Profusa, Inc.
Business
Profusa, Inc. is a blank check company formed to effect an initial business combination with one or more target businesses, with an emphasis on healthcare innovation. It offers transaction structures such as mergers, share exchanges, asset acquisitions and related public listing services to enable private companies to become public. Its activities are organized around identifying and diligencing targets, negotiating and consummating business combinations, and managing its trust account and sponsor/ advisory relationships. It targets small-cap biopharmaceutical, medical device/technology and diagnostics companies domiciled in North America, Europe and the APAC region and accesses public capital markets through stock exchange listings, tender offers and proxy solicitations.
Summary from filing dated 2025-03-31
Financials
Consolidated Statement of Income
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 |
|---|---|---|---|---|---|
| Government grant revenue | — | 100,000 | — | — | |
| Research and development | 3 | 2 | — | — | |
| General and administrative | 25 | 3 | — | — | |
| Total operating expenses | 28 | 5 | — | — | |
| Loss from operations | −28 | −5 | −2 | −1 | |
| Loss on change in the fair value of convertible notes | −3 | −311,000 | — | — | |
| Gain on the change in fair value of warrant liabilities | 895,000 | — | 701,148 | 6 | |
| Loss on the change in fair value of digital assets | −555,000 | — | — | — | |
| Interest expense (including related parties amounts of $1,330 and $2,400 for the years ended December 31, 2025 and 2024, respectively) | −3 | −4 | — | — | |
| Financing costs | −3 | — | — | — | |
| Other income | 16,000 | 5,000 | — | — | |
| Total other expense, net | −8 | −5 | 3 | 9 | |
| Net loss | −36 | −9 | 1 | 7 | |
| Net loss per share, basic (in Dollars per share) | −107.01 | −357.14 | 0.12 | 0.3 | |
| Net loss per share, diluted (in Dollars per share) | −107.01 | −357.14 | 0.12 | 0.3 | |
| Weighted-average common shares outstanding, basic (in Shares) | 334,762 | 25,844 | 5 | 5 | |
| Weighted-average common shares outstanding, diluted (in Shares) | 334,762 | 25,844 | 5 | 5 |
Consolidated Balance Sheet
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Cash | 2 | 191,000 | 4,519 | 193,486 | — | |
| Prepaid expenses and other current assets | 541,000 | 69,000 | 6,750 | 318,218 | 332,396 | |
| Digital assets | 1 | — | — | — | — | |
| Total current assets | 4 | 260,000 | 2 | 511,704 | 1 | |
| Deferred offering costs | — | 3 | 2 | — | — | |
| Property and equipment, net | 8,000 | — | — | — | — | |
| Other non-current assets | 3,000 | 56,000 | — | — | — | |
| Total assets | 4 | 3 | 11 | 195 | 193 | |
| Accounts payable | 7 | 5 | — | — | — | |
| Excise tax payable | 2 | — | 2 | — | — | |
| Accrued expenses and other current liabilities | 6 | 4 | 449,114 | 448,480 | — | |
| Convertible notes payable (including notes payable to related parties of $4,160 and $25,056 as of December 31, 2025 and 2024, respectively) | 4 | 46 | — | — | — | |
| Promissory notes and other (including notes payable to related parties of $400 and $850 as of December 31, 2025 and 2024, respectively) | 1 | 910,000 | — | — | — | |
| PPP loan | 1 | 1 | — | — | — | |
| Total current liabilities | 22 | 57 | 5 | 935,751 | 106,511 | |
| Warrant liabilities at fair value | 298,000 | — | 156,639 | 857,787 | — | |
| Loans payable at fair value | 8 | — | — | — | — | |
| Total liabilities | 30 | 57 | 5 | 2 | 7 | |
| Commitments and contingencies (Note 7) | — | — | — | — | — | |
| Total convertible preferred stock | — | 65 | — | — | — | |
| Common stock: $0.0001 par value 600,000,000 authorized shares at December 31, 2025 and 2024, and 1,232,052 and 25,844 shares issued and outstanding at December 31, 2025 and 2024, respectively | — | — | 519 | 519 | 519 | |
| Additional paid-in capital | 134 | 6 | — | — | — | |
| Accumulated deficit | −161 | −125 | −3 | −619,995 | −6 | |
| Total stockholders deficit | −27 | −119 | −110 | −619,476 | −6 | |
| Total liabilities and stockholders deficit | 4 | 3 | 11 | 195 | 193 |
Consolidated Statement of Cash Flows
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 |
|---|---|---|---|---|---|
| Noncash interest expense | 3 | 4 | — | — | |
| Noncash loss on change in fair value of convertible notes | 3 | 311,000 | — | — | |
| Noncash issuance of inducement shares and in connection with the merger | 7 | — | — | — | |
| Noncash issuance of warrants to financial advisor | 330,000 | — | — | — | |
| Noncash issuance of warrants associated for ELOC Warrants | 982,000 | — | — | — | |
| Loss on disposition of property and equipment, net | — | 2,000 | — | — | |
| Stock-based compensation expenses | 891,000 | 21,000 | — | — | |
| Noncash merger transaction costs | 500,000 | — | — | — | |
| Other receivables | — | 45,000 | — | — | |
| Prepaid expenses and other current assets | 211,000 | 77,000 | 311,468 | 322,396 | |
| Other non-current assets | 53,000 | −25,000 | — | — | |
| Accounts payable | 4 | 645,000 | — | — | |
| Accrued expenses and other current liabilities | 522,000 | 2 | — | — | |
| Net cash used in operating activities | −16 | −2 | −2 | −581,189 | |
| Purchase of digital assets | −2 | — | — | — | |
| Purchase of property, plant and equipment | −8,000 | — | — | — | |
| Net cash used in investing activities | −2 | — | 186 | 33,447 | |
| Proceeds from issuance of notes | 1 | 3 | — | — | |
| Proceeds from ELOC | 10 | — | — | — | |
| Proceeds from issuance of loans payable | 11 | — | — | — | |
| Proceeds from issuance of convertible loan | — | 16,000 | 1 | — | |
| Net cash received from the reverse recapitalization | 2,000 | — | — | — | |
| Repayment of convertible notes, senior notes, promissory notes and other | −3 | −150,000 | — | — | |
| Payment of deferred offering costs | — | −961,000 | — | — | |
| Net cash provided by financing activities | 20 | 2 | −184 | — | |
| Net increase in cash | 2 | 49,000 | −188,967 | −547,742 | |
| Assumption of net liabilities of Northview | 8 | — | — | — | |
| Increase in unpaid deferred offering costs | — | 269,000 | — | — | |
| Conversion of preferred stock into common stock | 65 | — | — | — | |
| Conversion of debt to equity | 51 | — | — | — | |
| Financing of D&O insurance premium | 657,000 | — | — | — | |
| Cash paid for interest | 296,000 | — | — | — | |
| Cash paid for taxes | 1,000 | — | — | — |