated December 20, 2021, by and among the Company, NorthView Sponsor I, LLC and each of the officers and directors of the Company (incorporated by reference to exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

Investment Management Trust Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to exhibit 10.2 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

Form of Amendment to the Investment Management Trust Agreement, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on March 13, 2023)

of Independent Registered Public Accounting Firm (CBIZ CPAs P.C., PCAOB ID No.

of Independent Registered Public Accounting Firm (Marcum LLP, PCAOB ID No.

Financial Statements:

Balance Sheets

Statements of Operations

Statements of Convertible Preferred Stock and Stockholders’ Deficit

Statements of Cash Flows

to Consolidated Financial Statements

(2) Financial

Statement Schedules:

statement schedules have been omitted in this report because they are not applicable, not required under the instructions, or the information

requested is set forth in the consolidated financial statements or related notes thereto.

(3) Exhibits:

See “Index to Exhibits” for a description of our exhibits.

Agreement and Plan of Reorganization, dated as of November 7, 2022, by and among the Company, Legacy Profusa and Merger Sub (incorporated

by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed on November 10, 2022).

1 to Merger Agreement, dated September 12, 2023 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K,

filed on September 13, 2023)

2 to Merger Agreement, dated January 12, 2024 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, filed

on January 22, 2024).

3 to Merger Agreement, dated March 4, 2024 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, filed

on March 14, 2024).

4 to Merger Agreement, dated February 11, 2025 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed

on February 19, 2025).

5 to Merger Agreement, dated April 2, 2025 (incorporated by reference to Exhibit 2.6 to the Registration Statement on Form S-4

filed on May 13, 2025).

and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed December

to the Amended and Restated Certificate of Incorporation of NorthView Acquisition Corp., dated March 10, 2023 (incorporated by reference

to Exhibit 3.1 of the Current Report on Form 8-K filed on March 13, 2023).

and Restated Certificate of Incorporation (incorporated by reference to Annex B to the Registration Statement on Form S-4 filed on

May 13, 2025)

to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form

8-K filed on October 21, 2025).

of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report

on Form 8-K filed on February 5, 2026).

and Restated Bylaws (incorporated by reference to Annex E to the Registration Statement on Form S-4 filed on May 13, 2025).

of Commitment Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on July 28, 2025).

Equity and Incentive Plan (incorporated by reference to Annex C to the Registration Statement on Form S-4 filed on May 13, 2025).

Term Sheet for APAC Joint Venture, between Legacy Profusa, Carbis Bay Limited, BC Sensor Limited and Tasly (International) Healthcare

Capital Company Limited (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4 filed on May 13, 2025)

of Securities Purchase Agreement, dated February 11, 2025, between the Company and Ascent Partners Fund LLC (incorporated by reference

to Exhibit 10.9 to the Registration Statement on Form S-4 filed on May 13, 2025).

1, dated August 25, 2025, to the Securities Purchase Agreement, dated February 11, 2025, between the Company and Ascent Partners

Fund LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 26, 2025).

3, dated December 29, 2025, to the Securities Purchase Agreement, dated February 11, 2025, between the Company and Ascent Partners

Fund LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 30, 2025).

Amendment No.

1 to Investment Management Trust Agreement, dated December 20, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on January 9, 2024)

Registration Rights Agreement among the Registrant and certain security holders (incorporated by reference to exhibit 10.3 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

Form of Indemnity Agreement (incorporated by reference to exhibit 10.7 of the Form S-1 file no.

Form of Administrative Services Agreement, by and between the Company and NorthView Sponsor I, LLC (incorporated by reference to exhibit 10.8 of the Form S-1 file no.

Business Combination Marketing Agreement dated December 20, 2021 between the Registrant and I-Bankers Securities, Inc.

(incorporated by reference to exhibit 1.2 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

Form of Stockholder Support Agreement (incorporated by reference to exhibit 10.1 of the Current Report on Form 8-K, filed November 10, 2022).

Sponsor Support Agreement (incorporated by reference to exhibit 10.2 of the Current Report on Form 8-K, filed November 10, 2022).

Form of Lock-Up Agreement (incorporated by reference to exhibit 10.3 of the Current Report on Form 8-K, filed November 10, 2022).

Form of Amended and Restated Registration Rights Agreement (incorporated by reference to exhibit 10.4 of the Current Report on Form 8-K, filed November 10, 2022)

Omnibus Amendment to I-Bankers Fee Agreements (incorporated by reference to exhibit 10.5 of the Current Report on Form 8-K, filed November 10, 2022)

Code of Ethics (incorporated by reference to exhibit 14 of the Form S-1 file no.

Insider Trading Policy of the Company

Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes- Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to Section 18 U.S.C.

4, dated as of April 2, 2026, to the Securities Purchase Agreement, dated as of February 11, 2025, and the Pledge Agreement, dated as of July 11, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 6, 2026).

Convertible Promissory Note Purchase Agreement (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form

S-4 filed on May 13, 2025).

Secured Convertible Promissory Note (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on July 18,

of Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4

filed on May 13, 2025).

1, dated August 25, 2025, to the Senior Secured Convertible Promissory Note issued by the Company on February 11, 2025, for the

benefit of Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August

of Amended Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K

filed on August 26, 2025).

2, dated December 22, 2025, to the Senior Secured Convertible Promissory Note issued by the Company on February 11, 2025, for

the benefit of Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December

Agreement between Legacy Profusa and Tasly, dated June 15, 2023 (incorporated by reference to Exhibit 10.12 to the Registration Statement

on Form S-4 filed on May 13, 2025).

1 to Loan Agreement between Legacy Profusa and Tasly (incorporated by reference to Exhibit 10.14 to the Registration Statement

on Form S-4 filed on May 13, 2025).

Jackson Foundation Subaward Agreement to Profusa (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form

S-4 filed on May 13, 2025).

of APAC Joint Venture License Agreement (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-4 filed

on May 13, 2025).

of Shareholders Agreement for APAC Joint Venture (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form

S-4 filed on May 13, 2025).

of Share Purchase Agreement for APAC Joint Venture (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form

S-4 filed on May 13, 2025).

Agreement, dated as of July 11, 2025, between the Company and the PIPE Investors (incorporated by reference to Exhibit 10.9 to the

Current Report on Form 8-K filed on July 18, 2025).

dated as of July 11, 2025, between the Company, Legacy Profusa, and its subsidiaries (incorporated by reference to Exhibit 10.10

to the Current Report on Form 8-K filed on July 18, 2025).

Purchase Agreement, dated as of July 28, 2025 between the Company and Ascent Partners Fund LLC (incorporated by reference to Exhibit

10.1 to the Current Report on Form 8-K filed on July 28, 2025).

1, dated December 22, 2025, to the Securities Purchase Agreement dated July 28, 2025, between the Company and Ascent Partners

Fund LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 23, 2025).

Rights Agreement dated as of July 28, 2025 between the Company and Ascent Partners Fund LLC (incorporated by reference to Exhibit

10.2 to the Current Report on Form 8-K filed on July 28, 2025).

of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on November 10, 2022).

License Agreement between Mayo Foundation for Medical Education and Research and the Company, dated as of February 11, 2026 (incorporated

by reference to Exhibit 10.27 to the Registration Statement on Form S-1 filed on February 13, 2026).

Amended and Restated Promissory Note, issued by the Company on May 31, 2024 to NorthView Sponsor I LLC.

dated March 20, 2026, to Amended and Restated Promissory Note, issued by the Company on May 31, 2024 to NorthView Sponsor I LLC (incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 26, 2026)

Senior Secured Convertible Promissory Note, dated April 2, 2026, issued to Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 6, 2026)

Trading Policy.

of Subsidiaries.

13a-14(a) Certification of Principal Executive Officer.

13a-14(a) Certification of Principal Financial Officer.

Certification

of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Section 18 U.S.C.

Certification

of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Executive Incentive Clawback Policy (incorporated by reference to exhibit 97.1 of Form 10-K, filed February 26, 2024)

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101).

of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2).

The Registrant agrees

to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101).

Filed herewith.

Furnished herewith

Management contract or

compensatory plan, contract or arrangement.

Portions of the exhibit

have been excluded because it is both not material and is the type of information that the registrant treats as private or confidential.

FORM 10-K SUMMARY

ACQUISITION CORP.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report

to be signed on its behalf by the undersigned, thereunto duly authorized.

of the Board and Chief Executive Officer (Principal Executive Officer)

April 15, 2026

to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Director and Chief Executive Officer

April 15, 2026

(Principal Executive Officer)

/s/ Fred Knechtel

Chief Financial Officer

April 15, 2026

Fred Knechtel

(Principal Financial and Accounting Officer)

April 15, 2026

Peter O’ Rourke

April 15, 2026

/s/ Jack Stover

April 15, 2026

Rajesh Asorpota

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID # 688 ) F-2

Profusa, Inc.

Consolidated Financial Statements as of and for the years ended December 31, 2025 and 2024

Report of Independent Registered Public Accounting Firm (CBIZ CPAs P.C., PCAOB ID No.

Report of Independent Registered Public Accounting Firm (Marcum LLP, PCAOB ID No.

Consolidated Financial Statements:

1 unchanged sentence

Consolidated Statements of Operations F-5

Consolidated Statements of Changes in Stockholders’ Deficit F-5

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit F-6

Consolidated Statements of Cash Flows F-7

Notes to Consolidated Financial Statements F-7 to F-23

Notes to Consolidated Financial Statements F-8

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Northview Acquisition Corporation

Profusa, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Northview Acquisition Corporation (the “Company”) as of December 31, 2024 and 2023, the related consolidated

statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period ended December

31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its

operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles

generally accepted in the United States of America.

balance sheet of Profusa, Inc.

(the “Company”) as of December 31, 2025, the related consolidated statements

of operations, convertible preferred stock and stockholders’ deficit and cash flows for the year ended December 31, 2025, and the

related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audit, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of

its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in

the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1, the Company has a significant

working capital deficit, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these

matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor

since 2021 (such date takes into account the acquisition of the attest business of Marcum llp

by CBIZ CPAs P.C.

effective November 1, 2024).

San Francisco, CA

April 15, 2026

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of

Profusa, Inc.

Opinion on the Financial Statements

We have audited

the accompanying c onsolidated balance sheet of Profusa, Inc.

(the “Company”) as of December

31, 2024, the related consolidated statements of operations , convertible preferred stock and stockholders’

deficit and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with

accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As described in Note 1 to the financial statements, the Company is

a Special Purpose Acquisition Corporation that 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 on or before June 22, 2025.

The Company entered

into a definitive business combination agreement with a business combination target on November 7, 2022;

however, the completion of this

transaction is subject to the approval of the Company’s stockholders among other conditions.

There is no assurance that the Company

will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations,

and complete the transaction prior to June 22, 2025, if at all.

The Company also has no approved plan in place to extend the business

combination deadline and fund operations for any period of time after June 22, 2025, in the event that it is unable to complete a business

combination by that date.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

plans with regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that may be necessary

should the Company be unable to continue as a going concern.

As more fully described in Note 1, the Company has a significant

working capital deficit, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these

matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this

Basis for Opinion

1 unchanged sentence

of the Company’s management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are

2 unchanged sentences

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

1 unchanged sentence

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

1 unchanged sentence

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

1 unchanged sentence

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2021.

March 28, 2025

ACQUISITION CORPORATION

BALANCE SHEETS

We have served as the Company’s auditor

from 2021 through 2025.

San Francisco, CA

April 3, 2025, except for the effect of the reverse recapitalization, as to which the date is January 28, 2026, and effects of the reverse

stock split, as to which date is February 13, 2026.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

expenses and other current assets

current assets

Prepaid expenses and other current assets

Prepaid income taxes

Cash and marketable securities held in Trust Account

Total Current Assets

Cash and marketable securities held in Trust Account

Liabilities, Redeemable Common Stock and Stockholders’ Deficit

offering costs

and equipment, net

non-current assets

and Stockholders’ Deficit

expenses and other current liabilities

to related party

Convertible notes payable (including notes payable to related parties of $ 4,160 and $ 25,056 as of December 31, 2025 and 2024, respectively)

Promissory notes and other (including notes payable to related parties of $ 400 and $ 850 as of December 31, 2025 and 2024, respectively)

current liabilities

Accounts payable and accrued expenses

Advance from Profusa

Excise tax payable

Common stock to be redeemed (1)

Income tax payable

Convertible promissory note – related party

Due to related party

Total Current Liabilities

Deferred tax liability

Warrant liabilities

Total Liabilities

Commitments and Contingencies (Note 6)

Common stock subject to possible redemption, 687,519 and 833,469 shares at redemption value of approximately $ 12.13 and $ 11.10 at December 31, 2024 and 2023, respectively

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 December 31, 2024 and 2023 (excluding 687,519 and 833,469 shares subject to possible redemption at December 31, 2024 and 2023, respectively)

Accumulated deficit

( 12,957,266 )

( 3,459,829 )

Total Stockholders’ Deficit

( 12,956,747 )

( 3,459,310 )

Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit

connection with the special meeting of stockholders to vote on extending the Combination Period, on December 21, 2023, 140,663 shares

of the Company’s common stock were redeemed at a per share price of $11.13.

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 has 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 consolidated balance

accompanying notes are an integral part of the consolidated financial statements

ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

For the Year Ended

Formation and operating costs

Loss from operations

( 1,351,038 )

( 1,508,683 )

Other income (expense):

Interest income earned on investments held in trust account

Change in fair value of convertible note

( 7,165,953 )

Change in fair value of warrant liabilities

Total other (expense) income, net

( 7,280,068 )

(Loss) income before provision for income tax

( 8,631,106 )

Income tax provision

Net (loss) income

$ ( 8,711,619 )

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

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

Basic and diluted weighted average shares outstanding, common stock

Basic and diluted net (loss) income per share, common stock

accompanying notes are an integral part of the consolidated financial statements.

ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

liabilities at fair value

payable at fair value

and contingencies (Note 7)

Preferred Stock:

Series A convertible preferred stock:

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

convertible preferred stock

Stockholders’

Balance as of December 31, 2022

$ ( 619,995 )

$ ( 619,476 )

Accretion of common stock to redemption value

( 2,137,638 )

Excise tax payable attributable to redemption of common stock

( 1,864,106 )

Balance as of December 31, 2023

$ ( 3,459,829 )

$ ( 3,459,310 )

Undesignated preferred stock:

$ 0.0001 par value – 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2025 and 2024

Common stock:

$ 0.0001 par value – 600,000,000 authorized shares at December 31, 2025 and 2024, and 1,232,052 and 25,844 shares issued and outstanding at December 31, 2025 and 2024, respectively

paid-in capital

stockholders’ deficit

liabilities and stockholders’ deficit

accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Ended December 31,

grant revenue

and development

and administrative

operating expenses

from operations

income (expenses)

Loss on change in the fair value of convertible notes (1)

on the change in fair value of warrant liabilities

on the change in fair value of digital assets

Interest expense (including related parties amounts of $ 1,330 and $ 2,400 for the years ended December 31, 2025 and 2024, respectively)

other expense, net

loss per share, basic and diluted

Weighted-average

common shares outstanding, basic and diluted

(1) Loss on change in the fair value of convertible notes comprises of $3.1 million in aggregate loss on the change in fair value of loans payable, Tasly convertible notes and convertible promissory notes, and $0.3 million in cash interest paid on the Company’s loans payable for the year ended December 31, 2025.

accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’

DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

Preferred Stock

Stockholders’

Balance as of December 31, 2023

at January 1, 2024

$ ( 115,728 )

$ ( 109,996 )

Accretion of common stock to redemption value

Excise tax payable attributable to redemption of common stock

compensation expense

at December 31, 2024

Balance at January 1, 2025

of preferred stock into common stock

( 4,350,314 )

( 5,293,175 )

Balance as of December 31, 2024

( 8,220,445 )

stock issued to employees

compensation expense

of debt to common shares in connection with the merger

of common stock in connection with the merger and assumption of net liabilities of Northview

of inducement shares to related party in connection with the merger

in shares in connection with exercise of ELOC

of warrants in connection with exercise of ELOC Warrants

in shares in connection with exercise of ELOC Warrants

of warrants to financial advisor in connection with the merger

of shares in connection with the conversion of the PIPE note

of shares for settlement of merger transaction costs

at December 31, 2025

$ ( 160,781 )

accompanying notes are an integral part of the consolidated financial statements.

ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

For the Year Ended

accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

Ended December 31,

Cash flows from operating activities

Net (loss) income

$ ( 8,711,619 )

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Interest income on cash and marketable securities held in Trust Account

( 2,248,538 )

Change in fair value of warrant liabilities

Changes in fair value of convertible promissory note

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Prepaid income taxes

Income tax payable

Deferred tax liability

Due to related party

Adjustments to reconcile net

loss to net cash used in operating activities:

Noncash interest

Noncash loss on change in fair value of convertible notes

Noncash issuance

of inducement shares and in connection with the merger

Noncash issuance

of warrants to financial advisor

Noncash issuance

of warrants associated for ELOC Warrants

Loss on disposition

of property and equipment, net

Stock-based compensation

Gain on change

in fair value of warrant liabilities

Loss on change

in fair value of digital assets

Noncash merger

transaction costs

Changes in assets

and liabilities:

Other receivables

Prepaid expenses

and other current assets

Other non-current

Accounts payable

Accrued expenses

and other current liabilities

Net cash used in operating activities

( 1,296,812 )

( 2,064,860 )

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

Cash flows from financing activities:

Proceeds from convertible promissory note

Advance from Profusa

Redemption of common stock

( 3,248,878 )

( 184,845,836 )

Net cash used in financing activities

( 1,659,490 )

( 183,724,021 )

Net change in cash

Cash, beginning of the year

Cash, end of the year

Supplemental disclosure of cash flow information:

Income taxes paid, inclusive of interest and penalties

Excise tax payable attributable to redemption of common stock

Accretion of common stock to redemption value

Reclassification of common stock subject to redemption to common stock to be redeemed

accompanying notes are an integral part of the consolidated financial statements.

1 – Description of Organization and Business Operations

Acquisition Corporation (the “Company” or “Northview”) is 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 has identified a target

company for a business combination and is consummating the acquisition of Profusa.

Company has a wholly-owned subsidiary, NV Profusa Merger Sub Inc.

(“Merger Sub”), a Delaware corporation incorporated on

October 13, 2022, formed solely in contemplation of the Merger with Profusa (See Note 6).

Merger Sub has not commenced any operations

and has only nominal assets and no liabilities or contingent liabilities, nor any outstanding commitments other than in connection with

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.

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.

Each Warrant 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,

at a purchase price of $ 1.00 per Private Placement Warrant, generating gross proceeds to the Company of $ 7,347,500 , which is discussed

costs 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.

Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least

80 % of the value of the assets held in the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust

Account) at the time of the signing a definitive agreement in connection with the initial Business Combination.

However, the Company

will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities

of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act.

There is no assurance that the Company will be able to successfully effect a Business Combination.

the closing of the Public Offering 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.

Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion

of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination

or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a proposed initial

Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The stockholders will be 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 will distribute to investors

who properly redeem their shares will not be reduced by the fee payable to I-Bankers and Dawson James pursuant to the Business Combination

Marketing Agreement (see Note 6).

the Company is unable to complete an initial Business Combination within the Combination Period, it will:

(i) cease all operations except

for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public

shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust account, including interest

(which interest shall be net of taxes payable, and less up to $ 100,000 of interest to pay dissolution expenses) divided by the number

of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including

the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve

and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the

requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s

rights and warrants, which will expire worthless if the Company fails to complete the Business Combination within the Combination Period.

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”).

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 initial public

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

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.

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.

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.

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;

738,075 shares of Common Stock remaining outstanding after the Redemption

are shares issued in connection with the initial public offering.

Consequently, the contribution is $ 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 an extraordinary

general 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;

687,519 shares of common stock remaining outstanding after the redemption are shares issued in connection with our initial

public offering.

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 interest.

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 shares issued in connection with our

initial public offering.

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.

All of the Public Shares, or shares of our common

stock sold as part of the IPO, 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.

The 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.

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.

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

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.

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 Market.

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

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

and Going Concern

As of December 31, 2024, the Company had $ 16,204 in cash and a

working capital deficit of $ 12,254,024 .

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.

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).

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.

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.

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 December 31, 2024 in the amount of $ 8,908,052 .

As of December 31, 2024, no amounts were

repaid against the loan.

The Company has until June 22, 2025 to consummate

a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by June 22, 2025.

If a Business

Combination is not consummated by the required date, there will be an option to either extend the time available for us to consummate

our initial business combination or execute a mandatory liquidation and subsequent dissolution.

In connection with the Company’s

assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”)

Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue

as a Going Concern,” management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable

to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the

next twelve months from the issuance of these consolidated financial statements.

No adjustments have been made to the carrying amounts

of assets and liabilities should the Company be required to liquidate after June 22, 2025.

and Uncertainties

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

domestic corporations, by certain U.S.

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.

In addition, certain exceptions apply to the excise tax.

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.

Whether 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.

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 .

The Company determined that an excise tax liability should be recorded due

to the redeemed shares.

As of December 31, 2024, the Company has a charge to stockholders’ deficit of $ 1,880,944 of excise tax liability,

including $ 16,838 charged during the year ended December 31, 2024, 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 December 31, 2024

and the date of this report, the excise tax was not paid and 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 % interest per annum and a 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 December 31, 2024 and 2023, $ 1,880,944 and $ 1,864,106 were accrued

on the accompanying 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.

The Company 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.

No excise tax payment had been made by the

from investing activities

Purchase of digital

Purchase of property,

plant and equipment

Net cash used in investing activities

from financing activities

Proceeds from

issuance of notes

Proceeds from

issuance of loans payable

Proceeds from

issuance of convertible loan

Net cash received

from the reverse recapitalization

convertible notes, senior notes, promissory notes and other

Payment of deferred

offering costs

Net cash provided by financing

Net increase in cash

Cash at the beginning of the

Cash at the end of the period

disclosures of non-cash investing and financing information:

Assumption of net liabilities

Increase in unpaid deferred offering

Conversion of preferred stock

into common stock

Conversion of debt to equity

Financing of D&O insurance

disclosure of cash flow information:

Cash paid for interest

Cash paid for taxes

accompanying notes are an integral part of these consolidated financial statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

— Organization, Description of Business, Going Concern and Significant Risks and Uncertainties

(the “Company”) was incorporated in the state of California on May 11, 2009 .

The Company 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.

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.

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 months.

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.

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

The consummation of the Business Combination involved the merger of Merger Sub with and into Legacy Profusa (the

“Merger”), 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, Northview changed its name from “NorthView

Acquisition Corporation” to “Profusa, Inc.”

Company has incurred significant net operating losses from operations.

As of December 31, 2025, the Company has a working capital

deficit of approximately $ 18.5 million.

For the year ended December 31, 2025, the Company incurred a net loss of approximately $ 35.8

million and used approximately $ 16.2 million of cash in operating activities.

Management expects to continue to incur additional substantial

losses in the foreseeable future as a result of research and development activities.

The Company has been able to finance its operations

primarily with the proceeds from the issuance of equity and debt instruments 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.

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”).

the Closing and pursuant to the PIPE Subscription Agreement, Profusa issued an Ascent PIPE Note in the principal amount of $ 10.0 million

(the “Initial Note”) for a purchase price of $ 9.0 million, reflecting a 10 % Original Issuance Discount (“OID”).

July 28, 2025, the Company entered into the Equity Line of Credit (“ELOC”) Securities Purchase Agreement (the “ELOC

Purchase Agreement”) and the ELOC Registration Rights Agreement (the “ELOC Registration Rights Agreement”) with Ascent

(the “Committed Equity Facility”).

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

Subscription Agreement, from and after the effective date, the Company will have the right, in its sole discretion, to sell to Ascent

up to $ 100.0 million of shares of the Company’s common stock, subject to certain limitations set forth in the ELOC Purchase Agreement,

from time to time during the term of the ELOC Purchase Agreement.

Sales of common stock under the ELOC Purchase Agreement, and the timing

of any such sales, are solely at the Company’s option, and the Company is under no obligation to sell any securities to Ascent

under the ELOC Purchase Agreement.

As of December 31, 2025, approximately $ 10.3 million in shares of the Company’s common

stock was sold pursuant to the ELOC Purchase Agreement.

The Company has entered into this strategic Committed Equity Facility in order

to continue to fund its operating cash flows.

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 $ 2.2 million for a purchase price of $ 2.0 million, reflecting a 10 % OID (“Second Purchase”).

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 ELOC Purchase Agreement 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.

Company received two Nasdaq deficiency notices on September 11, 2025:

one for failing to maintain a $ 50.0 million market value of listed

securities (Rule 5450(b)(2)(A)) and another for its common stock’s bid price falling below $ 1.00 (Rule 5450(a)(1)).

was given 180 days, until March 10, 2026, to regain compliance.

If compliance is not regained within the allowed periods, the stock may

be subject to delisting, with appeal rights.

The Company received a staff determination letter from Nasdaq informing the Company that

it has not regained compliance as of March 10, 2026, see Note 15 for details.

Company’s 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.

of December 31, 2025, there continues 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 consolidated financial statements are issued.

The consolidated financial statements do

not contain any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

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.

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

Food and Drug Administration (“FDA”) or other international regulatory

agencies prior to commercial sales.

There can be no assurance that the products will receive the necessary approvals.

If the Company

is denied approval, approval is delayed or the Company is unable to maintain approval, it could have a materially adverse impact on the

Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product

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 December 31, 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

Monetary Response, and Economic Impacts

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.

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.

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 in the U.S.

or internationally,

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

— Summary of Significant Accounting Policies

of Presentation

accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

of Consolidation

accompanying 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.

Growth Company Status

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

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

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 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.

preparation of these 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 consolidated

financial statements.

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 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.

the actual results could differ significantly from those estimates.

accompanying 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”) and include all adjustments necessary for the fair presentation of the Company’s financial position

as of December 31, 2025 and 2024, and the results of operations and cash flows for the years then ended.

The accompanying consolidated

financial statements include the accounts of Profusa Inc.

and its wholly owned subsidiary, Profusa Asia Pacific Pte.

Ltd (“APAC”).

intercompany balances and transactions have been eliminated in consolidation.

Business Combination consummated on July 11, 2025 was accounted for as a reverse recapitalization, with Profusa, Inc.

considered the

accounting acquirer and predecessor entity.

Accordingly, all historical financial information prior to the Business Combination represents

the operations of Profusa, Inc.

In connection with the Merger, the Company retroactively applied the recapitalization of the Company’s

equity structure including the consolidated statements of convertible preferred stock and stockholders’ deficit from January 1,

2024 to December 31, 2024 and the weighted average common shares outstanding, basic and diluted for the year ended December 31, 2024.

The retroactive application reflects the equivalent number of shares of Profusa common stock, $ 0.0001 par value per share, issued to

the Company’s stockholders in connection with the Merger at the applicable exchange ratio of 0.345854 (the “Exchange Ratio”).

February 9, 2026, the Company effected a 1-for-75 reverse stock split of its common stock (the “Reverse Stock Split”).

Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock.

All share and

per share information has been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.

preparation of consolidated financial statements in conformity with U.S.

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 consolidated financial statements and accompanying notes.

The Company’s management regularly assesses

these estimates, including those related to including those related to accrued liabilities, valuation of the convertible notes, senior

notes, warrants, milestone based earn-outs, valuation allowance for deferred tax assets, and valuation of stock-based awards.

results could differ from these estimates, and such differences could be material to the Company’s financial position and results

of operations.

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

Concentration

of Credit Risk

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.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2024 and 2023.

and Marketable Securities Held in Trust Account

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 and at December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S.

Treasury Bills.

the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the

consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value

of investments held in the Trust Account are shown in the accompanying statements of operations.

The estimated fair values of investments

held in the Trust Account are determined using available market information.

During the year ended December 31, 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, $ 204,459 of interest income from the Trust Account was withdrawn by the Company for the payment of franchise

and income taxes.

During the year ended December 31, 2023, 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, $ 1,192,438 of interest income from the Trust Account was withdrawn by the Company for the payment of

franchise and income taxes.

Treasury Bills

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 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.

As of December 31, 2024, all of the Trust assets

were classified as noncurrent assets.

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term

nature, except for the warrant liabilities and convertible promissory note.

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 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.

As of December 31, 2024 and 2023, 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 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 return.

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 transition.

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.

Interest and penalties expense amounted to $ 0 and $ 19,158

during the years ended December 31, 2024 and 2023, 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 consolidated statements of operations.

assets and liabilities are classified in the 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 date.

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.

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.

Such guidance provides that because the warrants do not meet the criteria for

equity treatment thereunder, each warrant must be recorded as a liability.

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 consolidated

statements of operations (See Note 8).

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.

(Loss) Income Per Common Stock

Company has two categories of shares, which are referred to as common stock subject to possible redemption and common stock.

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 years ended December 31, 2024 and

2023 because the warrants are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted net (loss)

income per share of common stock is the same as basic net (loss) income per share of common stock for the periods presented.

table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share

for each category of common stock:

For the Year Ended

December 31, 2024

For the Year Ended

December 31, 2023

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

$ ( 1,096,239 )

$ ( 7,615,380 )

Weighted-average shares outstanding

Basic and diluted net (loss) income per share

Stock Subject to Possible Redemption

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.

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.

of December 31, 2024 and 2023, the amount of public common stock reflected on the consolidated balance sheets is reconciled in the following

Contingently redeemable common stock, December 31, 2022

Partial redemption

( 186,410,914 )

Accretion of redeemable common stock

Contingently redeemable common stock, December 31, 2023

Partial redemption

( 1,683,800 )

Accretion of redeemable common stock

Contingently redeemable common stock, December 31, 2024

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 10 for further details regarding this adoption.

Standards not yet Adopted

December 2023, the FASB issued ASU No.

2023-09, 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

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 consolidated financial statements.

3 – Initial Public Offering

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 per Unit.

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.

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.

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.

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 basis.

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.

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.

4 – Private Placement

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

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.

5 – Related Party Transactions

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

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.

On December 22, 2021, the over-allotment option was fully exercised and such shares are no longer subject

to forfeiture.

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.

Promissory Note – Related Party

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.

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 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 December 31, 2024 in the amount of $ 8,908,052 .

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 Loans”).

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.

Up 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 December 31, 2024 and 2023, 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

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

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

For the year ended December 31, 2024, $ 0 had been

incurred and billed relating to the administrative service fee, respectively.

For the year ended December 31, 2023, $ 30,000 had been incurred

and billed relating to the administrative service fee.

As of December 31, 2024 and 2023, $ 50,000 relating to the administrative service

fee was not paid and recorded as due to related party.

the year ending December 31, 2024, Profusa agreed to advance funds to the Company to pay for operating expenses.

As of December 31, 2024,

there was $ 791,407 owed to Profusa, which is due upon demand or at the completion of the Business Combination.

6 – Commitments and Contingencies

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

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,

On December 22, 2021, the over-allotment was fully exercised.

underwriters received a cash underwriting discount of approximately 1.82 % of the gross proceeds of the IPO, or $ 3,450,000 .

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.

Representative’s

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

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

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 date.

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.

However, 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.

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.

In connection with the Merger, NorthView will change its name to “Profusa,

Business Combination is subject to customary closing conditions, including the satisfaction of the minimum available cash condition of

$ 15,000,000 , the receipt of certain governmental approvals and the required approval by the stockholders of NorthView and Profusa.

is no assurance that the Business Combination will be completed.

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.

a cash 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.

If the Business Combination does not successfully close, A.G.P.

will not be entitled to any cash fee.

7 – Stockholders’ Deficit

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.

of December 31, 2024 and 2023, 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.

In October 2021,

the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 862,500 shares of common stock.

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).

As of December 31, 2024 and 2023,

there were 5,193,750 shares of common stock issued and outstanding, excluding 687,519 and 833,469 shares of common stock subject

to redemption, respectively.

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.

8 – Fair Value Measurements

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 date.

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.

following tables present information about the Company’s assets and liabilities that are measured at fair value on December 31,

2024 and 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Cash and marketable securities held in trust

Warrant liabilities – Public Warrants

Warrant liabilities – Private Placement Warrants

Warrant liabilities – Representative’s Warrants

Convertible promissory note

Cash and marketable securities held in trust

Warrant liabilities – Public Warrants

Warrant liabilities – Private Placement Warrants

Warrant liabilities – Representative’s Warrants

Convertible promissory note

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 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

instruments that potentially subject the Company to a concentration of credit risk consist of cash.

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.

Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

As of December 31, 2025 and 2024, cash consisted of cash on deposit with a bank denominated in U.S.

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, on the consolidated statements 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 gain (loss) on fair value of digital assets.

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.

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.

the year ended December 31, 2025, the Company maintained a buy-and-hold investment Bitcoin strategy and purchased 16.51 coins for an

aggregate cost of $ 2.0 million.

Subsequent to December 31, 2025, the Company terminated the Bitcoin buy-and-hold strategy in light

of current market conditions and the Company’s evaluation of its capital allocation priorities.

See Note 15 for further details.

Offering Costs

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.

To the extent that deferred offering costs exceed the gross proceeds of the related offering, the excess is expensed to general and administrative

expenses in the consolidated statements of operations.

costs capitalized as of December 31, 2024 was $ 2.8 million, which exceeded the total gross proceeds of the offering due to significant

and unexpected delays.

During the year ended December 31, 2025, the Company settled $ 0.3 million of the previously capitalized deferred

offering costs against gross proceeds of the share issuance, reducing additional paid-in capital in the consolidated statements of convertible

preferred stock and stockholders’ deficit (presented as a separate line item in the table below).

The remaining $ 2.5 million of deferred

offering costs, representing the excess of capitalized costs over gross proceeds, was expensed to general and administrative expenses

in the consolidated statements of operations.

Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants.

The subsequent measurement of the Public

Warrants at December 31, 2024 was classified as Level 2 due to the lack of an active market.

At December 31, 2023, the Public Warrants

was classified as Level 1 due to the use of an observable market quote in an active market.

As of December 31, 2024 and 2023, the aggregate

value of Public Warrants was $ 379,500 and $ 85,388 , 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 warrants.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

key inputs into the Monte Carlo simulation model for the warrant liabilities were as follows at December 31, 2024 and 2023:

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

Fair value of Common stock

key inputs into the Monte Carlo simulation model for the convertible promissory note were as follows at December 31, 2024 and 2023:

Risk-free interest rate

In total, during the year ended December 31, 2025, the Company expensed $ 14.5 million of

transaction costs to general and administrative expenses, of which $ 2.5 million related to the previously capitalized deferred offering

costs described above.

Offering Costs

of December 31, 2023

in the period

Balance as of December

Charged against additional

paid-in capital

against transaction costs

as of December 31, 2025

July 28, 2025, the Company entered into the ELOC Purchase Agreement and the ELOC Registration Rights Agreement with Ascent.

terms and subject to the satisfaction of the conditions contained in the ELOC Purchase Agreement, from and after the Effective Date,

the Company will have the right, in its sole discretion, to sell to Ascent up to $ 100.0 million of shares of its common stock, subject

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

ELOC is an equity-linked instrument for which the Company has the right, but not the obligation, to sell the Company’s common stock

to Ascent over a specified period at a discount to the lowest daily volume-weighted average price per share (“VWAP”) of the

Company’s Common Stock and subject to certain caps and limits.

The ELOC comprise of a purchased put option and a forward share

issuance that do not qualify for equity classification.

The ELOC is measured at fair value with changes recognized in earnings for the

difference between the fair value of the put option at put date and settlement date.

During the year ended December 31, 2025, the respective

ELOC puts were settled within the same day and therefore changes in fair value during the period was not material.

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 ELOC Purchase Agreement, upon the execution of the term sheet relating to the ELOC Purchase Agreement,

the Company issued Ascent warrants (the “ELOC Warrants”) to purchase up to 12,000 shares of Common Stock (the “Commitment

Warrant Shares”).

The warrants were determined to be 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), therefore are concluded to be equity classified

Warrants are recorded at their fair value on grant date which was $ 0.9 million and were expensed to financing fees.

fees such as warrant costs associated to the ELOC were expensed upfront.

The associated equity classified warrants were not remeasured

after initial issuance.

the Company draws on the ELOC and issues shares, it recognizes the proceeds in equity.

The amount recorded is based on the gross proceeds

received, as this is clearly measurable and traceable.

with Northview Acquisition Corporation

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.

Instead, the transaction is accounted for as a capital transaction;

that is, as a recapitalization of the operating company.

historical financial statements are those of Legacy Profusa.

The December 31, 2025 financial statements are those of Profusa Inc.,

with the assets and liabilities of Northview recognized at their carrying amounts as of the acquisition date, except for any assets or

liabilities that must be measured at fair value.

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.

contingent consideration is measured at fair value at the acquisition date.

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 consolidated statements of operations in the period of change.

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

Accruals are recorded

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

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

professional fees, operating costs, and other incurred but unpaid obligations.

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.

to Related Parties

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.

Company recognizes related party payables when the underlying transaction has occurred, and the amount is fixed or determinable.

of related party balances typically occur in cash;

however, amounts may also be settled through offsets or other non-cash arrangements

when appropriate.

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 parties.

Value of Financial Instruments

Company’s financial instruments consist of accounts payable, warrant liabilities, earnout, promissory notes, loans payable, convertible

promissory notes and senior notes.

The Company states accounts payable, promissory notes and senior notes at their carrying value, which

approximates fair value due to the short time to the expected payment.

The earnouts were equity classified and fair valued at inception,

and are not required to be remeasured subsequently.

See “Earnout Arrangements” below for further detail on valuation inputs.

See Note 4 for instruments valued under Level 3.

In connection with the Business Combination (see Note 3 — Reverse

Recapitalization), the Company assumed the rights and obligations under the PIPE Subscription Agreement, which provides for the issuance

of Senior Secured Convertible Promissory Notes (the “Ascent PIPE Notes”) in an aggregate principal amount of up to $ 22.2 million.

At Closing Date, the Company elected the fair value option (“FVO”) under

ASC 825, Financial Instruments to recognize the issued Ascent PIPE Notes.

Accordingly, no features of the Ascent PIPE Notes are bifurcated and separately accounted

For the year ended December 31, 2025, the Company issued an aggregate

principal amount of $ 12.2 million of Ascent PIPE Notes under the PIPE Subscription Agreement.

In accordance with ASC 825, the FVO is applied to all outstanding Ascent PIPE Notes as a single unit, and is irrevocable once elected.

At each reporting date, the Ascent PIPE Notes is measured at fair value, with changes in fair value recognized in earnings,

except for the portion attributable to instrument-specific credit risk, which is presented in other comprehensive income.

During the year

ended December 31, 2025, the Company did not record any changes in fair value to other comprehensive income.

The Ascent PIPE Notes is presented as loans payable at fair value on the consolidated balance sheets.

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 solely in shares of Profusa’s common stock and does not

permit settlement in cash or other assets.

See Note 3 for further detail on the earnout arrangements.

Company evaluated the earnout arrangements within the context of a de-SPAC transaction accounted for as a reverse recapitalization, which

is a capital transaction under U.S.

The transaction was accounted for in accordance with SEC guidance (FRM Topic 12) and interpretations

of ASC 805, Business Combinations , and the classification guidance under ASC 480, Distinguishing Liabilities from Equity.

the earnout arrangement does not require liability classification under ASC 480, it is then further evaluated under the indexation guidance

ASC 815-40-15, and the equity classification guidance in ASC 815-40-25 to determine whether it should be classified as a liability or

Milestone I, II, III, and IV do not require the liability classification under ASC 480;

accordingly, the Company evaluated each

under the indexation guidance and equity classification guidance.

ASC 815-40, an earnout must meet specific indexation criteria to be considered indexed to the entity’s own stock and qualify for

equity classification.

An earnout is considered indexed to the entity’s own stock when (i) it is based solely on observable market

data or inputs consistent with the entity’s own stock (e.g., stock price, strike price, or number of shares), and (ii) it does

not contain provisions that could require settlement in a manner inconsistent with equity classification.

Milestones I and II satisfy

these criteria and are therefore considered indexed to the Company’s own stock.

Milestone III does not meet the indexation guidance

as it is based on an event occurring to achieve $ 6 million in funding, which is not a market data or input.

Milestone IV qualifies for

the scope exception in ASC 815-10-15-59(d) from derivative accounting because payments are based on revenue.

Accordingly, Milestone IV

meets the “own equity” scope exception in ASC 815-10-15-74(a) and is classified as equity, with no subsequent remeasurement

unless modified.

Milestone III does not qualify for the “own equity” scope exception and is therefore classified as a liability,

initially measured at fair value on the Closing Date with subsequent changes in fair value recognized in earnings.

I, II, and IV meet the equity classification requirements of ASC 815-40, as there is no obligation to net cash settle, the number of

shares is fixed, settlement occurs exclusively in shares, and there are no provisions that protect the holder from declines in share

earnouts were measured at fair value on the Closing Date and are not subject to subsequent remeasurement.

Milestone III was also measured

at fair value on the Closing Date and determined to have a value of $ 0 due to improbability of achievement.

As of December 31, 2025,

the Milestone III earnout expired and was not met.

the Closing Date, Milestones I and II had an aggregate fair value of $ 1.7 million, while Milestone IV had a fair value of $0 , reflecting

its low probability of achievement.

The fair value of the Milestones I, II and IV were estimated using the Monte Carlo simulation model.

In determining the fair value of Milestones I and II, the Company utilized the following assumptions:

volatility of 92.5 %, risk free

rate of 3.90 % and a term of two years.

In determining the fair value of Milestone IV, the Company utilized the following assumptions:

revenue volatility of 40.4 %, risk free rate of 4.13 %, revenue projections for the fiscal years 2025 and 2026, risk adjusting discount

rate of 16.5 % applied to forecasted revenues.

Stock Warrants

Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at

fair value on the balance sheet.

Liability-classified common stock warrants are subject to remeasurement to fair value as of each subsequent

balance sheet date and as of any respective exercise date, with changes in fair value recorded in the Company’s consolidated statements

of operations.

For common stock warrants that meet all of the criteria for equity classification, the common stock warrants are recorded

as a component of additional paid-in capital and are not remeasured to fair value in subsequent reporting periods.

Company’s publicly traded common stock warrants (the “Public Warrants”) are equity-classified instruments because they

are deemed indexed to the Company’s own common stock and did not contain any provision that could require net cash settlement unless

the holders of the underlying shares would also receive the same form of consideration as the holders of public warrants.

The Company’s

Private Placement Warrants and Representative’s Warrants are liability-classified instruments because they contain provisions that

preclude these warrants from being indexed to the Company’s stock.

See Note 3 and Note 8 for further detail on the warrants.

costs incurred in connection with the issuance of equity-classified warrants are capitalized as a reduction to additional paid-in capital

if the warrants are issued in conjunction with an equity financing or equity-linked arrangement, and expensed immediately only if the

costs are not directly attributable to the issuance.

Legal and professional fees incurred in connection with the issuance of liability-classified

warrants, including those failing equity classification under ASC 815-40 are expensed immediately to the income statement as incurred.

compensation expense related to stock options granted to employees and non-employees is recognized based on the grant date estimated

fair values using the Black Scholes option pricing model.

The value of the portion of the award that is ultimately expected to vest is

recognized as expense ratably over the requisite service period.

The Company accounts for forfeitures as they occur.

Option valuation

models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions

used can materially affect the grant-date fair value of an award.

These assumptions include the risk-free rate of interest, expected

dividend yield, expected volatility, and the expected life of the award.

Since the Company did not have sufficient historical information

to develop reasonable expectations about future exercise behavior, the expected term for options issued to employees was calculated as

the mean of the option vesting period and contractual term (the “Simplified Method”).

The expected term for options issued

to non-employees is the contractual term.

Preferred Stock

Company records all shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs.

The convertible preferred stock is recorded outside of permanent equity because while it is not mandatorily redeemable, in certain events

considered not solely within the Company’s control, such as a merger, acquisition, or sale of all or substantially all of the Company’s

assets (each, a “deemed liquidation event”), the convertible preferred stock will become redeemable at the option of the

holders of at least a majority of the then outstanding preferred shares.

The Company has not adjusted the carrying values of the convertible

preferred stock to its liquidation preference because a deemed liquidation event obligating the Company to pay the liquidation preferences

to holders of shares of convertible preferred stock is not probable of occurring.

Subsequent adjustments to the carrying values to the

liquidation preferences will be made only when it becomes probable that such a deemed liquidation event will occur.

On Closing Date of

the merger, all outstanding convertible preferred stock converted into shares of the Company’s common stock.

Company receives payments from government entities under non-refundable grants in support of the Company’s product development

The grants received fall within two categories:

Reimbursement Grants — grants in which the Company is entitled to claim from

a government entity reimbursement of certain qualified expenses incurred to date.

and amount of such expenses are determined by each respective grant;

Fee Grants — grants in which the total amount of the grant is fixed and the

disbursements are made based on submission to the grantor of specified deliverables.

these grants the Company receives milestone payments from the government agencies upon our submission and approval by the government

of agreed upon deliverables, consisting primarily of the documented results of the specific research and development programs.

Company has concluded that all government grants received are outside the scope of ASC 606 Revenue from Contracts with Customers ,

because such grants do not involve a reciprocal transfer in which each party receives and sacrifices approximately commensurate value.

Therefore, the grants meet the definition of a contribution and are non-exchange transactions.

The Company has further concluded that

Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition does not apply to the government grants received, as we are

a business entity, and the grants are with governmental agencies or units.

absence of explicit U.S.

GAAP guidance on contributions received by business entities, the Company made a policy decision to apply by

analogy recognition and measurement guidance in International Accounting Standard 20 Accounting for Government Grants and Disclosure

of Government Assistance (“IAS 20”).

Under this approach the Company recognize grants at fair value only when there is

reasonable assurance that the Company will comply with the conditions attaching to them, and that the grants will be received.

recognizes as income the amounts received or receivable from expense reimbursement grants to the extent, and in the period in which,

the qualifying costs have been incurred.

The Company recognizes as income the amounts received or receivable from fixed fee grants by

applying the proportional performance method.

Under this method the Company recognizes grant income using the same proportion as the

costs incurred to date to the total expected cost of the project, but limiting the income to be recognized to the amount to which it

is entitled based on the submitted deliverables.

and Development

and development expenses consist of costs related to employee compensation and benefits, costs for contract manufacturing organizations

(“CMOs”), costs for contract research organizations (“CROs”), costs for sponsored research, costs for clinical

trials, consultant services, laboratory supplies, product licenses, facility-related expenses and depreciation.

All research and development

costs are charged to research and development expenses within the statements of operations as incurred.

Payments associated with licensing

agreements to acquire exclusive licenses to develop, use, manufacture and commercialize products that have not reached technological

feasibility and do not have alternate commercial use are also expensed as incurred.

Payments made to third parties under these arrangements

in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered.

Company accounts for income taxes using the asset and liability method whereby deferred tax asset and liability accounts are determined

based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates

and laws that are for the year in which the differences are expected to affect taxable income.

Valuation allowances are established where

necessary to reduce deferred tax assets to the amounts expected to be realized.

Company accounts for uncertain tax positions by assessing all material positions taken in any assessment or challenge by relevant taxing

Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is

measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.

The Company’s

policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit.

The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line.

Accrued interest

and penalties are included within the Accrued liabilities in the balance sheets.

To date, there have been no interest or penalties charged

in relation to the unrecognized tax benefits.

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 market.

Loss per Share Attributable to Common Stockholders

net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of

shares of common stock outstanding during the period, without consideration of potentially dilutive securities.

Diluted net loss per

share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock

and potentially dilutive securities outstanding for the period.

For purposes of the diluted net loss per share calculation, the convertible

preferred stock, common stock subject to repurchase and stock options are considered to be potentially dilutive securities.

diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating

securities as the convertible preferred stock is considered a participating security.

The Company’s participating securities do

not have a contractual obligation to share in the Company’s losses.

As such, the net loss is attributed entirely to common stockholders.

Because the Company has reported a net loss for the reporting periods presented, the diluted net loss per common share is the same as

basic net loss per common share for those periods.

Accounting Pronouncements

adopted accounting standards

December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-08,

Accounting for and Disclosure of Crypto Assets (Subtopic 350-60) (“new crypto assets standard”).

The new crypto assets standard

requires certain crypto assets to be measured at fair value separately on the balance sheet with changes reported in the statement of

operations each reporting period.

The new crypto assets standard also enhances the other intangible asset disclosure requirements by

requiring the name, cost basis, fair value, and number of units for each significant crypto asset holding.

The Company adopted the new

crypto assets standard effective the third quarter of 2025 when the Company made its initial purchase of crypto assets.

Refer to Note

2 and Note 4 for the inclusion of new disclosures required.

December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740).

The ASU requires disaggregated information

about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

adopted this ASU on a prospective basis effective January 1, 2025.

Refer to Note 13 for the inclusion of new disclosures required.

issued accounting standards not yet adopted

November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”).

ASU 2024-03 requires disaggregated

disclosure of income statement expenses for public business entities.

ASU 2024-03 does not change the expense captions an entity presents

on the face of the income statement;

rather, it requires disaggregation of certain expense captions into specified categories in disclosures

within the footnotes to the financial statements.

As revised by ASU No.

2025-01, Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures, the provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim

periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

With the exception of expanding disclosures

to include more granular income statement expense categories, the Company does not expect the adoption of ASU 2024-03 to have a material

effect on its consolidated financial statements taken as a whole.

December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

ASU 2025-10 established authoritative guidance for the accounting for a government grant received by a business entity, including guidance

for a grant related to an asset and a grant related to income.

This guidance is effective for annual reporting periods beginning after

December 15, 2028, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact

of the guidance on its consolidated financial statements.

December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

ASU 2025-11 clarifies the applicability

of interim reporting guidance under U.S.

GAAP, provides a comprehensive list of interim disclosure requirements within Topic 270, and

introduces a disclosure principle requiring entities to provide information about events and changes occurring after the end of the most

recent annual reporting period that have a material impact on the entity.

The ASU does not change the fundamental nature of interim reporting

or expand or reduce existing interim disclosure requirements.

ASU 2025-11 is effective for interim reporting periods within annual reporting

periods beginning after December 15, 2027 for public business entities, with early adoption permitted.

The Company is currently evaluating

the impact of this guidance on its interim financial reporting and related disclosures.

3 — Recapitalization

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

The consummation of the Business Combination involved 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.”

specifically, at the Effective Time of the Merger:

● each share of issued and outstanding Legacy Profusa Common Stock, including shares converted from convertible notes and convertible preferred stock, was converted into a number of shares of Company common stock, based on the Exchange Ratio that reflects an equity valuation of Legacy Profusa of $ 155.0 million (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 Common Stock of $ 750.00 per share, after giving effect for the Reverse Stock Split.

option to purchase Legacy Profusa Common Stock was converted into an option to purchase Common

Stock based on the Exchange Ratio, and

warrant to purchase Legacy Profusa Common Stock was converted into a warrant to purchase

Common Stock based on the Warrant Ratio (as defined in the Merger Agreement).

February 11, 2025, NorthView executed the PIPE Subscription Agreement with 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 Ascent PIPE Notes in an aggregate principal amount of up to $ 22.2 million for a purchase price of up to $ 20.0

million, after 10 % OID.

Closing, the Company issued an Ascent PIPE Note in the principal amount of $ 10.0 million (the “Initial Note”), reflecting

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 $ 750.00 per share, as adjusted for the Reverse Stock Split, or 95 % of the lowest

daily volume-weighted average price per share (“VWAP”) of 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 Ascent PIPE

Notes is accounted for under the fair value option and recorded in loans payable at fair value on the consolidated

balance sheets.

Convertible Notes and Senior Notes

outstanding principal balance and accrued and unpaid interest of the junior convertible notes and senior notes was $ 19.6 million and

$ 27.3 million as of the Closing Date, respectively.

The senior notes comprise of the Senior Convertible Notes, Senior Convertible Bridge

Notes and the Senior Secured Convertible Notes.

The junior convertible notes and senior notes converted into Legacy Profusa Common Stock,

and was exchanged for an aggregate of 197,098 shares of the Company’s common stock, respectively, as adjusted for the Reverse Stock

See Note 6 for further detail.

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 51,666 shares of Common Stock (the “Milestone Earnout Shares”) during the

respective earnout periods in equal quarterly installments upon achievement of the following four Milestone Events.

All milestones below

have been adjusted for the Reverse Stock Split:

● Milestone I Earnout Rights:

share price of Common Stock is equal to or greater than $ 937.50 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 $ 937.50 for each share of 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 Common Stock is equal to or greater than $ 1,087.50 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 $ 1,087.50 for each share of 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;

provided, 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 $ 11.9 million 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”).

Milestone 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”.

the event the above milestones are achieved, the issuance of shares under the earnout arrangements will dilute the ownership interests

of existing shareholders.

As of December 31, 2025, Milestone III has expired and the milestone was not met.

recapitalization

Business Combination was accounted for as a reverse recapitalization in accordance with U.S.

Accordingly, Legacy Profusa was deemed

the accounting acquirer (and legal acquiree) and Northview was treated as the accounting acquiree (and legal acquirer).

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.

The 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.

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 consolidated statements of convertible preferred stock and 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.

following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated

statements of convertible preferred stock and stockholders’ deficit:

Account, net of redemptions

transaction costs and professional fees, paid directly from Trust Account

received from Trust

private and representative warrant liabilities

related party notes

related party notes - working capital loan

excise tax payable

accounts payable and accrued expenses

recapitalization, net

number of shares of Common Stock to be issued following the consummation of the Business Combination were, as adjusted for the Reverse

A Common Stock

Public Shares, outstanding prior to the Business Combination

Redemption of NVAC Class A common stock

Public shares of NVAC

Shares, outstanding prior the Business Combination

NVAC Representative

Shares converted to Class A Common shares

from Rights converted to Class A common shares

Combination shares

Profusa Shares

of shares in connection with Ascent Private Note

of notes into shares

Stock immediately after the Business Combination

number of Profusa Shares was determined as follows, as adjusted for the Reverse Stock Split:

Profusa Shares

Shares after conversion ratio

A Common Stock

the year ended December 31, 2025, the Company expensed $ 14.5 million for transaction costs incurred in connection with the Business Combination,

of which $ 8.1 million in transaction costs was settled for in shares and warrants, and the remaining $ 6.4 million in cash.

The transaction

costs primarily represented fees incurred for financial advisory, legal and other professional services that were directly related to

the Business Combination.

See below for breakout of costs.

Inducement share costs

Advisory and brokers

HCW warrant costs

Printers and operating

Company allocated transaction costs in accordance with ASC 340-10 and SEC SAB Topic 5.A.

issuance costs that were direct and incremental to issuing equity instruments in the Business Combination were recorded as a reduction

of additional paid-in capital (“APIC”), up to net proceeds received.

Transaction costs in excess of equity proceeds, and

costs not directly attributable to issuing equity, were expensed as incurred and recorded within general and administrative expense in

the Company’s consolidated statements of operations.

costs were also allocated to the related instruments issued (or assumed) in the Business Combination based on their relative fair values

on the Closing Date.

Costs allocated to equity-classified instruments were recorded to APIC, up to net proceeds.

To the extent any costs

were allocable to liability-classified instruments, such amounts were expensed in the period incurred and recorded within general and

administrative expense in the Company’s consolidated statements of operations.

and private placement warrants

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 recorded to earnings at each period.

— Fair Value Measurement

and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of

judgment associated with the inputs used to measure their fair values.

Fair value represents the price that would be received to sell

an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Valuation techniques

used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The authoritative

guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

are unadjusted, quoted prices in active markets for identical assets or liabilities at the

measurement date;

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;

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.

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.

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.

of December 31, 2025 and 2024, the Company’s financial assets and liabilities measured at fair value on a recurring basis,

were as follows (in thousands):

of December 31, 2025

Digital assets

Convertible notes due to

related parties held at fair value

Loans payable

Warrant liabilities - Private

Placement Warrants

liabilities - Representative’s Warrants

liabilities measured at fair value

of December 31, 2024

notes due to related party held at fair value

liabilities measured at fair value

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 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 consolidated

statements of operations.

Company uses a Monte Carlo simulation model to value the Private Placement Warrants and the Representative’s Warrants.

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 warrants.

The expected life of the warrants is assumed to be equivalent to their remaining

contractual term.

key inputs into the Monte Carlo simulation model for the warrant liabilities, as affected by the Reverse Stock Split, were as follows

at December 31, 2025 and July 11, 2025 (the “Closing Date”).

Each warrant entitles the registered holder to purchase

one seventy-fifth (1/75) of one share of our common stock at a price of $ 862.50 per whole share.

Pursuant to the warrant agreement, a

warrant holder may exercise its warrants only for a whole number of shares of common stock.

This means only a whole warrant may be exercised

at a given time by a warrant holder.

No fractional warrants will be issued and only whole warrants will trade.

Risk-free interest

Expected term (years)

2 unchanged sentences

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 years ended December

31, 2024 and 2023:

Representative’s

Fair value at December 31, 2023

Change in fair value of warrant liabilities

Fair value at December 31, 2024

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 year ended December 31, 2025 (in thousands):

Placement Warrants

Representative’s

Fair value at December 31, 2022

Change in fair value of warrant liabilities

Fair value at December 31, 2023

Principal borrowing

Change in fair value of convertible promissory note

Fair value at December 31, 2024

Promissory Note

Fair value at December 31, 2022

Principal borrowing

Change in fair value of convertible promissory note

Fair value at December 31, 2023

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.

Level 3 Warrant liabilities

value at January 1, 2025

of warrant liabilities

in fair value of warrant liabilities

value at December 31, 2025

notes payable, related party

Tasly convertible note and the Convertible Promissory Note - Related Party (collectively “Related Party Convertible Notes Payable”)

were valued using a Probability Weighted Expected Return Model to fair value the convertible note.

The intrinsic conversion value as

of December 31, 2025 was $ 0 for the Related Party Convertible Notes Payable.

As of December 31, 2025, the Tasly convertible

note has matured and is payable at the principal amounts plus accrued interest.

Therefore, the fair value of the note is the face amount

of the debt, and as of December 31, 2025, the accrued interest was added to the liability balance.

following table provides a summary of the changes in the fair value of the Company’s Level 3 Related Party Convertible Notes Payable

for the years ended December 31, 2025 and 2024 (in thousands):

Convertible Note - Related Party

Party Convertible Promissory Note

Level 3 Related Party Convertible Notes

as of January 1, 2025

Assumption of related party

convertible note upon closing of the Business Combination

Loss (Gain) on change in

the fair value of related party convertible notes

Repayment of debt

value as of December 31, 2025

Convertible Note - Related Party

as of January 1, 2024

Issuance of Tasly Convertible

Accrued stated interest

on change in the fair value of Tasly convertible note

value as of December 31, 2024

Company uses a Monte Carlo simulation model to value the Loans Payable, which represents the issued Ascent PIPE Notes.

The Loans Payable were classified within Level 3 of the fair value

hierarchy due to the use of unobservable inputs.

Inherent in pricing models are assumptions related to expected share-price volatility,

expected life and risk-free interest rate.

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

matches the expected remaining life of the loans payable.

The risk-free interest rate is based on the U.S.

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.

Treasury zero-coupon yield

curve on the grant date for a maturity similar to the expected remaining life of the loans.

The expected life of the loans are assumed

to be equivalent to their remaining contractual term.

key inputs into the Monte Carlo simulation model for the Loans Payable were as follows at December 31, 2025 and July 11, 2025:

interest rate

Fair value of Common stock

following table provides a summary of the changes in the fair value of the Company’s Level 3 loans payable for the year ended December

31, 2025 (in thousands):

value as of January 1, 2025

Repayments of debt

of debt to equity

on change in the fair value of convertible note

value as of December 31, 2025

fair value of the Company’s loans payable settled through conversion was determined by multiplying the closing price of the Company’s

common stock on the applicable conversion date by the number of shares of common stock issued upon settlement.

Loss on change in the fair value of convertible notes on the consolidated statements of operations comprise of the change in fair value

of the Company’s convertible notes and its related accrued interest on the convertible notes.

of December 31, 2025, the Company held 16.51 units of Bitcoin with an aggregate cost basis of $ 2.0 million.

The fair value of the Company’s

Bitcoin holdings was $ 1.4 million, resulting in a unrealized loss of approximately $ 0.6 million included in the consolidated statements

of operations.

The Company did not have any Bitcoin holdings as of December 31, 2024.

— Balance Sheet Components

expenses and other current assets (in thousands):

of December 31,

Prepaid legal

Prepaid insurance

expenses and other current assets

Liabilities (in thousands):

of December 31,

Accrued compensation

other liabilities

following table sets forth a summary of the debt instruments and their changes during the years ended December 31, 2025 and

2024 (in thousands):

Note - Related

Balance at January 1, 2025

Issuance of debt

in fair value

of debt to equity

Debt assumed in connection with reverse recapitalization

stated interest

at December 31, 2025

Current portion

Accounting basis Effective interest

method Fair value

option Fair value

option Effective interest

method Simple interest

method Compounding

Interest Simple interest

Interest rate 12 % 10 % 24 % — 0 %-12% 0 %-12% 1 % 7 %

Conversion price(s) per share $ 525.00 various $ 37.50 — $ 37.50 , $ 166.50 , and $ 300.00 — — —

Maturity 7/11/2025 1/11/2027 3/31/2024 7/11/2025 7/11/2025 various 5/25/2026 4/11/2026

Convertible Notes

Convertible Note - Related Party

at January 1, 2024

Issuance of debt

Debt repayments

in fair value

of debt discount and issuance costs

at December 31, 2024

Current portion

Convertible Notes

annual effective interest rate of Junior Convertible Notes was estimated from 12.54 % to 53.28 % per year for the years ended December 31,

2025 and 2024.

The interest expense for the years ended December 31, 2025 and 2024 was $ 1.2 million and $ 2.1 million,

which includes the amortization of debt discount and issuance costs of $ 0 and $ 0.1 million, respectively.

Closing, the junior 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 37,356 shares of Company common stock at $ 525.00 /share, as adjusted for the Reverse Stock Split.

of December 31, 2025 and 2024, the outstanding balance of junior convertible notes includes related party convertible notes of $ 0

and $ 13.3 million, respectively.

Convertible Note - Related Party Note

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.

loans bear interest at a rate of 12 % per annum and originally matured on December 31, 2023 .

The original maturity date was extended to

March 31, 2024, subject to the parties’ decision to extend thereafter.

Upon 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 note 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 Note when they become due, the lender will have an option to convert the entire outstanding balance

and accrued but unpaid interest under the Tasly Convertible Note into either (i) senior unsecured promissory notes on substantially the

same terms as the outstanding Senior Notes as of December 31, 2025, or (ii) the Company’s Common Stock at a conversion price of

$ 144.00 per share, as adjusted for the Reverse Stock Split.

Company elected to apply the fair value option to account for the Tasly Convertible Note.

Accordingly, no features of the Tasly Convertible

Note are bifurcated and separately accounted for.

The fair value of the Tasly Convertible Note was $ 2.3 million as of December 31, 2025,

compared to $ 2.2 million as of December 31, 2024.

There was accrued interest of $ 0.7 million and $ 0.3 million as of December 31,

2025 and 2024, respectively, on the Tasly Convertible Note.

December 31, 2025, the remaining time to complete the formation of the APAC Joint Venture was 0 months as the APAC Joint Venture

can effectively close now that the Closing has occurred.

The intrinsic conversion value as of December 31, 2025 is $ 0 , and the note

is in default as the maturity date has passed.

The fair value of the Tasly Convertible 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 consolidated

balance sheets.

Notes were first issued in April 2021 and continued through the Closing.

Senior Notes bear interest at 12 % per annum unless otherwise

November 3, 2022, all Senior Notes as of this date were amended as follows:

1) all unpaid interest and principal shall be due and payable

on the date which is five business days after the termination of the Merger prior to the occurrence of the Merger closing, 2) automatic

conversion to SPAC shares of at then outstanding all notes and accrued interest upon the Merger at $ 300.00 per share, 3) upon consummation

of the Merger, all noteholders will have a right to receive additional shares upon achievement by the combined company of certain share

price and sales milestones (the earnout shares).

Senior Notes issued subsequent to the November 2022 amendment through September 2024

were issued on substantially the same terms as the amended Senior Notes.

2024 and 2025, the following Senior Notes were issued:

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).

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

Additionally, during the months of July through September 2024, the Company issued a Senior Secured Convertible Note with the

principal amount of $ 0.3 million.

This note was issued at the same 12 % interest terms as all of their other Senior Convertible Notes,

and has an 18 -month maturity.

The Company repaid $ 0.04 million of principal on Senior Notes with investors during the respective period.

The remaining Notes converted into shares of Common Stock upon the Closing.

October-December

2024 Senior Notes — During the months October through December 2024, the Company issued two Senior Secured Convertible Notes

with a total principal amount of $ 1.1 million.

These notes were issued at the same 12 % interest terms as all of their other Senior Convertible

Notes, and have an 18 -month maturity.

The Notes converted into shares of 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 the Company’s common stock at $ 37.50 per share.

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 the Company’s common stock at $ 37.50 per share.

Closing, the following convertible notes were converted into the Company’s common stock based on the principal and accrued interest

as of July 11, 2025.

Senior Convertible Notes with an outstanding balance of $ 21.7 million in principal and accrued interest converted

into 68,585 shares of Common Stock at $ 300.00 /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 17,261 shares of Common Stock at $ 166.50 /share,

Senior Secured Convertible Notes of $ 2.8 million in principal and accrued interest converted into 73,896 shares of Common Stock at $ 37.50 /share.

Of the 73,896 shares of Common Stock issued to Senior Secured Note holders, 9,469 shares were contributed by the Sponsor.

As such, most

of these notes were converted into Common Stock upon the Closing.

of December 31, 2025, the outstanding balance of Senior Notes is less than $ 0.1 million, all of which is with unrelated parties.

Company is currently in default;

accordingly, the Company classified the entire outstanding amount as a current liability on the consolidated

balance sheets.

As of December 31, 2024, the outstanding balance of senior notes totaled $ 25.3 million, of which $9.5 million is outstanding

with related parties and $ 15.8 million is outstanding with unrelated parties.

annual effective interest rate of Senior Notes was estimated from 0% to 12.15 % and 0% to 12.15 % per year for the years ended December 31,

2025 and 2024, respectively.

The interest expense was $ 1.3

million and $ 2.1 million for the years ended December 31, 2025 and 2024.

February 11, 2025, NorthView executed the PIPE Subscription Agreement with 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 $ 22.2 million for an aggregate purchase

price of up to $ 20.0 million, reflecting a 10 % OID.

the Closing and pursuant to the PIPE Subscription Agreement, the Company issued the Initial Note in the principal amount of $ 10.0 million

for a purchase price of $ 9.0 million, reflecting a 10 % OID.

The Initial 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 $ 750.00 per share or 95 % of the lowest daily VWAP of the Company’s 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 Company elected to account for the issued Ascent PIPE Notes at fair value, and the fair value is recorded in

loans payable at fair value on the consolidated balance sheets.

Initial Note bears interest at 10 % per annum on the outstanding unconverted principal balance.

A minimum interest amount equal to 10 %

of the original principal is fully earned at issuance, reduced by interest subsequently accrued.

Cash payments are subject to a 5 % fee.

Upon an event of default, the interest rate increases to 24 % per annum and a 10 % late fee applies to overdue amounts.

The Initial Note

may be prepaid upon 10 business days’ prior notice (absent an event of default), subject to Ascent’s conversion rights, and

requires mandatory prepayment upon Subsequent Offerings, as defined by the PIPE Subscription Agreement.

is subject to a beneficial ownership cap, initially set at 4.99 % of outstanding common stock.

Ascent may adjust this cap with 61 days’

prior notice, provided it does not exceed 9.99 %.

On August 1, 2025, the cap was increased to 9.99 % and the advance notice requirement

was waived by the Company.

PIPE Subscription Agreement and issued Ascent PIPE Notes were amended on three occasions to modify key financial terms:

1, effective August 25, 2025:

Restructured the financing into four tranches totaling up to $ 22.2 million in aggregate principal,

comprised of $ 10.0 million, $ 2.2 million, $ 5.6 million, and $ 4.4 million, respectively, each subject to customary conditions including

registration effectiveness and Nasdaq listing compliance.

The conversion price was revised to the lower of the then-current conversion

price or 95 % of the lowest daily VWAP over the 10 trading days preceding each conversion date, subject to a floor price of $ 7.50 per

2, effective December 22, 2025:

Reduced the floor price to $ 0.111 per share, applicable to up to 182,000 shares of common stock,

during a modification period ending upon the effectiveness of the Reverse Stock Split on February 9, 2026, reverting to $ 0.14 per share

3, effective December 29, 2025:

Obligated Ascent to fund a third tranche of up to $ 5.6 million (or $ 3.3 million if a Nasdaq listing

deficiency exists) upon the Company’s request, contingent on full repayment or conversion of the first two outstanding tranches

and other conditions.

Additionally, mandatory prepayment due to a Subsequent Offering that is an equity line of credit was established

at 33.3 % of net proceeds under the Company’s Form S-1 registration statement (File No.

333-290805), or 50.0 % of net proceeds under

any Form S-1 filed after this third amendment.

As of December 31, 2025 and through date of filing, the third tranche was not met

as a result of the Company’s Nasdaq listing deficiency and tranches one and two of the loans payable have not yet been repaid or

the year ended December 31, 2025, the Company repaid $ 1.9 million of principal and $ 0.3 million in interest on the Ascent PIPE Notes

and Ascent converted an aggregate of $ 4.0 million of principal and accrued interest balance into 266,055 shares of the Company’s

common stock.

The shares of common stock issued had a fair value of $ 4.5 million at conversion.

of December 31, 2025, the loans payable was fair valued at $ 7.9 million which has been classified as long-term in the consolidated balance

As of December 31, 2025, the Company had accrued interest of $ 0.7 million on the loans payable.

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.

The outstanding promissory notes accrue interest at 5 % and 12 % per annum, most of

which do not have a set maturity date.

For any promissory notes that had an initial maturity date which has passed, the Company has verbally

agreed to pay off these loans subsequent to the consummation of the Business Combination.

As of December 31, 2025, the Company is in

accordingly, the Company classified the entire outstanding amount as a current liability on the consolidated balance sheets.

the year ended December 31, 2023, two related parties provided the Company with short-term promissory notes in an aggregate principal

amount of $ 0.4 million, bearing interest at a rate of 12 % per annum.

The notes were payable on demand at any time on or after December

As of December 31, 2024, these notes were classified as related party transactions and were not yet due by the noteholders.

These noteholders ceased to be related parties of the Company following the consummation of the merger.

During the year ended December

31, 2025, the noteholders requested for repayment and as of December 31, 2025, the Company is in default.

the year ended December 31, 2025, a promissory note of $ 0.1 million for 0 % interest was issued to an unrelated party of the Company and

matured on the Closing Date.

The Company did not make any repayments on the outstanding balance of the promissory notes during the year

ended December 31, 2025 and is currently in default.

expense on the Company’s promissory notes was less than $ 0.1 million for each of the years ended December 31, 2025

The carrying value of the promissory notes as of December 31, 2025 and 2024 was $ 1.0 million and $ 0.9 million, respectively.

As of December 31, 2025 and 2024, outstanding balance of promissory notes due to related parties was $ 0.4 million and $ 0.9 million

respectively, and are classified as current liabilities on the consolidated balance sheets.

Protection Program

May 25, 2021, the Company borrowed $ 1.3 million under the Paycheck Protection Program (the “PPP Loan 2”).

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”).

interest rate on PPP Loan 2 is 1 %.

the terms of PPP Loan 2, if the Company does not submit forgiveness application within 24 weeks 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.

Interest on the loan continues to accumulate during any deferment period.

of December 31, 2025 and 2024, the Company was in default on PPP Loan 2 due to the non-payment of minimal repayment amounts required

by the terms of PPP Loan 2.

Accordingly, the Company classified the entire amount outstanding under the PPP Loan 2 as current and accrued

respective late penalties for the total amount of less than $ 0.1 million as of December 31, 2025 and 2024, respectively.

total past due amount of PPP Loan 2 repayments as of December 31, 2025 and 2024 was $ 1.4 million and $ 0.8 million, respectively.

Company applied for forgiveness of PPP Loan 2 in December 2025 and was notified in February 2026 that the loan had been forgiven.

Insurance Financing

July 11, 2025, the Company financed the purchase of the Company’s Directors and Officers (“D&O”) insurance premium, resulting

in a financing obligation at inception of $ 0.7 million.

During the year ended December 31, 2025, the Company made aggregate payments

of $ 0.4 million against the obligation and recognized approximately $ 0.4 million of insurance expense and an immaterial amount of interest

As of December 31, 2025, the remaining financing obligation was $ 0.3 million.

Promissory Note – Related Party at Fair Value

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 related party convertible promissory 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 $ 75.00 per warrant.

The note also allows for the conversion of the outstanding principal balance to be repaid in shares

of the Company’s common stock at a price of $ 166.50 per share at the election of the Sponsor, as adjusted for the Reverse Stock

As of December 31, 2025, the Company was in default in the repayment of the loan with principal outstanding of $ 1.9 million

classified as a current liability on the consolidated balance sheets.

Future Payments for the Company’s Outstanding Borrowings

of December 31, 2025, the contractual future minimum payments for the Company’s outstanding borrowing arrangements were as

follows (in thousands):

convertible note - related party

promissory note - related party

contractual obligations

— Commitments and Contingencies

Lease Obligations

August 1, 2022 the Company entered into a new lease agreement (the “Amended Lease”) whereby the Company agreed to rent its

office and lab facilities under month-to-month tenancy.

The monthly rent payable under the Amended Lease was $ 25 thousand.

This month-to-month

lease ended effective August 15, 2024.

in October 2024, the Company entered into a new lease agreement whereby the Company agreed to rent its office and lab facilities under

month-to-month tenancy.

The monthly rent payable under the new lease is also $ 25 thousand.

This month-to-month lease automatically renews

every four months, unless written termination is provided.

This lease agreement was terminated in November 2025.

December 2025, the Company was in negotiations with the landlord for its office and lab facilities (“Leased Premises”).

new lease agreement was executed in January 2026 with a termination date of February 28, 2027 with monthly payments of $ 33 thousand per

month through May 2026 and $ 10 thousand per month for the remaining nine months of the lease.

Concurrently, the Company entered into

several sublease agreements effective in December 2025 for a portion of the Leased Premises in exchange for $ 22 thousand per month.

sublease agreements are for six months.

Company’s short-term lease expense was $ 0.5 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively

and had immaterial sublease income in the year ended December 31, 2025.

Contingencies

and Indemnifications

time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities.

accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably

Significant judgment is required to determine both probability and the estimated amount.

an advisory agreement with The Benchmark Company, LLC, the Company may be required to pay up to an additional $ 0.3 million in advisory

As of the balance sheet date, this amount represents a contingent commitment that has not been recorded as a liability, as the

amount payable is currently not estimable, as it may be reduced by future services performed under the agreement.

the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties

and provide for general indemnifications.

The Company’s exposure under these agreements is unknown because it involves claims that

may be made against the Company in the future, but that have not yet been made.

To date, the Company has not paid any claims;

the Company may record charges in the future as a result of these indemnification obligations.

December 2025, the Company received a Notice of Entry of Judgment in connection with litigation brought by a vendor with claims for breach

of contract, which was ruled in favor of the vendor.

As of December 31, 2025, the Company had accrued approximately $ 0.1 million related

to the matter.

February 2026, the Company received a demand letter from counsel for a former employee for unpaid wages of approximately $ 0.2 million,

including statutory penalties, and the amount has been accrued for as of December 31, 2025.

The letter demands payment and states

that litigation may be initiated if the matter is not resolved.

8 — Stockholders’ Deficit

October 20, 2025, the Company amended its amended and restated certificate of incorporation to authorize 600,000,000 shares of common

stock, par value of $ 0.0001 per share and 1,000,000 shares of preferred stock, par value of $ 0.0001 per share.

share of common stock is entitled to one vote.

The holders of common stock are also entitled to receive dividends whenever funds are

legally available and when declared by the Board of Directors, subject to prior rights of the preferred stockholders.

As of December 31,

2025, no dividends have been declared to date.

Company reserved shares of common stock, as adjusted for the recapitalization (see Note 3) and for the Reverse Stock Split, on an as-converted

basis, for future issuance as follows:

Conversion of Series A preferred

Conversion of Series B preferred stock

Conversion of Series C/C-1 preferred stock

Outstanding options under 2025 Plan

Issuance of options under the 2025 Plan

Outstanding common stock warrants

Issuance of earnout shares

(1) These earnout shares exclude 12,916 shares allocated to Milestone III, as Milestone III expired as of December 31, 2025.

Preferred Stock

prior to the completion of the Company’s Business Combination, all of the Company’s then-outstanding shares of convertible

preferred stock were automatically converted into shares of Legacy Profusa common stock and, in connection with the Business Combination,

all shares of Legacy Profusa common stock underlying the convertible preferred stock were exchanged for shares of the Company’s

common stock.

preferred stock as of December 31, 2024 consisted of the following:

Issued and Outstanding

significant features of the convertible preferred stock were as follows:

holders of convertible preferred stock shares are entitled to vote on all matters on which the common stockholders are entitled to vote.

Each holder of convertible preferred stock is entitled to the number of votes equal to the number of common stock shares into which the

shares held by such holder could be converted as of the Record Date.

Holders of convertible preferred stock and common stock generally

vote as a single class.

of convertible preferred stock are entitled to receive dividends, when, as and if declared by the board of directors, at the annual rate

of 8 % of the original issue price, payable in preference and priority to any declaration or payment of any distribution on common stock

of the Company in such calendar year.

No distributions may be made with respect to the common stock unless dividends on the convertible

preferred stock have been declared and all declared dividends on the convertible preferred stock have been paid or set aside for payment

to the holders of the convertible preferred stock.

Dividends are noncumulative, and none were declared from inception to the Closing

the event of any liquidation, dissolution, or winding up of the Company, the holders of Series C/C-1 convertible preferred stock shall

be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the Series

B convertible preferred stock, the Series A convertible preferred stock or common stock, an amount per share for each share of Series

C/C-1 convertible preferred stock held by them equal to the sum of the liquidation preference amount of respective original issue price

per share, as adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification

or other similar event (“anti-dilution adjustments”) plus all declared but unpaid dividends on such shares.

Should the Company’s

legally available assets be insufficient to satisfy the liquidation preferences, the funds will be distributed with equal priority and

pro rata among the holders of Series C/C-1 convertible preferred stock in proportion to the preferential amount each holder is otherwise

entitled to receive.

full payment to holders of the Series C/C-1 convertible preferred stock, payment should be made to the holders of Series B convertible

preferred stock, in preference to the holders of the Series A convertible preferred stock or common stock, in the amount per share for

each share of Series B convertible preferred stock held by them equal to the original issue price of such share, adjusted for any anti-dilution

adjustments, plus all declared and unpaid dividends on such shares.

Should the Company’s legally available assets be insufficient

to satisfy the liquidation preferences, the funds will be distributed with equal priority and pro rata among the holders of Series B

convertible preferred stock in proportion to the preferential amount each holder is otherwise entitled to receive.

full payment to holders of the Series B convertible preferred stock, payment should be made to the holders of Series A convertible preferred

stock, in preference to the holders of the common stock, in the amount per share for each share of Series A convertible preferred stock

held by them equal to the original issue price of such share, adjusted for any anti-dilution adjustments, plus all declared and unpaid

dividends on such shares.

Should the Company’s legally available assets be insufficient to satisfy the liquidation preferences,

the funds will be distributed with equal priority and pro rata among the holders of Series A convertible preferred stock in proportion

to the preferential amount each holder is otherwise entitled to receive.

the payment to the holders of convertible preferred stock of the full preferential amounts specified above, the entire remaining assets

of the Company legally available for distribution by the Company shall be distributed with equal priority and pro rata among the holders

of the common stock and holders of convertible preferred stock as-if-converted to common stock basis in proportion to the number of shares

of common stock held by them.

share of convertible preferred stock is convertible, at the option of the holder, into the number of fully-paid and non-assessable shares

of common stock that result from dividing the applicable original issue price per share by the applicable conversion price per share

at the time of conversion, as adjusted for any anti-dilution adjustments or recapitalizations.

If, after the issuance date of convertible

preferred stock, the Company issues or sells, or is deemed to have sold, additional shares of common stock at a price lower than the

original issuance price, except for certain exceptions allowed, the conversion price of convertible preferred stock would be adjusted.

As of December 31, 2024, the Company’s convertible preferred stock was convertible into the Company’s shares of common stock

as adjusted for the Exchange Ratio and the Reverse Stock Split.

share of convertible preferred stock is convertible into common stock automatically upon the earlier of (i) immediately upon the closing

of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended,

covering the offer and sale of any class or security of the Company in which (a) the gross offering price per share reflects a pre-offering

valuation of the Company of not less than $ 200 million, calculated on a fully-diluted and as-converted basis before giving effect to

the issuance of the securities to be sold in such public offering, and (b) the cash proceeds to the Company (net of underwriting discounts

and commissions) are at least $ 50 million (a “Qualified IPO”);

or (ii) the Company’s receipt of a written request for

such conversion from at least a majority of holders of the then outstanding shares of convertible preferred stock, voting as a single

class on an as-if-converted basis.

Sheet Classification

preferred stock was recorded in mezzanine equity because while it was not mandatorily redeemable, it became redeemable at the option

of the stockholders upon the occurrence of certain deemed liquidation events that are considered not solely within the Company’s

9 — Common Stock Warrants

of December 31, 2025, the Company has four classes of warrants totaling 17,536,750 , consisting of 9,487,500 Public Warrants, 7,347,500

Private Placement Warrants, 569,250 Representative’s Warrants, and 132,500 HCW Warrants.

Each warrant is exercisable into 1/75

of a share, but only whole shares of common stock can be issued.

Exercise price Expiration date Number of shares underlying warrants

Public Warrants $ 862.50 7/11/2030 126,500

Private Placement Warrants $ 862.50 7/11/2030 97,966

Representative’s Warrants $ 862.50 7/11/2030 7,590

HCW Warrants $ 0.75 7/11/2030 1,766

following table summarizes the warrant activity for the year ended December 31, 2025:

of common stock warrants

average exercise price

remaining contractual term

intrinsic value

Outstanding January 1, 2025

Assumption of

warrants as part of reverse recapitalization

Issuance of warrants

Exercise of warrants

Outstanding December

to the Closing Date, the Company did not have any common stock warrants outstanding.

part of Northview’s IPO, Northview issued the Public Warrants to third-party investors, where the exercise of 75 warrants entitled

the holder to purchase one share of the Company’s common stock at an exercise price of $ 862.50 per whole share.

Simultaneously

with the closing of the IPO, Northview completed the private sale of 7,347,500 Private Placement Warrants where the exercise of 75 warrants

entitled the holder to purchase one share of the Company’s common stock at an exercise price of $ 862.50 per whole share.

Additionally,

Northview granted underwriters 569,250 warrants where the exercise of 75 warrants entitled the holder to purchase one share of the Company’s

common stock at an exercise price of $ 862.50 per whole share at the closing of the IPO.

The shares underlying these common stock warrants

have been adjusted for the Reverse Stock Split.

No fractional shares are to be issued for the exercise of these Northview Warrants.

Public Warrants became exercisable 30 days after the consummation of the Business Combination.

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.

The Private 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 the period ended December 31, 2025.

Public Warrants were initially classified as a derivative liability instrument.

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).

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 consolidated statement of operations at each reporting period until they are exercised.

Note 4 for further detail.

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 1,766 shares of New Profusa Common Stock at an exercise

price of $ 0.75 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

Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

determined the initial fair value using a Black Scholes pricing model.

The initial fair value was $ 0.3 million.

fair value of the HCW Warrants was estimated using the following assumptions in the Black-Scholes option pricing model:

interest rate

term (in years)

dividend yield

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 $ 100.0 million 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 December 31, 2025, approximately

$ 10.3 million in shares of its Common Stock was sold pursuant to the Purchase Agreement.

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.

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 “ELOC Warrants”) to purchase up to 12,000 shares of Common Stock (the “ELOC Warrant Shares”).

The ELOC Warrants have an exercise price of $ 0.75 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 U.S.

GAAP accounting for standby equity

purchase agreements (“SEPA”).

fair value of the ELOC Warrants was estimated using the following assumptions in the Black-Scholes option pricing model:

Expected volatility

Risk-free interest rate

Expected term (in years)

Expected dividend yield

ELOC warrants were determined to not meet the Step 2 indexation criteria in ASC 815-40-15-7 and are therefore liability classified.

issuance fees associated with the SEPA or ELOC, including warrant-related costs, are expensed upfront.

The associated equity classified

warrants were not remeasured after initial issuance, and as of December 31, 2025, these warrants were exercised and all 12,000 shares

of common stock were issued, as adjusted for the Reverse Stock Split.

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 measurable.

The Company records the actual cash received for each

draw, as this is clearly measurable and traceable.

— Stock Option Plan

2010, Legacy Profusa adopted the 2010 Equity Incentive Plan (the “2010 Plan”) under which 26,666 shares, as adjusted for

the Reverse Stock Split, 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 61,819 shares, as adjusted for the Reverse Stock Split,

at the time of the Business Combination.

In October 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”),

that will replace the 2010 Plan.

All previously issued options under the 2010 Plan will be held under the new plan, with no additional

impact to the option holders.

Options granted under the 2025 Plan may be either incentive stock options (“ISO”) or nonqualified

stock options (“NSO”).

ISOs may be granted only to Company employees, including officers and directors who are also employees.

NSOs may be granted to Company employees, consultants and advisors.

As of December 31, 2025, the total authorized and issuable shares

under the 2025 Plan available for grant was 100,386 shares, as adjusted for the Reverse Stock Split.

the Closing, all outstanding Legacy Profusa options converted into options exercisable for shares of 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

The mechanism of conversion resulted in the fair value of each option prior to the Closing equal to the fair value of each option

All stock option activity presented in these statements has been retrospectively adjusted to reflect the conversion and the Reverse

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 .

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

Options Outstanding

Stock Option Activity Number of Options Weighted-Average Exercise Price Per Share Weighted-Average

Contractual Term

Balances at December 31, 2024 13,705 $ 87.00 3.00

Options granted 7,194 273.47

Options expired ( 933 ) 49.92

Options cancelled/forfeited ( 1,076 ) 194.45

Options settled for promissory note ( 6,363 ) $ 67.30

Balances at December 31, 2025 12,527 $ 231.81 6.94

Exercisable at December 31, 2025 9,906 $ 244.91 5.45

Vested and expected to vest at December 31, 2025 12,527 $ 231.81 6.94

fair value of the stock options granted was estimated using the following assumptions in the Black-Scholes option pricing model:

Expected volatility 78.9 %

Risk-free interest rate 4.4 %

Expected term (in years) 10

Expected dividend yield — %

options were exercised during the years ended December 31, 2025 and 2024.

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.

total fair value of options vested for the years ended December 31, 2025 and 2024 was $ 0.2 million and less than $ 0.1 million,

respectively.

of December 31, 2025, the total unrecognized stock-based compensation expense for stock options was $ 2.7 million which is expected

to be recognized over a weighted-average period of 3.9 years.

On the grant date, the 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.

Promissory Notes to Early Exercise Stock Options

2018, one of the Company’s executives early exercised 6,363 of his stock options by issuing a promissory note to the Company.

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 incremental stock-based compensation expense.

As of December 31, 2024 these options were fully vested and upon

the closing of the Business Combination, these options were issued at the exchange ratio of .

3459 and as adjusted for the Reverse Stock

Split for 6,363 shares of common stock.

Compensation Expense by Function

following table is a summary of stock compensation expense by function recognized for the year ended December 31, 2025 and 2024

(in thousands):

Ended December 31,

administrative

and development

stock-based compensation

in stock based compensation for the year ended December 31, 2025 is due to incremental grants in the year and the settlement of early

exercised options by an executive of the company as a result of the Business Combination.

— Related Party Transactions

Company has funded its operations to date primarily through private sales of convertible preferred stock, convertible notes, loans payable

and promissory notes.

These investments have included various related parties.

The following table presents the various significant related

party transactions and investments in the Company for the periods presented (in thousands):

Nature of December 31,

Related Party relationship Description of investment or transaction 2025 2024

Tasly Shareholder Convertible note held at fair value (1) $ 2,290 $ 2,234

NVAC Sponsor I, LLC Shareholder Convertible note held at fair value (1) $ 1,870 $ —

The founders Shareholder Promissory notes (1) $ 400 $ 850

Various individuals and entities Shareholder Convertible note payable (1) $ — $ 22,822

NVAC Sponsor I, LLC Shareholder Due to from Related Party (2) $ 41 $ —

(1) See Note 6 for full disclosures on debt, including the convertible notes payable, loans payable and promissory notes.

(2) As of December 31, 2025, $ 41 thousand relating to an administrative service fee remains outstanding which originated from the net assets of the Northview balance sheet that was brought over at the time of the merger at fair value and has had no change.

— Net Loss per Share Attributable to Common Stockholders

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.

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):

Ended December 31,

average shares used to computing basic and diluted net loss per share

share attributable to common stockholders - basic and diluted:

following outstanding shares of potentially dilutive securities, as adjusted for the recapitalization 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:

Ended December 31,

preferred stock

notes payable

party convertible notes payable at fair value (1)

payable - held at fair value (2)

to purchase common stock

(1) Includes the assumed issuance of 15,903 shares of common stock for the conversion of the related party Tasly Convertible Notes at $ 144.00 per share and assumed issuance of 11,231 shares of common stock for the conversion of the related party convertible promissory notes at $ 166.50 per share.

(2) Includes the assumed issuance of 1,625,800 shares of common stock at the conversion price of $ 4.85 per share for the Ascent PIPE Notes, taking 95 % of the lowest closing share price in the 10 trading days preceding December 31, 2025.

(3) These earnout shares exclude 12,916 shares allocated to Milestone III, as Milestone III expired as of December 31, 2025.

— Income Taxes

Company’s net deferred tax assets are as follows:

Deferred tax asset/(liability)

Organizational costs/Startup expenses

Unrealized gain/loss - Trust

Net deferred tax asset

Valuation allowance

Deferred tax (liability), net of allowance

income tax provision consists of the following:

Change in valuation allowance

Income tax provision

of December 31, 2024 and 2023, the Company had $ 0 in U.S.

federal net operating loss carryovers available to offset future taxable income.

assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all

of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of

future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies

in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty

exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

years ended December 31, 2024 and 2023, the change in the valuation allowance was $ 258,284 and $ 203,712 .

A reconciliation of the federal income tax rate

to the Company’s effective tax rate is as follows:

Statutory federal income tax rate

Prior Year Trueup

Change in fair value of warrant liabilities

Business combination expenses

Penalties and interest

following table presents the principal reasons for the difference between the effective tax rate and the federal statutory income tax

rate (in thousands):

December 31, 2025

income (loss)

tax, net of federal benefit

gain on warranty liability

permanent differences

year true-up on deferred taxes

and development tax credits

of valuation allowance

income tax rate

reconciliation of the U.S.

statutory income tax rate to our effective tax rate for Income from continuing operations, prior to the adoption

of ASU 2023-09 and as previously disclosed, follows:

December 31, 2024

Pretax income/(Loss)

State Tax, net of federal benefit

Permanent difference

PY true-up on deferred taxes

Change of Valuation Allowance

Effective Income Tax Rate

components of the provision for income taxes are as follows (in thousands):

Change in valuation allowance

Income tax provision

The Company files income tax returns in the U.S.

federal, New York and New York City jurisdictions and is subject to examination by the various taxing authorities since inception.

10 – Segment Information

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.

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.

The 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) income and total assets, which include the following:

Trust Account

General and administrative expenses

$ ( 1,351,038 )

$ ( 1,508,683 )

Interest earned on the Trust Account

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 period.

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.

Note 11 – Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

Based on the Company’s

review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial

statements, other than as previously disclosed, and as described below.

On February 11, 2025, 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 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”).

On March 21, 2025, the Sponsor and its designees

have now agreed to contribute an amount (the “Revised Contribution Amount”) equal to $ 30,000 for the entire Extension Period.

All funds in the Company’s trust account, including those funds deposited in connection with the Revised Contribution Amount, will

be held in an interest-bearing demand deposit account at a bank until the earlier of the consummation of the Company’s initial business

combination or liquidation.

The Revised Contribution Amount will be deposited in the Company’s trust account promptly at the beginning

of the Extension Period.

The Company announced that is has 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 will not

be 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 no 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 announced that is has 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 will not be 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

Prior to such announcement, and subsequent to

the record date of February 21, 2025, for the Special Meeting, the Company withdrew approximately $ 23,400 of interest from the trust account

for tax expenses.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

NORTHVIEW ACQUISITION CORP.

/s/ Jack Stover

Chief Executive Officer

March 28, 2025

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities

and on the dates indicated.

/s/ Jack Stover

Chief Executive Officer and Director

March 28, 2025

(Principal Executive Officer)

/s/ Fred Knechtel

Chief Financial Officer, Executive Vice

March 28, 2025

Fred Knechtel

President, Director

(Principal Financial and Accounting Officer)

/s/ Peter O’Rourke

March 28, 2025

Peter O’Rourke

/s/ Ed Johnson

March 28, 2025

/s/ Lauren Chung

March 28, 2025

tax provision

components of the Company’s deferred tax assets as of December 31, 2025 and 2024 were as follows (in thousands):

Deferred tax assets:

expenses and other

over tax depreciation

R&D and trademarks

gain/loss oncrypto assets

operating loss carryforward

credit carryforward

start-up costs

Valuation allowance

deferred tax assets:

income tax expense was recorded during the years ended December 31, 2025 and 2024.

of December 31, 2025, the Company has Federal and state net operating losses of approximately $ 137.8 million and $ 132.5 million, respectively.

The federal and state net operating loss carryforwards begin to expire in 2029.

Federal net operating losses generated in tax years 2018

or thereafter have an indefinite carryforward period.

The amount of Federal net operating loss that does not expire is $ 114.6 million.

of December 31, 2025, the Company has federal and state tax credit carryforwards of approximately $ 2.1 million and $ 1.8 million, respectively.

The federal tax credit carryforwards begin to expire in 2032.

The state tax credit carryforwards carryforward indefinitely.

believes that, based upon a number of factors, which include the Company’s historical operating performance and accumulated deficit,

it is more likely than not that the deferred tax assets will not be utilized.

Therefore, the Company has recorded a full valuation allowance

against its deferred tax assets.

Revenue Code (IRC) section 382 limits the use of net operating loss and tax credit carryforwards in certain situations where changes

occur in stock ownership of a company.

The annual limitation may result in the expiration of the Company’s net operating loss and

tax credit carryforwards prior to utilization.

The Company has not completed an IRC section 382 study as of December 31, 2025.

liability related to uncertain tax positions is recorded in the consolidated financial statements.

Company accrues for interest and penalties as part of income tax expense.

As of December 31, 2025 and 2024, the Company has not accrued

interest and/or penalties.

Company files tax returns in the U.S.

Federal, California and various states.

Due to the Company’s net operating losses, its Federal

and state income tax returns remain subject to examination since inception.

As of December 31, 2025, there are no ongoing tax examinations.

March 27, 2020, Congress passed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”).

The act contains many

tax incentives intended to assist companies and individuals during the COVID-19 outbreak.

The Company received Paycheck Protection Program

Loans during the years ended December 31, 2021 and December 31, 2020 of $ 1.3 million and $ 1.2 million, respectively.

The Company had

$ 1.4 million and $ 1.4 million of Paycheck Protection Program loans outstanding, inclusive of accrued interest, as of December 31, 2025

and 2024 respectively.

The principal balance of the outstanding PPP Loan was $ 1.3 million as of December 31, 2025 and 2024.

Consolidated Appropriations Act, 2021, which was enacted on December 27, 2020, has expanded, extended, and clarified selected CARES Act

provisions, specifically on Paycheck Protection Program loans and Employee Retention Tax Credits, 100 % deductibility of business meals

as well as other tax extenders.

The Consolidated Appropriations Act did not have a material impact on the Company’s tax provision

for the years ended December 31, 2025 or 2024.

August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into federal law.

IRA, among other things, imposes

a nondeductible 1 % excise tax after December 31, 2022 on the fair market value of certain stock that is “repurchased” by

a publicly traded U.S.

corporation or acquired by certain of its subsidiaries.

The taxable amount is reduced by the fair market value

of certain issuances of stock throughout the year.

The Company does not expect this tax law change to have a material impact on its consolidated

financial position;

however, it will continue to evaluate its impact as further information becomes available.

If average annual adjusted

financial statement income exceeds $ 1 billion over a 3-taxable-year period, IRA also imposes a 15 % corporate alternative minimum tax

on adjusted financial statement income for taxable years beginning after December 31, 2022.

Registrant does not expect to incur this

tax in the foreseeable future.

July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was signed into federal law.

Among other things, the Act extends

or makes permanent several of the tax law changes enacted as part of the Tax Cuts and Jobs Act of 2017.

The Act leaves the U.S.

tax rate unchanged at 21 %.

The Company continues to evaluate the provisions of the new tax law and the potential impact, on its financial

statements as the U.S.

Treasury and the IRS issue further guidance.

Registrant does not expect the Act to have a material impact on its

financial position, results of operations and/or cash flows.

Company operates as one operating segment.

The Company’s CODM is its Chief Executive Officer , Ben Hwang, who reviews financial

information presented on a consolidated net loss basis as reported on the consolidated statement of operations in order to make decisions

about allocating resources and assessing performance for the entire Company.

The CODM also utilizes the Company’s long-range plan,

which includes product development roadmaps and long-range financial models, as a key input to resource allocation.

The CODM function

approves 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.

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 statements of operations.

The CODM reviews significant expenses within both the research and development and the general and administrative categories.

Other segment

items within net loss include interest income, interest expense, gain (loss) on change in fair value of convertible notes, gain on the

change in fair value of warrant liabilities, loss on change in fair value of digital assets, financing costs and other income.

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

Ended December 31,

Government grant

Operating expenses:

Research personnel

compensation costs, including stock-based compensation

CRO and regulatory

Administrative

personnel compensation costs, including stock-based compensation

Rent and office

Legal and accounting

Transaction costs

Other expenses (1)

Total segment expenses

Loss from operations

Gain (loss) on

change in the fair value of convertible notes

Gain on the change

in fair value of warrant liabilities

Loss on change

in fair value of digital assets

Interest expense (including related parties amounts of $ 1,330 and $ 2,400 for the years ended December 31, 2025 and 2024, respectively)

Financing costs

Total other expense, net

(1) Other expenses includes public relations costs, insurance costs, accounting fees, and small balances of research materials and supplies.

Company has no significant long-lived assets recognized on the consolidated balance sheets.

The measure of segment assets is reported

on the consolidated balance sheets as total consolidated assets.

— Subsequent Events

Company has evaluated its subsequent events as of December 31, 2025, through the date these consolidated financial statements were

issued and has determined that there are no subsequent events requiring disclosure in these consolidated financial statements other than

the items noted below.

January 26, 2026, the Company granted 14,648 stock options to the Company’s Board of Directors, with a strike price of $ 26.25 ,

as adjusted by the Reverse Stock Split.

A portion of these awards vest on the 1 year anniversary of the Closing Date, and the remaining

awards vest in three equal installments, with each installment vesting at the anniversary of the grant date over the next three years.

January 27, 2026, the Company executed a 15 month lease agreement for its office and lab facilities for a total consideration of $ 0.3

million to be paid over the lease term.

February 11, 2026, the Company entered into a know-how license agreement (the “License Agreement”) with Mayo Foundation for

Medical Education and Research (“Mayo”).

Under the License Agreement, Mayo granted the Company an exclusive, worldwide license

(with the right to sublicense) to certain patent rights and a non-exclusive license to related know-how in the fields of continuous oxygen

measurement tools and Critical Limb-Threatening Ischemia (“CLTI”), including use with the Company’s Lumee product and

future versions.

The License Agreement has a term ending upon the later of the expiration of the last relevant patent or the 15th anniversary

of the first commercial sale of the last launched licensed product, after which the license becomes fully paid-up if the Company has

met its obligations.

will provide reasonable access to its investigators to facilitate know-how transfer.

Sublicensing requires Mayo’s prior written

approval and must meet specified conditions.

Financial terms include royalties on net sales of licensed products, milestone payments

upon achievement of specified development and commercialization events, and a share of sublicense income.

The Company is required to

provide regular royalty reports and maintain records subject to audit.

February 11, 2026, the Company was notified that the PPP Loan 2 had been forgiven.

The Company will recognize a gain on the extinguishment

of the PPP Loan 2 in the first quarter of 2026.

On February 10, 2026, the Company sold 3 Bitcoins at a price of $ 69,222

per Bitcoin for an aggregate amount of $ 0.2 million.

On February 17, 2026, the Company sold 5.5 Bitcoins at a price of $ 67,156 per Bitcoin

for an aggregate amount of $ 0.4 million.

On March 11, 2026, the Company’s management made the determination to terminate the Company’s

Bitcoin treasury reserve strategy in light of current market conditions and the Company’s evaluation of its capital allocation priorities.

On March 13, 2026, the Company sold the remaining balance of 8.01 Bitcoins, at a price of $ 71,457 per Bitcoin for an aggregate amount

of $ 0.6 million.

February 2026, the Company received a demand letter from counsel for a former employee for unpaid wages of approximately $ 0.2 million,

including statutory penalties, and the amount has been accrued for as of December 31, 2025.

The letter demands payment and states

that litigation may be initiated if the matter is not resolved.

During the months February through April 2026,

the Company issued 481,439 shares of the Company’s common stock in exchange for $ 0.8 million under the ELOC Purchase Agreement;

issued 2,696,907 shares of the Company’s common stock for settlement of $ 1.9 million of principal and interest on the Company’s loans payable,

and cancelled 130 shares of common stock due to the settlement of fractional share issuances.

On March 20, 2026, the related party convertible promissory note was

amended to extend the maturity date from January 11, 2026 to December 31, 2026.

On April 6, 2026, the Company amended the note to update

the conversion price to $ 0.76 per share and concurrently approved the conversion of the entire outstanding principal balance of $ 1.9 million

into 2,460,257 shares of its common stock to the holders.

March 11, 2026, the Company received a staff determination letter from Nasdaq indicating that Profusa has not regained compliance with

the Minimum Bid Price Requirement.

Nasdaq previously provided a 180-day compliance period that expired on March 10, 2026;

did not regain compliance by that date.

As a result, the Company’s securities are subject to delisting from The Nasdaq Global Market.

In addition, Nasdaq indicated in its March 11, 2026 letter that the Company also did not regain compliance with the MVLS Requirement

by March 10, 2026.

Nasdaq stated that this MVLS deficiency is an additional basis for delisting.

The Company exercised its right to appeal

the delisting decision, and was notified on March 19, 2026 that the delisting action has been stayed.

Profusa’s hearing with the

Nasdaq Hearings Panel is scheduled for April 21, 2026.

On April 2, 2026, the Company entered into Amendment No.

4 to its PIPE Subscription Agreement and related Pledge Agreement with Ascent.

Under Amendment No.

4, the Company may request additional funding with an aggregate principal amount of up to $ 12.2 million, subject to

the terms and conditions of the amended agreements.

Amendment No.

4 also modified certain terms of the related Pledge Agreement, including revising the release condition to provide that

the applicable release condition will be satisfied upon payment in full, whether in cash or through conversion, of an aggregate principal

amount of $ 1.7 million of notes issued in the additional closings expected to occur on or shortly after April 2, 2026.

In addition, the

Company and Ascent agreed that any mandatory prepayment amounts received under the notes will first be applied to obligations related

to such additional notes and thereafter to certain previously issued secured convertible promissory notes.

In connection with the additional closing on April 2, 2026, the Company issued as Ascent PIPE Note with an aggregate principal amount

of $ 0.6 million and a warrant to purchase 1,111,111 shares of the Company’s common stock at an initial exercise price of $ 0.50 per

The note matures on April 2, 2027, bears interest at 12 % per annum and is convertible into shares of the Company’s common

stock, subject to the terms of the note.

The warrant contains customary terms and provisions for instruments of this nature.

On March 31, 2026 (as amended and restated on April 3, 2026), the Company entered into a non-binding letter of intent

with Bio Insights LLC (“Bio Insights”) to acquire certain assets, including the PanOmics assay and related know-how, for aggregate

consideration of $ 30.0 million, payable entirely through the issuance of equity securities of the Company, including common stock and

convertible preferred stock.

In connection with the proposed transaction, Bio Insights would be entitled to receive royalty payments equal

to 3 % of net revenues, payable annually following completion of audited financial statements.

The proposed transaction remains subject

to the execution of definitive agreements, stockholder approval, and other customary closing conditions.

Note 16 — Revision of Third Quarter 2025 - Unaudited

The Company identified certain misstatements in the accounting for

the reverse recapitalization transaction with Northview in the third quarter of 2025 that were reflected in the Company’s Form 10-Q

filed for the period ended September 30, 2025.

Specifically, the Company (i) incorrectly recognized a liability of $ 3.9 million for the

PIPE Subscription Agreement as of the Closing Date, and (ii) omitted the extinguishment of a $ 49 thousand liability related to a pre-existing

short-term related party loan between Profusa and Northview.

The PIPE Subscription Agreement represents a loan commitment issuable at

the Company’s discretion and therefore qualifies for the scope exception under ASC 815, Derivatives and Hedging .

of the incorrectly recognized liability for the PIPE Subscription Agreement at closing of the Business Combination, the change in fair

value of the Ascent PIPE Notes for the reporting period was incorrectly determined.

The fair value adjustment method was correct under

the accounting model applied, however the change in fair value was incorrect as a result of the incorrect balance recorded at when recognizing

the Business Combination.

The Company evaluated the materiality of these errors on the prior

period unaudited consolidated financial statements in accordance with SEC Staff Accounting Bulletin (“SAB”) No.

1M), “Materiality,” and SAB No.

108 (Topic 1N), “Considering the Effects of Prior Year Misstatements when Quantifying

Misstatements in Current Year Financial Statements,” and concluded that the related impacts were not material to the three and nine

months ended September 30, 2025.

The Company will reflect this correction in the third quarter of 2025 comparative financial statements

presented in the Company’s third quarter 2026 filing.

The following tables present the effects of the

aforementioned revisions on the Company’s condensed consolidated balance sheets as of September 30, 2025:

September 30, 2025

As previously

Accounts payable

Total current liabilities

Total liabilities

Additional paid-in capital

Accumulated deficit

Total stockholders’ deficit

The following tables present the effects of the

aforementioned revisions on the Company’s condensed consolidated statements of operations and comprehensive loss for the three and nine

months ended September 30, 2025:

Three months ended

September 30, 2025

Nine months ended

September 30, 2025

As previously

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

Total other expense, net

Net loss and comprehensive loss

Net loss per share, basic and diluted

The following tables present the effects of the

aforementioned revisions on the Company’s condensed consolidated statements of changes in stockholders’ deficit for the three and nine

months ended September 30, 2025:

Three and nine months ended

September 30, 2025

As previously

Issuance of common stock to Northview stockholders as a result of the merger

The following tables present the effects of the

aforementioned revisions on the Company’s condensed consolidated statements of cash flows for the nine months ended September 30, 2025:

Nine months ended

September 30, 2025

As previously

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

Supplemental noncash financing information:

Assumption of net liabilities of Northview

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-K

Item 9A. Controls and Procedures