Profusa, Inc. 10-Q

Item 1. Financial Statements. PROFUSA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) (UNAUDITED) March 31, 2026 December 31, 2025 Assets Current assets: Cash $ 375 $ 1,778 Prepaid expenses and other current assets 287 541 Digital assets — 1,445 Total current assets 662 3,764 Property and equipment, net 13 8 Other non-current assets 41 3 Right-of-use asset 146 — Total assets $ 862 $ 3,775 Liabilities and Stockholders’ Deficit Current liabilities: Accounts payable $ 8,309 $ 7,345 Excise tax payable 1,953 1,953 Accrued expenses and other current liabilities 6,180 5,981 Due to related party 41 41 Convertible notes payable and loans payable at fair value 7,020 42 Promissory notes and other 710 946 Convertible and promissory notes payable to related parties 4,807 4,560 PPP loan — 1,390 Total current liabilities 29,020 22,258 Warrant liabilities at fair value 40 298 Loans payable at fair value — 7,877 Total liabilities 29,060 30,433 Commitments and contingencies (Note 6) Stockholders’ Deficit: Undesignated preferred stock: $ 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 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 136,039 134,123 Accumulated deficit ( 164,237 ) ( 160,781 ) Total stockholders’ deficit ( 28,198 ) ( 26,658 ) Total liabilities and stockholders’ deficit $ 862 $ 3,775 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 PROFUSA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) (UNAUDITED) Three Months Ended March 31, 2026 2025 Operating expenses: Research and development $ 1,146 $ 434 General and administrative 2,860 990 Total operating expenses 4,006 1,424 Loss from operations ( 4,006 ) ( 1,424 ) Other income (expenses) Loss on change in the fair value of convertible notes ( 797 ) ( 156 ) Gain on change in fair value of warrant liabilities 258 — Loss on disposal of digital assets ( 295 ) — Interest expense (including related parties amounts of $ 5 and $ 609 for the three months ended March 31, 2026 and 2025, respectively) ( 18 ) ( 1,135 ) Gain on extinguishment of PPP loan 1,391 — Financing costs ( 60 ) — Other income (expense) 71 ( 1 ) Total other income (expense), net 550 ( 1,292 ) Net loss $ ( 3,456 ) $ ( 2,716 ) Net loss per share, basic and diluted $ ( 2.05 ) $ ( 105.09 ) Weighted-average common shares outstanding, basic and diluted 1,688,107 25,844 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 PROFUSA, INC. CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (IN THOUSANDS, EXCEPT SHARE AMOUNTS) (UNAUDITED) Series A Convertible Preferred Stock Series B Convertible Preferred Stock Series C/C-1 Convertible Preferred Stock Common Stock Additional Paid-In Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Balance at January 1, 2026 — $ — — $ — — $ — 1,232,052 $ — $ 134,123 $ ( 160,781 ) $ ( 26,658 ) Issuance of shares in connection with exercise of ELOC — — — — — — 321,439 — 469 — 469 Issuance of shares in connection with the conversion of the PIPE note — — — — — — 826,532 — 1,260 — 1,260 Stock-based compensation expense — — — — — — — — 187 — 187 Net loss — — — — — — — — — ( 3,456 ) ( 3,456 ) Balance at March 31, 2026 — $ — — $ — — $ — 2,380,023 $ — $ 136,039 $ ( 164,237 ) $ ( 28,198 ) Balance at January 1, 2025 4,350,314 $ 5,231 5,293,175 $ 13,701 8,220,445 $ 46,217 25,844 $ — $ 5,753 $ ( 124,958 ) $ ( 119,205 ) Stock-based compensation expense — — — — — — — — 5 — 5 Net loss — — — — — — — — — ( 2,716 ) ( 2,716 ) Balance at March 31, 2025 4,350,314 $ 5,231 5,293,175 $ 13,701 8,220,445 $ 46,217 25,844 $ — $ 5,758 $ ( 127,674 ) $ ( 121,916 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 3 PROFUSA, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) Three Months Ended March 31, 2026 2025 Cash flows from operating activities Net loss $ ( 3,456 ) $ ( 2,716 ) Adjustments to reconcile net loss to net cash used in operating activities: Noncash interest expense 18 1,135 Gain on extinguishment of debt ( 1,392 ) — Loss on change in fair value of convertible notes 797 156 Stock-based compensation expense 187 5 Gain on change in fair value of warrant liabilities ( 258 ) — Loss on disposal of digital assets 295 — Changes in assets and liabilities: Prepaid expenses and other current assets 254 ( 18 ) Other non-current assets ( 50 ) 1 Accounts payable 964 764 Accrued expenses and other current liabilities 65 136 Net cash used in operating activities ( 2,576 ) ( 537 ) Cash flows from investing activities Sale of digital assets 1,150 — Purchase of property, plant and equipment ( 5 ) — Net cash provided by investing activities 1,145 — Cash flows from financing activities Proceeds from ELOC 469 — Repayment on convertible notes, promissory notes and loans payable ( 441 ) — Proceeds from issuance of senior notes — 750 Payment of deferred offering costs — ( 385 ) Net cash provided by financing activities 28 365 Net decrease in cash ( 1,403 ) ( 172 ) Cash at the beginning of the period 1,778 191 Cash at the end of the period $ 375 $ 19 Supplemental disclosures of non-cash investing and financing information: Conversion of debt to equity $ 1,260 $ — Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 244 $ — Unpaid deferred offering costs $ — $ 328 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 PROFUSA, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1 — Organization, Description of Business, Going Concern and Significant Risks and Uncertainties Description of Business Profusa, Inc. (the “Company”), 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 March 31, 2026, the Company had a working capital deficit of approximately $ 28.4 million. For the 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 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, 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. 5 On July 28, 2025 (the “effective date”), the Company entered into the Equity Line of Credit (“ELOC”) Securities Purchase Agreement (the “ELOC Purchase Agreement”) and the ELOC Registration Rights Agreement (the “ELOC Registration Rights Agreement”) with Ascent (the “Committed Equity Facility”). Upon the terms and subject to the satisfaction of the conditions contained in the PIPE Subscription Agreement, from and after the effective date, the Company will have the right, in its sole discretion, to sell to Ascent up to $ 100.0 million of shares of the Company’s common stock, subject to certain limitations set forth in the ELOC Purchase Agreement, from time to time during the term of the ELOC Purchase Agreement. Sales of common stock under the ELOC Purchase Agreement, and the timing of any such sales, are solely at the Company’s option, and the Company is under no obligation to sell any securities to Ascent under the ELOC Purchase Agreement. During the three 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 development. 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. The Company 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. 6 Note 2 — Summary of Significant Accounting Policies Basis of Presentation The Company’s condensed consolidated financial statements include the accounts of Profusa and its wholly-owned subsidiary. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The 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 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. 7 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. Leases The Company determines if an arrangement is or contains a lease at inception by evaluating various factors, including if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration and other facts and circumstances. Lease classification is determined at the lease commencement date. Lease liabilities and their corresponding right-of-use (“ROU”) assets are recognized at commencement date and recorded based on the present value of lease payments over the expected lease term. The implicit rates within the Company’s operating leases are generally not determinable and therefore the Company estimates the incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of the incremental borrowing rate requires judgment. The Company determines the incremental borrowing rate for each lease using an estimated borrowing rate, adjusted for various factors including level of collateralization and term to align with the terms of the lease. The ROU asset also might include lease prepayments, offset by lease incentives. Certain leases include options to extend or terminate the lease. Lease terms include options to extend or terminate the lease when it is reasonably certain we will exercise that option. The Company has made accounting policy elections to (i) not recognize ROU assets or lease liabilities for short-term leases (leases with lease terms of 12 months or less); and (ii) combine lease and non-lease components. Variable lease payments are recognized in the condensed consolidated statements of operations when incurred and include certain non-lease components, such as maintenance and other services provided by the lessor to the extent the charges are variable. The cash flow impact from the change in operating lease right-of-use asset and the operating lease liability during the 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. ELOC On July 28, 2025, the Company entered into the ELOC Purchase Agreement and a related registration rights agreement with Ascent. Subject to the terms and conditions of the ELOC Purchase Agreement, the Company has the right, but not the obligation, to sell up to $ 100.0 million of shares of its common stock to Ascent from time to time at a discount to the lowest daily volume-weighted average price (“VWAP”) of the Company’s common stock, subject to specified caps and limitations. The ELOC comprises a purchased put option and a forward share issuance that do not qualify for equity classification. Accordingly, the ELOC is measured at fair value, with changes between the put date and settlement date recognized in earnings. During the three months ended March 31, 2026 , ELOC puts were settled within the same day, and the resulting changes in fair value were not material. Proceeds received upon the Company’s draws under the ELOC and the related share issuances are recognized in equity based on the gross proceeds received. The Company issued warrants to purchase up to 12,000 shares of common stock (the “ELOC Warrants”) on July 20, 2025 in consideration for Ascent’s commitment. The ELOC Warrants were determined to be equity-classified and were expensed as financing fees along with other issuance costs associated with the ELOC. The ELOC Warrants were fair valued at $ 0.9 million and were not remeasured after the initial issuance. 8 Fair Value of Financial Instruments The Company’s financial instruments consist of accounts payable, warrant liabilities, promissory notes, loans payable, convertible promissory notes and senior notes. The Company states accounts payable, promissory notes and senior notes at their carrying value, which approximates fair value due to the short time to the expected payment. See Note 3 for instruments valued under Level 3. Ascent PIPE Notes In connection with the Business Combination, the Company assumed the rights and obligations under the PIPE Subscription Agreement, which provides for the issuance of Senior Secured Convertible Promissory Notes (the “Ascent PIPE Notes”) in an aggregate principal amount of up to $ 22.2 million. At Closing Date, the Company elected the fair value option (“FVO”) under ASC 825, Financial Instruments to recognize the issued Ascent PIPE Notes. Accordingly, no features of the Ascent PIPE Notes are bifurcated and separately accounted for. 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. 9 Recent Accounting Pronouncements Recently issued accounting standards not yet adopted In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”). ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. As revised by ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, the provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. With the exception of expanding disclosures to include more granular income statement expense categories, the Company does not expect the adoption of ASU 2024-03 to have a material effect on its condensed consolidated financial statements taken as a whole. In 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. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The guidance 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. 10 Note 3 — Fair Value Measurement Assets and liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 — Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 — Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company measures certain financial instruments at fair value using valuation techniques that require the use of observable and unobservable inputs and assumptions, including, as applicable, risk-free interest rates, expected terms, expected volatility, credit risk, market yields, conversion or exercise prices, the fair value of the Company’s common stock, and other instrument-specific terms and market inputs. The risk-free interest rate for each applicable financial instrument is based on the U.S. Treasury yield curve in effect as of the valuation date for a term commensurate with the expected term, contractual term, or estimated settlement period of the instrument, as applicable. Expected volatility, when applicable, may differ among financial instruments due to differences in expected terms, contractual maturities, settlement provisions, conversion or exercise features, valuation methodologies, market inputs, and the historical periods used to estimate volatility. 11 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 Level 1 Level 2 Level 3 Total Liabilities: Convertible notes due to related parties held at fair value $ — $ — $ 4,402 $ 4,402 Loans payable at fair value — — 6,977 6,977 Warrant liabilities - Private Placement Warrants — — 37 37 Warrant liabilities - Representative’s Warrants — — 3 3 Total liabilities measured at fair value $ — $ — $ 11,419 $ 11,419 As of December 31, 2025 Level 1 Level 2 Level 3 Total Assets: Digital assets (Bitcoin) $ 1,445 $ — $ — $ 1,445 Liabilities: Convertible notes due to related parties held at fair value $ — $ — $ 4,160 $ 4,160 Loans payable at fair value — — 7,877 7,877 Warrant liabilities - Private Placement Warrants — — 277 277 Warrant liabilities - Representative’s Warrants — — 21 21 Total liabilities measured at fair value $ — $ — $ 12,335 $ 12,335 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, 2025: 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. March 31, 2026 December 31, 2025 Input Risk-free interest rate 3.88 % 3.79 % Expected term (years) 4.28 4.53 Expected volatility 57.80 % 139.20 % Exercise price $ 862.50 $ 862.50 Fair value of Common stock $ 0.51 $ 7.86 12 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 months ended March 31, 2026 (in thousands): Private Placement Warrants Representative’s Warrants Total Level 3 Warrant liabilities Fair value at January 1, 2026 $ 277 $ 21 $ 298 Gain in fair value of warrant liabilities ( 240 ) ( 18 ) ( 258 ) Fair value at March 31, 2026 $ 37 $ 3 $ 40 Convertible notes payable, related party 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 Party Related Party Convertible Promissory Note Total Level 3 Related Party Convertible Notes Fair value as of January 1, 2026 $ 2,290 $ 1,870 $ 4,160 Loss on change in the fair value of related party convertible debt 242 — 242 Fair value as of March 31, 2026 $ 2,532 $ 1,870 $ 4,402 Tasly Convertible Note - Related Party Fair value as of January 1, 2025 $ 2,234 Loss on change in the fair value of related party convertible notes 156 Fair value as of March 31, 2025 $ 2,390 13 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 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: March 31, 2026 December 31, 2025 Input Risk-free interest rate 3.70 % 3.48 % Expected term (years) 0.78 1.03 Expected volatility 69.10 % 68.30 % Fair value of Common stock $ 0.51 $ 7.86 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 $ 7,877 Repayments of debt ( 195 ) Conversion of debt to equity ( 1,260 ) Loss on change in the fair value of loans payable 555 Fair value as of March 31, 2026 $ 6,977 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. 14 Note 4 — Balance Sheet Components Prepaid expenses and other current assets (in thousands): March 31, 2026 December 31, 2025 Prepaid insurance $ 120 $ 441 Prepaid expenses 167 100 $ 287 $ 541 Accrued Liabilities (in thousands): March 31, 2026 December 31, 2025 Accrued compensation $ ( 4,151 ) $ ( 4,066 ) Accrued other liabilities ( 2,029 ) ( 1,915 ) $ ( 6,180 ) $ ( 5,981 ) Note 5 — Debt 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 Debt repayments ( 195 ) — — — ( 24 ) — ( 222 ) Change in fair value 555 242 — — — — — Conversion of debt to equity ( 1,260 ) — — — — — — Debt forgiven — — — — — ( 1,392 ) Accrued stated interest — — — 1 15 2 — Balance at March 31, 2026; Current debt $ 6,977 $ 2,532 $ 1,870 $ 43 $ 1,040 $ — $ 75 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 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 — 4/11/2026 15 Junior Convertible Notes Tasly Convertible Note - Related Party Senior Notes Promissory Notes PPP Loan Balance at January 1, 2025 $ 18,419 $ 2,234 $ 25,268 $ 910 $ 1,376 Issuance of debt — — 750 — — Change in fair value — 156 — — — Stated interest 545 — 572 15 3 Amortization of debt discount and issuance costs 1 — ( 1 ) — — Balance at March 31, 2025; Current debt $ 18,965 $ 2,390 $ 26,589 $ 925 $ 1,379 Convertible Notes 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. As 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. The lender has the option to convert the entire outstanding balance and accrued but unpaid interest under the Tasly Convertible Note into either (i) senior unsecured promissory notes on substantially the same terms as the outstanding 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. 16 The Company elected to apply the fair value option to account for the Tasly Convertible Note and as such, no features of the Tasly Convertible Note are bifurcated and separately accounted for. The fair value of the Tasly Convertible Note was $ 2.5 million and $ 2.3 million, as of March 31, 2026 and December 31, 2025. 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 Party The Company now holds the convertible working capital promissory note which was previously held by Northview Acquisition Corporation with NorthView Sponsor I, LLC, the sponsor of NorthView (the “Sponsor”) for up to $ 2.5 million. The related party convertible promissory note is non-interest bearing and became convertible on the Closing Date. The Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $ 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. On March 20, 2026, the related party convertible promissory note was amended to extend the maturity date from January 11, 2026 to December 31, 2026. The Company elected to apply the fair value option to account for the convertible promissory note and as such, no features of the convertible promissory note are bifurcated and separately accounted for. 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. Senior Notes 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 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. The annual effective interest rate on the Senior Notes for the three months ended March 31, 2026 was not meaningful due to the immaterial outstanding balance. The interest expense for the three months ended March 31, 2026 and 2025 was not material and $ 0.6 million, respectively. 17 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 Financing 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 2027 Total Tasly convertible note - related party $ 2,532 $ — $ 2,532 Convertible promissory note - related party 1,870 — 1,870 Loans payable — 6,977 6,977 Senior notes 43 — 43 Promissory notes 1,040 — 1,040 D&O financing 75 — 75 Total contractual obligations $ 5,560 $ 6,977 $ 12,537 18 Note 6 — Commitments and Contingencies Operating Lease Obligations On January 27, 2026, the Company executed a 15 month lease agreement for its office and lab facilities for a total consideration of $ 0.3 million to be paid over the lease term. The incremental borrowing rate estimated at the lease commencement date was determined to be 11.45 %. The lease terminates at the end of February 2027. Concurrently, the Company executed sublease agreements with sublessees for a six month period for a portion of the leased space. For the three months ended 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 material. 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. Under an advisory agreement with The Benchmark Company, LLC, the Company may be required to pay up to an additional $ 0.3 million in advisory fees. As of the balance sheet date, this amount represents a contingent commitment that has not been recorded as a liability, as the amount payable is currently not estimable, as it may be reduced by future services performed under the agreement. In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims; however, the Company may record charges in the future as a result of these indemnification obligations. In December 2025, the Company received a Notice of Entry of Judgment in connection with litigation brought by a vendor with claims for breach of contract, which was ruled in favor of the vendor. As of 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. Mayo retains certain customary reserved rights, including rights related to educational, research and clinical programs. 19 Under the License Agreement, beginning with the first commercial sale of a licensed product, the Company is required to pay Mayo earned royalties on net sales of licensed products. The applicable royalty rates vary based on the licensed field and the type of intellectual property coverage applicable to the licensed product. The Company is also obligated to make nonrefundable milestone payments to Mayo upon the first achievement of specified commercial, regulatory and clinical events for each licensed product and to pay Mayo a percentage of certain sublicense income received by the Company. As of 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. Common Stock Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to prior rights of the preferred stockholders. As of March 31, 2026, no dividends have been declared to date. The Company reserved shares of common stock, as adjusted for the recapitalization and for the Reverse Stock Split, on an as-converted basis, for future issuance as follows: March 31, 2026 December 31, 2025 Outstanding options under 2025 Plan 27,061 12,527 Issuance of options under the 2025 Plan 85,852 100,386 Outstanding common stock warrants 233,822 233,822 Issuance of earnout shares (1) 38,750 38,750 385,485 385,485 (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 1,766 233,822 20 Note 9 — Stock Option Plan 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 Number of Options Weighted-Average Exercise Price Per Share Balances at December 31, 2025 12,527 $ 231.81 Options granted 14,648 5.35 Options cancelled ( 114 ) 505.27 Balances at March 31, 2026 27,061 $ 164.48 Stock-Based Compensation Expense by Function 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 March 31, 2026 2025 General and administrative $ 155 $ 2 Research and development 32 3 Total stock-based compensation $ 187 $ 5 Increase in stock based compensation for the three months ended March 31, 2026 is due to incremental grants issued subsequent to March 31, 2025. 21 Note 10 — Related Party Transactions 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, 2025 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 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 Stockholders Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. In periods of net loss, the two-class method requires that losses be allocated only to common shareholders. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted-average shares outstanding, as the inclusion of common stock equivalents would be antidilutive. The common stock equivalents consist of stock options, convertible notes and loans payable, 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 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): Three Months Ended March 31, 2026 2025 Numerator: Net loss $ ( 3,456 ) $ ( 2,716 ) Denominator: Weighted average shares used to compute basic and diluted net loss per share 1,688,107 25,844 Net loss per share attributable to common stockholders - basic and diluted: $ ( 2.05 ) $ ( 105.09 ) 22 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 March 31, 2026 2025 Convertible preferred stock — 82,377 Convertible notes payable — 216,331 Related party convertible notes payable at fair value (1) 28,814 64 Loans payable - held at fair value (2) 15,461,496 — Warrants 233,822 — Options to purchase common stock 27,061 13,705 Earnout shares (3) 38,750 — Total 15,789,943 312,477 (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 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 decisions. The CODM function views the Company’s operations and manages its business on a consolidated basis and as a single reportable operating segment. The CODM function is regularly provided with the following significant segment expenses. Significant expenses include research and development and general and administrative expenses, which are each separately presented in the Company’s condensed consolidated statements of operations. The CODM reviews significant expenses within both the research and development and the general and administrative categories. Other segment items within net loss include interest expense, loss on change in fair value of convertible notes, gain on change in fair value of warrant liabilities, loss on disposal of digital assets, gain on extinguishment of PPP loan, financing costs and other income (expense). See the condensed consolidated financial statements for other financial information regarding the Company’s operating segment. 23 Three Months Ended March 31, 2026 2025 Operating expenses: Research personnel compensation costs, including stock-based compensation $ 297 $ 338 Contract research organization and regulatory costs 635 — Administrative personnel compensation costs, including stock-based compensation 699 335 Rent and office costs 127 200 Legal and accounting costs 1,220 539 Other expenses (1) 1,028 12 Total segment expenses 4,006 1,424 Loss from operations ( 4,006 ) ( 1,424 ) Other income (expense): Loss on change in the fair value of convertible notes ( 797 ) ( 61 ) Gain on change in fair value of warrant liabilities 258 — Loss on disposal of digital assets ( 295 ) — Interest expense (including related parties amounts of $ 5 and $ 609 for the three months ended March 31, 2026 and 2025, respectively) ( 18 ) ( 1,230 ) Gain on extinguishment of PPP loan 1,391 — Financing costs ( 60 ) — Other income (expense) 71 ( 1 ) Total other income (expense), net 550 ( 1,292 ) Net loss $ ( 3,456 ) $ ( 2,716 ) (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 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. 24 Related Party Convertible Promissory Note Amendments 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 No. 4 to our PIPE Subscription Agreement and related Pledge Agreement with Ascent (“Amendment No. 4”). 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. 25 Asset Purchase Agreement On April 1, 2026, the Company entered into a Letter of Intent (“LOI”) with Bio Insights LLC for the proposed acquisition of Bio Insight LLC’s PanOmics Assay. On April 21, 2026, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Bio Insights LLC (“Seller”), pursuant to which the Company agreed to acquire substantially all of the know-how assets related to Seller’s PanOmics Assay, an integrated NGS multi-omics analysis platform used in drug discovery and precision medicine (the “Purchased Assets”). The Purchased Assets include proprietary methodologies, data, processes, algorithms, software, databases, and related goodwill, but exclude patent rights and biological samples (which remain with Seller, subject to an exclusive sample access license granted to the Company). The aggregate purchase price is $ 30,000,000 , payable through issuance of Series A Convertible Preferred Stock (the “Preferred Stock”), convertible into common stock one year following issuance based on the closing trading price of the Company’s common stock on the date preceding closing. Issuance of the Preferred Stock and underlying conversion shares (collectively, the “Securities”) is subject to stockholder approval as required by Nasdaq Listing Rules 5635(a) and 5635(d). The Securities are subject to a five-year lock-up, with one-fourth released annually beginning on the first anniversary of issuance. Seller is also entitled to receive a royalty equal to 3 % of net revenue from commercialization of the PanOmics Assay. The Asset Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions, including a five-year non-compete, 24-month transition assistance, and a voting agreement. The closing is subject to customary conditions, and either party may terminate if the closing has not occurred on or before September 30, 2026. 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. The 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 to: (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 requirement; and (iv) on or before July 6, 2026, demonstrate compliance with Nasdaq’s stockholders’ equity requirement by filing a timely public disclosure describing the transactions undertaken by 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. 26