Full Press Release Details
PROFUSA, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED
(IN THOUSANDS, EXCEPT
SHARE AND PER SHARE AMOUNTS)
| June 30, 2025 (UNAUDITED) | December 31 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 44 | $ | 191 | ||||
| Other receivables | - | - | ||||||
| Prepaid expenses and other current assets | 209 | 69 | ||||||
| Total current assets | 253 | 260 | ||||||
| Deferred offering costs | 4,136 | 2,757 | ||||||
| Other non-current assets | 55 | 56 | ||||||
| Total assets | $ | 4,444 | $ | 3,073 | ||||
| Liabilities, convertible preferred stock, and stockholders' deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 6,884 | $ | 4,954 | ||||
| Accrued liabilities | 4,299 | 3,968 | ||||||
| Convertible debt payable (including loans and notes payable to a related party of $26,670 and $25,056 as of June 30, 2025 and December 31, 2024, respectively.) | 49,971 | 45,921 | ||||||
| Promissory notes (including notes payable to related parties of $878 and $850 as of June 30, 2025 and December 31, 2024, respectively) | 940 | 910 | ||||||
| PPP loan | 1,383 | 1,376 | ||||||
| Total current liabilities | 63,477 | 57,129 | ||||||
| Total liabilities | 63,477 | 57,129 | ||||||
| Commitments and contingencies (Note 6) | ||||||||
| Convertible Preferred Stock: | ||||||||
| Series A convertible preferred stock: $0.0001 par value - 4,350,314 shares authorized at June 30, 2025 and December 31, 2024, and 4,350,314 shares issued and outstanding at June 30, 2025 and December 31, 2024, (Liquidation preference $5,307 at June 30, 2025 and December 31, 2024) | 5,231 | 5,231 | ||||||
| Series B convertible preferred stock: $0.0001 par value - 5,293,175 shares authorized at June 30, 2025 and December 31, 2024, and 5,293,175 shares issued and outstanding at June 30, 2025 and December 31, 2024, (Liquidation preference $13,815 at June 30, 2025 and December 31, 2024) | 13,701 | 13,701 | ||||||
| Series C/C-1 convertible preferred stock: $0.0001 par value - 8,907,893 shares authorized at June 30, 2025 and December 31, 2024, and 8,220,445 shares issued and outstanding at June 30, 2025 and December 31, 2024, (Liquidation preference $45,062 at June 30, 2025 and December 31, 2024) | 46,217 | 46,217 | ||||||
| Total convertible preferred stock | 65,149 | 65,149 | ||||||
| Stockholders' deficit: | ||||||||
| Common stock: $0.0001 par value - 40,000,000 authorized shares at June 30, 2025 and December 31, 2024, and 5,604,651 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively | - | - | ||||||
| Additional paid-in-capital | 5,840 | 5,753 | ||||||
| Accumulated deficit | (130,022 | ) | (124,958 | ) | ||||
| Total stockholders' deficit | (124,182 | ) | (119,205 | ) | ||||
| Total liabilities, convertible preferred stock and stockholders' deficit | $ | 4,444 | $ | 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
(IN THOUSANDS, EXCEPT
SHARE AND PER SHARE AMOUNTS)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Government grant revenue | $ | - | $ | 25 | $ | - | $ | 25 | ||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | 393 | 432 | 827 | 938 | ||||||||||||
| General and administrative | 610 | 569 | 1,600 | 1,402 | ||||||||||||
| Total operating expenses | 1,003 | 1,001 | 2,427 | 2,340 | ||||||||||||
| Loss from operations | (1,003 | ) | (976 | ) | (2,427 | ) | (2,315 | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Loss on change in the fair value of related party Tasly convertible debt | (57 | ) | (15 | ) | (118 | ) | (11 | ) | ||||||||
| Interest expense (including related parties amounts of $629 and $575 for the three months ended June 30, 2025 and June 30, 2024, and $1,333 and $1,199 for the six months ended June 30, 2025 and June 30, 2024, respectively) | (1,289 | ) | (1,081 | ) | (2,519 | ) | (2,161 | ) | ||||||||
| Other income | 1 | 1 | - | 6 | ||||||||||||
| Total other expense, net | (1,345 | ) | (1,095 | ) | (2,637 | ) | (2,166 | ) | ||||||||
| Net loss and comprehensive loss | $ | (2,348 | ) | $ | (2,071 | ) | $ | (5,064 | ) | $ | (4,481 | ) | ||||
| Net loss per share, basic and diluted | $ | (0.42 | ) | $ | (0.37 | ) | $ | (0.90 | ) | $ | (0.80 | ) | ||||
| Weighted-average common shares outstanding, basic and diluted | 5,604,651 | 5,601,651 | 5,604,651 | 5,601,651 |
The accompanying notes
are an integral part of these condensed consolidated financial statements.
PROFUSA, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED
STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
FOR THE THREE AND SIX
MONTHS ENDED JUNE 30, 2025 and 2024
(IN THOUSANDS, EXCEPT
| 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, 2024 | 4,350,314 | $ | 5,231 | 5,293,175 | $ | 13,701 | 8,220,445 | $ | 46,217 | 5,604,651 | $ | - | $ | 5,732 | $ | (115,728 | ) | $ | (109,996 | ) | ||||||||||||||||||||||||
| Stock-based compensation expense | - | - | - | - | - | - | - | - | 5 | - | 5 | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | (2,071 | ) | (2071 | ) | |||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | 4,350,314 | 5,231 | 5,293,175 | 13,701 | 8,220,445 | 46,217 | 5,604,651 | - | 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 | 13,701 | 8,220,445 | 46,217 | 5,604,651 | - | 5,743 | (120,209 | ) | (114,466 | ) | |||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | 4,350,314 | 5,231 | 5,293,175 | 13,701 | 8,220,445 | 46,217 | 5,604,651 | - | 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 | 5,604,651 | - | 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 | 5,604,651 | $ | - | $ | 5,840 | $ | (130,022 | ) | $ | (124,182 | ) |
The accompanying notes
are an integral part of these condensed consolidated financial statements.
PROFUSA, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (5,064 | ) | $ | (4,481 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Non-cash interest expense | 2,519 | 2,161 | ||||||
| Gain on change in fair value of related party convertible debt | 118 | 11 | ||||||
| Loss on disposition of property and equipment, net | - | 2 | ||||||
| Stock-based compensation expenses | 82 | 11 | ||||||
| Changes in assets and liabilities: | ||||||||
| Other receivables | - | 44 | ||||||
| Prepaid expenses and other current assets | (140 | ) | (110 | ) | ||||
| Other non-current assets | 1 | (1 | ) | |||||
| Accounts payable | 1,027 | 513 | ||||||
| Accrued liabilities | 331 | 842 | ||||||
| Net cash used in operating activities | (1,126 | ) | (1,008 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of senior notes | 1,450 | 1,120 | ||||||
| Proceeds from issuance of convertible loan | - | 16 | ||||||
| Repayment of senior notes | - | (115 | ) | |||||
| Payment of deferred offering costs | (476 | ) | (117 | ) | ||||
| Net cash provided by financing activities | 974 | 904 | ||||||
| Net (decrease) in cash | (152 | ) | (104 | ) | ||||
| Cash at the beginning of the period | 191 | 142 | ||||||
| Cash at the end of the period | $ | 39 | $ | 38 | ||||
| Supplemental disclosures of non-cash investing and financing information: | ||||||||
| Increase (decrease) in unpaid deferred offering costs | $ | 904 | $ | 102 |
The accompanying notes
are an integral part of these condensed consolidated financial statements.
PROFUSA, INC. AND SUBSIDIARY
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 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
months. The ability of Lumee Glucose to provide continuous glucose monitoring with only an initial single injection, is an attractive
alternative for people with diabetes to manage their disease without the need for frequent finger sticks required by standard glucometers,
or the need for weekly sensor replacement as required by current short-term needle-type CGMs.
On November 6, 2022, the Company's
board of directors unanimously approved the pursuit of a business combination transaction involving the Company. On November 7, 2022,
the Company entered into an Agreement and Plan of Merger ("Merger") with NorthView Acquisition Corp ("NorthView").
The Company obtained Shareholder approval and successfully completed the merger on July 11, 2025 where a subsidiary of NorthView merged
with the Company, with the Company surviving the Merger as a wholly owned subsidiary of NorthView.
On February 11, 2025, the parties to the Merger
Agreement entered into Amendment No. 4 to the Merger Agreement (the "Amendment") pursuant to which the parties agreed to revise
the Company Reference Value (as defined in the Merger Agreement) to adjust for financing proceeds received by Profusa prior to the Business
Combination, along with debt conversions and incentive shares to be issued. Additionally, the Amendment (i) revised the definition of
"Milestone Event III" such that the parties extended the period for Profusa to consummate the APAC Joint Venture (as defined
in the Merger Agreement) and receive the related funding from December 31, 2024 until December 31, 2025, and (ii) revised the definition
of "Milestone Event IV" to change the earnout revenue target from $99,702,000 for the fiscal year ended December 31, 2025
to an earnout revenue target of $11,864,000 for the fiscal year ended December 31, 2026.
In relation to Milestone Event III: On August
8, 2023, a new wholly owned subsidiary, Profusa Asia Pacific Pte. Ltd ("APAC"), was created and incorporated by the Company
under the laws of Singapore. Upon creation, the new entity was capitalized by the Company by payment of $1,000 for 1,000 Ordinary Shares.
As a result, at the time of incorporation, the entity became a wholly owned subsidiary of the Company. The entity was created with the
expectation of jointly conducting the business of developing, manufacturing and commercializing the Lumee Glucose and the Lumee Oxygen
products, currently under development by the Company, together with a third party. No business or activities will have been conducted
by the entity from the date of formation through and until the closing date of the proposed License Agreement and Shareholders Agreement
between the Company and Best Life Technology Ltd, an entity wholly owned and controlled by the Tasly Holding Group ("Tasly")
which is a related party of the Company. In connection with and on or around the same date as the closing of the proposed Merger between
the Company and NorthView, the Company expects to sign and execute a License Agreement and Shareholders Agreement (the "APAC Joint
Venture") setting forth the relative and other terms under which the development and business activities of the entity will be conducted.
The Company has incurred significant net operating
losses from operations. As of June 30, 2025, the Company has a working capital deficit of approximately $63.2 million. For the six months-ended
June 30, 2025, the Company incurred a net loss of approximately $5.1 million and used approximately $1.1 million of cash in operating
activities. Management expects to continue to incur additional substantial losses in the foreseeable future as a result of research and
development activities. The Company has been able to finance its operations primarily with the proceeds from the issuance of equity and
debt instruments and to a lesser extent, revenues from government grants. Additional funds may be necessary to maintain current operations
and will be required for successful product commercialization efforts.
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, and future access to capital.
On July 11, 2025 Profusa, Inc., a Delaware
corporation formerly known as NorthView Acquisition Corporation, consummated its previously announced business combination with Profusa,
Inc., a California corporation, pursuant to that certain Merger Agreement and Plan of Reorganization. At the Closing and pursuant to the
PIPE Subscription Agreement, New 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 in August 2026.
As part of the closing, the Company had cash
inflows of $1.3 million from the NorthView trust account, net of redemptions, and the $9 million net PIPE convertible note. Cash outflows
included marketing fees and vendor payments which totaled $3.4 million due at closing. Subsequent to the closing of the Merger, 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.