Summary of Significant Accounting Policies	9 Months Ended
Sep. 30, 2026
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	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. All intercompany balances and transactions have been eliminated in consolidation. 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 Article 8 of Regulation S-X. The condensed consolidated 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 December 31, 2025 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, filed with the Securities and Exchange Commission on April 15, 2026. Reverse Stock Splits On September 18, 2026, the Company’s stockholders authorized the Board of Directors, in its discretion, to effect one or more additional reverse stock splits of the common stock through September 18, 2028, at an aggregate ratio not exceeding 1-for-12. This authorization did not itself effect a reverse stock split. On August 17, 2026, the Company effected a 1-for-4 reverse stock split of its common stock (the “August Reverse Stock Split”). The August Reverse Stock Split did not change the par value of the common stock, which remained $0.0001 per share, or the authorized number of shares of common stock. No fractional shares were issued in connection with the August Reverse Stock Split. On July 7, 2026, the Company effected a 1-for-25 reverse stock split of its common stock (the “July Reverse Stock Split”). The July Reverse Stock Split did not change the par value of the common stock, which remained $0.0001 per share, or the authorized number of shares of common stock. No fractional shares were issued in connection with the July Reverse Stock Split. On February 9, 2026, the Company effected a 1-for-75 reverse stock split of its common stock (the “February Reverse Stock Split”). The February Reverse Stock Split did not change the par value of the common stock, which remained $0.0001 per share, or the authorized number of shares of common stock. No fractional shares were issued in connection with the February Reverse Stock Split. The August Reverse Stock Split, the July Reverse Stock Split, and the February Reverse Stock Split are collectively referred to herein as the “Reverse Stock Splits.” All share and per share information has been retroactively adjusted to reflect the Reverse Stock Splits for all periods presented. Cash was paid in lieu of fractional shares as a result of shares being rounded down for the respective reverse stock split activity. 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 and convertible loans payable at fair value, warrants, valuation allowance for deferred tax assets, incremental borrowing rates, valuation of the G3 call option asset and Series A Non-Voting Convertible Preferred Stock, ELOC forward share issuance liabilities, ELOC purchased put option 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 CEO, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM uses consolidated net loss as the primary measure to manage the business and does not segment the business for internal reporting or decision making. Reclassification of Prior Period Presentation Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassification had no impact on loss from operations, net loss, net loss per share, total assets, total liabilities, stockholders’ equity (deficit), or cash flows. During the nine months ended September 30, 2026, the Company reclassified amounts previously presented as interest expense related to the Company’s convertible debt held at fair value to loss on change in the fair value of convertible notes in the condensed consolidated statements of operations. The Company also reclassified related party note payables from convertible senior notes and loans payable at fair value and promissory notes into convertible and promissory notes payable to related parties on the condensed consolidated balance sheets. These reclassifications were not material to the condensed consolidated financial statements. Revision of Previously Issued Financial Statements As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company identified certain misstatements related to the accounting for the reverse recapitalization transaction with Northview during the third quarter of 2025, including the recognition of a $3.9 million liability associated with the PIPE Subscription Agreement and the omission of the extinguishment of a $49 thousand pre-existing related party loan. The Company evaluated these misstatements in accordance with SEC Staff Accounting Bulletins No. 99 and No. 108 and concluded that the errors were not material to the previously issued financial statements. Accordingly, the comparative financial information for the three and nine months ended September 30, 2025 presented herein reflects these revisions. The revisions increased net loss by $3.9 million for both the three and nine months ended September 30, 2025, increased additional paid-in capital by $3.9 million, increased accumulated deficit by $3.9 million, and decreased total liabilities by $49 thousand as of September 30, 2025. Additional information regarding the nature and quantitative effects of these revisions is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Change in Accounting Estimate During the three months ended June 30, 2026 and the nine months ended September 30, 2026, the Company obtained additional information and completed a further evaluation of the applicability of certain Treasury regulations and related tax guidance to the excise tax liability assumed in connection with the Business Combination. Based on this additional information, management revised its estimate of the amount expected to be payable and concluded that the previously recorded excise tax liability was no longer required, except for approximately $44 thousand of costs associated with seeking confirmation of the applicable tax treatment. The revision represented a change in accounting estimate and was recognized prospectively in the period of change. As a result, during the nine months ended September 30, 2026, the Company reduced its excise tax payable by $1.9 million and increased additional paid-in capital by $1.9 million. The change in estimate decreased current and total liabilities and increased total stockholders’ equity (deficit) by approximately $1.9 million as of September 30, 2026. The change had no effect on the Company’s net loss, net loss per share, or cash flows for the three and nine months ended September 30, 2026. 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 nine months ended September 30, 2026 is presented within the change in accrued expenses and other current liabilities on the condensed consolidated statements of cash flows. ELOC 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 nine months ended September 30, 2026, certain Advance Notices provided that the purchase price would be funded upon delivery of shares to Ascent rather than upon Ascent’s subsequent resale of such shares, at a purchase price equal to 97% of the lowest VWAP of the Company’s common stock during the ten trading days prior to the applicable Advance Notice date, subject to a true-up mechanism requiring the Company to issue additional shares if 97% of the lowest VWAP during the adjustment period was lower than the price used at closing. During the nine months ended September 30, 2026, the Company issued 16,030 shares of common stock under an Advance Notice consisting of 13,712 shares initially delivered and 2,318 true-up shares, as adjusted for the Reverse Stock Splits, resulting in the Company’s receipt of $0.4 million of gross proceeds and recognition of $0.4 million of forward share issuance liability on the condensed consolidated balance sheets. Upon final settlement of the true-up mechanism, the Company derecognized the related forward share issuance liability and recorded a loss on settlement of the forward share issuance of $0.1 million within financing costs, net on the condensed consolidated statements of operations during nine months ended September 30, 2026. Other ELOC puts during the nine months ended September 30, 2026 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. In connection with the execution of the term sheet relating to the ELOC Purchase Agreement on July 20, 2025, the Company issued warrants to purchase up to 120 shares of common stock (the “ELOC Warrants”) to Ascent as consideration for its commitment to purchase shares under the Committed Equity Facility. The definitive ELOC Purchase Agreement was subsequently executed on July 28, 2025. 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. Fair Value of Financial Instruments The Company’s financial instruments consist of accounts payable, warrant liabilities, promissory notes, convertible loans payable, convertible promissory notes and convertible senior notes. The Company states accounts payable, promissory notes and convertible 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 The PIPE Subscription Agreement provides for the issuance of Senior Secured Convertible Promissory Notes (the “Ascent PIPE Notes”). 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. On April 2, 2026, the Company entered into Amendment No. 4 to the PIPE Subscription Agreement and related Pledge Agreement with Ascent (“Amendment No. 4”). Under Amendment No. 4, the Company may, subject to the terms and conditions of the amended agreements, request additional funding through the issuance of convertible promissory notes with an aggregate principal amount of up to $12.2 million, which the investor may elect to purchase at its discretion. This financing capacity is separate from the $12.2 million of aggregate principal issued during 2025 and results in aggregate principal issuance capacity of approximately $24.4 million under the amended financing arrangement. As consideration for providing additional funding in April 2026, the Company issued Ascent certain warrants as lender fees that were recognized within financing costs, net on the condensed consolidated statements of operations. On August 12, 2026, the Company entered into Amendment No. 5 to the PIPE Subscription Agreement and issued an additional tranche of $0.7 million in principal, which bears interest at 7% per annum and matures on August 12, 2027. In connection with Amendment No. 5, the Company also amended the exercise price of the Ascent Warrants to $4.28 per share, as adjusted for the August Reverse Stock Split. See Note 5 and Note 9 for more information. In accordance with ASC 825, the Company has elected the FVO for each outstanding Ascent PIPE Note on an instrument-by-instrument basis. Each Ascent PIPE Note is accounted for as a separate unit of account and the FVO is irrevocable once elected for the respective instrument. 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 and nine months ended September 30, 2026, the Company did not record any changes in fair value to other comprehensive income. As of September 30, 2026, the Ascent PIPE Notes are included in convertible senior notes and loans payable at fair value within the condensed consolidated balance sheets. Common Stock Warrants The Company evaluates freestanding warrants under ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, Contracts in Entity’s Own Equity, to determine whether the warrants should be classified as liabilities or equity. The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. Liability-classified common stock warrants are subject to remeasurement to fair value as of each subsequent balance sheet date and as of any respective exercise date, with changes in fair value recorded in the Company’s condensed consolidated statements of operations. For common stock warrants that meet all of the criteria for equity classification, the common stock warrants are recorded as a component of additional paid-in capital and are not remeasured to fair value in subsequent reporting periods. The fair value of common stock warrants is determined using appropriate valuation techniques, including a Monte Carlo simulation model for the Private Placement and Representative’s Warrants and a Black-Scholes model for the Ascent Warrants (see Notes 3 and 9), incorporating assumptions including the fair value of the Company’s common stock, exercise price, contractual term, expected volatility, risk-free interest rate and expected dividend yield. Legal costs incurred in connection with the issuance of equity-classified warrants are capitalized as a reduction to additional paid-in capital if the warrants are issued in conjunction with an equity financing or equity-linked arrangement, and expensed immediately only if the costs are not directly attributable to the issuance. Legal and professional fees incurred in connection with the issuance of liability-classified warrants, including those failing equity classification under ASC 815-40, are expensed immediately to the condensed consolidated statements of operations as incurred. When a warrant is issued in connection with a financing arrangement for which the Company has elected the fair value option, the issuance-date fair value of the warrant is recognized under financing costs, net when incurred, with an offsetting credit to warrant liability (for liability-classified warrants) or additional paid-in capital (for equity-classified warrants). A modification or exchange of an equity-classified warrant that remains equity-classified after modification is measured based on the excess, if any, of the fair value of the modified warrant over its fair value immediately before the modification. Any incremental fair value is recognized in the same manner as the original warrant issuance. A modification or exchange of a liability-classified warrant that remains liability-classified is measured at the change in fair value at the modification date, with any increase in fair value recognized in the condensed consolidated statements of operations. When a liability-classified warrant is modified such that it no longer meets the conditions that precluded equity classification, the warrant liability is remeasured to fair value immediately before the modification, with the change in fair value recognized in the condensed consolidated statements of operations, and the resulting fair value is reclassified to additional paid-in capital. If no incremental value is transferred to the counterparty as a result of the modification, no adjustment is made to financing costs, net. The effect of a down-round feature that meets the applicable definition is excluded from the assessment of whether the warrant is indexed to the Company’s own stock. If a down-round feature is triggered, the value of the effect of the feature is recognized as a deemed dividend and as a reduction of income available to common stockholders in the computation of basic earnings per share. Series A Non-Voting Convertible Preferred Stock The Company evaluates the terms of its preferred stock to determine the appropriate classification as liabilities, temporary equity, or permanent equity. The Company’s Series A Non-Voting Convertible Preferred Stock is classified as permanent equity on the condensed consolidated balance sheets. Upon issuance, the Company measures shares issued as noncash consideration or in settlement of outstanding liabilities at their estimated fair value, with the corresponding accounting determined based on the nature of the underlying transaction. The Company estimates the fair value of its Series A Non-Voting Convertible Preferred Stock using the probability-weighted expected return method (“PWERM”), which considers the as-converted value of the Company’s underlying common stock, the probability and timing of stockholder approval and conversion, the likelihood of obtaining required financing, and a discount for lack of marketability. Significant valuation assumptions include the expected volatility, risk-free interest rate, expected term, and probabilities of conversion and obtaining required financing. The Series A Non-Voting Convertible Preferred Stock is not subsequently remeasured at fair value following issuance. Stock-Based Compensation Stock-based compensation expense related to stock options granted to employees and non-employees is recognized based on the grant date estimated fair values using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period. The Company accounts for forfeitures as they occur. Option valuation models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected life of the award. Since the Company did not have sufficient historical information to develop reasonable expectations about future exercise behavior, the expected term for options issued to employees was calculated as the mean of the option vesting period and contractual term (the “Simplified Method”). The expected term for options issued to non-employees is the contractual term. Recent Accounting Pronouncements Recently issued accounting standards not 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 May 2025, the FASB issued ASU 2025-03 which revises the guidance in ASC 805 on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (VIE). ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2025-03 must be applied prospectively to any business combination that occurs after the initial adoption date. The Company is currently evaluating the impact of the guidance on its condensed consolidated financial statements. 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.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2026

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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. All intercompany balances and transactions have been eliminated in consolidation. 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 Article 8 of Regulation S-X. The condensed consolidated 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 December 31, 2025 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, filed with the Securities and Exchange Commission on April 15, 2026.

Reverse Stock Splits

On September 18, 2026, the Company’s stockholders authorized the Board of Directors, in its discretion, to effect one or more additional reverse stock splits of the common stock through September 18, 2028, at an aggregate ratio not exceeding 1-for-12. This authorization did not itself effect a reverse stock split.

On August 17, 2026, the Company effected a 1-for-4 reverse stock split of its common stock (the “August Reverse Stock Split”). The August Reverse Stock Split did not change the par value of the common stock, which remained $0.0001 per share, or the authorized number of shares of common stock. No fractional shares were issued in connection with the August Reverse Stock Split.

On July 7, 2026, the Company effected a 1-for-25 reverse stock split of its common stock (the “July Reverse Stock Split”). The July Reverse Stock Split did not change the par value of the common stock, which remained $0.0001 per share, or the authorized number of shares of common stock. No fractional shares were issued in connection with the July Reverse Stock Split.

On February 9, 2026, the Company effected a 1-for-75 reverse stock split of its common stock (the “February Reverse Stock Split”). The February Reverse Stock Split did not change the par value of the common stock, which remained $0.0001 per share, or the authorized number of shares of common stock. No fractional shares were issued in connection with the February Reverse Stock Split.

The August Reverse Stock Split, the July Reverse Stock Split, and the February Reverse Stock Split are collectively referred to herein as the “Reverse Stock Splits.” All share and per share information has been retroactively adjusted to reflect the Reverse Stock Splits for all periods presented. Cash was paid in lieu of fractional shares as a result of shares being rounded down for the respective reverse stock split activity.

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 and convertible loans payable at fair value, warrants, valuation allowance for deferred tax assets, incremental borrowing rates, valuation of the G3 call option asset and Series A Non-Voting Convertible Preferred Stock, ELOC forward share issuance liabilities, ELOC purchased put option 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 CEO, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM uses consolidated net loss as the primary measure to manage the business and does not segment the business for internal reporting or decision making.

Reclassification of Prior Period Presentation

Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassification had no impact on loss from operations, net loss, net loss per share, total assets, total liabilities, stockholders’ equity (deficit), or cash flows.

During the nine months ended September 30, 2026, the Company reclassified amounts previously presented as interest expense related to the Company’s convertible debt held at fair value to loss on change in the fair value of convertible notes in the condensed consolidated statements of operations. The Company also reclassified related party note payables from convertible senior notes and loans payable at fair value and promissory notes into convertible and promissory notes payable to related parties on the condensed consolidated balance sheets. These reclassifications were not material to the condensed consolidated financial statements.

Revision of Previously Issued Financial Statements

As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company identified certain misstatements related to the accounting for the reverse recapitalization transaction with Northview during the third quarter of 2025, including the recognition of a $3.9 million liability associated with the PIPE Subscription Agreement and the omission of the extinguishment of a $49 thousand pre-existing related party loan. The Company evaluated these misstatements in accordance with SEC Staff Accounting Bulletins No. 99 and No. 108 and concluded that the errors were not material to the previously issued financial statements. Accordingly, the comparative financial information for the three and nine months ended September 30, 2025 presented herein reflects these revisions. The revisions increased net loss by $3.9 million for both the three and nine months ended September 30, 2025, increased additional paid-in capital by $3.9 million, increased accumulated deficit by $3.9 million, and decreased total liabilities by $49 thousand as of September 30, 2025. Additional information regarding the nature and quantitative effects of these revisions is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Change in Accounting Estimate

During the three months ended June 30, 2026 and the nine months ended September 30, 2026, the Company obtained additional information and completed a further evaluation of the applicability of certain Treasury regulations and related tax guidance to the excise tax liability assumed in connection with the Business Combination. Based on this additional information, management revised its estimate of the amount expected to be payable and concluded that the previously recorded excise tax liability was no longer required, except for approximately $44 thousand of costs associated with seeking confirmation of the applicable tax treatment. The revision represented a change in accounting estimate and was recognized prospectively in the period of change.

As a result, during the nine months ended September 30, 2026, the Company reduced its excise tax payable by $1.9 million and increased additional paid-in capital by $1.9 million. The change in estimate decreased current and total liabilities and increased total stockholders’ equity (deficit) by approximately $1.9 million as of September 30, 2026. The change had no effect on the Company’s net loss, net loss per share, or cash flows for the three and nine months ended September 30, 2026.

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 nine months ended September 30, 2026 is presented within the change in accrued expenses and other current liabilities on the condensed consolidated statements of cash flows.

ELOC

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 nine months ended September 30, 2026, certain Advance Notices provided that the purchase price would be funded upon delivery of shares to Ascent rather than upon Ascent’s subsequent resale of such shares, at a purchase price equal to 97% of the lowest VWAP of the Company’s common stock during the ten trading days prior to the applicable Advance Notice date, subject to a true-up mechanism requiring the Company to issue additional shares if 97% of the lowest VWAP during the adjustment period was lower than the price used at closing. During the nine months ended September 30, 2026, the Company issued 16,030 shares of common stock under an Advance Notice consisting of 13,712 shares initially delivered and 2,318 true-up shares, as adjusted for the Reverse Stock Splits, resulting in the Company’s receipt of $0.4 million of gross proceeds and recognition of $0.4 million of forward share issuance liability on the condensed consolidated balance sheets. Upon final settlement of the true-up mechanism, the Company derecognized the related forward share issuance liability and recorded a loss on settlement of the forward share issuance of $0.1 million within financing costs, net on the condensed consolidated statements of operations during nine months ended September 30, 2026. Other ELOC puts during the nine months ended September 30, 2026 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.

In connection with the execution of the term sheet relating to the ELOC Purchase Agreement on July 20, 2025, the Company issued warrants to purchase up to 120 shares of common stock (the “ELOC Warrants”) to Ascent as consideration for its commitment to purchase shares under the Committed Equity Facility. The definitive ELOC Purchase Agreement was subsequently executed on July 28, 2025. 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.

Fair Value of Financial Instruments

The Company’s financial instruments consist of accounts payable, warrant liabilities, promissory notes, convertible loans payable, convertible promissory notes and convertible senior notes. The Company states accounts payable, promissory notes and convertible 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

The PIPE Subscription Agreement provides for the issuance of Senior Secured Convertible Promissory Notes (the “Ascent PIPE Notes”). 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.

On April 2, 2026, the Company entered into Amendment No. 4 to the PIPE Subscription Agreement and related Pledge Agreement with Ascent (“Amendment No. 4”). Under Amendment No. 4, the Company may, subject to the terms and conditions of the amended agreements, request additional funding through the issuance of convertible promissory notes with an aggregate principal amount of up to $12.2 million, which the investor may elect to purchase at its discretion. This financing capacity is separate from the $12.2 million of aggregate principal issued during 2025 and results in aggregate principal issuance capacity of approximately $24.4 million under the amended financing arrangement. As consideration for providing additional funding in April 2026, the Company issued Ascent certain warrants as lender fees that were recognized within financing costs, net on the condensed consolidated statements of operations.

On August 12, 2026, the Company entered into Amendment No. 5 to the PIPE Subscription Agreement and issued an additional tranche of $0.7 million in principal, which bears interest at 7% per annum and matures on August 12, 2027. In connection with Amendment No. 5, the Company also amended the exercise price of the Ascent Warrants to $4.28 per share, as adjusted for the August Reverse Stock Split. See Note 5 and Note 9 for more information.

In accordance with ASC 825, the Company has elected the FVO for each outstanding Ascent PIPE Note on an instrument-by-instrument basis. Each Ascent PIPE Note is accounted for as a separate unit of account and the FVO is irrevocable once elected for the respective instrument. 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 and nine months ended September 30, 2026, the Company did not record any changes in fair value to other comprehensive income. As of September 30, 2026, the Ascent PIPE Notes are included in convertible senior notes and loans payable at fair value within the condensed consolidated balance sheets.

Common Stock Warrants

The Company evaluates freestanding warrants under ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, Contracts in Entity’s Own Equity, to determine whether the warrants should be classified as liabilities or equity. The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. Liability-classified common stock warrants are subject to remeasurement to fair value as of each subsequent balance sheet date and as of any respective exercise date, with changes in fair value recorded in the Company’s condensed consolidated statements of operations. For common stock warrants that meet all of the criteria for equity classification, the common stock warrants are recorded as a component of additional paid-in capital and are not remeasured to fair value in subsequent reporting periods.

The fair value of common stock warrants is determined using appropriate valuation techniques, including a Monte Carlo simulation model for the Private Placement and Representative’s Warrants and a Black-Scholes model for the Ascent Warrants (see Notes 3 and 9), incorporating assumptions including the fair value of the Company’s common stock, exercise price, contractual term, expected volatility, risk-free interest rate and expected dividend yield.

Legal costs incurred in connection with the issuance of equity-classified warrants are capitalized as a reduction to additional paid-in capital if the warrants are issued in conjunction with an equity financing or equity-linked arrangement, and expensed immediately only if the costs are not directly attributable to the issuance. Legal and professional fees incurred in connection with the issuance of liability-classified warrants, including those failing equity classification under ASC 815-40, are expensed immediately to the condensed consolidated statements of operations as incurred.

When a warrant is issued in connection with a financing arrangement for which the Company has elected the fair value option, the issuance-date fair value of the warrant is recognized under financing costs, net when incurred, with an offsetting credit to warrant liability (for liability-classified warrants) or additional paid-in capital (for equity-classified warrants).

A modification or exchange of an equity-classified warrant that remains equity-classified after modification is measured based on the excess, if any, of the fair value of the modified warrant over its fair value immediately before the modification. Any incremental fair value is recognized in the same manner as the original warrant issuance. A modification or exchange of a liability-classified warrant that remains liability-classified is measured at the change in fair value at the modification date, with any increase in fair value recognized in the condensed consolidated statements of operations. When a liability-classified warrant is modified such that it no longer meets the conditions that precluded equity classification, the warrant liability is remeasured to fair value immediately before the modification, with the change in fair value recognized in the condensed consolidated statements of operations, and the resulting fair value is reclassified to additional paid-in capital. If no incremental value is transferred to the counterparty as a result of the modification, no adjustment is made to financing costs, net.

The effect of a down-round feature that meets the applicable definition is excluded from the assessment of whether the warrant is indexed to the Company’s own stock. If a down-round feature is triggered, the value of the effect of the feature is recognized as a deemed dividend and as a reduction of income available to common stockholders in the computation of basic earnings per share.

Series A Non-Voting Convertible Preferred Stock

The Company evaluates the terms of its preferred stock to determine the appropriate classification as liabilities, temporary equity, or permanent equity. The Company’s Series A Non-Voting Convertible Preferred Stock is classified as permanent equity on the condensed consolidated balance sheets. Upon issuance, the Company measures shares issued as noncash consideration or in settlement of outstanding liabilities at their estimated fair value, with the corresponding accounting determined based on the nature of the underlying transaction.

The Company estimates the fair value of its Series A Non-Voting Convertible Preferred Stock using the probability-weighted expected return method (“PWERM”), which considers the as-converted value of the Company’s underlying common stock, the probability and timing of stockholder approval and conversion, the likelihood of obtaining required financing, and a discount for lack of marketability. Significant valuation assumptions include the expected volatility, risk-free interest rate, expected term, and probabilities of conversion and obtaining required financing. The Series A Non-Voting Convertible Preferred Stock is not subsequently remeasured at fair value following issuance.

Stock-Based Compensation

Stock-based compensation expense related to stock options granted to employees and non-employees is recognized based on the grant date estimated fair values using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period. The Company accounts for forfeitures as they occur. Option valuation models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected life of the award. Since the Company did not have sufficient historical information to develop reasonable expectations about future exercise behavior, the expected term for options issued to employees was calculated as the mean of the option vesting period and contractual term (the “Simplified Method”). The expected term for options issued to non-employees is the contractual term.

Recent Accounting Pronouncements

Recently issued accounting standards not 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 May 2025, the FASB issued ASU 2025-03 which revises the guidance in ASC 805 on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (VIE). ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2025-03 must be applied prospectively to any business combination that occurs after the initial adoption date. The Company is currently evaluating the impact of the guidance on its condensed consolidated financial statements.

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.