Profusa, Inc. filed its Form 10-Q for the quarterly period ended September 30, 2026 with the SEC on November 13, 2026, reporting a net loss of $4.950 million for the third quarter and disclosing the issuance of a G3 call option asset valued at $28.327 million on its balance sheet.

Key Highlights

  • Net loss of $4.950 million for the three months ended September 30, 2026, compared to a net loss of $26.090 million in the same period of 2025 (as revised).
  • G3 call option asset of $28.327 million appeared on the September 30, 2026 balance sheet, up from zero at December 31, 2025, following issuance of Series A preferred stock and common stock in connection with the transaction.
  • Total stockholders' equity turned positive at $7.795 million as of September 30, 2026, compared to a deficit of $26.658 million at December 31, 2025.
  • Accumulated deficit reached $177.942 million as of September 30, 2026, up from $160.781 million at December 31, 2025.
  • Cash declined to $339 thousand at September 30, 2026, from $1.778 million at December 31, 2025; digital assets on the balance sheet fell to zero from $1.445 million.
  • Shares of common stock outstanding were 2,516,564 as of September 30, 2026, compared to 12,320 at December 31, 2025, reflecting significant issuance activity including ELOC exercises and PIPE note conversions.
  • Loss on extinguishment of debt of $7.886 million was recorded in the third quarter of 2026, including related party amounts of $1.479 million.

Profusa Reports Q3 2026 Financials with G3 Call Option and Equity Shift

According to the filing, Profusa, Inc. (NASDAQ:PFSA) reported total operating expenses of $4.853 million for the three months ended September 30, 2026, consisting of research and development expenses of $222 thousand and general and administrative expenses of $4.631 million. For the nine months ended September 30, 2026, total operating expenses were $11.404 million, with research and development at $2.191 million and general and administrative at $9.213 million. The company reported a net loss per share, basic and diluted, of $6.23 for the three-month period, based on weighted-average shares of 794,920.

The filing disclosed that during the third quarter, Profusa issued 52,903.566 shares of Series A non-voting convertible preferred stock and 50,280 shares of common stock in connection with a G3 call option issuance, recognizing $28.327 million in additional paid-in capital from that transaction. An additional 5,929.293 shares of Series A preferred stock were issued for settlement of liabilities, adding $3.051 million to paid-in capital. Total assets at September 30, 2026 were $28.890 million, up from $3.775 million at December 31, 2025, with the G3 call option asset constituting the largest single component. Total liabilities declined to $21.095 million from $30.433 million at year-end 2025, as warrant liabilities and convertible loans payable at fair value were reduced to zero.

The filing also noted that the company recorded a gain on change in fair value of convertible notes of $7.351 million and a gain on change in fair value of warrant liabilities of $2 thousand for the three months ended September 30, 2026, partially offset by the $7.886 million loss on extinguishment of debt and financing costs of $3 thousand. As of November 13, 2026, there were 5,681,947 shares of common stock outstanding at $0.0001 par value. The company is classified as a non-accelerated filer, smaller reporting company, and emerging growth company.

What Was Disclosed

Profusa filed its quarterly report covering the period ended September 30, 2026, disclosing a net loss of $4.950 million for the quarter, a G3 call option asset of $28.327 million, a shift to positive stockholders' equity of $7.795 million, and a sharp increase in common shares outstanding due to ELOC exercises and PIPE note conversions.