Profusa Inc (PFSA) News & EventsPFSAProfusa Inc

Profusa Signs Option Agreement to Acquire G3 Vision Labs

Profusa announced the signing of an option agreement which provides Profusa the right and option, but not the obligation, subject to satisfaction of the conditions described below, to acquire G3 Vision Labs and its subsidiaries, Med Screen Laboratories, Dominion Diagnostics and Acutis Diagnostics. G3's 2025 net revenues are estimated, based on unaudited management information, to be approximately $111M. The agreement formalizes the arrangement between Profusa and G3 that was announced earlier this week. The option is exercisable at any time on or prior to the date that G3 delivers specified financial information and for 90 days thereafter, subject to the satisfaction of certain conditions as described below. If the option is exercised, the combined company is expected to operate as a public diagnostics company with national CLIA-certified laboratories, recurring revenues from a diversified base of providers serving addiction treatment, pain management, and behavioral health. Pursuant to the agreement, Profusa's ability to exercise the option is subject to satisfaction of, among other items, the following conditions: Profusa shall have consummated, or received binding commitments to consummate, one or more financings resulting in aggregate gross proceeds to Profusa or G3 of at least $30M; certain indebtedness of G3 shall be refinanced, repaid, or otherwise satisfied; Profusa's Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock shall be in effect; approval in accordance with applicable rules of Nasdaq of the conversion of the preferred stock into shares of Profusa's common stock and of the transactions contemplated by the option agreement by the requisite holders of Profusa's common stock at a duly convened meeting of Profusa's stockholders; no suspension or removal from listing of Profusa's common stock on Nasdaq, and no initiation or threatening of any proceedings for any of such purposes or delisting, shall have occurred; and any and all obligations of any seller as guarantor, co-obligor or surety for any indebtedness of G3 and its subsidiaries shall have been terminated and released in full, without any liability to such Seller from and after the Closing. As consideration for the option, Profusa issued to G3 stockholders the following consideration: 201,120 shares of Profusa common stock; and 52,903.566 shares of a newly-designated series of non-voting convertible preferred stock, which is convertible into Profusa common stock subject to a stockholder approval by Profusa's stockholders as required under the applicable Nasdaq Listing Rules. If Profusa exercises the option contemplated by the agreement, the counterparties will be entitled to receive an additional 53,918.113 shares of the preferred stock. Each share of the preferred stock is convertible into 1,000 shares of Profusa's common stock, subject to receipt of the stockholder approval. If Profusa does not satisfy the conditions listed above and the option remains unexercised, G3 stockholders will retain the consideration. Entry into the agreement and the transactions contemplated thereby will not constitute a change of control.

Profusa Signs Non-Binding Term Sheet with Dx Company

Profusa signed a non-binding term sheet with a privately held, commercial-stage health diagnostics and toxicology testing company - the "Dx Company -. Following the contemplated transaction, the combined company is expected to operate as a public diagnostics company with national CLIA-certified laboratories, recurring revenues from a diversified base of providers serving addiction treatment, pain management, and behavioral health. The Dx Company's 2025 Net Revenues are estimated to be $111M. Jack Stover, a director of Profusa, has been appointed by the Profusa Board of Directors as Executive Chairman of the Board of Directors and CEO. Ben Hwang, formerly the CEO, Chairman, and Director of the Board of Profusa, has transitioned into the role of President of Profusa. Liviu Goldenberg has been appointed by the Profusa Board of Directors as an independent director. Goldenberg has expertise in technology-enabled manufacturing, AI / IIoT platforms, sustainability, capital deployment, and risk oversight. Goldenberg is also an active advisor to growth-stage and scale-up technology companies. It is anticipated that upon the execution of a definitive acquisition agreement, Profusa will issue to the Dx Company stockholders the following consideration: shares of Profusa common stock equal to 19.99% of Profusa's then issued and outstanding common shares; and the remainder of the consideration in the form of shares of Profusa non-voting convertible preferred stock, which will be convertible into Profusa common shares subject to a stockholder approval by Profusa's stockholders. Profusa expects to close on approximately $7M of necessary financing in the form a convertible note.