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Fair Value Measurement
 6 Months Ended 12 Months Ended
Jun. 30, 2025
Dec. 31, 2024
Fair Value Measurement [Line Items]    
Fair Value Measurement

Note 3 — Fair Value Measurement

 

Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

 

  Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; 
     
  Level 2 — Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
     
  Level 3 — Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

 

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

 

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. As of June 30, 2025 and December 31, 2024, the Company had no financial assets measured at fair value on a recurring basis.

As of June 30, 2025, the Company’s financial liabilities measured at fair value on a recurring basis, were as follows (in thousands):

 

   Fair value as of June 30, 2025 
   Level 1   Level 2   Level 3   Total 
Liabilities:                
Convertible Notes at fair value  $
—
   $
—
   $2,543   $2,543 
Total liabilities measured at fair value  $
—
   $
—
   $2,543   $2,543 

 

   Fair value as of December 31, 2024 
   Level 1   Level 2   Level 3   Total 
Liabilities:                
Convertible Notes at fair value  $
—
   $
—
   $2,234   $2,234 
Total liabilities measured at fair value  $
—
   $
—
   $2,234   $2,234 

 

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments for the three and six months ended June 30, 2025 and 2024 (in thousands):

 

   Tasly
convertible
debt at fair
value		 
Fair value as of January 1, 2024  $1,714 
Issuance of Convertible Notes   16 
Accrued stated interest   48 
Change in fair value included in other income and gain on change in the fair value of Tasly convertible debt   (4)
Fair value as of March 31, 2024  $1,774 
Accrued stated interest   49 
Change in fair value included in other income and loss on change in the fair value of Tasly convertible debt   15 
Fair value as of June 30, 2024  $1,838 
      
Fair value as of January 1, 2025  $2,234 
Accrued stated interest   95 
Change in fair value included in other income and loss on change in the fair value of Tasly convertible debt   61 
Fair value as of March 31, 2025  $2,390 
Accrued stated interest   96 
Change in fair value included in other income and loss on change in the fair value of Tasly convertible debt   57 
Fair value as of June 30, 2025  $2,543 

 

The Company elected to measure its Tasly convertible debt at fair value (Note 5) with changes in fair value reported in earnings as they occur. The Convertible Debt fair values were determined using the discounted cash flow methodology based on probability weighted scenarios of the convertible notes conversion. At issuance of the first $1 million on June 26, 2023 the time to event was 0.28 years and the discount rate applied was 14.54%. At issuance of the next $0.3 million on July 20, 2023, the time to event was 0.22 years and the discount rate applied was 13.82%. At issuance of the additional $0.3 million on August 15, 2023, the time to event was 0.15 years and the discount rate applied was 13.70%. The final amount which was less than $0.02 million was issued on February 6, 2024; the time to event was 0.66 years and the discount rate applied was 13.69%.

 

On June 30, 2025, the time event was .03 years and the discount rate applied was 12.66%. Based on this method, the Fair value of the convertible debt at the date of inception was $1.6 million, the fair value at June 30, 2025 was $2.1 million.

Note 3 — Fair Value Measurement

 

Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

 

  Level 1 —  Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
     
  Level 2 —  Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
     
  Level 3 —  Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

 

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

 

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

 

As of December 31, 2024 and 2023, the Company had no financial assets measured at fair value on a recurring basis.

 

As of December 31, 2024 and 2023, the Company’s financial liabilities measured at fair value on a recurring basis, were as follows (in thousands):

 

   Fair value as of December 31, 2024 
   Level 1   Level 2   Level 3   Total 
Liabilities:                
Convertible Notes at fair value  $
—
   $
—
   $2,235   $2,235 
Total liabilities measured at fair value  $
—
   $
—
   $2,235   $2,235 

 

   Fair value as of December 31, 2023 
   Level 1   Level 2   Level 3   Total 
Liabilities:                
Convertible Notes at fair value  $
—
   $
—
   $1,714   $1,714 
Total assets measured at fair value  $
—
   $
—
   $1,714   $1,714 

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments for the years ended December 31, 2024 and 2023 (in thousands):

 

   Tasly
convertible
debt at fair
value		 
Fair value as of January 1, 2023  $
—
 
Issuance of Convertible Notes   1,600 
Accrued stated interest   92 
Change in fair value included in other income and loss on change in the fair value of Tasly convertible debt   22 
Fair value as of December 31, 2023  $1,714 
      
Fair value as of January 1, 2024  $1,714 
Issuance of Convertible Notes   16 
Accrued stated interest   194 
Change in fair value included in other income and loss on change in the fair value of Tasly convertible debt   311 
Fair value as of December 31, 2024  $2,235 

 

The Company elected to measure its Tasly convertible debt at fair value (Note 5) with changes in fair value reported in earnings as they occur. The Convertible Debt fair values were determined using the discounted cash flow methodology based on probability weighted scenarios of the convertible notes conversion. At issuance of the first $1 million on June 26, 2023 the time to event was 0.28 years and the discount rate applied was 14.54%. At issuance of the next $0.3 million on July 20, 2023, the time to event was 0.22 years and the discount rate applied was 13.82%. At issuance of the additional $0.3 million on August 15, 2023, the time to event was 0.15 years and the discount rate applied was 13.70%. The final amount which was less than $0.02 million was issued on February 6, 2024; the time to event was 0.66 years and the discount rate applied was 13.69%.

 

On December 31, 2024 the time event was 0.41 years and the discount rate applied was 11.78%. The fair value of the convertible debt as of December 31, 2023 was $1.71 million and the fair value as of December 31, 2024 was $2.2 million.
NorthView Acquisition Corp [Member]    
Fair Value Measurement [Line Items]    
Fair Value Measurement

Note 8 — Fair Value Measurements

 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:

 

●Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
●Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

●Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

The following tables present information about the Company’s assets and liabilities that are measured at fair value on June 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 

   June 30,
2025		   Quoted
Prices In
Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Other
Unobservable
Inputs
(Level 3)		 
Assets:                
Cash held in trust  $1,935,561   $1,274,549   $
—
   $
—
 
Liabilities:                    
Warrant liabilities – Public Warrants  $3,795,000   $
—
   $3,795,000   $
—
 
Warrant liabilities – Private Placement Warrants   2,939,000    
—
    
—
    2,939,000 
Warrant liabilities – Representative’s Warrants   227,700    
—
    
—
    227,700 
Convertible Promissory Note – Related Party   10,288,111    
—
    
—
    10,288,111 
Securities Purchase Agreement   193,878    
—
    
—
    193,878 
Total  $17,443,689   $
—
   $3,795,000   $13,648,689 

 

   December 31,
2024		   Quoted
Prices In
Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Other
Unobservable
Inputs
(Level 3)		 
Assets:                
Cash held in trust  $8,330,835   $8,330,835   $
—
   $
—
 
Liabilities:                    
Warrant liabilities – Public Warrants  $379,500   $
—
   $379,500   $
—
 
Warrant liabilities – Private Placement Warrants   293,900    
—
    
—
    293,900 
Warrant liabilities – Representative’s Warrants   22,770    
—
    
—
    22,770 
Convertible Promissory Note – Related Party   8,908,052    
—
    
—
    8,908,052 
Total  $9,604,222   $
—
   $379,500   $9,224,722 

 

The Public Warrants, the Private Placement Warrants and the Representative’s Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations.

The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants at June 30, 2025 and December 31, 2024 was classified as Level 2 due to the lack of an active market. As of June 30, 2025 and December 31, 2024, the aggregate value of Public Warrants was $3,795,000 and $379,500, respectively.

 

The Company uses a Monte Carlo simulation model to value the Private Placement Warrants and the Representative’s Warrants. The Private Placement Warrants and the Representative’s Warrants were classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

 

The key inputs into the Monte Carlo simulation model for the warrant liabilities were as follows at June 30, 2025 and December 31, 2024:

 

   June 30,
2025		   December 31,
2024		 
Input        
Risk-free interest rate   4.22%   4.18%
Expected term (years)   0.61    0.89 
Expected volatility   De minimis%   De minimis%
Exercise price  $11.50   $11.50 
Fair value of Common stock  $12.52   $12.12 

 

The key inputs into the Monte Carlo simulation model for the convertible promissory note were as follows at June 30, 2025 and December 31, 2024:

 

   June 30,
2025		   December 31,
2024		 
Input        
Risk-free interest rate   4.28%   4.18%
Expected term (years)   0.05    0.27 
Expected volatility   De minimis%   De minimis%
Exercise price  $11.50   $11.50 
Fair value of Common stock  $12.52   $12.12 

 

The key inputs into the Monte Carlo simulation model for the securities purchase agreement were as follows at June 30, 2025 and December 31, 2024:

 

   June 30,
2025		   December 31,
2024		 
Input        
Risk-free interest rate   3.83%   
—
 
Expected term (years)   1.59    
—
 
Expected volatility   4.84%   
—
 
Exercise price  $11.50    
—
 
Fair value of Common stock  $12.52    
—
 

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for the three and six months ended June 30, 2025 and 2024:

 

   Private
Placement
Warrants		   Representative’s
Warrants		   Warrant
Liability		 
Fair value at December 31, 2024  $293,900   $22,770   $316,670 
Change in fair value of warrant liabilities   146,950    11,385    158,335 
Fair value at March 31, 2025   440,850    34,155    475,005 
Change in fair value of warrant liabilities   2,498,150    193,545    2,691,695 
Fair value at June 30, 2025  $2,939,000   $227,700   $3,166,700 

 

   Private
Placement
Warrants		   Representative’s
Warrants		   Warrant
Liability		 
Fair value at December 31, 2023  $66,128   $5,123   $71,251 
Change in fair value of warrant liabilities   213,077    16,509    229,586 
Fair value at March 31, 2024   279,205    21,632    300,837 
Change in fair value of warrant liabilities   124,908    9,676    134,584 
Fair value at June 30, 2024  $404,113   $31,308   $435,421 

 

   Convertible
Promissory
Note – related
party		 
Fair value at December 31, 2024  $8,908,052 
Change in fair value of convertible promissory note   225,330 
Fair value at March 31, 2025   9,133,382 
Change in fair value of convertible promissory note   1,154,729 
Fair value at June 30, 2025  $10,288,111 

 

   Convertible
Promissory
Note		 
Fair value at December 31, 2023  $944,118 
Principal proceeds   378,185 
Change in fair value of convertible promissory note   (60,077)
Fair value at March 31, 2024   1,262,226 
Proceeds received through convertible promissory note   330,796 
Change in fair value of convertible promissory note   (66,021)
Fair value at June 30, 2024  $1,527,001 

 

The fair value of the Company’s convertible promissory note is valued using a compound option formula on the convertible feature and a present value of the host contract. The valuation technique requires inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumption about the assumptions a market participant would use in pricing the working capital loan.

The convertible promissory note was classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the note. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the note. The expected life of the note is assumed to be equivalent to their remaining contractual term.

 

   Securities
Purchase
Agreement		 
Fair value at February 11, 2025  $
—
 
Change in fair value of securities purchase agreement   23,487 
Fair value at March 31, 2025   23,487 
Change in fair value of securities purchase agreement   170,391 
Fair value at June 30, 2025  $193,878 

 

The Company utilizes a Monte Carlo model to estimate the fair value of the conversion feature within the securities purchase agreement, which is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the conversion feature are recognized as non-cash gains or losses in the accompanying condensed consolidated statements of operations.

 

The key assumptions in the model relate to expected share-price volatility, risk-free interest rate, exercise price, expected term and the probability of occurrence of the transaction. The expected volatility was based on the average volatility of special purpose acquisition companies that are searching for an acquisition target. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the note. The expected life of the note is assumed to be equivalent to their remaining contractual term.

Note 8 — Fair Value Measurements

 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:

 

●Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 

●Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

●Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on December 31, 2024 and 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 

   December 31,
2024		   Quoted
Prices In
Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Other
Unobservable
Inputs
(Level 3)		 
Assets:                
Cash and marketable securities held in trust  $8,330,835   $8,330,835   $
—
   $
—
 
Liabilities:                    
Warrant liabilities – Public Warrants  $379,500   $
—
   $379,500   $
—
 
Warrant liabilities – Private Placement Warrants   293,900    
—
    
—
    293,900 
Warrant liabilities – Representative’s Warrants   22,770    
—
    
—
    22,770 
Convertible promissory note   8,908,052    
—
    
—
    8,908,052 
Total  $9,604,222   $
—
   $379,500   $9,224,722 

 

   December 31,
2023		   Quoted
Prices In
Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Other
Unobservable
Inputs
(Level 3)		 
Assets:                
Cash and marketable securities held in trust  $10,873,406   $10,873,406   $
—
   $
—
 
Liabilities:                    
Warrant liabilities – Public Warrants  $85,388   $85,388   $
—
   $
—
 
Warrant liabilities – Private Placement Warrants   66,128    
—
    
—
    66,128 
Warrant liabilities – Representative’s Warrants   5,123    
—
    
—
    5,123 
Convertible promissory note   944,118    
—
    
—
    944,118 
Total  $1,100,757   $85,388   $
—
   $1,015,369 

 

The Public Warrants, the Private Placement Warrants and the Representative’s Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations.

 

The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants at December 31, 2024 was classified as Level 2 due to the lack of an active market. At December 31, 2023, the Public Warrants was classified as Level 1 due to the use of an observable market quote in an active market. As of December 31, 2024 and 2023, the aggregate value of Public Warrants was $379,500 and $85,388, respectively.

 

The Company uses a Monte Carlo simulation model to value the Private Placement Warrants and the Representative’s Warrants. The Private Placement Warrants and the Representative’s Warrants were classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

 

The key inputs into the Monte Carlo simulation model for the warrant liabilities were as follows at December 31, 2024 and 2023:

 

   December 31,
2024		   December 31,
2023		 
Input        
Risk-free interest rate    4.18%   5.06%
Expected term (years)    0.89    0.71 
Expected volatility    
 De minimis
%   
De minimis
%
Exercise price   $11.50   $11.50 
Fair value of Common stock   $12.12   $11.16 

 

The key inputs into the Monte Carlo simulation model for the convertible promissory note were as follows at December 31, 2024 and 2023:

 

   December 31,
2024		   December 31,
2023		 
Input        
Risk-free interest rate    4.18%   5.48%
Expected term (years)    0.27    0.19 
Expected volatility    
 De minimis
%   
 De minimis
%
Exercise price   $11.50   $11.50 
Fair value of Common stock   $12.12   $11.16 

 

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for the years ended December 31, 2024 and 2023:

 

   Private
Placement
Warrants		   Representative’s
Warrants		   Warrant
Liability		 
Fair value at December 31, 2023  $66,128   $5,123   $71,251 
Change in fair value of warrant liabilities   227,772    17,647    245,419 
Fair value at December 31, 2024  $293,900   $22,770   $316,670 

 

   Private
Placement
Warrants		   Representative’s
Warrants		   Warrant
Liability		 
Fair value at December 31, 2022  $377,857   $29,274   $407,131 
Change in fair value of warrant liabilities   (311,729)   (24,151)   (335,880)
Fair value at December 31, 2023  $66,128   $5,123   $71,251 

 

   Convertible
Promissory
Note		 
Fair value at December 31, 2023  $944,118 
Principal borrowing   797,981 
Change in fair value of convertible promissory note   7,165,953 
Fair value at December 31, 2024  $8,908,052 
   Convertible
Promissory
Note		 
Fair value at December 31, 2022  $
—
 
Principal borrowing   1,121,815 
Change in fair value of convertible promissory note   (177,697)
Fair value at December 31, 2023  $944,118 

 

The fair value of the Company’s convertible promissory note is valued using a compound option formula on the convertible feature and a present value of the host contract. The valuation technique requires inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumption about the assumptions a market participant would use in pricing the working capital loan.

 

The convertible promissory note was classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the note. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the note. The expected life of the note is assumed to be equivalent to their remaining contractual term.