Profusa Announces Progress Towards Satisfying the Conditions to Close of the Option Agreement with G3

Debt and liability exchanges total $10.7 million, while preferred-stock conversion remains subject to stockholder approval.

Rhea-AI Summary

Profusa (Nasdaq: PFSA) advanced toward satisfying conditions for its option to acquire G3 Vision Labs by receiving audited financial statements. It received G3’s FY2024 and FY2025 audits and reviewed, unaudited financials for the six months ended June 30, 2026. G3’s FY2025 revenue was $108,021,457, with a net loss of $2,380,320 and non-GAAP adjusted EBITDA of $4,957,839.

Profusa exchanged $10.7 million of debt and liabilities for non-voting convertible preferred stock and borrowed $0.7 million in October for near-term working capital. Preferred shares convert into 1,000 common shares each after stockholder approval. Nasdaq confirmed bid-price and equity compliance on September 9, 2026. Profusa continues pursuing CE mark approval for its Lumee Oxygen Platform. Management believes closing can occur by year-end, but the acquisition remains conditional and the option does not oblige Profusa to proceed.

6 points · 2 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

2 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point$10.7 million of debt and liabilities exchanged for non-voting convertible preferred stock. 32× market cap
• Major point$0.7 million borrowed in October from Ascent Partners funds near-term working capital. 2.1× market cap
• Moderate pointNasdaq compliance regained with bid-price and equity rules, confirmed September 9, 2026.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Year-end closing remains management’s expected timing for the G3 acquisition.
• Minor pointG3 audited and reviewed financial statements received, advancing satisfaction of acquisition-option conditions.
• Minor point. Forward-looking: it has not happened yet and may not happen.Lumee Oxygen Platform continues progressing toward CE mark approval.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Convertible preferred stock dilutes holders upon conversion into 1,000 common shares each, after stockholder approval.
• Major point$0.7 million borrowing adds debt under the existing Ascent Partners note agreement. 2.1× market cap
• Moderate pointG3 acquisition remains conditional; Profusa has an option, not an obligation, to acquire it.

News Explained

The latest supplied cash snapshot, at June 30, 2026, was $719,000; that equals 24.9 days of second-quarter operating cash use at the reported rate and predates Profusa’s $0.7 million October 2026 borrowing.

Sources and calculations

• Profusa press release (2026-11-12)
• Profusa 2026 second-quarter fundamentals (2026-06-30)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate $719,000 / ($2,632,000 / 91) = 24.9 days

Argus 15 min delay 24 alerts

+1.82% vs previous close $0.5600 last price 0.9x rel. volume Open Argus

Details

Market Reaction – PFSA

+16.4% Peak Tracked

-31.6% Trough Tracked

$0.52 – $0.62 Day Range

$338,545 Mkt Cap at Last Price

On Nov 12, the day this news came out, the latest delayed price for PFSA is 1.82% above the previous close. Argus tracked a peak move of +16.4% during the session. Argus tracked a trough of -31.6% from its starting point during tracking. Our momentum scanner has recorded 24 alerts for this stock so far that day. The latest delayed price is $0.56.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

FY 2025 revenue: $108 million FY 2025 net loss: $2.4 million FY 2025 EBITDA: $7.3 million +5 more

FY 2025 revenue

$108 million

G3 combined company

FY 2025 net loss

$2.4 million

G3 combined company

FY 2025 EBITDA

$7.3 million

G3 combined company; non-GAAP

FY 2025 Adjusted EBITDA

$5.0 million

G3 combined company; non-GAAP

Adjusted EBITDA margin

4.6%

G3 combined company; FY 2025

Debt and liabilities exchanged

$10.7 million

Exchanged for non-voting convertible preferred stock to date

Preferred-stock conversion ratio

1,000 shares

Profusa common shares per preferred share, after stockholder approval

October borrowing

$0.7 million

Borrowed under Profusa's current note agreement for near-term working capital

Historical Context

1 past event · Latest: Aug 20

1 event

1. Aug 20

   G3 option progress

   24h Move

   -44.2%

   Profusa reported $10.7 million in debt exchanges and expected G3 audits by mid-September.

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

Key Terms

pcaob, non-gaap, convertible preferred stock, ce mark, +1 more

5 terms

pcaob technical

"receipt of G3’s consolidated PCAOB audited financial statements"

The PCAOB (Public Company Accounting Oversight Board) is an independent regulator that inspects and enforces rules for the auditors who check public companies’ financial statements. Think of it as a referee for accountants: it sets standards, reviews audit work, and can punish sloppy or dishonest audits. That matters to investors because trustworthy, well-audited financial reports reduce the risk of surprises and help people make better decisions about buying, holding, or selling stocks.

non-gaap financial

"Adjusted EBITDA (non-GAAP) of $5.0 million"

Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.

View in glossary

convertible preferred stock financial

"exchanged for a newly designated series of 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.

ce mark regulatory

"progress towards obtaining CE mark approval for its Lumee Oxygen Platform"

A CE mark is a regulatory stamp placed on products to show they meet the European Union’s basic safety, health and environmental rules and can be sold in the European Economic Area. For investors it matters because the mark unlocks market access, affects how quickly a product can generate revenue, and signals regulatory risk and potential compliance costs—think of it as a passport that lets a product enter a large market.

clia-certified regulatory

"Its CLIA-certified and CAP/CLIA accredited national medical laboratories"

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.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

PCAOB audited FY2024 and FY2025 and reviewed unaudited six months ended June 30, 2026 financials of G3 and its consolidated subsidiaries (“G3”) delivered

In FY 2025, the Combined G3 company had consolidated revenue of $108 million and Adjusted EBITDA (non-GAAP) of $5.0 million, as reconciled below

Sufficient working capital obtained to fund Profusa operations for near term and progress continues in converting debt and liabilities to Preferred Stock while also making progress towards obtaining CE mark

Profusa regained compliance with Nasdaq continued listing standards

BERKELEY, Calif., Nov. 12, 2026 (GLOBE NEWSWIRE) -- Profusa, Inc. (Profusa; Nasdaq: PFSA) (“Profusa”), a digital health company pioneering next-generation biosensor technologies, announced progress towards satisfaction of the conditions to close the Option Agreement (the “Agreement”) with G3 Vision Labs, Inc. (together with its consolidated subsidiaries, “G3”), including receipt of G3’s consolidated PCAOB audited financial statements for FY 2025 and FY 2024 (the “G3 Audited Financial Statements”) and unaudited consolidated financial statements for the six months ended June 30, 2026 (the “G3 Unaudited Financial Statements”).

The previously announced signing of the Agreement provided Profusa the right and option, but not the obligation, subject to satisfaction of certain conditions, to acquire G3. Upon exercise of the option and following the closing, the combined company is expected to operate as a public diagnostics company.

Progress towards satisfaction of the conditions to close the Agreement includes:

• Receipt of the G3 Audited Financial Statements for the years ended December 31, 2024 and 2025 and the G3 reviewed Unaudited Financial Statements as of June 30, 2026.
  
  
• On September 9, 2026, as previously announced, Profusa received a Nasdaq compliance letter, which served to confirm that Profusa had demonstrated compliance with Listing Rules 5550(a)(2) and 5550(b)(1) (the “Bid Price” and “Equity” Rules, respectively). Accordingly, Profusa continues to operate in compliance with Nasdaq rules.
  
  
• Profusa has entered exchange agreements of $10.7 million to date of debt and liabilities, which were exchanged for a newly designated series of non-voting convertible preferred stock (the “Preferred Stock”), with each share of Preferred Stock convertible into 1,000 shares of Profusa common stock after stockholder approval
  
  
• Profusa borrowed $0.7 million in October under its current note agreement with Ascent Partners to fund near-term working capital needs.
  
  
• As previously announced, Profusa continues to make progress towards obtaining CE mark approval for its Lumee Oxygen Platform while effectively managing costs.

“I am very pleased with the timely progress we are making and support we are receiving towards exercising the Option to acquire G3,” stated Executive Chairman and CEO, Jack Stover. “I believe we are on a good track to closing by the end of the year.”

Audited G3 Combined Company Financial Results for FY 2025: 

• Revenue of the G3 combined company was $108 million
  
  
• G3 combined company net loss was $2.4 million

Unaudited G3 Combined Company non-GAAP Financial Results for FY 2025:

• G3 combined company EBITDA (non-GAAP) was $7.3 million and Adjusted EBITDA (non-GAAP) was $5.0 million when adjusted for one-time items

Revenue, EBITDA and Adjusted EBITDA	FY 2025
Revenue	108,021,457
Net income (loss)	(2,380,320)
Add: Income taxes	–
Add: Interest expense	3,414,450
Add: Depreciation and amortization	2,933,024
Add: D&A included in cost of revenue	3,336,355
EBITDA	7,303,509
Total one-time items 1	(2,345,670)
Adjusted EBITDA	4,957,839
Adjusted EBITDA Margin	4.6%

¹ FY 2025 one-time items include a $2M settlement for the Acutis COVID-19 claim recovery, one-time other income items, and transaction costs related to the Dominion acquisition.         

Use of Non-GAAP Financial Measures

This press release includes financial measures that are not in accordance with GAAP, including EBITDA, Adjusted EBITDA and Adjusted EBITDA margin. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies.

About Profusa

Based in Berkeley, California, 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 its intelligent data platform, Profusa aims to provide people with a personalized biochemical signature rooted in data that clinicians can trust and rely on pioneering next-generation biosensor technologies. Profusa previously announced the signing of an Option Agreement (the “Agreement”) which provides Profusa the right and option, but not the obligation, subject to satisfaction of certain conditions, to acquire G3 Vision Labs, Inc. and its subsidiaries (“G3"). Upon option exercising, the combined company is expected to operate as a public diagnostics company.

“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 G3

G3 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 transaction, the conditions to the exercise of the option under the Agreement, Profusa’s strategic plans and the proposed business combination with G3. 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 ability to satisfy the conditions of the Agreement and to integrate G3 and its subsidiaries into Profusa’s business, the risk that customer demand may be less than expected, the risks in the business combination that would result from the option exercise, as well as the risks in complying with the representations, warranties and covenants set forth in the Agreement, and risks related to the completion and terms of the contemplated financings, the risk that Profusa does not receive the stockholder approval, the dilutive effect on existing Profusa stockholders of the issuance of shares of common stock and Preferred Stock as consideration for the Agreement and, if the option is exercised, upon conversion of the Preferred Stock, and the risk that G3’s indebtedness is not refinanced, repaid or otherwise satisfied on acceptable terms or at all. 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, subsequent 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:

hr@profusa.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When does Profusa expect to close the G3 acquisition?

Profusa’s management believes the G3 acquisition can close by the end of 2026. The transaction remains subject to satisfaction of conditions and exercise of Profusa’s option; the agreement does not obligate Profusa to acquire G3.

How does Profusa’s preferred stock from the debt exchanges convert?

Each share of the newly designated non-voting convertible preferred stock is convertible into 1,000 Profusa common shares after stockholder approval. Profusa exchanged $10.7 million of debt and liabilities for this preferred stock.