Profusa Announces Key Management Changes and Signing of Non-Binding Term Sheet for the Acquisition of a Commercial Stage Diagnostics Company

Rhea-AI Summary

Profusa (Nasdaq: PFSA) signed a non-binding term sheet to acquire a privately held, commercial-stage diagnostics and toxicology testing company with estimated unaudited 2025 net revenues of about $111 million. The combined entity is expected to operate as a public diagnostics platform with national CLIA-certified labs and recurring revenue from addiction treatment, pain management, and behavioral health providers.

According to Profusa, contemplated consideration includes common stock equal to 19.99% of then-outstanding shares plus additional non-voting convertible preferred stock, with conversion subject to shareholder approval. Profusa also expects to arrange approximately $7 million of subordinated convertible note financing and exchange its outstanding convertible notes into preferred stock. Concurrently, Jack Stover has been appointed Executive Chairman and CEO, former CEO Ben Hwang becomes President, and Liviu Goldenberg joins as independent director.

Positive

• Non-binding term sheet to acquire commercial-stage Dx firm
• Target Dx Company 2025 net revenues estimated at $111 million
• Equity consideration capped at 19.99% immediate common issuance
• Planned $7 million subordinated convertible note financing
• Existing convertible notes expected to be exchanged into preferred stock
• New CEO/Executive Chairman and independent director added to leadership

Negative

• Acquisition only at non-binding term sheet stage
• Convertible note carries 9% OID and 7% interest rate
• Interest increases to 18% per year upon default on the Notes
• Equity and preferred issuance imply potential shareholder dilution

Market Context

The prior acquisition-related approval produced a -9.72% 24-hour reaction, adding a company-specific...

Analysis

The prior acquisition-related approval produced a -9.72% 24-hour reaction, adding a company-specific comparison to this non-binding transaction. Investors still had to monitor definitive documentation, stockholder approval, financing completion, and convertible consideration.

Key Figures

2025 Net Revenues: approximately $111 million Common Stock Consideration: 19.99% Necessary Financing: approximately $7 million +5 more

8 metrics

2025 Net Revenues approximately $111 million Dx Company; unaudited management information

Common Stock Consideration 19.99% of Profusa's then issued and outstanding common shares

Necessary Financing approximately $7 million convertible note financing, subordinated to existing bank debt

Note Term 12 months indicative terms of the convertible Notes

Original Issue Discount 9% indicative terms of the convertible Notes

Interest Rate 7% per year indicative terms of the convertible Notes

Default Interest Rate 18% indicative terms of the convertible Notes

Leadership Experience 30+ years global leadership experience of newly appointed director Liviu Goldenberg

Historical Context

5 past events · Latest: Jul 02 (Negative)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jul 02	Reverse stock split	Negative	-28.1%	One-for-25 reverse split became effective, reducing outstanding shares to approximately 530 thousand.
Jun 24	Acquisition approval	Positive	-9.7%	Shareholders approved initiatives supporting the planned PanOmics acquisition and balance sheet strengthening.
Jun 12	Regulatory review update	Neutral	-17.7%	Profusa submitted a response package during the ongoing CE Mark review process.
Jun 10	Shareholder voting letter	Neutral	-9.7%	The company urged shareholders to approve proposals at the June 23 annual meeting.
May 15	Nasdaq listing transfer	Positive	+3.7%	Shares transferred to The Nasdaq Capital Market as part of interim compliance milestones.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news reactions were predominantly negative, including the prior acquisition-related approval, while the Nasdaq listing transfer was followed by a positive reaction.

Key Terms

non-binding term sheet, clia-certified, convertible preferred stock, original issue discount, +1 more

5 terms

non-binding term sheet financial

"announces the signing of a non-binding term sheet with a privately held"

A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.

clia-certified regulatory

"with national CLIA-certified laboratories, recurring revenues from a diversified base"

CLIA-certified means a laboratory has passed U.S. federal standards for performing tests on human samples, showing its results are accurate, reliable and timely. For investors this matters because certification is often required to sell clinical test services, bill insurers, win hospital or physician partnerships and avoid regulatory penalties — much like a restaurant passing a health inspection or a car getting a safety sticker before it can be sold.

convertible preferred stock financial

"the remainder of the consideration in the form of shares of Profusa non-voting convertible preferred stock"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

original issue discount financial

"Indicative terms of the Notes include a 12-month term, a 9% original issue discount"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

convertible note financial

"in the form a convertible note (the "Notes")"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BERKELEY, Calif., July 27, 2026 (GLOBE NEWSWIRE) --  Profusa, Inc. (Nasdaq: PFSA), a digital health company pioneering next-generation biosensing technologies, announces the signing of 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, based on unaudited management information, to be approximately $111 million.

Mr. Jack Stover, a director of Profusa, has been appointed by the Profusa Board of Directors as Executive Chairman of the Board of Directors and Chief Executive Officer. Ben Hwang, PhD, formerly the Chief Executive Officer, 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. Mr. Goldenberg has 30+ years of global leadership experience overseeing complex operations, technology adoption, and enterprise transformation. He has deep expertise in technology-enabled manufacturing, AI / IIoT platforms, sustainability, capital deployment, and risk oversight. Mr. Goldenberg is also an active advisor to growth-stage and scale-up technology companies, with experience supporting capital raises, strategic partnerships, and institutional initiatives and importantly brings disciplined governance judgment, independence, and a long-term shareholder focus.

It is anticipated that upon the execution of a definitive acquisition agreement (the "Acquisition Agreement"), Profusa will issue to the Dx Company stockholders the following consideration: (i) shares of Profusa common stock equal to 19.99% of Profusa's then issued and outstanding common shares; and (ii) the remainder of the consideration in the form of shares of Profusa non-voting convertible preferred stock (the "Preferred Stock"), which will be convertible into Profusa common shares subject to a stockholder approval by Profusa's stockholders (together, the "Consideration"). In addition, it is expected that Profusa's outstanding convertible notes and obligations will also be exchanged for Preferred Stock.

Concurrently with the closing of the transaction and subject to due diligence and documentation, Profusa expects to close on approximately $7 million of necessary financing (subordinated to existing bank debt) in the form a convertible note (the "Notes"), all or portions of which may be provided by existing investors in Profusa. Indicative terms of the Notes include a 12-month term, a 9% original issue discount (OID), and a 7% interest rate per year (18% in the event of a default).

About Profusa

Profusa is a digital health company developing a new generation of tissue-integrated sensors to detect and continuously transmit actionable, medical-grade data for personal and medical use. With its long-lasting, injectable, and affordable biosensors and intelligent data platform, Profusa aims to provide people with a personalized biochemical signature rooted in data that clinicians can trust and rely on. For more information, please visit www.profusa.com.

"LUMEE", "PROFUSA" and the PROFUSA logo are registered trademarks of Profusa, Inc. in the United States, Canada, European Union, China, Japan, South Korea, and Australia.

About the Dx Company

The Dx Company provides laboratory testing solutions, clinical insight, and reporting tools that help healthcare teams make informed treatment decisions, streamline workflows, and improve patient outcomes. Its CLIA-certified and CAP/CLIA accredited national medical laboratories provide molecular diagnostic tests for infectious disease and urine and blood clinical toxicology testing, with a client base serving addiction treatment, pain management, and behavioral health providers across the country.

Special Note Regarding Forward-Looking Statements

Certain statements in this press release may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or future financial or operating performance of Profusa, including statements regarding the proposed acquisition, the anticipated launch of PanOmics DX™, Profusa's strategic plans, the proposed business combination with the Dx Company, the expected operating results of the Dx Company, the terms and amounts of the financings expected to be consummated in connection with the Dx business combination. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "propose," "seek," "should," "strive," "will," or "would" or the negatives of these terms or variations of them or similar terminology.

Such forward-looking statements are subject to risks, uncertainties, and other factors which may be beyond the control of Profusa and could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, without limitation, risks related to Profusa’s planned European and U.S. product launches, the risk that such product launches may not result in revenue at the levels anticipated, the risk that customer demand may be less than expected, the risks in negotiating, concluding and closing definitive acquisition agreements, as well as the risks in complying with the representations, warranties and covenants set forth in those agreements if they are executed, and risks related to the completion and terms of the contemplated financings.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Profusa and its management, are inherently uncertain. There are risks and uncertainties described more fully in Profusa's public filings from time to time with the U.S. Securities and Exchange Commission (the "SEC"), including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Profusa cannot assure you that the forward-looking statements in this communication will prove to be accurate.

Investor and Media Contact
info@coreir.com
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FAQ

What did Profusa (NASDAQ: PFSA) announce on July 27, 2026?

Profusa announced a non-binding term sheet to acquire a commercial-stage diagnostics company and several senior management changes. According to Profusa, it also expects approximately $7 million of subordinated convertible note financing and plans to exchange existing convertible notes into preferred stock in connection with the contemplated transaction.

What are the key terms of Profusa’s proposed acquisition of the Dx Company (PFSA)?

Profusa anticipates paying Dx Company stockholders 19.99% of then-outstanding common shares plus additional non-voting convertible preferred stock. According to Profusa, preferred conversion into common shares would require shareholder approval, and the parties still must negotiate and execute a definitive acquisition agreement before any closing occurs.

How much revenue does the target Dx Company generate in Profusa’s (PFSA) deal?

The Dx Company’s 2025 net revenues are estimated at approximately $111 million based on unaudited management information. According to Profusa, the business operates CLIA-certified and CAP/CLIA accredited national laboratories, with recurring diagnostic and toxicology testing revenue from addiction treatment, pain management, and behavioral health providers nationwide.

How might the proposed Dx Company acquisition affect Profusa (PFSA) shareholders?

Profusa expects to issue common stock equal to 19.99% of then-outstanding shares and additional convertible preferred stock. According to Profusa, existing convertible notes and obligations are also expected to convert into preferred, implying potential dilution but adding a commercial diagnostics revenue base if the transaction closes.

What are the terms of Profusa’s planned $7 million convertible note financing (PFSA)?

Profusa expects about $7 million of subordinated convertible notes with a 12-month term, 9% original issue discount, and 7% annual interest. According to Profusa, the interest rate increases to 18% upon default, and some or all funding may come from existing investors, subject to documentation.

What management changes did Profusa (PFSA) announce with the Dx Company term sheet?

Profusa’s board appointed director Jack Stover as Executive Chairman and Chief Executive Officer, while former CEO Ben Hwang became President. According to Profusa, Liviu Goldenberg also joined as an independent director, bringing over 30 years of global leadership in operations, technology adoption, and governance.

What business will the combined Profusa (PFSA) and Dx Company focus on if the deal closes?

Following the contemplated transaction, the combined company is expected to operate as a public diagnostics business with national CLIA-certified laboratories. According to Profusa, it would generate recurring revenue from molecular diagnostic and clinical toxicology testing for addiction treatment, pain management, and behavioral health providers across the United States.