UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ______

Commission File No.

001-41177

PROFUSA, INC.

(Exact name of registrant as specified in its charter)

Delaware		86-3437271
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

626 Bancroft Way, Suite A Berkeley, CA		94710
(Address of principal executive offices)		(Zip Code)

(925) 997-6925

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		PFSA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of November 18, 2025, there were 65,680,958 shares of common stock, $0.0001 par value outstanding.

Table of Contents

		PAGE
PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months and Nine Months ended September 30, 2025 and 2024 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	5
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Control and Procedures	48

PART II – OTHER INFORMATION		50

Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 3.	Defaults Upon Senior Securities	61
Item 4.	Mine Safety Disclosures	61
Item 5.	Other Information	61
Item 6.	Exhibits	62

SIGNATURES		63

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

PROFUSA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

	September 30, 2025 (UNAUDITED)			December 31 2024
Assets
Current assets:
Cash		3,009			191
Prepaid expenses and other current assets		214			69
Digital assets		972			—
Total current assets		4,195			260
Deferred offering costs		—			2,757
Other non-current assets		55			56
Total assets		4,250			3,073

Liabilities, and stockholders’ deficit
Current liabilities:
Accounts payable		6,982			4,954
Excise tax payable		1,957			—
Accrued liabilities		7,848			3,968
Due to related party		41			—
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)		4,281			45,921
Promissory notes (including notes payable to related parties of $878 and $850 as of September 30, 2025 and December 31, 2024, respectively)		1,045			910
PPP loan		1,386			1,376
Total current liabilities		23,540			57,129
Warrant liabilities at fair value		311			—
Loans payable - related party at fair value		14,359			—
Total liabilities		38,210			57,129
Commitments and contingencies (Note 7)
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)		—			5,231
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)		—			13,701
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)		—			46,217
Total convertible preferred stock		—			65,149
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		—			—
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		4			—

Additional paid-in-capital		118,250			5,753
Accumulated deficit		(152,214	)		(124,958	)
Total stockholders’ deficit		(33,960	)		(119,205	)
Total liabilities and stockholders’ deficit		4,250			3,073

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

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Government grant revenue	$	-		$	75		$	-		$	100
Operating expenses:
Research and development		722			411			1,549			1,349
General and administrative		20,987			767			22,587			2,169
Total operating expenses		21,709			1,178			24,136			3,518
Loss from operations		(21,709	)		(1,103	)		(24,136	)		(3,418	)
Other income (expense)
Gain (loss) on change in the fair value of related party convertible debt		258			(320	)		(52	)		(427	)
Gain on the change in fair value of warrant liabilities		884			—			884			—
Loss on the change in fair value of digital assets		(28	)		—			(28	)		—
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)		(169	)		(1,073	)		(2,496	)		(3,138	)
Financing costs		(1,443	)		—			(1,443	)		—
Other income (expense)		15			(1	)		15			5
Total other expense, net		(483	)		(1,394	)		(3,120	)		(3,560	)
Net loss and comprehensive loss		(22,192	)		(2,497	)		(27,256	)		(6,978	)

Net loss per share, basic and diluted	$	(0.70	)	$	(1.29	)	$	(2.29	)	$	(3.60	)
Weighted-average common shares outstanding, basic and diluted		31,731,118			1,938,392			11,905,811			1,938,392

⁽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.

PROFUSA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

	Series A Convertible Preferred Stock						Series B Convertible Preferred Stock						Series C/C-1 Convertible Preferred Stock						Common Stock ⁽¹⁾				Additional paid in			Accumulated			Total Stockholders’
	Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount		capital			deficit			Deficit
Balance at January 1, 2025 ⁽¹⁾		4,350,314			5,231			5,293,175			13,701			8,220,445			46,217			1,938,392		—		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			1,938,392		—		5,758			(127,674	)		(121,916	)
Stock-based compensation expense		—			—			—			—			—			—			—		—		82			—			82
Net loss		—			—			—			—			—			—			—		—		—			(2,348	)		(2,348	)
Balance at June 30, 2025		4,350,314			5,231			5,293,175			13,701			8,220,445			46,217			1,938,392		—		5,840			(130,022	)		(124,182	)
Conversion of preferred stock into common stock		(4,350,314	)		(5,231	)		(5,293,175	)		(13,701	)		(8,220,445	)		(46,217	)		6,178,315		1		65,148			—			65,149
Common stock issued to employees		—			—			—			—			—			—			477,283		—		428			—			428
Stock-based compensation expense		—			—			—			—			—			—			—		—		189			—			189
Conversion of debt to common shares in connection with the merger		—			—			—			—			—			—			14,782,446		1		46,890			—			46,891
Issuance of common stock to Northview stockholders as a result of the merger		—			—			—			—			—			—			6,482,397		1		(12,347	)		—			(12,346	)
Issuance of inducement shares to related party in connection with the merger		—			—			—			—			—			—			2,901,833		—		7,254			—			7,255
Issuance in shares in connection with exercise of ELOC		—			—			—			—			—			—			8,070,830		1		3,536			—			3,537
Issuance of warrants in connection with exercise of ELOC Warrants		—			—			—			—			—			—			—		—		982			—			982
Issuance in shares in connection with exercise of ELOC Warrants		—			—			—			—			—			—			900,000		—		—			—			—
Issuance of warrants to financial advisor in connection with the merger		—			—			—			—			—			—			—		—		330			—			330
Net loss		—			—			—			—			—			—			—		—		—			(22,192	)		(22,192	)
Balance at September 30, 2025		—			—			—			—			—			—			41,731,496		4		118,250			(152,214	)		(33,960	)

(1)

Retroactively restated for the reverse recapitalization as described in Note 3.

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)

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Series C/C-1 Convertible Preferred Stock				Common Stock ⁽¹⁾				Additional paid in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		capital		deficit			Deficit
Balance at January 1, 2024		4,350,314		5,231		5,293,175		13,701		8,220,445		46,217		1,938,392		—		5,732		(115,728	)		(109,996	)
Stock-based compensation expense		—		—		—		—		—		—		—		—		5		—			5
Net loss		—		—		—		—		—		—		—		—		—		(2,071	)		(2,071	)
Balance at March 31, 2024		4,350,314		5,231		5,293,175		13,701		8,220,445		46,217		1,938,392		—		5,737		(117,799	)		(112,062	)
Stock-based compensation expense		—		—		—		—		—		—		—		—		6		—			6
Net loss		—		—		—		—		—		—		—		—		—		(2,410	)		(2,410	)
Balance at June 30, 2024		4,350,314		5,231		5,293,175

SEC Form 10-Q filed by Profusa Inc.