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Item 1. Financial Statements

2026-05-15 compared with 2025-11-19 · 869 added, 1499 removed, 168 unchanged (93% of the section changed)

1 unchanged sentence

PROFUSA, INC.

AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

September 30,

Current assets:

2 unchanged sentences

Total current assets

Deferred offering costs

Property and equipment, net

Other non-current assets

Right-of-use asset

Liabilities and Stockholders’ Deficit

2 unchanged sentences

Excise tax payable

Accrued liabilities

Accrued expenses and other current liabilities

Due to related party

Convertible notes payable

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

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

Convertible notes payable and loans payable at fair value

Promissory notes and other

Convertible and promissory notes payable to related parties

Total current liabilities

Warrant liabilities at fair value

Loans payable - related party at fair value

Loans payable at fair value

Total liabilities

Commitments and contingencies (Note 6)

Convertible Preferred Stock:

Series A convertible preferred stock:

$ 0.0001 par value – 0 shares authorized.

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

Series B convertible preferred stock:

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

Series C/C-1 convertible preferred stock:

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

Total convertible preferred stock

Stockholders’ Deficit:

Undesignated preferred stock:

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

$ 0.0001 par value – 1,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2026 and December 31, 2025

Common stock:

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

$ 0.0001 par value – 600,000,000 authorized shares at March 31, 2026 and December 31, 2025;

2,380,023 and 1,232,052 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

2 unchanged sentences

Total liabilities and stockholders’ deficit

The accompanying notes are an integral part of

these condensed consolidated financial statements.

The accompanying notes are

an integral part of these condensed consolidated financial statements.

PROFUSA, INC.

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Three Months Ended

September 30,

Nine Months Ended

September 30,

Government grant revenue

Operating expenses:

3 unchanged sentences

Loss from operations

Other income (expense)

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

Gain on the change in fair value of warrant liabilities

Loss on the change in fair value of digital assets

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

Other income (expenses)

Loss on change in the fair value of convertible notes

Gain on change in fair value of warrant liabilities

Loss on disposal of digital assets

Interest expense (including related parties amounts of $ 5 and $ 609 for the three months ended March 31, 2026 and 2025, respectively)

Gain on extinguishment of PPP loan

Financing costs

Other income (expense)

Total other expense, net

Net loss and comprehensive loss

Total other income (expense), net

Net loss per share, basic and diluted

Weighted-average common shares outstanding, basic and diluted

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

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

2024, respectively.

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

The accompanying notes are an integral part of

these condensed consolidated financial statements.

The accompanying notes are

an integral part of these condensed consolidated financial statements.

PROFUSA, INC.

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2025 (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

Series A Convertible

Preferred Stock

Series B Convertible

Preferred Stock

Series C/C-1 Convertible

Preferred Stock

Stockholders’

at January 1, 2025 (1)

Stock-based compensation expense

March 31, 2025

Balance at January 1, 2026

$ ( 160,781 )

Issuance of shares in connection with exercise of ELOC

Issuance of shares in connection with the conversion of

the PIPE note

Stock-based compensation expense

June 30, 2025

Conversion of preferred stock into

Balance at March 31, 2026

$ ( 164,237 )

Balance at January 1, 2025

$ ( 124,958 )

$ ( 119,205 )

Common stock issued to employees

Stock-based compensation expense

Conversion of debt to common shares

in connection with the merger

Issuance of common stock to Northview

stockholders as a result of the merger

Issuance of inducement shares to

related party in connection with the merger

Issuance in shares in connection

with exercise of ELOC

Issuance of warrants in connection

with exercise of ELOC Warrants

Issuance in shares in connection

with exercise of ELOC Warrants

Issuance of warrants to financial

advisor in connection with the merger

September 30, 2025

(1) Retroactively restated for the reverse recapitalization as described

The accompanying notes are an integral part of

these condensed consolidated financial statements.

PROFUSA, INC.

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2024 (UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

Preferred Stock

Stockholders’

at January 1, 2024

compensation expense

at March 31, 2024

compensation expense

at June 30, 2024

compensation expense

at September 30, 2024

(1) Retroactively restated for the reverse recapitalization as described

Balance at March 31, 2025

$ ( 127,674 )

$ ( 121,916 )

The accompanying notes are an integral part of

1 unchanged sentence

PROFUSA, INC.

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

For the nine months ended,

Three Months Ended

Cash flows from operating activities

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

Non-cash interest expense

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

Noncash issuance of inducement shares in connection with the merger

Noncash issuance of warrants associated with ELOC costs

Stock-based compensation expenses

Noncash interest expense

Gain on extinguishment of debt

Loss on change in fair value of convertible notes

Stock-based compensation expense

Gain on change in fair value of warrant liabilities

Loss on change in fair value of digital assets

Loss on disposal of digital assets

Changes in assets and liabilities:

Other receivables

Prepaid expenses and other current assets

1 unchanged sentence

Accounts payable

Accrued liabilities

Accrued expenses and other current liabilities

Net cash used in operating activities

Cash flows from investing activities

Purchase of digital assets

Net cash used in investing activities

Sale of digital assets

Purchase of property, plant and equipment

Net cash provided by investing activities

Cash flows from financing activities

Proceeds from issuance of notes

Proceeds from ELOC

Proceeds from issuance of loans payable

Proceeds from issuance of convertible loan

Net cash received from the reverse recapitalization

Repayment of convertible notes

Repayment on convertible notes, promissory notes and loans payable

Proceeds from issuance of senior notes

Payment of deferred offering costs

Net cash provided by financing activities

Net increase (decrease) in cash

Net decrease in cash

Cash at the beginning of the period

1 unchanged sentence

Supplemental disclosures of non-cash investing and financing information:

Assumption of net liabilities of Northview

Issuance in shares in connection with convertible note

Increase (decrease) in unpaid deferred offering costs

Issuance in shares in connection with ELOC transaction costs

Issuance of warrants in connection with ELOC costs

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

Conversion of preferred stock into common stock

Issuance of HCW warrants in lieu of cash payment

Conversion of debt to equity

Supplemental disclosure of cash flow information:

Cash paid for interest

Cash paid for taxes

Operating lease right-of-use assets obtained in exchange for operating lease liabilities

Unpaid deferred offering costs

The accompanying notes are an integral part of

1 unchanged sentence

PROFUSA, INC.

AND SUBSIDIARY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

Note 1 — Organization, Description of Business, Going Concern

and Significant Risks and Uncertainties

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization, Description of Business,

Going Concern and Significant Risks and Uncertainties

Description of Business

Profusa, Inc.

(the “Company”) was incorporated in the state

of California on May 11, 2009 .

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

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

The Company’s technology enables the development of bioengineered

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

and medical use.

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

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

The Lumee™ Oxygen Platform has been designed for

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

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

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

and reconstructive surgery.

The Company’s research and development efforts are primarily

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

and long-term.

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

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

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

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

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

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

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

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

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

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

The consummation of the Business Combination involved the merger

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

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

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

As a result of the

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

In connection with the closing of the Business

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

(the “Company”), originally

incorporated in California on May 11, 2009 , develops biointegrated sensors designed to provide continuous, clinical-grade monitoring

of body chemistry for personal and medical use.

The Company’s first offering in the European

Union, the Lumee™ Oxygen Platform, monitors tissue oxygen levels and is intended for applications such as peripheral artery disease,

chronic wounds (including diabetic ulcers and pressure sores), and reconstructive surgery.

The Company’s research and development

efforts are primarily focused on the Lumee™ Glucose Platform, a continuous glucose monitor (“CGM”) consisting of a

biocompatible gel injected under the skin that monitors interstitial glucose levels for several months from a single injection, offering

an alternative to traditional finger-stick glucometers and short-term needle-type CGMs.

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

NorthView Acquisition Corporation (“Northview”) consummated its business combination (the “Business Combination”)

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

dated November 7, 2022 (as amended, the “Merger Agreement”), among Northview, Legacy Profusa, and NV Profusa Merger Sub Inc.,

a wholly-owned Delaware subsidiary of Northview (“Merger Sub”).

At closing, Merger Sub merged with and into Legacy Profusa

(the “Merger”), with Legacy Profusa surviving as a wholly-owned subsidiary of Northview.

In connection with the closing,

Northview changed its name to “Profusa, Inc.”

Going Concern

The Company has incurred significant net operating losses from operations.

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

For the nine months ended September

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

Management expects to continue to incur additional substantial losses in the foreseeable future as a result of research and

development activities.

The Company has been able to finance its operations primarily with the proceeds from the issuance of equity and

debt instruments and to a lesser extent, revenues from government grants.

Additional funds may be necessary to maintain current operations

and will be required for successful product commercialization efforts.

The Company’s condensed consolidated financial statements have

been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal

course of business.

The Company has reviewed the relevant conditions and events surrounding its ability to continue as a going concern

including among others:

historical losses, projected future results, increased tariffs, cash requirements for the upcoming year, funding

capacity, net working capital deficit, and future access to capital.

On February 11, 2025, NorthView executed a Securities Purchase

Agreement (the “PIPE Subscription Agreement”) with Ascent Partners Fund LLC (“Ascent” or together with any party

who may become party to the PIPE Subscription Agreement, the “PIPE Investors”).

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

At the Closing and pursuant to the PIPE Subscription Agreement,

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

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

Management believes this liquidity is not sufficient to

alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern

within one year from the date the condensed consolidated financial statements are issued.

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

Agreement and the Equity Line of Credit (“ELOC”) Registration Rights Agreement (the “ELOC Registration Rights Agreement”)

with Ascent (the “Committed Equity Facility”).

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

in the PIPE Subscription Agreement, from and after the effective date, the Company will have the right, in its sole discretion, to

sell to Ascent up to $ 100,000,000 of shares of the Company’s common stock, par value $ 0.0001 per share (“Common Stock”),

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

of Common Stock by the Company to Ascent under the Purchase Agreement, and the timing of any such sales, are solely at the Company’s

option, and the Company is under no obligation to sell any securities to Ascent under the Purchase Agreement.

As of September 30, 2025,

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

The Company has entered into

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

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

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

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

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

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

The Company has a buy-and hold investment strategy;

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

The Company is currently working towards meeting regulatory

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

In addition to

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

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

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

Subsequent to the Closing, there continue to be factors which raise

substantial doubt about the Company’s ability to continue as a going concern within one year from the date the condensed consolidated

financial statements are issued.

The condensed consolidated financial statements do not contain any adjustments that might result from

the outcome of this uncertainty.

On September 11, 2025, Profusa, Inc.

(the “Company”) received

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

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

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

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

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

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

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

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

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

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

to maintain long-term compliance.

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

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

securities are subject to delisting.

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

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

listing standards.

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

or maintain compliance with other applicable Nasdaq listing requirements.

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

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

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

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

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

Rule 5450(a)(1).

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

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

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

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

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

In the event the Company does not regain compliance with Nasdaq

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

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

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

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

If the Company does not regain compliance within the allotted

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

subject to delisting.

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

The Company is

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

Nasdaq’s continued listing standards.

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

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

Significant Risks and Uncertainties

The Company operates in a dynamic and highly competitive industry and

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

results of operations, or cash flows:

ability to obtain future financing;

advances and trends in new technologies and industry standards;

results of clinical trials;

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

development of sales channels;

certain strategic relationships;

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

or other factors;

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

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

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

There can be no assurance

that the products will receive the necessary approvals.

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

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

The Company has expended and will continue to expend substantial funds

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

The Company also will be required to expend additional

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

regulatory approval.

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

its products.

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

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

affect its business, financial condition and results of operations.

Inflation, Monetary Response, and Economic Impacts

The world economy is experiencing stubbornly high inflation, a challenge

not faced for decades.

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

years and investors became accustomed to low volatility.

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

also contributed to a buildup of financial vulnerabilities.

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

are accelerating the pace of policy normalization.

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

and currency pressures, albeit with notable differences across regions.

Global financial conditions have tightened notably this year,

leading to capital outflows.

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

and adjusted their investment preferences generally.

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

credit spreads, have risen.

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

built over the years.

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

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

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

or otherwise;

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

or action by the U.S.

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

individuals or entities.

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

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

affect our operations.

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

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

The Company has incurred significant net operating

losses from operations.

As of March 31, 2026, the Company had a working capital deficit of approximately $ 28.4 million.

three months ended March 31, 2026, the Company incurred a net loss of $ 3.5 million and used $ 2.6 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

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, revenue from government grants.

Additional funds may be necessary to maintain current operations and will be

required for successful product commercialization efforts.

On February 11, 2025, Northview executed a Securities

Purchase Agreement (the “PIPE Subscription Agreement”) with Ascent Partners Fund LLC (“Ascent” or together with

any party who may become party to the PIPE Subscription Agreement, the “PIPE Investors”).

Subsequent to March 31, 2026, the

Company amended the remaining borrowing capacity under the PIPE Subscription Agreement to $ 12.2 million in principal, and issued $ 1.7

million of Ascent PIPE Notes.

As of the issuance date of these condensed consolidated financial statements, the Company has $ 10.5 million

of principal available for draw down under the PIPE Subscription Agreement subject to certain conditions.

On July 28, 2025 (the “effective date”),

the Company entered into the Equity Line of Credit (“ELOC”) Securities Purchase Agreement (the “ELOC Purchase Agreement”)

and the ELOC Registration Rights Agreement (the “ELOC Registration Rights Agreement”) with Ascent (the “Committed Equity

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

During the three months ended March 31, 2026, approximately $ 0.5 million in shares of the Company’s common stock were sold

pursuant to the ELOC Purchase Agreement.

The Company has entered into this strategic Committed Equity Facility in order to continue to

fund its operating cash flows.

During April and May 2026, the Company issued 360,000 shares of common stock to Ascent in exchange for

$ 0.4 million under the Committed Equity Facility.

As of the issuance date of these condensed consolidated financial statements, the

Company has $ 88.9 million of common stock available for issuance to Ascent under the Committed Equity Facility.

Lumee Oxygen received regulatory approval in

Europe through the attainment of a CE mark, which subsequently lapsed in 2020.

The Company is working to obtain a renewed CE Mark for

commercialization in Europe in order to generate revenues in 2026.

In addition to management’s focus on commercialization, additional

financing is available through the ELOC Purchase Agreement and executing remaining tranches of the PIPE Subscription Agreement which

would provide an aggregate of up to an additional $ 10.0 million in cash for operating expenses to further the product research and

On September 11, 2025, the Company received two

deficiency notices from Nasdaq for failing to maintain (i) a $ 50.0 million market value of listed securities under Listing Rule 5450(b)(2)(A)

(the “MVLS Requirement”) and (ii) a minimum bid price of $ 1.00 per share under Listing Rule 5450(a)(1) (the “Minimum

Bid Price Requirement”).

The Company was provided 180 days, through March 10, 2026, to regain compliance.

On March 11, 2026, Nasdaq notified the Company

that it had not regained compliance with either the Minimum Bid Price Requirement or the MVLS Requirement by the March 10, 2026 deadline,

and that its securities were therefore subject to delisting from The Nasdaq Global Market on both grounds.

The Company appealed the delisting

determination, and on March 19, 2026, Nasdaq notified the Company that the delisting action had been stayed pending the appeal.

attended its hearing before the Nasdaq Hearings Panel on April 21, 2026.

The Nasdaq Hearings Panel represents an independent hearings

panel of The Nasdaq Stock Market LLC that reviews, upon a company’s timely request, certain determinations by Nasdaq’s Listing

Qualifications Department, including a staff delisting determination, denial of a listing application, or public reprimand letter, and

may issue a decision granting continued listing relief or affirming delisting.

See Note 13 for further details over the Nasdaq Hearings

Panel’s decision which granted the Company a continued listing relief.

The Company’s condensed consolidated financial

statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities

in the normal course of business.

The Company has reviewed the relevant conditions and events surrounding its ability to continue as

a going concern including among others:

historical losses, projected future results, increased tariffs, cash requirements for the upcoming

year, funding capacity, net working capital deficit, and future access to capital.

As of March 31, 2026, 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 condensed consolidated financial statements are issued.

The condensed consolidated financial statements do not contain any adjustments

that might result from the outcome of this uncertainty.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been

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

GAAP”) and pursuant

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

Unaudited Interim Financial Information

The interim unaudited condensed consolidated financial statements have

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

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

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

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

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

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

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

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

As figures are rounded, numbers presented throughout

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

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

The accompanying interim unaudited condensed consolidated financial

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

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

The Company’s condensed consolidated financial

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

The accompanying unaudited condensed consolidated financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.

The financial statements include

all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair statement of the

Company’s financial information.

These interim results are not necessarily indicative of results to be expected for the full fiscal

year or any future interim period.

The condensed consolidated balance sheet as of March 31, 2026 has been derived from the audited

financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

The interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto contained

in the Company’s Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission.

Reverse Stock Split

On February 9, 2026, the Company effected a 1-for-75

reverse stock split of its common stock (the “Reverse Stock Split”).

The Reverse Stock Split did not change the par value

of the common stock or the authorized number of shares of common stock.

All share and per share information has been retroactively adjusted

to reflect the Reverse Stock Split for all periods presented.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

of contingent assets and liabilities and the reported amounts of revenue and expenses in the condensed consolidated financial statements

and accompanying notes.

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

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

and valuation of stock-based awards.

Actual results could differ from these estimates, and such differences could be material to the Company’s

financial position and results of operations.

The preparation of condensed consolidated financial

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

liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses in the condensed consolidated

financial statements and accompanying notes.

The Company regularly assesses these estimates, including those related to accrued liabilities,

valuation of the convertible notes payable and loans payable at fair value, warrants, valuation allowance for deferred tax assets, incremental

borrowing rate, and valuation of stock-based awards.

Actual results could differ from these estimates, and such differences could be

material to the Company’s financial position and results of operations.

Segment Information

ASC 280, “Segment Reporting” (“ASC 280”), defines

operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the

chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company operates

as a single operating segment.

The Company’s CODM is the chief executive officer, who has ultimate responsibility for the operating

performance of the Company and the allocation of resources.

The CODM uses cash flows as the primary measure to manage the business and

does not segment the business for internal reporting or decision making.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration

of credit risk consist of cash and other receivables.

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

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

The Company has not experienced any losses on its cash.

The Company considers all highly liquid investments purchased with

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

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

with a bank denominated in U.S.

Digital assets

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

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

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

are measured at fair value as of each reporting period.

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

from Coinbase, in accordance with ASC 820.

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

of midnight UTC time.

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

(loss) on the Statement of Operations.

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

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

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

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

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

Custodian risk refers to the potential

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

difficulties experienced by these third parties.

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

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

Deferred Offering Costs

Specific incremental costs, consisting of legal, accounting and other

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

of the offering.

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

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

During the three

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

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

charged against the Business Combination transaction costs.

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

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

of changes in stockholders’ deficit.

Balance as of December 31, 2024

Charged against additional paid-in capital

Charged against transaction costs

Balance as of September 30, 2025

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

the ELOC Registration Rights Agreement with Ascent.

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

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

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

the term of the Purchase Agreement.

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

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

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

As consideration for Ascent’s commitment to purchase shares of

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

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

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

Warrants are recorded at their

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

equity purchase agreements (“SEPA”).

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

expensed upfront..

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

In the instance of liability

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

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

the proceeds in equity.

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

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

Merger with Northview Acquisition Company

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

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

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

Because the public shell

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

the transaction is accounted for as a capital transaction;

that is, as a recapitalization of the operating company.

The historical financial statements are those of Legacy Profusa.

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

as of the acquisition date.

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

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

Any contingent consideration is measured at fair value at the acquisition

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

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

Changes in the estimated

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

period of change.

Accrued Liabilities

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

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

been received.

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

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

Management evaluates all known and estimated obligations at each reporting

period and updates accruals based on the best available information.

Accrued liabilities are classified as current when the Company expects

to settle the obligation within one year.

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

Due to Related Parties

Amounts due to related parties represent

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

Party Disclosures .

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

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

These amounts are recorded at their carrying value, which

approximates fair value due to their short-term nature.

The Company recognizes related party payables when the underlying transaction

has occurred, and the amount is fixed or determinable.

Settlements of related party balances typically occur in cash;

however, amounts

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

Management evaluates related party balances each reporting period to

ensure proper classification, measurement, and disclosure.

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

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

transactions;

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

ASC 280, “Segment Reporting” (“ASC

280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated

regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company operates as a single operating segment.

The Company’s CODM is the chief executive officer, who has ultimate responsibility

for the operating performance of the Company and the allocation of resources.

The CODM uses cash flows as the primary measure to manage

the business and does not segment the business for internal reporting or decision making.

Reclassification of Prior Period Presentation

Certain prior period amounts have been reclassified

to conform to the current period presentation.

The reclassification had no impact on loss from operations, net loss, net loss per share,

total assets, total liabilities, stockholders’ deficit, or cash flows.

During the three months ended March 31, 2026,

the Company reclassified amounts previously presented as interest expense related to the Company’s convertible debt held at fair

value to change in fair value of convertible notes in the condensed consolidated statements of operations.

The Company also reclassified

related party note payables from convertible notes and loans payable at fair value and promissory notes and other into convertible and

promissory notes payable to related parties on the condensed consolidated balance sheets.

These reclassification were not material to

the condensed consolidated financial statements.

The Company determines if an arrangement is or

contains a lease at inception by evaluating various factors, including if the contract conveys the right to control the use of an identified

asset for a period of time in exchange for consideration and other facts and circumstances.

Lease classification is determined at the

lease commencement date.

Lease liabilities and their corresponding right-of-use (“ROU”) assets are recognized at commencement

date and recorded based on the present value of lease payments over the expected lease term.

The implicit rates within the Company’s

operating leases are generally not determinable and therefore the Company estimates the incremental borrowing rate at the lease commencement

date to determine the present value of lease payments.

The determination of the incremental borrowing rate requires judgment.

determines the incremental borrowing rate for each lease using an estimated borrowing rate, adjusted for various factors including level

of collateralization and term to align with the terms of the lease.

The ROU asset also might include lease prepayments, offset by lease

Certain leases include options to extend or terminate the lease.

Lease terms include options to extend or terminate the lease

when it is reasonably certain we will exercise that option.

The Company has made accounting policy elections

to (i) not recognize ROU assets or lease liabilities for short-term leases (leases with lease terms of 12 months or less);

and (ii) combine

lease and non-lease components.

Variable lease payments are recognized in the condensed consolidated statements of operations when incurred

and include certain non-lease components, such as maintenance and other services provided by the lessor to the extent the charges are

The cash flow impact from the change in operating lease right-of-use asset and the operating lease liability during the three

months ended March 31, 2026 is presented within the change in accrued expenses and other current liabilities on the condensed consolidated

statements of cash flows.

On July 28, 2025, the Company entered into the

ELOC Purchase Agreement and a related registration rights agreement with Ascent.

Subject to the terms and conditions of the ELOC Purchase

Agreement, the Company has the right, but not the obligation, to sell up to $ 100.0 million of shares of its common stock to Ascent from

time to time at a discount to the lowest daily volume-weighted average price (“VWAP”) of the Company’s common stock,

subject to specified caps and limitations.

The ELOC comprises

a purchased put option and a forward share issuance that do not qualify for equity classification.

Accordingly, the ELOC is measured

at fair value, with changes between the put date and settlement date recognized in earnings.

During the three months ended March 31,

2026 , ELOC puts were settled within the same day, and the resulting changes in fair value were not

Proceeds received upon the Company’s draws under the ELOC and the related share issuances are recognized in equity based

on the gross proceeds received.

The Company issued warrants to purchase up to

12,000 shares of common stock (the “ELOC Warrants”) on July 20, 2025 in consideration for Ascent’s commitment.

ELOC Warrants were determined to be equity-classified and were expensed as financing fees along with other issuance costs associated

with the ELOC.

The ELOC Warrants were fair valued at $ 0.9 million and were not remeasured after the initial issuance.

Fair Value of Financial Instruments

The Company’s financial instruments consist of other receivables,

accounts payable, warrant liabilities, earnout, promissory notes, convertible promissory notes and senior notes.

The Company states accounts

payable at their carrying value, which approximates fair value due to the short time to the expected receipt or payment.

See Note 4 Fair

Value Measurements for instruments valued under Level 2 or Level 3.

Earnout Arrangements

In connection with the Business Combination, the Company entered into

earnout arrangements that provide for the issuance of additional shares of the Company’s common stock to certain pre-Business Combination

holders upon the achievement of specified post-closing share-price or operational milestones.

The earnout agreement allows for settlement

in shares of the company and does not allow for settlement in cash or other assets.

The Company evaluates earnout arrangements in a de-SPAC

transaction as a reverse recapitalization which is a capital transaction, under U.S.

The transaction was accounted for in line

with SEC guidance (FRM Topic 12) and interpretations of ASC 805, Business Combinations , and the classification guidance under ASC

480, Distinguishing Liabilities from Equity.

If the earnout arrangement does not require liability classification under ASC 480,

it is then evaluated under the indexation guidance ASC 815-40-15, and the equity classification guidance ASC 815-40-25, to determine

whether it should be classified as a liability or equity.

All Milestones (Milestone I, II, III, and IV) do not require the

liability classification under ASC 480, therefore the Company will proceed to assess under indexation guidance and equity

classification guidance.

Earnout agreements have specific indexation requirements (ASC

815-40) to be considered indexed to the entity’s own stock, and meet the equity classification requirements.

agreements are considered indexed to the entity’s own stock when the earnout meets both of the following:

(i) The earnout is

based solely on inputs that are observable market data or inputs that are not observable but are consistent with the entity’s

own stock (e.g., stock price, strike price, number of shares), and (ii) The earnout does not contain provisions that could require

settlement in a way that is not consistent with equity classification.

These steps are satisfied for Milestones I & II, the

earnout may be considered indexed to the entity’s own stock.

Milestone III does not meet the indexation guidance as it is based

on an event occurring to achieve $ 6 million in, which is not a market data or input.

The Milestone IV Earnout does meet the scope

exception ASC 815-10-15-59(d) from derivative accounting since payments under these milestones are based on revenue amounts.

Financial instruments such as these meet the “own equity” scope exception in ASC 815-10-15-74(a), and the financial

instrument would be classified as equity with no subsequent remeasurement (unless the earnout is modified).

Milestone III does not

meet this “own equity” scope exception and is thus liability classified, valued on the Closing Date with subsequent changes in the

valuation adjusted through earnings.

The Company’s earnout Milestones I, II, and IV meet the equity

classification criteria under ASC 815-40.

As there is no obligation to net cash settle, there is a fixed quantity of shares, settlement

is exclusively made in shares, and there are no downside protections or leverage features that protect the holder from a decline in price.

As these conditions were all met, the earnout is considered both indexed to the entity’s own stock (or within the scope exception),

and meet the equity classification requirements.

These earnouts were fair valued on the Closing Date and will not be remeasured.

Milestone III was fair valued on the Closing Date and was determined to have a $ 0 value due to the current probability input of the event

occurring being 0 %.

Additionally, this Milestone III was revalued as of September 30, 2025 and continues to have a current probability

of 0 % and no value was associated with the milestone.

On the Closing Date, Milestones I and II had a value of $ 1.7 million, while Milestone

IV had a value of $ 0 as this was also deemed improbable of occurring.

Milestone III does not meet the indexed guidance as it is based

on an event occurring to achieve $ 6 million in, which is not a market data or input.

The Milestone IV Earnout does meet the scope exception

ASC 815-10-15-59(d) from derivative accounting since payments under these milestones are based on revenue amounts.

The Company reviews the terms of warrants to purchase its common stock

to determine whether warrants should be classified as liabilities or stockholders’ deficit in its condensed consolidated balance

In order for a warrant to be classified in stockholders’ deficit, the warrant must be (i) indexed to the Company’s

equity and (ii) meet the conditions for equity classification.

Legal costs incurred in connection with the issuance of equity-classified

warrants are capitalized as a reduction to Additional Paid-In Capital if the warrants are issued in conjunction with an equity financing

or equity-linked arrangement, and expensed immediately only if the costs are not directly attributable to the issuance.

If a warrant does not meet the conditions for stockholders’ deficit

classification, it is carried on the condensed consolidated balance sheets as a warrant liability measured at fair value, with subsequent

changes in the fair value of the warrant recorded in other non-operating losses (gains) in the condensed consolidated statements of operations.

If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date

of issuance, in stockholders’ deficit in the condensed consolidated balance sheets, and the amount initially recorded is not subsequently

remeasured at fair value.

Legal and professional fees incurred in connection with the issuance of liability-classified warrants, including

those failing equity classification under ASC 815-40 are expensed immediately to the income statement as incurred.

The Company has established deferred income tax assets and liabilities

for temporary differences between the financial reporting bases and the income tax bases of its assets and liabilities at enacted tax

rates expected to be in effect when such assets or liabilities are realized or settled pursuant to the provisions of ASC Topic 740 ,

“Income Taxes,” which prescribes a comprehensive model for the financial statement recognition, measurement, classification

and disclosure of uncertain tax positions.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained

upon examination by taxing authorities.

The Company has not recorded any unrecognized tax benefits as of September 30, 2025 and December

The Company has no tax provision for the nine months ended September

30, 2025 and 2024, due to the net losses and full valuation allowance against net deferred tax assets.

Additionally, the Company does

not earn a material amount of revenue or interest as of the date of these financial statements requiring a tax provision.

Excise tax payable

The Inflation Reduction Act of 2022, enacted in August 2022, imposed

a 1 % non-deductible excise tax on net repurchases of shares by domestic corporations whose stock is traded on an established securities

Recent Accounting Standards

From time to time, new accounting standards are issued by the Financial

Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective

During the nine months ended September 30, 2025 and through the date of issuance of these condensed consolidated financial statements,

there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that

impact the Company’s condensed consolidated financial statements.

Recently issued accounting standards not yet adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes ( Topic

Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid.

2023-09 requires

a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts,

broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those

items exceed a specified threshold.

In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated

by federal, state/local, and foreign and by jurisdiction if the amount is at least 5 % of total income tax payments, net of refunds received.

This pronouncement is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

Upon adoption, the

Company will be required to disclose additional specified categories in the rate reconciliation in both percentage and dollar amounts.

The standard, which is effective for the Company’s fiscal year ended December 31, 2025 is expected to be applied prospectively and

will improve disclosures to include a more granular presentation of income taxes.

The Company does not expect the adoption of ASU 2023-09

to have a material effect on our consolidated financial statements taken as a whole

In November 2024, the FASB issued ASU No.

2024-03 (“ASU 2024-03”),

The Company’s financial instruments consist

of accounts payable, warrant liabilities, promissory notes, loans payable, convertible promissory notes and senior notes.

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.

See Note 3 for instruments valued under Level 3.

Ascent PIPE Notes

In connection with the Business Combination,

the Company assumed the rights and obligations under the PIPE Subscription Agreement, which provides for the issuance of Senior Secured

Convertible Promissory Notes (the “Ascent PIPE Notes”) in an aggregate principal amount of up to $ 22.2 million.

Date, the Company elected the fair value option (“FVO”) under ASC 825, Financial Instruments to recognize the issued Ascent

Accordingly, no features of the Ascent PIPE Notes are bifurcated and separately accounted for.

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

are measured at fair value, with changes in fair value recognized in earnings, except for the portion attributable to instrument-specific

credit risk, which is presented in other comprehensive income.

During the three months ended March 31, 2026, the Company did not record

any changes in fair value to other comprehensive income.

As of March 31, 2026, the Ascent PIPE Notes are included in convertible

notes payable and loans payable at fair value within the condensed consolidated balance sheets.

Stock-Based Compensation

Stock-based compensation expense related to stock

options granted to employees and non-employees is recognized based on the grant date estimated fair values using the Black Scholes option

pricing model.

The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite

service period.

The Company accounts for forfeitures as they occur.

Option valuation models, including the Black-Scholes option-pricing

model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair

value of an award.

These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected

life of the award.

Since the Company did not have sufficient historical information to develop reasonable expectations about future exercise

behavior, the expected term for options issued to employees was calculated as the mean of the option vesting period and contractual term

(the “Simplified Method”).

The expected term for options issued to non-employees is the contractual term.

Recent Accounting Pronouncements

Recently issued accounting standards not

In November 2024, the FASB issued ASU 2024-03,

Disaggregation of Income Statement Expenses (“DISE”).

8 unchanged sentences

With the exception of expanding disclosures to include more granular

income statement expense categories, the Company does not expect the adoption of ASU 2024-03 to have a material effect on our consolidated

financial statements taken as a whole.

Note 3 — Recapitalization

On July 11, 2025, the Company consummated the Business

The consummation of the Business Combination involved the merger (the “Merger”) of Merger Sub with and into

Legacy Profusa, pursuant to which, at the Closing, the separate corporate existence of Merger Sub ceased, with Legacy Profusa as the

surviving corporation becoming a wholly-owned subsidiary of the Company.

As a result of the Business Combination, the Company owns

100 % of the outstanding common stock of Legacy Profusa.

In connection with the closing of the Business Combination, the Company

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

More specifically, and as described in greater detail below, at the

Effective Time of the Merger:

● each share of issued and outstanding Legacy Profusa Common Stock, including

shares converted from convertible debt and convertible Preferred Stock, was converted into a number of shares of Company Common Stock,

based on the Exchange Ratio (as defined in the Merger Agreement) that reflects an equity valuation of Legacy Profusa of $ 155,000,000 (as

adjusted for the Incentive Equity Value, the Private Placement Value and the Aggregate Company Incentive Amount (as such terms are defined

in the Merger Agreement)), divided by an assumed value of Company Common Stock of $ 10.00 per share,

● each option to purchase Legacy Profusa Common Stock was converted into an option to purchase Company Common Stock based on the Exchange

● each warrant to purchase Legacy Profusa Common Stock was converted into a warrant to purchase Company Common Stock based on the Warrant

Ratio (as defined in the Merger Agreement).

PIPE Transaction

On February 11, 2025, the Company executed a Securities Purchase Agreement

(the “PIPE Subscription Agreement”) with Ascent Partners Fund LLC (“Ascent”, and together with any additional

investors who become parties to the PIPE Subscription Agreement, the “PIPE Investors”).

Pursuant to the PIPE Subscription

Agreement, the PIPE Investors are expected, subject to the conditions relating to such purchase set forth in the PIPE Subscription Agreement,

to purchase from NorthView senior secured convertible notes in an aggregate principal amount of up to $ 22,222,222 (the “PIPE Convertible

Notes”) for a purchase price of up to $ 20,000,000 , after 10 % OID.

At the Closing and pursuant to the PIPE Subscription Agreement, the

Company issued a PIPE Convertible Note in the principal amount of $ 10,000,000 (the “Initial Note”), reflecting a 10 % OID.

The Initial Note matures on the date that is 18 -months from Closing (the “Maturity Date”) and is convertible at any time at

the holder’s option at the lower of $ 10 or 95 % of the lowest daily volume-weighted average price per share (“VWAP”)

of Company Common Stock in the 10 trading days prior to the original issue date for each PIPE Convertible and shall be adjusted, without

limitation, based on down-round and most-favored nation (MFN) price and terms protections (the “Conversion Price”).

The outstanding principal balance of the Profusa senior

convertible promissory notes and all accrued but unpaid interest converted into Legacy Profusa Common Stock was exchanged for

4,170,932 shares of Company Common Stock, on an as converted price of $ 0.34 per share.

The Exchange Ratio and the Company Reference

Share Value (as defined in the Merger Agreement) were $ 0.94 and $ 9.40 , respectively.

The outstanding principal balance of the Profusa senior secured

convertible promissory notes and all accrued but unpaid interest converted into Legacy Profusa Common Stock was exchanged for

5,542,261 shares of Company Common Stock, on an as converted price of $ 0.50 per share.

Upon Closing, the former holders of Legacy Profusa’s common stock,

senior convertible notes, junior convertible notes and vested in-the-money options (the “Participating Securityholders”) received

certain rights, under which in the future the Company may issue to the Participating Securityholders an aggregate of 3,875,000 shares

of Company Common Stock (the “Milestone Earnout Shares”) during the respective earnout periods in equal quarterly installments

upon achievement of the following four Milestone Events:

● Milestone I Earnout Rights:

share price of Company Common Stock is equal to or greater than $ 12.50 for any 20 trading days during any 30 days trading period or consummation of a Subsequent Transaction (as defined in the Merger Agreement) where the stockholders of Profusa will receive a consideration of at least $ 12.50 for each share of Company Common Stock (“Milestone Event I”).

The Milestone I period will commence on the 18-month anniversary and end on the two-year anniversary of the Closing Date (“Milestone Event I Period”);

● Milestone II Earnout Rights:

share price of Company Common Stock is equal to or greater than $ 14.50 for any 20 trading days during

any 30 days trading period or consummation of a Subsequent Transaction where the stockholders of Profusa will receive a consideration

of at least $ 14.50 for each share of Company Common Stock (“Milestone Event II”).

The Milestone II period will commence on

the 360-day anniversary and end on the two-year anniversary of the Closing Date (“Milestone Event II Period”);

provided that

such 30 days trading period does not overlap with the 30 days trading period used to satisfy the requirements of Milestone Event I;

further, that in the event that such 30 days trading period could satisfy either Milestone Event I or Milestone Event II, then Milestone

Event II shall be deemed to be satisfied first;

● Milestone III Earnout Rights:

the closing of the APAC Joint Venture, as described below in this Report, and the Companies receipt of the related $ 6 million funding, during the fiscal year ended December 31, 2025 (“Milestone Event III”);

● Milestone IV Earnout Rights:

achievement of revenue of $ 11,864,000 for the fiscal year ended December 31, 2026 (“Milestone Event

IV,” and, together with Milestone Event I, Milestone Event II and Milestone Event III, the “Milestone Events”).

I Earnout Rights, Milestone II Earnout Rights, Milestone III Earnout Rights and Milestone IV Earnout Rights are further referred to collectively

as “Milestone Earnout Rights”.

In the event that the above milestones are achieved, this will dilute

the ownership interests of existing shareholders.

Reverse recapitalization

The Business Combination was accounted for as a reverse recapitalization

in accordance with US GAAP.

Accordingly, Legacy Profusa was deemed the accounting acquirer (and legal acquiree) and Northview was treated

as the accounting acquiree (and legal acquirer).

Under this method of accounting, the reverse recapitalization was treated

as the equivalent of Legacy Profusa issuing stock for the net assets (liabilities) of Northview, accompanied by a recapitalization.

net assets of Northview are stated at historical cost, with no goodwill or other intangible assets recorded.

The consolidated assets,

liabilities, and results of operations prior to the Business Combination are those of Legacy Profusa.

All periods prior to the Business

Combination have been retrospectively adjusted in accordance with the Business Combination Agreement for the equivalent number of common

shares outstanding immediately after the Business Combination to effect the reverse recapitalization.

The number of shares for all periods

prior to the Closing Date have been retrospectively decreased using the exchange ratio that was established (the “Exchange Ratio”).

All Milestones (Milestone I, II, III, and IV pass the criteria of liability

classification under ASC 480 as they are not mandatorily redeemable, it does not represent an obligation to repurchase the issuer’s

equity shares, and it is not settled by issuing a variable number of its equity shares.

Milestone III however, does not pass the criteria

of liability classification under ASC 480 as the settlement condition is based partially on the occurrence of an event which fails the

index guidance for equity classification.

All four Earnouts have only two potential settlement alternatives,

either no shares are issued or 968,750 shares are issued (for each Earnout).

This earnout agreement is considered indexed to the

entity’s own stock, as the earnout meets both of the following:

(i) The earnout is based solely on inputs that are observable market

data or inputs that are not observable but are consistent with the entity’s own stock (e.g., stock price, strike price, number of

shares), and (ii) The earnout does not contain provisions that could require settlement in a way that is not consistent with equity classification.

These steps are satisfied for Milestones I & II, the earnout may be considered indexed to the entity’s own stock.

III does not meet the indexed guidance as it is based on an event occurring to achieve $ 6 million in, which is not a market data or input.

The Milestone IV Earnout does meet the scope exception ASC 815-10-15-59(d) from derivative accounting since payments under these milestones

are based on revenue amounts.

Financial instruments such as these meet the “own equity” scope exception in ASC 815-10-15-74(a),

and the financial instrument would be classified as equity with no subsequent remeasurement (unless the earnout is modified).

III does not meet this own equity scope exception and is thus liability classified, valued on the Closing Date with subsequent changes

in the valuation adjusted through earnings.

The Company’s earnout Milestones I, II, and IV meet the equity

classification criteria under ASC 815-40.

As there is no obligation to net cash settle, there is a fixed quantity of shares, settlement

is exclusively made in shares, and there are no downside protections or leverage features that protect the holder from a decline in price.

As these conditions were all met, the earnout is considered both indexed to the entity’s own stock (or within the scope exception),

and meet the equity classification requirements.

These earnouts were fair valued on the Closing Date and will not be remeasured.

Milestone III was fair valued on the Closing Date and was determined to have a $ 0 value due to the current probability input of the event

occurring being 0 %.

Additionally, this Milestone III was revalued as of September 30, 2025 and continues to have a current probability

of 0 % and no value was associated with the milestone.

On the Closing Date, Milestones I and II had a value of $ 1.7 million, while Milestone

IV had a value of $ 0 as this was also deemed improbable of occurring.

Milestone III does not meet the indexed guidance as it is based

on an event occurring to achieve $ 6 million in, which is not a market data or input.

The Milestone IV Earnout does meet the scope exception

ASC 815-10-15-59(d) from derivative accounting since payments under these milestones are based on revenue amounts..

The earn-outs are considered to be part of the overall reverse recapitalization

as it was negotiated between NorthView Sponsor I, LLC, the sponsor of NorthView (the “Sponsor”), and the selling shareholders.

As such, it is represented as an equity restructuring that is accounted for as a reduction in additional paid-in capital.

As this is an

equity classified transaction the contingent consideration creates a reduction to the additional paid in capital account of $ 1.7 million,

with an offset to additional paid in capital -Earn-out equity instrument.

This accounting results in no impact on the face of the

Statement of Stockholders’ Deficit until all necessary conditions to issue such shares have been satisfied by the end of the period.

Once these contingently issuable shares are deemed issuable, they will also be included in earnings per share.

The following table reconciles the elements of the Business Combination

to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity:

Cash-Trust Account, net of redemptions

transaction costs and professional fees, paid directly from Trust Account

Net proceeds received from Trust

private and representative warrant liabilities

related party notes

related party notes - working capital loan

related party notes - PIPE Subscription Agreement

excise tax payable

accounts payable and accrued expenses

Reverse recapitalization, net

The number of shares of Common Stock to be issued following the

consummation of the Business Combination were:

NVAC Public Shares, outstanding prior to the Business Combination

Redemption of NVAC Class A common stock

Public shares of NVAC

NVAC Founder Shares, outstanding prior the Business Combination

NVAC Representative Shares converted to Class A Common shares

NVAC Shares from Rights converted to Class A common shares

Business Combination shares

Profusa Shares

Issuance of shares in connection with PIPE

Conversion of notes into shares

Common Stock immediately after the Business Combination

The number of Profusa Shares was determined as follows:

Preferred Stock

Class A Common Stock

Transaction costs

During the three and nine months ended September 30, 2025, based on

the proceeds received, the Company expensed $ 15.1 million for transaction costs incurred in connection with the Business Combination.

The transaction costs primarily represented fees incurred for financial advisory, legal and other professional services that were directly

related to the Business Combination.

Public and private placement warrants

The 9,487,500 warrants (the “Public Warrants”) issued in

Northview’s initial public offering (the “IPO”), 7,347,500 warrants issued in connection with private placement at the

time of the IPO (the “Private Placement Warrants”) and 569,250 warrants issued to the representative of the underwriters in

the IPO (the “Representative’s Warrants”) remained outstanding and became warrants for the Company.

The Public Warrants

qualify for equity classification upon Closing, and were fair value adjusted with no future gains or losses on fair value adjustment being

recorded in future periods.

The Private Placement Warrants and Representative’s Warrants contain provisions that preclude these

warrants from being indexed to the Company’s stock., the settlement amount depending on who holds the instrument, and the holder

is not an input to the fair value of a fixed-for-fixed option or forward on equity shares.

As such, this provision would cause the warrants

to fail Step 2 of the indexation guidance.

The Private Placement and Representative’s Warrants remained liability classified with

fair value adjustments being recorded through earnings each period.

income statement expense categories, the Company does not expect the adoption of ASU 2024-03 to have a material effect on its condensed

consolidated financial statements taken as a whole.

In December 2025, the FASB issued ASU 2025-10,

Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

ASU 2025-10 established authoritative

guidance for the accounting for a government grant received by a business entity, including guidance for a grant related to an asset

and a grant related to income.

This guidance is effective for annual reporting periods beginning after December 15, 2028, and interim

reporting periods within those annual reporting periods.

The Company is currently evaluating the impact of the guidance on its condensed

consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11,

Interim Reporting (Topic 270):

Narrow-Scope Improvements.

ASU 2025-11 clarifies the applicability of interim reporting guidance under

GAAP, provides a comprehensive list of interim disclosure requirements within Topic 270, and introduces a disclosure principle requiring

entities to provide information about events and changes occurring after the end of the most recent annual reporting period that have

a material impact on the entity.

The ASU does not change the fundamental nature of interim reporting or expand or reduce existing interim

disclosure requirements.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December

15, 2027 for public business entities, with early adoption permitted.

The Company is currently evaluating the impact of this guidance

on its interim financial reporting and related disclosures.

Recently adopted accounting standards

In November 2024, the FASB issued ASU No.

Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments.

in ASU 2024-04 clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion when

changes are made to conversion features as part of an offer to settle the instrument.

This ASU is effective for annual periods beginning

after December 15, 2025, with early adoption permitted.

The amendments may be applied either (1) prospectively to any settlements of

convertible debt instruments that occur after the effective date of this ASU or (2) retrospectively to all prior periods presented in

the financial statements, with a cumulative adjustment-effect adjustment to equity.

The Company adopted ASU 2024-04 as of January 1,

2026 on a prospective basis, which did not have a material impact on the condensed consolidated financial statements.

Note 3 — Fair Value Measurement

Assets and liabilities recorded at fair value on a recurring basis

in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values.

value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize

the use of unobservable inputs.

The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for

disclosure of fair value measurements as follows:

Level 1 — Inputs are unadjusted, quoted prices in active markets

for identical assets or liabilities at the measurement date;

Level 2 — Inputs are observable, unadjusted quoted prices in

active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that

are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of

the related assets or liabilities;

Level 3 — Unobservable inputs that are significant to the measurement

of the fair value of the assets or liabilities that are supported by little or no market data.

In determining fair value, the Company utilizes valuation techniques

that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty

credit risk in its assessment of fair value.

Assets and liabilities measured at fair value are classified in their

entirety based on the lowest level of input that is significant to the fair value measurement.

The Company’s assessment of the significance

of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific

to the asset or liability.

As of September 30, 2025 and December 31, 2024, the Company’s

financial assets and liabilities measured at fair value on a recurring basis, were as follows (in thousands):

As of September 30, 2025

Digital assets (Bitcoin)

Related Party Convertible Notes at fair value

Loans payable - related party

Assets and liabilities recorded at fair value

on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the

inputs used to measure their fair values.

Fair value represents the price that would be received to sell an asset or paid to transfer

a liability in an orderly transaction between market participants at the measurement date.

Valuation techniques used to measure fair

value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The authoritative guidance on fair value

measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1 — Inputs

are unadjusted, quoted prices in active markets for identical assets or liabilities at the

measurement date;

Level 2 — Inputs

are observable, unadjusted quoted prices in active markets for similar assets or liabilities,

unadjusted quoted prices for identical or similar assets or liabilities in markets that are

not active, or other inputs that are observable or can be corroborated by observable market

data for substantially the full term of the related assets or liabilities;

Level 3 — Unobservable

inputs that are significant to the measurement of the fair value of the assets or liabilities

that are supported by little or no market data.

In determining fair value, the Company utilizes

valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as

well as considers counterparty credit risk in its assessment of fair value.

Assets and liabilities measured at fair value

are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company’s

assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments

and consider factors specific to the asset or liability.

The Company measures certain financial instruments

at fair value using valuation techniques that require the use of observable and unobservable inputs and assumptions, including, as applicable,

risk-free interest rates, expected terms, expected volatility, credit risk, market yields, conversion or exercise prices, the fair value

of the Company’s common stock, and other instrument-specific terms and market inputs.

The risk-free interest rate for each applicable

financial instrument is based on the U.S.

Treasury yield curve in effect as of the valuation date for a term commensurate with the expected

term, contractual term, or estimated settlement period of the instrument, as applicable.

Expected volatility, when applicable, may differ

among financial instruments due to differences in expected terms, contractual maturities, settlement provisions, conversion or exercise

features, valuation methodologies, market inputs, and the historical periods used to estimate volatility.

As of March 31, 2026 and December 31,

2025, the Company’s financial assets and liabilities measured at fair value on a recurring basis, were as follows (in thousands):

As of March 31, 2026

Convertible notes due to related parties held at fair value

Loans payable at fair value

Warrant liabilities - Private Placement Warrants

2 unchanged sentences

As of December 31, 2025

Related Party Convertible Notes at fair value

Digital assets (Bitcoin)

Convertible notes due to related parties held at fair value

Loans payable at fair value

Warrant liabilities - Private Placement Warrants

Warrant liabilities - Representative’s Warrants

Total liabilities measured at fair value

The Private Placement Warrants and the Representative’s Warrants

are accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed consolidated balance

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented

within change in fair value of warrant liabilities in the condensed consolidated statements of operations.

The Company uses a Monte Carlo simulation model to value the Private

Placement Warrants and the Representative’s Warrants.

The Private Placement Warrants and the Representative’s Warrants were

classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs.

Inherent in pricing models are assumptions

related to expected share-price volatility, expected life and risk-free interest rate.

The Company estimates the volatility of its common

stock based on historical volatility that matches the expected remaining life of the warrants.

The risk-free interest rate is based on

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

expected life of the warrants is assumed to be equivalent to their remaining contractual term.

The key inputs into the Monte Carlo simulation model for the warrant

liabilities were as follows at September 30, 2025 and July 11, 2025 (the “Closing Date”):

September 30,

The key inputs into the Monte Carlo simulation

model for the warrant liabilities, as affected by the Reverse Stock Split, were as follows at March 31, 2026 and December 31,

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 number of warrants that

in the aggregate equal a whole number of shares may be exercised at a given time by a warrant holder.

No fractional warrants will be

issued and only whole warrants will trade.

Risk-free interest rate

4 unchanged sentences

Warrant Liabilities

The following table provides a summary of the changes in the fair value

of the Company’s Level 3 warrant liabilities that are measured at fair value on a recurring basis for the three and nine months

ended September 30, 2025 (in thousands):

The following table provides a summary of the

changes in the fair value of the Company’s Level 3 warrant liabilities that are measured at fair value on a recurring basis for

the three months ended March 31, 2026 (in thousands):

Representative’s

Total Level 3

Fair value at Beginning of period

Assumption of warrant liabilities

Change in fair value of warrant liabilities

Fair value at September 30, 2025

Fair value at January 1, 2026

Gain in fair value of warrant liabilities

Fair value at March 31, 2026

Convertible notes payable, related party

The Tasly Convertible note and the Convertible Promissory Note

– Related Party (collectively “Related Party Convertible Debt Payable”) were valued using a Probability Weighted Expected

Return Model to fair value the convertible note.

The intrinsic conversion value as of September 30, 2025 is zero and the note has matured

and is payable at the principal amounts plus accrued interest.

Therefore, the fair value of the note is the face amount of the debt.

The following table provides a summary of the changes in the fair value

of the Company’s Level 3 Related Party Convertible Debt Payable for the three and nine months ended September 30, 2025 and 2024

(in thousands):

Related Party

Convertible Debt

The 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 March 31, 2026 was $ 0 for

the Related Party Convertible Notes Payable.

As of March 31, 2026, 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 March 31,

2026, the accrued interest was added to the liability balance.

The following table provides a summary of the

changes in the fair value of the Company’s Level 3 Related Party Convertible Notes Payable for the three months ended March 31,

2026 and 2025 (in thousands):

Tasly Convertible Note - Related

Related Party Convertible Promissory

Total Level 3 Related Party Convertible

Fair value as of January 1, 2026

1 unchanged sentence

Fair value as of March 31, 2026

Loss on change in the fair value of related party convertible debt

Fair value as of June 30, 2025

Assumption of related party convertible note upon closing of the Business Combination

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

Fair value as of September 30, 2025

Related Party

Convertible Debt

Tasly Convertible Note - Related

Fair value as of January 1, 2025

Issuance of Tasly Convertible Notes

Loss on change in the fair value of related party convertible debt

Loss on change in the fair value of related party convertible notes

Fair value as of March 31, 2025

Loss on change in the fair value of related party convertible debt

Fair value as of June 30, 2024

Loss on change in the fair value of related party convertible debt

Fair value as of September 30, 2024

The Company has included a reclassification of $ 49 thousand and $ 145

thousand of interest was reclassified from interest expense into gain (loss) on change in the fair value of related party convertible

debt for the three and nine months ended September 30, 2024, respectively.

This reclassification has no impact on total other income (expense)

or net loss and comprehensive net loss.

Loan Payable - Related Party

The Company uses a Monte Carlo simulation model to value the Loan Payable

- Related Party.

The Loan Payable - Related Party were classified within Level 3 of the fair value hierarchy due to the use of unobservable

Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate.

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

Loans Payable

The 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.

Treasury zero-coupon yield curve on the grant date for a maturity similar

to the expected remaining life of the loans.

The expected life of the loans are assumed to be equivalent to their remaining contractual

The key inputs into the Monte Carlo simulation model for the Loan Payable

- Related Party were as follows at September 30, 2025 and July 11, 2025:

September 30,

Treasury zero-coupon yield

curve on the grant date for a maturity similar to the expected remaining life of the loans.

The expected life of the loans are assumed

to be equivalent to their remaining contractual term.

The key inputs into the Monte Carlo simulation

model for the Loans Payable were as follows at March 31, 2026 and December 31, 2025:

Risk-free interest rate

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 related party loan payable for the three and nine months ended September 30, 2025 (in thousands):

payable - related

The following table provides a summary of the

changes in the fair value of the Company’s Level 3 Loans Payable for the three months ended March 31, 2026 (in thousands):

Loans Payable

Fair value as of January 1, 2026

Assumption of convertible note upon closing of the Business Combination

Proceeds Received

Repayments of debt

Loss on change in the fair value of related party convertible debt

Fair value as of September 30, 2025

Conversion of debt to equity

Loss on change in the fair value of loans payable

Fair value as of March 31, 2026

The 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 condensed 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.

As of March 31, 2026, the Loans Payable is due within 12 months

of the balance sheet date and is therefore recorded in convertible notes payable and loans payable at fair value on the condensed consolidated

balance sheets.

Digital Asset

On March 11, 2026, the Company’s management

made the determination to terminate the Company’s Bitcoin treasury reserve strategy in light of current market conditions and the

Company’s evaluation of its capital allocation priorities.

During the three months ended March 31, 2026, the Company sold 16.51

Bitcoins for an aggregate amount of $ 1.2 million, resulting in realized losses of $ 0.3 million included in the condensed consolidated

statements of operations.

As of March 31, 2026 and December 31, 2025, digital assets were $ 0 and $ 1.4 million, respectively.

Note 4 — Balance Sheet Components

Prepaid expenses and other current assets (in thousands)

September 30,

Prepaid legal

Prepaid expenses and other current assets

(in thousands):

Prepaid insurance

Prepaid other

Prepaid expenses

Accrued Liabilities (in thousands):

September 30,

Accrued compensation

1 unchanged sentence

Note 5 — Debt

The following table sets forth a summary of the debt instruments and

their changes during the nine months ended September 30, 2025 and 2024 (in thousands):

Notes Loan Payable -

Related Party Tasly Convertible

Debt - Related

Party Convertible

note - related

Notes Promissory

Notes PPP Loan

The following table sets forth a summary of the

debt instruments and their changes during the three months ended March 31, 2026 and 2025 (in thousands):

Loans Payable Tasly Convertible Note - Related Party Convertible Promissory Note - Related Party Senior Notes Promissory Notes PPP Loan D&O Insurance Financing

Balance at January 1, 2026 $ 7,877 $ 2,290 $ 1,870 $ 42 $ 1,049 $ 1,390 $ 297

$ 25,268 910 $ 1,376

Issuance of debt —

Debt repayments ( 195 ) —

Change in fair value 555 242 —

71 ( 27 ) ( 242 ) —

Conversion of debt to equity ( 1,260 ) —

Debt assumed in connection with reverse recapitalization —

Stated interest 1,193 —

Balance at September 30, 2025 ( 0 ) 14,359 2,207 1,920 154 1,045 1,386

Current portion —

2,207 1,920 154 1,045 1,386

Long term debt $ ( 0 ) $ 14,359 $ —

Accounting basis Effective interest method Fair value option Fair value option Fair value option Effective interest method Simple interest method Compounding Interest

Debt forgiven —

Accrued stated interest —

Balance at March 31, 2026;

Current debt $ 6,977 $ 2,532 $ 1,870 $ 43 $ 1,040 $ —

Accounting basis Fair value option Fair value option Fair value option Effective interest method Simple interest method Compounding Interest Simple interest method

Interest rate 10 % 24 % —

0 %- 12 % 0 %- 12 % 1 % 7 %

Conversion price(s) per share 1 $ 7.00

various $ 0.50

— $ 0.50, 2.22, and 4.0 —

Maturity 7/11/2025 1/11/2027 7/11/2025 1/11/2026 7/11/2025 7/11/2025 5/25/2026

Debt - Related

Conversion price(s) per share various $ 37.50

$75.00 and $166.50 $37.50, $166.50, and $300.00 —

Maturity 1/11/2027 3/31/2024 12/31/2026 7/11/2025 various —

Junior Convertible Notes

Tasly Convertible Note - Related

Promissory Notes

Balance at January 1, 2025

Issuance of debt

Debt repayments

Change in fair value

Stated interest

Amortization of debt discount and issuance costs

Balance at September 30, 2024

Current portion

Long term debt

Convertible Debt

Amortization of debt discount and

issuance costs

Balance at March

Convertible Notes

The annual effective interest rate of Convertible Notes was estimated

from 12.54 % to 53.28 % per year for the nine months ended September 30, 2025 and from 12.66 % to 53.28 % per year for the nine months ended

September 30, 2024.

The interest expense for the three months ended September 30, 2025 and 2024 was $ 0.1 million and $ 0.5 million, respectively.

The interest expense for the nine months ended September 30, 2025 and 2024 was $ 1.2 million and $ 1.6 million, respectively.

Upon Closing, the following convertible notes were converted into Company

Common Stock based on the principal and accrued interest as of July 11, 2025 (the Closing Date).

Convertible Notes with an outstanding

balance of $ 19.6 million in principal and accrued interest converted into 2,801,697 shares of Company Common Stock at $ 7.00 /share.

Tasly Convertible Debt - Related Party at fair value

In June 2023, the Company entered into a short-term loan agreement

with a related party under which it may borrow up to $ 1.6 million, of which $ 1.0 million was borrowed on June 26, 2023, $ 0.3 million was

borrowed on July 20, 2023, $ 0.3 million was borrowed on August 15, 2023 and the final $ 0.02 million was borrowed in February 2024 (the

“Convertible debt”).

The loans bear interest at a rate of 12 % per annum, 24 % per annum default

interest rate, and originally matured on December 31, 2023 .

The original maturity date was extended to March 31, 2024, subject to the

parties’ decision to extend thereafter.

Upon occurrence of certain events of default by the Company, including failure to repay

in full the amounts owed at maturity, the lender will have an option to convert the entire outstanding balance and accrued but unpaid

interest under the Convertible debt into senior unsecured promissory notes on substantially the same terms as the outstanding Senior Notes.

In the event the Company fails to complete the formation of the APAC Joint Venture or fail to repay the amounts under the Tasly Convertible

Debt when they become due, the lender will have an option to convert the entire outstanding balance and accrued but unpaid interest under

the Convertible debt into either (i) senior unsecured promissory notes on substantially the same terms as the outstanding Senior Notes

as of September 30, 2025, $ 0.50 per share, or (ii) the Company’s Common Stock at a conversion price of $ 1.92 per share.

The Company elected to apply the fair value option to account for the

Tasly Convertible debt.

Accordingly, no features of the Convertible debt are bifurcated and separately accounted for.

As of September

30, 2025 and 2024, the fair value of the Convertible debt was $ 2.1 million and $ 1.7 million, respectively.

On September 30, 2025, the

remaining time event was 0 months as the APAC JV can effectively close now that the Closing has occurred.

The intrinsic conversion value

as of the Valuation Date, September 30, 2025, is zero and the note is in default as the maturity date has passed.

The fair value

of the note is the face amount of the debt plus accrued interest which is recorded as a liability above the face amount of the debt and

is recorded as a current liability on the Condensed Consolidated Balance Sheet.

Senior Convertible Notes

January-March 2024 Senior Notes — During the months

January through March 2024, the Company issued additional Senior Notes to investors with the principal amount of $ 0.7 million on substantially

the same terms as the Senior Notes issued in 2022 (as amended in November 2022).

April - June 2024 Senior Notes — During the months

April through June 2024, the Company issued additional Senior Notes to investors with the principal amount of $ 0.4 million on substantially

the same terms as the Senior Notes issued in 2022 (as amended in November 2022).

Additionally, the Company repaid $ 0.1 million of principal

on Senior Notes with investors during the respective period.

July - September 2024 Senior Notes — During the

months July through September 2024, the Company issued additional Senior Notes to investors with the principal amount of $ 0.7 million

on substantially the same terms as the Senior Notes issued in 2022 (as amended in November 2022).

Additionally, during the months of

July through September 2024, the Company issued a Senior Convertible Note with the principal amount of $ 0.25 million.

This note was issued

at the same 12 % interest terms as all of their other Senior Notes and converted into shares of Company Common Stock upon the Closing.

January-March 2025 Senior Notes — During the months

January through March 2025, the Company issued additional Senior Secured Convertible Notes to investors with the principal amount of $ 0.8

million on substantially the same terms as the Senior Notes issued in 2022 (as amended in November 2022).

These notes were issued at the

same 12 % interest terms as all of their other Senior Secured Convertible Notes, and will convert into shares of Company Common Stock at

$ 0.50 per share.

April - June 2025 Senior Notes — During the months

April through June 2025, the Company issued additional Senior Secured Convertible Notes to investors with the principal amount of $ 0.4

million issued on substantially the same terms as the Senior Notes issued in 2022 (as amended in November 2022).

These notes were issued

at the same 12 % interest terms as all of their other Senior Secured Convertible Notes, and will convert into shares of Company Common

Stock at $ 0.50 per share.

The annual effective interest rate of Senior Notes was estimated from

0% to 12.15 % and 0% to 12.55 % per year for the nine months ended September 30, 2025 and 2024, respectively.

The interest expense for the

three months ended September 30, 2025 and 2024 was $ 0.1 million and $ 0.5 million, respectively.

The interest expense for the nine months

ended September 30, 2025 and 2024 was $ 1.3 million and $ 1.5 million, respectively.

Upon Closing, the following convertible notes were converted into Company

Common Stock based on the principal and accrued interest as of July 11, 2025.

Senior Convertible Notes with an outstanding balance of

$ 20.6 million in principal and accrued interest converted into 5,143,898 shares of Company Common Stock at $ 4.00 /share, Senior Convertible

Bridge Notes of $ 3.1 million in principal and accrued interest were repaid in cash in the amount of $ 0.2 million with the remaining $ 2.9

million converted into 1,294,590 shares of Company Common Stock at $ 2.22 /share, Senior Secured Convertible Notes of $ 2.8 million in principal

and accrued interest converted into 5,542,261 shares of Company Common Stock at $ 0.50 /share.

Of the 5,542,261 shares of Company Common

Stock issued to Senior Secured Note holders, 710,220 shares were contributed by the Sponsor.

As such, most of these notes were converted

into Company Common Stock upon the Closing.

As of September 30, 2025, $ 0.3 million remained outstanding.

Of the $ 0.3 million of Senior Notes remaining, $0 is outstanding with

related parties and $ 0.3 million is outstanding with unrelated parties.

Additionally, of the $ 25.3 million of Senior Notes outstanding

on December 31, 2024, $ 9.5 million was outstanding with related parties and $ 15.8 million was outstanding with unrelated parties.

Loans Payable - Related Party at fair value

On February 11, 2025, NorthView executed a Securities Purchase Agreement

(the “PIPE Subscription Agreement”) with Ascent Partners Fund LLC (“Ascent”, and together with any additional

investors who become parties to the PIPE Subscription Agreement, the “PIPE Investors”).

Pursuant to the PIPE Subscription

Agreement, the PIPE Investors are expected, subject to the conditions relating to such purchase set forth in the PIPE Subscription Agreement,

to purchase from NorthView senior secured convertible notes in an aggregate principal amount of up to $ 22,222,222 (the “PIPE Convertible

Notes”) for an aggregate purchase price of up to $ 20,000,000 , reflecting a 10 % original issue discount to the face amount (“OID”).

As of the Closing on July 11, 2025 Northview was presenting the PIPE

Subscription Agreement at fair value on its balance sheet in the amount of $ 3.9 million which was brought over to the Company’s

combined balance sheet and further adjusted to fair value on September 30, 2025.

At the Closing and pursuant to the PIPE Subscription Agreement, the

Company issued the Initial Note in the principal amount of $ 10,000,000 for a purchase price of $ 9,000,000 , reflecting a 10 % OID.

Note matures on January 11, 2027 , which is 18-months from Closing on July 11, 2025 (the “Maturity Date”) and is

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

VWAP of our Common Stock in the 10 trading days prior to the original issue date of the Initial Note and shall be adjusted, without limitation,

based on down-round and most-favored nation (MFN) price and terms protections (the “Conversion Price”).

The Initial Note includes a “Minimum Interest Amount” equal

to 10 % of the principal amount, which represents a full year of interest payments under the Initial Note;

provided, that such Minimum

Interest Amount shall be reduced by the amount of interest accrued on the principal amount of the Initial Note.

Interest shall accrue

on the aggregate unconverted and then outstanding principal amount of the Initial Note at a rate of 10 % per annum, provided that the Minimum

Interest Amount shall be fully earned and accrued on the original issue date of the Initial Note.

Upon an event of default, the interest

rate shall be adjusted and increase to 24 % per annum.

Payments made in cash under the Initial Note shall be subject to a 5 % fee, which

shall be in addition to any amounts owed thereunder.

The Initial Note provides for certain events of default that are typical for a transaction

of this type, including, among other things, any breach of the representations or warranties made by the Company and our subsidiaries.

The Initial Note also provides for a 10 % late fee in case of late payments and mandatory prepayments upon Subsequent Offerings (as defined

in the Initial Note) and, in the absence of an event of default, may be prepaid upon 10 business days prior notice, subject to certain

conversion rights of the PIPE Investors.

The Initial Note may not be converted by the PIPE Investors into shares

of our Common Stock if such conversion would result in the investors or their affiliates owning in excess of 4.99 % of the number of shares

of our Common Stock outstanding immediately after giving effect to the issuance of all shares issuable upon conversion of the Initial

Note (the “Beneficial Ownership Limitation”);

provided, that the PIPE Investors may increase or decrease the Beneficial Ownership

Limitation upon at least 61 days’ prior notice to us so long as such increase does not exceed 9.99 % of the number of shares of our

Common Stock outstanding immediately after giving effect to the issuance of all shares issuable upon conversion of the Initial Note.

August 1, 2025, pursuant to a Notice and Waiver, the Beneficial Ownership Limitation was increased from 4.99 % to 9.99 % and the Company

waived the requirement for the 60 days’ advance notice for such increase.

On August 25, 2025, the Company entered into Amendment No.

“SPA Amendment”) to the PIPE Subscription Agreement.

Pursuant to the SPA Amendment, Section 2.1 of the PIPE Subscription Agreement

was amended and restated to provide for four tranches of Notes:

(i) an initial closing for Notes in an aggregate principal amount of $ 10,000,000

(the “First Tranche”), which already occurred on July 11, 2025;

(ii) a second closing for Notes in an aggregate principal

amount of $ 2,222,222 (the “Second Tranche”) for a purchase price of $ 2,000,000 , subject to the satisfaction of certain conditions

including the filing of a registration statement on Form S-1 covering all conversion shares and no Nasdaq listing deficiency;

third closing for Notes in an aggregate principal amount of $ 5,555,556 (the “Third Tranche”) for a purchase price of $ 5,000,000 ,

subject to the satisfaction of certain conditions including the full conversion or repayment of the First Tranche, effectiveness of a

registration statement, no Nasdaq listing deficiency, and receipt of stockholder approval;

and (iv) a fourth closing for Notes in an aggregate

principal amount of $ 4,444,444 (the “Fourth Tranche”) for a purchase price of $ 4,000,000 , subject to the satisfaction of certain

conditions including the full repayment of the First and Second Tranches, at least fifty percent ( 50 %) repayment or conversion of the

Third Tranche, effectiveness of a registration statement, and no Nasdaq listing deficiency.

The SPA Amendment supersedes and replaces

all prior provisions relating to “Additional Closings” and “Additional Notes,” and all references to such terms

in the PIPE Subscription Agreement and related documents are to be construed in accordance with the new tranche structure.

Concurrently, on August 25, 2025, the Company entered into Amendment

1 (the “Note Amendment”) to the Initial Note.

The Note Amendment modifies the terms of the Initial Note, specifically

amending Section 4(b) to revise the conversion price provisions on any conversion date to be the lower of (i) the Conversion Price on

such date and (ii) ninety-five percent ( 95 %) of the lowest daily VWAP for the Company’s Common Stock during the ten consecutive

trading days immediately preceding the applicable conversion date (the “Alternate Conversion Price”), provided that in no

event shall the conversion price be less than the floor price of $ 0.10 which was calculated based on twenty percent ( 20 %) of the closing

sale price of the common stock on the principal trading market on the trading day immediately preceding the Note Amendment’s

effective date, which was August 22, 2025.

The Company has elected the fair value option under ASC

825-10, Financial Instruments - Fair Value Option, for its loans payable - related party under ASC 825, Financial Instruments .

The election simplifies accounting by measuring the entire instrument at fair value, with changes in fair value recognized in earnings.

As such, the Company does not separately recognize any interest, unamortized discount, premium, issuance costs, or other basis adjustments;

these amounts are included in the carrying amount of the liability that is adjusted to fair value each period.

Fair value is determined

using observable market data when available and valuation models when observable inputs are not readily available.

Changes in fair value

attributable to both credit risk and market risk are recorded in Loss on change in fair value of related party convertible debt in the

Condensed Consolidated Statement of Operations.

See Note 4, Fair Value Measurement for further information.

As of September 30, 2025, there was $ 14.4 million loans payable outstanding

which has been classified as long-term in the condensed consolidated balance sheet.

Promissory Notes

In a series of transactions during 2010 and 2011, two of the Company’s

founders provided $ 0.2 million to the Company to fund general corporate purposes in exchange for promissory notes.

Our outstanding promissory

notes accrue interest at 5 % and 12 % per annum, most of which do not have a set maturity date.

Any promissory notes that did have an initial

maturity date, which has passed, the Company has verbally agreed to pay off these loans subsequent to the consummation of the Business

Loans Payable

As of March 31, 2026, the Company had issued

an aggregate principal of $ 12.2 million of Ascent PIPE Notes.

The outstanding Ascent PIPE Notes bear interest at 10 % per annum on the

outstanding unconverted principal balance.

A minimum interest amount equal to 10 % of the original principal is fully earned at issuance,

reduced by interest subsequently accrued.

Cash payments are subject to a 5 % fee.

Upon an event of default, the interest rate increases

to 24 % per annum and a 10 % late fee applies to overdue amounts.

The Ascent PIPE Notes may be prepaid upon 10 business days’ prior

notice (absent an event of default), subject to Ascent’s conversion rights, and requires mandatory prepayment upon Subsequent Offerings,

as defined by the PIPE Subscription Agreement.

Conversion is subject to a beneficial ownership cap of 9.99 %.

During the three months ended March 31, 2026,

the Company repaid $ 0.2 million of principal on the Ascent PIPE Notes and Ascent converted an aggregate of $ 1.1 million of principal

and accrued interest balance into 826,532 shares of the Company’s common stock.

The shares of common stock issued had a fair value

of $ 1.3 million at conversion.

The Company elected to apply the fair value option

to account for the Ascent PIPE Notes and as such, no features of the Ascent PIPE Notes are bifurcated and separately accounted for.

of March 31, 2026, the loans payable had a fair value of $ 7.0 million and it was reclassified from non-current liabilities into

Convertible notes and loans payable at fair value on the condensed consolidated balance sheets, as the loan is due within 12 months from

the balance sheet date.

As of December 31, 2025, the loans payable was fair valued at $ 7.9

million and was classified as long-term in the condensed consolidated balance sheets under Loans payable at fair value.

As of March 31,

2026 and December 31, 2025, the Company had accrued interest of $ 0.5 million and $ 0.7 million on the loans payable.

Tasly Convertible Note - Related Party

In June 2023, the Company entered into a short-term

loan agreement with a related party for borrowings of up to $ 1.6 million, the full amount of which had been drawn by February 2024.

The loans bear interest at a rate of 12 % per

annum and originally matured on December 31, 2023 .

The original maturity date was extended to March 31, 2024, subject to the parties’

decision to extend thereafter.

Upon an event of default, the interest rate increases to 24 % per annum until the payment date.

has the option to convert the entire outstanding balance and accrued but unpaid interest under the Tasly Convertible Note into either

(i) senior unsecured promissory notes on substantially the same terms as the outstanding Senior Notes, or (ii) the Company’s common

stock at a conversion price of $ 144.00 per share, as adjusted for the Reverse Stock Split.

The Company elected to apply the fair value option

to account for the Tasly Convertible Note and as such, no features of the Tasly Convertible Note are bifurcated and separately accounted

The fair value of the Tasly Convertible Note was $ 2.5 million and $ 2.3 million, as of March 31, 2026 and December 31,

There was accrued interest of $ 0.9 million and $ 0.7 million as of March 31, 2026 and December 31, 2025, respectively,

on the Tasly Convertible Note.

The intrinsic conversion value as of March 31,

2026 and December 31, 2025 was $ 0 , because 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

under convertible notes payable and promissory notes payable to related parties on the condensed consolidated balance sheets.

Convertible Promissory Note – Related

The Company now holds the convertible working

capital promissory note which was previously held by Northview Acquisition Corporation with NorthView Sponsor I, LLC, the sponsor of NorthView

(the “Sponsor”) for up to $ 2.5 million.

The related party convertible promissory note is non-interest bearing and became convertible

on the Closing Date.

The Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at

a price of $ 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 Split.

March 20, 2026, the related party convertible promissory note was amended to extend the maturity date from January 11, 2026 to December

The Company elected to apply the fair value option to account for the convertible promissory note and as such, no features of

the convertible promissory note are bifurcated and separately accounted for.

As of March 31, 2026 and December 31, 2025, the

convertible promissory note fair value of $ 1.9 million was classified under convertible notes payable and promissory notes payable to

related parties on the condensed consolidated balance sheets.

Junior Convertible Notes

The annual effective interest rate for the junior

convertible notes was estimated between 12.61 % to 12.15 % per year for the three months ended March 31, 2025.

The interest expense for

the three months ended March 31, 2025 was $ 0.5 million.

The junior convertible notes were converted into 37,356 shares of the Company’s

common stock based on $ 19.6 million of principal and accrued interest as of the Closing Date, as adjusted for the Reverse Stock Split.

As of March 31, 2026, the outstanding balance

of Senior Notes is less than $ 0.1 million, all of which is with unrelated parties.

The Company is currently in default;

accordingly, the Company classified the entire outstanding amount as a current liability

on the condensed consolidated balance sheet.

During the year ended December 31, 2022, the Company borrowed $ 0.3

million from two of its founders at zero interest rate to finance its short-term operations, from which $ 0.2 million was repaid in the

During the year ended December 31, 2023, the Company borrowed short-term

promissory notes of $ 0.3 million from an existing investor and additional $ 0.1 million from an unrelated party repayable on demand at

any time after December 31, 2023, with annual interest rate of 12 %.

During the three and nine months ended September 30, 2025 and

2024, one note of $ 0.1 million was issued and the Company did not make any repayments from the outstanding balance of the promissory

As of September 30, 2025 and December 31, 2024, accrued and unpaid

interest on the promissory notes was $ 0.3 million and $ 0.3 million, respectively.

Interest expense on the promissory notes was less than

$ 0.1 million for each of the three and nine months ended September 30, 2025 and 2024.

The carrying value of the promissory notes as of

September 30, 2025 and December 31, 2024 was $ 0.9 million and $ 0.9 million, respectively.

Paycheck Protection Program

On May 25, 2021, the Company borrowed $ 1.3 million (the “PPP

Loan 2”) as a Paycheck Protection Program loan.

The Paycheck Protection Program, established as part of the Coronavirus Aid, Relief,

and Economic Security (“CARES”) Act, provides for loans to qualifying businesses and is administered by the U.S.

Small Business

Administration (the “SBA”).

The annual interest rate of the PPP Loan 2 is 1 %.

Under the terms of PPP Loan 2, if the Company does not submit a forgiveness

application within 24 weeks of the initial disbursement of the loan (the “Covered Period”), the Company must begin to make

equal monthly payments of principal and interest starting 10 months from the end of the Covered Period until May 25, 2026.

the loan continues to accumulate during any deferment period.

As of September 30, 2025, the Company has not applied for forgiveness under

PPP Loan 2, but does intend to apply for loan forgiveness prior to December 31, 2025.

This forgiveness is not guaranteed, based on the

delayed timeline, but the Company has begun to make contact with the loan administrators.

As of December 31, 2024 and September 30, 2025, the Company was in

default on PPP Loan 2 due to non-payment of minimal repayment amounts required by the terms of PPP Loan 2.

Accordingly, the Company classified

the entire amount outstanding under PPP Loan 2 as current and accrued respective late penalties for the total amount of less than $ 0.1

million as of September 30, 2025 and December 31, 2024, respectively.

The total past due amount of PPP Loan 2 repayments as of September

30, 2025 and December 31, 2024 was $ 1.0 million and $ 0.8 million, respectively.

As of September 30, 2025, the contractual future minimum payments for

the PPP Loan 2 were as follows (in thousands):

Year Ending December 31,

Convertible Promissory Note – Related Party at Fair value

The Company now holds the convertible working capital promissory note

which was previously held by Northview Acquisition Corporation with the Sponsor for up to $ 2.5 million.

The Note is non-interest bearing

and became convertible on the Closing Date, July 11, 2025.

The Sponsor may elect to convert all or any portion of the unpaid principal

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

The note also allows for the conversion of the outstanding principal

balance to be repaid in shares of Company Common Stock at a price of $ 2.22 per share at the election of the sponsor.

As of September 30,

2025 and December 31, 2024, the Company had principal outstanding of $ 1,919,796 and is presenting the Note at fair value on its balance

sheet at September 30, 2025 in the amount of $ 1,919,796 .

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

and has classified this as a current asset due to the repayment being in default.

the Company classified the entire outstanding amount under convertible notes payable and loans payable at fair value on the condensed

consolidated balance sheets.

As of March 31, 2025, $ 9.7 million of the $ 26.6 million of Senior Notes is outstanding with related parties.

The annual effective interest rate of Senior Notes was estimated from 0% to 12.15 % for the three months ended March 31, 2025.

effective interest rate on the Senior Notes for the three months ended March 31, 2026 was not meaningful due to the immaterial outstanding

The interest expense for the three months ended March 31, 2026 and 2025 was not material and $ 0.6 million, respectively.

Promissory Notes

The carrying value of the promissory notes as

of March 31, 2026 and December 31, 2025 was $ 1.0 million representing past due amounts because the maturity dates of the promissory

notes has passed.

As of March 31, 2026 and December 31, 2025, outstanding balance of promissory notes due to related parties

was $ 0.4 million, and are classified under convertible notes payable and promissory notes payable to related parties and the remainder

is classified under promissory notes and other on the condensed consolidated balance sheets.

Interest expense on the Company’s promissory

notes was less than $ 0.1 million for three months ended March 31, 2026 and 2025.

Paycheck Protection Program (“PPP”)

The Company applied for forgiveness of the 2nd

PPP Loan in December 2025 and was notified in February 2026 that the loan had been forgiven.

The Company recognized a gain on the extinguishment

of the 2nd PPP Loan of $ 1.4 million within Gain on extinguishment of PPP loan in the condensed consolidated statements of operations

during the three months ended March 31, 2026.

Interest expense on the PPP loan for the three months ended March 31, 2026 and 2025 was

not material.

Director and Officer (D&O) Insurance

During the three months ended March 31, 2026,

the Company made aggregate payments of $ 0.2 million against the obligation and recognized approximately $ 0.3 million of insurance expense

and an immaterial amount of interest expense.

As of March 31, 2026 and December 31, 2025, the remaining financing obligation

was $ 0.1 million and $ 0.3 million, respectively, which is recorded under promissory notes and other on the Company’s condensed

consolidated balance sheets.

Minimum Future Payments for the Company’s

Outstanding Borrowings

As of March 31, 2026, the contractual future

minimum payments for the Company’s outstanding borrowing arrangements were as follows (in thousands):

Remaining nine months of 2026

Tasly convertible note - related party

Convertible promissory note - related party

Loans payable

Promissory notes

D&O financing

Total contractual obligations

Note 6 — Commitments and Contingencies

Operating Lease Obligations

Beginning in October 2024, the Company entered into a lease agreement

whereby the Company agreed to rent its office and lab facilities under month-to-month tenancy.

The monthly rent payable under the lease

is $ 25 thousand.

This month-to-month lease automatically renews every four months, unless written termination is provided.

Operating costs for short-term leases include variable lease costs

of $ 0.1 million and less than $ 0.1 million during the three months ended September 30, 2025 and 2024, compared to $ 0.2 million and $ 0.1

million during the nine months ended September 30, 2025 and 2024.

Starting from August 2022, the Company recognized lease expense in the

amount of monthly rent as incurred.

The Company recognized operating lease costs for monthly rent of $ 75 thousand and $ 150 thousand for

each of the three and nine month periods ending September 30, 2025 and 2024.

Total operating lease costs with common area maintenance

variable costs were $ 0.3 million and $ 0.2 million for the nine months ended September 30, 2025 and 2024.

On January 27, 2026, the Company executed a 15

month lease agreement for its office and lab facilities for a total consideration of $ 0.3 million to be paid over the lease term.

incremental borrowing rate estimated at the lease commencement date was determined to be 11.45 %.

The lease terminates at the end of February

Concurrently, the Company executed sublease agreements with sublessees for a six month period for a portion of the leased space.

For the three months ended March 31, 2026, operating

lease expense and sublease income was $ 0.1 million and $ 0.1 million, respectively.

Variable lease expense for the same period was not

Sublease income was recorded in other income (expense) on the condensed consolidated statements of operations.

For the three months ended March 31, 2025, the

Company recognized an aggregate of $ 0.2 million in lease expense for $ 0.1 million in short-term lease expense and variable lease costs

respectively.

As of March 31, 2026, the operating lease

right-of-use asset of $ 0.1 million was recognized within right-of-use asset on the Company’s condensed consolidated balance sheets.

As of March 31, 2026, the operating lease liability of $ 0.2 million is recognized within accrued expenses and other current liabilities

on the Company’s condensed consolidated balance sheets.

Contingencies and Indemnifications

From time to time, the Company may have certain contingent liabilities

that arise in the ordinary course of its business activities.

The Company accrues a liability for such matters when it is probable that

future expenditures will be made and that such expenditures can be reasonably estimated.

Significant judgment is required to determine

both probability and the estimated amount.

In the normal course of business, the Company enters into contracts

and agreements that contain a variety of representations and warranties and provide for general indemnifications.

The Company’s exposure

under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet

To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations.

However, the Company may record charges in the future as a result of these indemnification obligations.

Note 8 — Warrants

The Company has four groups of warrants that total 17,536,750 which

is made up of:

9,487,500 Public Warrants, 7,347,500 Private Placement Warrants, 569,250 Representative’s Warrants, and 132,500 HCW

Northview Warrants

As part of the IPO, Northview issued the Public Warrants to third-party

investors, where each whole warrant entitled the holder to purchase one share of the Company’s Common Stock at an exercise price

of $ 11.50 per share.

Simultaneously with the closing of the IPO, Northview completed the private sale of 7,347,500 Private Placement warrants

where each warrant allows the holder to purchase one share of the Company’s Common Stock at $ 11.50 per share.

Additionally,

Northview granted underwriters 569,250 warrants exercisable at $ 11.50 per share (or an aggregate exercise price of $ 6,546,375 ) at

the closing of the IPO.

The Public Warrants became exercisable 30 days after the consummation

of the Business Combination

The Private Placement Warrants and Representative’s Warrants

are non-redeemable in certain circumstances so long as they are held by the initial purchasers or their permitted transferees.

Placement and Representative’s Warrants may also be exercised by the initial purchasers or their permitted transferees for cash

or on a cashless basis, but are otherwise similar to the Public Warrants underlying the Units sold in the IPO, as the Private Placement

Warrants and Representative Share Warrants, along with the common stock issuable upon the exercise of the Private Placement Warrants and

Representative Share Warrants also became transferable, assignable, or saleable 30 days after the completion of the Business Combination,

which was during this period ended September 30, 2025.

The Public Warrants were initially classified as a derivative liability

Upon the closing of the Business Combination, the Public Warrants in accordance with the guidance contained in ASC 815 are

no longer precluded from equity classification as they meet the “own equity” scope exception in ASC 815-10-15-74(a), allowing

these financial instruments to be classified as equity with no subsequent remeasurement.

The Public Warrants are indexed to the Company’s

Common Stock as they meet both steps in the criteria under ASC 815-40-15-7, as they are not contingently exercisable and they are now

considered indexed to equity, as the contingent settlement provisions are no longer applicable subsequent to the Close.

The Public Warrants

strike price and the number of shares used to calculate the settlement amount are fixed, so the instrument can be considered indexed to

an entity’s own stock (as the only variables that could affect the settlement amount would be inputs to the fair value of a fixed-for-fixed

forward or option on equity shares).

The Private Warrants and Representative Warrants are not considered

indexed to an entity’s own stock, and fails Step 2 of ASC 815-40-15-7.

As such, the Company continues to recognize the Private Placement

Warrants and Representative Share Warrants as liabilities at fair value as of the Closing Date, with an offsetting entry to additional

paid-in capital and adjusts the carrying value of the instruments to fair value through other income (expense) on the condensed consolidated

statement of operations at each reporting period until they are exercised.

(See Note 4).

HCW acted as Profusa’s financial advisor in connection with

the Business Combination and received a transaction fee in connection therewith of $ 1,000,000 , payable in cash and 132,500 warrants to

acquire an aggregate of 132,500 shares of New Profusa Common Stock at an exercise price of $ 0.01 per share.

The Company accounts for

the HCW warrants in accordance with the guidance contained in ASC 815.

Such guidance provides that the HCW warrants are not precluded

from equity classification.

Equity-classified contracts are initially measured at fair value.

Subsequent changes in fair value are not

recognized as long as the contracts continue to be classified in equity.

The Company determined the initial fair value using a Black

Scholes pricing model.

The initial fair value was $ 0.3 million.

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

and the ELOC Registration Rights Agreement with Ascent.

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

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

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

during the term of the Purchase Agreement.

Sales of Common Stock by the Company to Ascent under the Purchase Agreement, and the timing

of any such sales, are solely at the Company’s option, and the Company is under no obligation to sell any securities to Ascent under the

Purchase Agreement.

As of September 30, 2025, approximately $ 3.5 million in shares of its Common Stock was sold pursuant to the Purchase

Under the Purchase Agreement, the Company has the right, but not the

obligation, from time to time at its sole discretion for a period of up to 36 months, unless the Purchase Agreement is earlier terminated,

to direct Ascent to purchase up to a specified maximum amount of shares of Common Stock in one or more purchases as set forth in the Purchase

Agreement, by delivering a written notice, if any, to Ascent in accordance with the Purchase Agreement on any trading day we select.

As consideration for Ascent’s commitment to purchase shares of

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

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

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

The Commitment Warrants have an

exercise price of $ 0.01 per shares and can be cashless exercised.

The warrants were equity classified prior to their exercise due to the

terms of the warrant which was indexed to the Company’s own stock, settlement was in shares only, and the terms met the fixed-for-fixed

condition (fixed number of shares for fixed price).

These warrants were recorded at their fair value on grant date which was $ 0.9 million

and were expensed to financing fees in accordance with US GAAP accounting for standby equity purchase agreements (“SEPA”).

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

expensed upfront, as this arrangement is not considered indexed to the Company's stock under step 2 in ASC 815-40-15-7 and therefore is

liability classified.

The associated equity classified warrants were not remeasured after initial issuance, and as of September 30, 2025,

these warrants were exercised and all 900,000 shares of Common Stock were issued.

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

the proceeds in equity.

The amount recorded is based on the fair value of the shares issued or the cash received, whichever is more reliably

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

From time to time, the Company may have certain

contingent liabilities that arise in the ordinary course of its business activities.

The Company accrues a liability for such matters

when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated.

Significant judgment

is required to determine both probability and the estimated amount.

Under an advisory agreement with The Benchmark

Company, LLC, the Company may be required to pay up to an additional $ 0.3 million in advisory fees.

As of the balance sheet date, this

amount represents a contingent commitment that has not been recorded as a liability, as the amount payable is currently not estimable,

as it may be reduced by future services performed under the agreement.

In the normal course of business, the Company

enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications.

The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the

future, but that have not yet been made.

To date, the Company has not paid any claims;

however, the Company may record charges in the

future as a result of these indemnification obligations.

In December 2025, the Company received a Notice

of Entry of Judgment in connection with litigation brought by a vendor with claims for breach of contract, which was ruled in favor of

As of March 31, 2026 and December 31, 2025, the Company had accrued approximately $ 0.1 million related to the matter.

In February 2026, the Company received a demand

letter from counsel for a former employee for unpaid wages of approximately $ 0.2 million, including statutory penalties, and the amount

has been accrued as of March 31, 2026 and December 31, 2025.

The letter demands payment and states that litigation may be initiated

if the matter is not resolved.

Mayo Clinic License Agreement

On February 11, 2026, the Company entered into

a know-how license agreement (the “License Agreement”), with Mayo Foundation for Medical Education and Research (“Mayo”).

Pursuant to the License Agreement, Mayo granted the Company an exclusive, worldwide license, with the right to sublicense, under certain

patent rights that may arise during the term of the License Agreement, and a non-exclusive, worldwide license, with the right to sublicense,

to certain know-how, in each case in the fields of continuous oxygen measurement and critical limb-threatening ischemia.

certain customary reserved rights, including rights related to educational, research and clinical programs.

Under the License Agreement, beginning with the

first commercial sale of a licensed product, the Company is required to pay Mayo earned royalties on net sales of licensed products.

The applicable royalty rates vary based on the licensed field and the type of intellectual property coverage applicable to the licensed

The Company is also obligated to make nonrefundable milestone payments to Mayo upon the first achievement of specified commercial,

regulatory and clinical events for each licensed product and to pay Mayo a percentage of certain sublicense income received by the Company.

As of March 31, 2026, no commercial sales, milestone events or sublicense income had occurred under the License Agreement, and no

amounts were due to Mayo.

The License Agreement contains customary provisions

regarding diligence, confidentiality, use of name, representations and warranties, disclaimers, indemnification, insurance, compliance

with applicable laws and termination rights.

Unless earlier terminated, the License Agreement expires upon the later of the expiration

of the last-to-expire licensed foreground patent right or the fifteenth anniversary of the first commercial sale of the last launched

licensed product.

Upon expiration of the Company’s obligation to pay earned royalties, and subject to the Company’s compliance

with its obligations, the Company will have a fully paid-up license.

Note 7 - Stockholders’ Deficit

Preferred Stock

There were no shares of preferred stock issued

and outstanding at March 31, 2026 and December 31, 2025.

Each share of common stock is entitled to one

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 March 31, 2026, no dividends have been declared

The Company reserved shares of common stock,

as adjusted for the recapitalization and for the Reverse Stock Split, on an as-converted basis, for future issuance as follows:

Outstanding options under 2025 Plan

Issuance of options under the 2025 Plan

Outstanding common stock warrants

Issuance of earnout shares (1)

(1) These earnout shares exclude 12,916 shares allocated to Milestone III, as Milestone III expired as of December 31, 2025.

Milestone III represents an operational milestone for the Company’s consummation of a joint venture, for which management has decided to not purse the joint venture.

Note 8 - Common Stock Warrants

As of March 31, 2026 and December 31,

2025, the Company had four classes of warrants totaling 17,536,750 , consisting of 9,487,500 Public Warrants, 7,347,500 Private Placement

Warrants, 569,250 Representative’s Warrants, and 132,500 HCW Warrants.

Each warrant is exercisable into 1/75 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

Note 9 — Stock Option Plan

In 2010, Legacy Profusa adopted the 2010 Equity Incentive Plan (the

“Plan”) under which 2,000,000 shares of the Company’s Common Stock have been initially reserved for issuance to employees,

directors and consultants.

The number of reserved shares that had been increased over the years equaled 4,636,454 shares at the time of

the Business Combination.

The Company is currently drafting a new 2025 Equity Incentive Plan that will replace the 2010 Equity Incentive

All previously issued options under the 2010 Equity Incentive plan will be held under the new plan, with no additional impact to

the option holders.

Options granted under the Plan may be either incentive stock options (“ISO”) or nonqualified stock options

ISOs may be granted only to Company employees, including officers and directors who are also employees.

be granted to Company employees, consultants and advisors.

Upon the Closing, all outstanding Legacy Profusa options converted

into options exercisable for shares of Company Common Stock with the same terms except for the number of shares exercisable and the exercise

price, each of which was adjusted using the Exchange Ratio of approximately $ 0.346 .

The mechanism of conversion resulted in the fair value

of each option prior to the Closing equal to the fair value of each option after.

All stock option activity presented in these statements

has been retrospectively adjusted to reflect the conversion.

A person who owns (or is deemed to own) stock possessing more than

ten percent ( 10 %) of the total combined voting power of all classes of stock of the Company will not be granted an ISO unless the exercise

price of such option is at least one hundred ten percent ( 110 %) of the Fair Market Value on the date of grant and the option is not exercisable

after the expiration of five years from the date of grant.

Options granted generally vest over four years .

Activity under the Plan is set forth below:

Stock Option Activity

Options Outstanding

Stock Option Activity Shares

for Grant Number of

Options Weighted-Average

Share Weighted-Average

Balances at January 1, 2025 539,564 1,027,897 $ 1.16 3.00

Options granted ( 539,564 ) 539,564 3.64

Options exercised —

Options expired —

Options cancelled/forfeited 4,114 ( 4,114 ) 1.83

Balances at September 30, 2025 4,114 1,563,347 $ 2.02 6.24

Exercisable at September 30, 2025 818,637 $ 3.02 5.33

In 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.

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.

As of March 31, 2026, the total authorized

and issuable shares under the 2025 Plan available for grant was 85,852 shares, as adjusted for the Reverse Stock Split.

Activity under the Plan, as adjusted for the

recapitalization and Reverse Stock Split is set forth below:

Options Outstanding

Stock Option Activity Shares

for Grant Number of

Options Weighted-

Share Weighted-Average

Stock Option Activity

Number of Options

Weighted-Average Exercise Price Per

Balances at December 31, 2025

Options granted

Options exercised —

Options expired 3,459 ( 3,459 ) -

Options cancelled/forfeited —

Balances at September 30, 2024 539,564 1,027,897 $ 1.16 3.18

Exercisable at September 30, 2024 525,969 $ 1.41 4.51

During the three months ended September 30, 2025 and 2024, there was

no stock option activity.

Intrinsic values are calculated as the difference between the exercise price of the underlying options and the

fair value of the common stock for the options that had exercise prices that were lower than the fair value per share of the common stock

on the date of exercise.

The total fair value of options vested for the three and nine months

ended September 30, 2025 and 2024 was less than $ 0.1 million.

As of September 30, 2025, the total unrecognized stock-based compensation

expense for stock options was $ 3.0 million, which is expected to be recognized over a weighted-average period of 1.3 years.

estimates the fair value of stock options using the Black Scholes option-pricing model.

The fair value of stock options is being recognized

on a straight-line basis over the requisite service period of the awards.

As of September 30, 2024, the total unrecognized stock-based compensation

expense for stock options was less than $ 0.1 million, which is expected to be recognized over a weighted-average period of 1.1 years.

Company estimates the fair value of stock options using the Black Scholes option-pricing model.

The fair value of stock options is being

recognized on a straight-line basis over the requisite service period of the awards.

Nonrecourse Promissory Notes to Early Exercise Stock Options

In 2018, one of the Company’s executives early exercised 1,380,015

of his stock options by issuing a promissory note to the Company.

As the promissory note is nonrecourse, this exercise of stock options

with a promissory note is not considered a substantive exercise for accounting purposes.

Therefore, no receivable for the promissory note

was recorded on the Company’s balance sheet.

This arrangement was accounted for as modifications to the original stock options which

were exercised by issuing a promissory note.

Such modification did not result in additional stock-based compensation expense.

note amount of $ 428 thousand was considered settled and paid in full upon the Closing as this balance was netted within the total consideration

due to the Company’s CEO as payment for the successful Closing, and as such, the transaction was recorded in stock-based compensation.

The early exercised options were fully vested, with no remaining responsibility on a note as of July 11, 2025, at which time they converted

into Company Common Stock.

On both July 11, 2025 and September 30, 2025 these exercised options are included in the Company’s Common

Stock outstanding.

Options cancelled

Balances at March 31, 2026

Stock-Based Compensation Expense by Function

The following table is a summary of stock compensation expense by function

recognized for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Nine months ended

September 30,

General Administrative

Research and development

The following table is a summary of stock compensation

expense by function recognized for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended

September 30,

General Administrative

General and administrative

Research and development

Total stock-based compensation

Increase in stock based compensation for the

three months ended March 31, 2026 is due to incremental grants issued subsequent to March 31, 2025.

Note 10 — Related Party Transactions

The Company has funded its operations to date primarily through private

sales of convertible preferred stock, convertible debt, loans payable and promissory notes.

These investments have included various related

parties issued at arms-length.

The following table presents the various significant related party

transactions and investments in the Company for the periods presented (in thousands):

Related Party Nature of

relationship Description of

investment or transaction September 30,

The 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):

Related Party Nature of relationship Description of investment or transaction March 31,

2026 December 31,

Tasly Shareholder Convertible debt payable at fair value $ 2,207 $ 2,234

Ascent PIPE convertible note Shareholder Loan payable related party at fair value 14,359 -

Northview Acquisition Corp Sponsor Shareholder Convertible debt payable at fair value 1,920 -

Tasly Shareholder Convertible note held at fair value (1) $ 2,532 $ 2,290

NVAC Sponsor I, LLC Shareholder Convertible note held at fair value (1) $ 1,870 $ 1,870

The founders Shareholder Promissory notes (1) $ 405 $ 400

Various Individuals Shareholder Convertible debt payable $ -

Northview Acquisition Corp Sponsor Shareholder Due to from Related Party

See Note 6 for full disclosures on debt, including the convertible

debt payable, loans payable and promissory notes.

Note 11 — Net Loss per Share Attributable to Common Stockholders

Net loss per share of Company Common Stock is calculated in accordance

with ASC Topic 260, Earnings Per Share using the two-class method.

Basic net loss per share is computed by dividing net loss by the weighted-average

number of shares of Common Stock outstanding during the period.

In periods of net loss, the two-class method requires that losses be allocated

only to common shareholders.

The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted-average

shares outstanding, as the inclusion of common stock equivalents would be antidilutive.

The common stock equivalents consist of stock

options, convertible notes, warrants, and earn-out shares.

Accordingly, for the periods presented in which the Company incurred a net

loss, basic and diluted EPS are the same.

The following tables represent weighted average shares using the recasted

common stock equity balance as presented in the Statement of Stockholders’ Deficit.

NVAC Sponsor I, LLC Shareholder Due to Related Party (2) $ 41 $ 41

For the three months ended March 31, 2026 and

2025, related party interest expense was $ 5 thousand and $ 0.6 million, respectively.

(1) See Note 5 for full disclosures on debt, including the convertible notes payable, loans payable and promissory notes.

(2) As of March 31, 2026 and 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.

Note 11 — Net Loss per Share Attributable to Common

Basic net loss per share is computed by dividing

net loss by the weighted-average number of shares of common stock outstanding during the period.

In periods of net loss, the two-class

method requires that losses be allocated only to common shareholders.

The computation of diluted net loss per share does not include

dilutive common stock equivalents in the weighted-average shares outstanding, as the inclusion of common stock equivalents would be antidilutive.

The common stock equivalents consist of stock options, convertible notes and loans payable, warrants, and earn-out shares.

for the periods presented in which the Company incurred a net loss, basic and diluted EPS are the same.

The following table sets forth the computation

of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):

September 30,

Weighted average shares used to computing basic and diluted net loss per share

Net loss per share attributable to common stockholders - basic and diluted:

The following outstanding shares of potentially dilutive securities

were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because

including them would have been antidilutive:

September 30,

Related party convertible notes payable at fair value (1)

Loans payable - related party at fair value (1)

Options to purchase common stock

(1) The Related party convertible notes and Loan’s payable - related

party are convertible upon occurrence of various conversion scenarios.

Therefore, the number of shares of Company Common Stock

issuable upon their conversion is not currently estimable.

September 30,

Weighted average shares used to computing basic and diluted net loss per share

Three Months Ended

Weighted average shares used to

compute basic and diluted net loss per share

Net loss per share attributable to common stockholders - basic and diluted:

The following outstanding shares of potentially dilutive securities

were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because

including them would have been antidilutive:

Nine Months Ended

September 30,

The 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:

Three Months Ended

Convertible preferred stock

Convertible notes payable

Related party convertible notes payable at fair value (1)

Loans payable - related party at fair value (1)

Loans payable - held at fair value (2)

Options to purchase common stock

(1) The Related party convertible notes and Loan’s payable - related

party are convertible upon occurrence of various conversion scenarios.

Therefore, the number of shares of Company Common Stock issuable

upon their conversion is not currently estimable.

Earnout shares (3)

(1) Includes the assumed issuance of 17,583 shares of common stock for the conversion of 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 15,461,496 shares of common stock at the conversion price of $ 0.45 per share for the Ascent PIPE Notes, taking 95 % of the lowest closing share price in the 10 trading days preceding March 31, 2026.

(3) These earnout shares exclude 12,916 shares allocated to Milestone III, as Milestone III expired as of December 31, 2025.

Note 12 — Segments

The Company operates as one operating segment.

The Company’s

chief operating decision maker (“CODM”) is its Chief Executive Officer , Ben Hwang, who reviews financial information presented

on a consolidated net loss basis as reported on the consolidated condensed statement of operations and comprehensive loss in order to

make decisions about allocating resources and assessing performance for the entire Company.

The CODM also utilizes the Company’s

long-range plan, which includes product development roadmaps and long-range financial models, as a key input to resource allocation.

CODM function approves of key operating and strategic decisions.

The CODM function views the Company’s operations and manages its

business on a consolidated basis and as a single reportable operating segment.

The CODM function is regularly provided with the following

significant segment expenses.

Significant expenses include research and development and general and administrative expenses, which are

each separately presented in the Company’s consolidated condensed statements of operations and comprehensive loss.

The CODM reviews

significant expenses within both the research and development and the general and administrative categories.

Other segment items within

net loss include interest income, interest expense and gain (loss) on change in fair value of related party loan.

See the consolidated

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

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 condensed consolidated statement of operations in order to make decisions about allocating resources and

assessing performance for the entire Company.

The CODM also utilizes the Company’s long-range plan, which includes product development

roadmaps and long-range financial models, as a key input to resource allocation.

The CODM function approves key operating and strategic

The CODM function views the Company’s operations and manages its business on a consolidated basis and as a single reportable

operating segment.

The CODM function is regularly provided with

the following significant segment expenses.

Significant expenses include research and development and general and administrative expenses,

which are each separately presented in the Company’s condensed consolidated statements of operations.

The CODM reviews significant

expenses within both the research and development and the general and administrative categories.

Other segment items within net loss

include interest expense, loss on change in fair value of convertible notes, gain on change in fair value of warrant liabilities, loss

on disposal of digital assets, gain on extinguishment of PPP loan, financing costs and other income (expense).

See the condensed consolidated

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

Three Months Ended

September 30,

Government grant revenue

Operating expenses:

Research personnel compensation costs, including stock-based compensation

CRO and regulatory costs

Administrative personnel compensation costs, including stock-based compensation

Research personnel compensation costs, including

stock-based compensation

Contract research organization and regulatory costs

Administrative personnel compensation costs, including

stock-based compensation

Rent and office costs

Legal and accounting costs

Transaction costs

Other expenses (1)

Total segment expenses

1 unchanged sentence

Other income (expense):

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

Gain on change in the fair value of warrant liabilities

Loss on change in the fair value of digital assets

Interest expense

Loss on change in the fair value of convertible notes

Gain on change in fair value of warrant liabilities

Loss on disposal of digital assets

Interest expense (including related parties amounts of $ 5 and $ 609 for the three months ended March 31, 2026 and 2025, respectively)

Gain on extinguishment of PPP loan

Financing costs

Other income (loss)

Total other expense, net

Net loss and comprehensive loss

expenses includes small balances of research materials and supplies along with insurance costs and other third party service providers.

Nine Months Ended

September 30,

Government grant revenue

Operating expenses:

Research personnel compensation costs, including stock-based compensation

CRO and regulatory costs

Administrative personnel compensation costs, including stock-based compensation

Rent and office costs

Legal and accounting costs

Transaction costs

Other expenses (1)

Total segment expenses

Loss from operations

Other income (expense)

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

Gain on change in the fair value of warrant liabilities

Loss on change in the fair value of digital assets

Interest expense

Financing costs

Total other expense, net

Net loss and comprehensive loss

expenses includes small balances of research materials and supplies along with insurance costs and other third party service providers.

The Company has no significant long-lived assets recognized on the

Consolidated Balance Sheets.

Total other income (expense), net

(1) Other expenses includes public relations costs, insurance costs, third party professional services and consulting costs and small balances of research materials and supplies.

The Company has no significant long-lived assets

recognized on the condensed consolidated balance sheets.

The measure of segment assets is reported on the condensed consolidated balance

sheets as total consolidated assets.

Note 13 — Subsequent Events

The Company has evaluated its subsequent events from September 30,

2025 through the date these condensed consolidated financial statements were issued and has determined that there are no subsequent events

requiring disclosure in these condensed consolidated financial statements other than the items noted below.

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

October 7, 2025 the Company purchased $ 1.0 million of Bitcoin, for a total of 7.98 coins.

This purchase of Bitcoin, brings the total Company’s

holdings up to 16.51 coins in total as of the date of this filing, from 8.53 coins at September 30, 2025.

On October 20, 2025, at a Special Meeting of Stockholders, the stockholders

of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, to increase the Company’s

authorized number of shares of Common Stock from 300,000,000 shares to 600,000,000 shares.

On October 8, 2025, the Company filed a Form S-1 registration statement

which relates to the resale of up to 42,594,048 shares of Common Stock comprising:

(a) up to 42,211,548 shares of Common Stock held by

Ascent Partners Fund LLC pursuant to a common stock purchase agreement, dated as of July 28, 2025, and (b) up to 382,500 shares of Common

Stock issued to certain parties in satisfaction of transaction costs incurred in connection with the Business Combination.

On October 27, 2025, the Company received a deficiency letter from

Nasdaq citing the listing rules require listed securities to maintain a minimum Market Value of Publicly Held Shares (MVPHS) of $ 15,000,000 .

The Company has not met this requirement.

The Company has 180 calendar days in which to regain compliance.

If at anytime during this compliance

period the Company’s MVPHS closes at $ 15,000,000 or more for a minimum of ten consecutive business days , Nasdaq will provide

the Company written confirmation of compliance and this matter will be closed.

In the event the Company does not regain compliance with

the Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting.

In October 2025, The Benchmark Company LLC exercised all 250,000 of their common stock warrants.

On October 29 and October 30, 2025 the Company executed three additional

tranches of ELOC puts with aggregate gross proceeds of $ 3.8 million for the issuance of 11,478,624 shares of Common Stock.

These tranches

were issued between $ 0.23 and $ 0.40 per share based on the daily VWAP.

As part of these puts, and in line with the purchase agreement,

the Company used the proceeds to repay $ 0.7 million of the principal balance outstanding on the Ascent PIPE convertible note and additionally

incurred expenses of $ 0.1 million, resulting in net proceeds to the Company of $ 3.0 million.

During the months of October and November,

Ascent also converted $ 2.8 million of the principal balance into common stock, resulting in total loan repayments as of the date

of this filing of $ 4.1 million, $ 3.5 million of which occurred subsequent to September 30, 2025.

The $ 2.8 million principal balance converted into 12,220,837 shares of common stock.

The Company has evaluated its subsequent events

as of March 31, 2026, through the date these condensed consolidated financial statements were issued and has determined that there

are no subsequent events requiring disclosure in these condensed consolidated financial statements other than the items noted below.

During the months April and May 2026, the Company

issued 360,000 shares of the Company’s common stock in exchange for $ 0.4 million under the ELOC Purchase Agreement;

the Company issued

1,870,245 shares of the Company’s common stock for settlement of $ 0.8 million of principal and interest on the Company’s loans payable.

Related Party Convertible Promissory Note

On April 6, 2026, the Company amended the related

party convertible promissory 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.

On April 24, 2026, the Company entered into a

Note Modification and Conversion Agreement with NorthView Sponsor I LLC, amending that certain Promissory Note to establish an outstanding

non-interest-bearing principal balance of $ 1.9 million, extend the maturity date to December 31, 2026, and provide the holder with the

option to convert the outstanding principal into shares of the Company’s common stock.

Subsequently, on April 29, 2026, the Company

entered into Amendment No.

1 to the Note Modification and Conversion Agreement, adding a covenant that restricts the issuance of conversion

shares in excess of 19.99 % of the issued and outstanding common stock unless and until prior stockholder approval is obtained.

PIPE Notes and Warrants

On April 2, 2026, the Company entered into Amendment

4 to our PIPE Subscription Agreement and related Pledge Agreement with Ascent (“Amendment No.

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 has agreed with Ascent that any mandatory

prepayment amounts received under the notes will first be applied to obligations related to such additional notes and thereafter to certain

previously issued secured convertible promissory notes.

In connection with the additional closings on

April 2, 2026 and April 20, 2026, the Company issued Ascent PIPE Notes with an aggregate principal amount of $ 0.6 million and $ 1.1 million,

respectively, and a warrant to purchase 3,333,333 shares of our common stock (“Ascent Warrant”) at an initial exercise price

of $ 0.50 per share is exercisable on a cash or cashless basis through April 20, 2031, and is subject to a 9.99 % beneficial ownership

limitation and customary anti-dilution adjustments.

The notes mature on April 2, 2027 and April 20, 2027, respectively, and each bear

interest at 12 % per annum and is convertible into shares of our common stock, subject to the terms of the notes.

The Ascent Warrant contains

customary terms and provisions for instruments of this nature.

In connection with the Ascent Warrant issuance,

the Company entered into a side letter agreement with Ascent pursuant to which Ascent waived certain defaults under the Purchase Agreement,

the number of shares issuable upon exercise of the Ascent Warrant was increased to 3,333,333 shares, and the Company agreed to provide

Ascent with demand and piggyback registration rights with respect to the underlying shares.

In connection with the Ascent Warrant issuance,

Ascent also entered into a lock-up agreement with the Company, dated as of April 20, 2026, pursuant to which Ascent agreed not to transfer

shares underlying the Ascent Warrant for 120 days (expiring August 22, 2026), subject to customary exceptions.

Any permitted transferee

is required to execute a lock-up agreement on substantially similar terms.

On April 29, 2026, the Company and Ascent Partners

Fund LLC entered into an amendment for the Ascent Warrant, which eliminated the provisions relating to the automatic conversion or assumption

of the Ascent Warrant in connection with fundamental transactions.

Asset Purchase Agreement

On April 1, 2026, the Company entered into a

Letter of Intent (“LOI”) with Bio Insights LLC for the proposed acquisition of Bio Insight LLC’s PanOmics Assay.

April 21, 2026, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Bio Insights LLC

(“Seller”), pursuant to which the Company agreed to acquire substantially all of the know-how assets related to Seller’s

PanOmics Assay, an integrated NGS multi-omics analysis platform used in drug discovery and precision medicine (the “Purchased Assets”).

The Purchased Assets include proprietary methodologies, data, processes, algorithms, software, databases, and related goodwill, but exclude

patent rights and biological samples (which remain with Seller, subject to an exclusive sample access license granted to the Company).

The aggregate purchase price is $ 30,000,000 ,

payable through issuance of Series A Convertible Preferred Stock (the “Preferred Stock”), convertible into common stock one

year following issuance based on the closing trading price of the Company’s common stock on the date preceding closing.

of the Preferred Stock and underlying conversion shares (collectively, the “Securities”) is subject to stockholder approval

as required by Nasdaq Listing Rules 5635(a) and 5635(d).

The Securities are subject to a five-year lock-up, with one-fourth released

annually beginning on the first anniversary of issuance.

Seller is also entitled to receive a royalty equal to 3 % of net revenue from

commercialization of the PanOmics Assay.

The Asset Purchase Agreement contains customary

representations, warranties, covenants, and indemnification provisions, including a five-year non-compete, 24-month transition assistance,

and a voting agreement.

The closing is subject to customary conditions, and either party may terminate if the closing has not occurred

on or before September 30, 2026.

Nasdaq Letters

On April 28, 2026, Nasdaq notified the Company

that it had not regained compliance with Nasdaq Listing Rule 5450(b)(1)(C), which requires the Company to maintain a minimum market value

of publicly held shares of $ 15.0 million for continued listing on The Nasdaq Global Market (the “MVPHS Requirement”), by the

applicable compliance deadline of April 27, 2026.

Nasdaq further notified the Company that the failure to regain compliance with the MVPHS

Requirement serves as an additional basis for delisting the Company’s securities from Nasdaq and that the Nasdaq Hearings Panel

will consider this additional deficiency in connection with its determination regarding the Company’s continued listing on The Nasdaq

Global Market.

The Company intends to present its views with respect to this additional deficiency to the Nasdaq Hearings Panel within

the required timeframe.

There can be no assurance that the Nasdaq Hearings Panel will grant the Company’s request for continued

listing, that the Company will regain compliance with the MVPHS Requirement within any extension period that may be granted, or that the

Company will otherwise maintain compliance with Nasdaq’s continued listing standards.

On May 6, 2026, Nasdaq notified the Company that

the Nasdaq Hearings Panel had granted the Company’s request for continued listing on Nasdaq, subject to certain conditions.

Nasdaq Hearings Panel granted the Company an exception to cure its listing deficiencies, including noncompliance with Nasdaq Listing Rule

5550(a)(2), which requires a minimum bid price of $ 1.00 per share, and Nasdaq Listing Rule 5550(b)(2), which requires a minimum market

value of listed securities for continued listing on The Nasdaq Capital Market.

As a condition to the exception, the Company is required

(i) on or before May 11, 2026, file an application with Nasdaq’s Listing Qualifications Staff to transfer its listing to The

Nasdaq Capital Market;

(ii) on or before June 5, 2026, obtain stockholder approval for a reverse stock split and advise the Nasdaq Hearings

Panel within 24 hours if such approval is not obtained;

(iii) on or before July 6, 2026, demonstrate compliance with the minimum bid price

and (iv) on or before July 6, 2026, demonstrate compliance with Nasdaq’s stockholders’ equity requirement by

filing a timely public disclosure describing the transactions undertaken by the Company to achieve compliance and demonstrate long-term

compliance with the equity requirement, and by providing an indication of its equity following such transactions.

The Nasdaq Hearings

Panel also required the Company to provide prompt notification of any significant events that occur during the exception period that may

affect the Company’s compliance with Nasdaq requirements.

The Nasdaq Hearings Panel reserved the right to reconsider the terms of

the exception based on any event, condition or circumstance that, in its opinion, would make continued listing of the Company’s

securities on Nasdaq inadvisable or unwarranted.

There can be no assurance that the Company will timely satisfy the conditions of the

exception, regain compliance with Nasdaq’s continued listing standards, maintain compliance with Nasdaq’s continued listing

standards thereafter, or otherwise maintain the listing of its securities on Nasdaq.

On May 13, 2026, the Company received notice

that it will be transferred to The Capital Market as of May 15, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements