STOCK TITAN

Profusa (PFSA) secures option on G3 Vision Labs diagnostics group

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Profusa, Inc. entered into an Option Agreement granting it a call option to acquire all equity of G3 Vision Labs Inc., which owns Med Screen Laboratories, Dominion Diagnostics and Acutis Diagnostics, so these businesses would become Profusa subsidiaries if the option is exercised. G3’s 2025 net revenues are estimated at approximately $111 million based on unaudited management information.

The option can be exercised for 90 days after G3 delivers specified financial information, subject to conditions including at least $30 million in aggregate financings, refinancing or consent of G3 debt, required stockholder approvals and continued Nasdaq listing. As consideration, Profusa issued 201,120 common shares and 52,903.566 Series A Non-Voting Convertible Preferred shares, each convertible into 1,000 common shares upon stockholder approval, with an additional 53,918.113 preferred shares issuable if the option is exercised. Profusa believes that, as a result of this issuance, it has at least $2.5 million in stockholders’ equity, meeting the equity standard for continued listing on The Nasdaq Capital Market, and established dividend parity, protective voting rights and an Automatic Conversion feature for the new preferred series, subject to a Beneficial Ownership Limitation.

Positive

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Filing Explained

Existing holders face conditional dilution: issued preferred shares could convert into common stock after stockholder approval.

Profusa’s July 31 2026-07-31 Form 8-K reports a material agreement: the company has a right, not an obligation, to acquire G3 and its subsidiaries, so the acquisition itself has not closed.

Profusa has nevertheless issued 201,120 common shares and 52,903.566 Series A preferred shares as consideration for entering the option. If the preferred stock is converted, each share becomes 1,000 common shares after stockholder approval, creating potential dilution for existing common holders; 53,918.113 additional preferred shares would be issued if the option is exercised.

The preferred stock is non-voting except for specified protective matters and is scheduled to convert automatically at 5:00 p.m. Eastern time on the third business day after approval, subject to each holder’s beneficial-ownership limit. If the option is exercised, Profusa must file a resale registration statement within 75 days after closing; registration would facilitate resale but does not itself mean the securities have been sold.

The named resolution points are the required stockholder approvals, Nasdaq’s formal confirmation of continued-listing compliance, and exercise or expiration of the option. If conversion approval remains absent 18 months after closing and common shares cannot be delivered, each seller may elect cash redemption at the then-fair value of the underlying common stock.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Minimum financing condition $30 million Aggregate gross proceeds to Profusa or G3 required before exercising the option
G3 2025 net revenues estimate $111 million Estimated 2025 net revenues based on unaudited management information
Option consideration common shares 201,120 shares Profusa common stock issued to Sellers at signing of the Option Agreement
Option consideration preferred shares 52,903.566 shares Series A Non-Voting Convertible Preferred Stock issued to Sellers at signing
Additional preferred shares on exercise 53,918.113 shares Series A Preferred Stock issuable to Sellers if the option is exercised
Conversion ratio 1,000 shares Common shares issuable per share of Series A Preferred Stock upon conversion
Nasdaq equity requirement $2.5 million Minimum stockholders’ equity level for Nasdaq Listing Rule 5550(b)(1) that Profusa believes it now meets
Series A Non-Voting Convertible Preferred Stock financial
"Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock"
Series A non-voting convertible preferred stock is an early-round ownership share that gives holders priority over common shareholders for payouts and protections, but does not grant voting control. It can be exchanged later for common shares—like a coupon that can be turned into regular stock—allowing investors to share in upside while limiting immediate influence on company decisions; this affects potential returns, dilution for other shareholders, and the balance of control in future financing or sale events.
Automatic Conversion financial
"At 5:00 pm Eastern time on the third business day following stockholder approval, each share will undergo Automatic Conversion"
Beneficial Ownership Limitation financial
"a holder is prohibited from converting if it would exceed the Beneficial Ownership Limitation between 4.9% and 19.9%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Fundamental Transaction financial
"prior to the Automatic Conversion, consummate either: (A) any Fundamental Transaction or (B) any merger or consolidation"
Nasdaq Listing Rule 5550(b)(1) regulatory
"at least $2.5 million in stockholders’ equity as required for continued listing under Nasdaq Listing Rule 5550(b)(1)"
CLIA-certified medical
"a public diagnostics company with national CLIA-certified laboratories and recurring revenues from providers"
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.

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FAQ

What did Profusa (PFSA) announce regarding G3 Vision Labs?

Profusa entered into an Option Agreement giving it a call option to acquire all equity of G3 Vision Labs and its diagnostics subsidiaries. If exercised within 90 days after G3 delivers specified financials, these businesses would become Profusa subsidiaries. G3’s 2025 net revenues are estimated at about $111 million.

What conditions must Profusa (PFSA) meet to exercise the G3 Vision Labs option?

Profusa must achieve financings with aggregate gross proceeds of at least $30 million, address or obtain consent for G3’s indebtedness, have its Series A preferred designation in effect, secure Nasdaq-related and conversion stockholder approvals, maintain Nasdaq listing, and ensure Seller guarantees of G3 debt are fully released.

How many shares did Profusa (PFSA) issue as consideration for the option?

As consideration for the option, Profusa issued 201,120 shares of common stock and 52,903.566 shares of Series A Non-Voting Convertible Preferred Stock. If the option is exercised, counterparties are entitled to an additional 53,918.113 preferred shares, each convertible into 1,000 common shares upon stockholder approval.

What are the key terms of Profusa’s Series A Non-Voting Convertible Preferred Stock?

Series A Preferred carries dividends equal to common stock on an as-converted basis, no general voting rights, and protective approval rights on specified actions. After stockholder approval, each share automatically converts into 1,000 common shares, subject to a holder-selected Beneficial Ownership Limitation between 4.9% and 19.9% of outstanding common stock.

How does this transaction affect Profusa’s (PFSA) Nasdaq listing status?

Profusa states that issuing common and preferred shares under the Option Agreement leaves it with at least $2.5 million in stockholders’ equity, the threshold for Nasdaq Capital Market continued listing under Listing Rule 5550(b)(1). The company is awaiting Nasdaq’s formal confirmation of its compliance with this equity standard.

Will Profusa (PFSA) register the shares issued in the G3 Vision Labs option deal?

If the option is exercised and the acquisition closes, Profusa is obligated to file a resale registration statement, on Form S-3 if available, within 75 days after closing. This registration would cover common shares already issued and those underlying the Series A Preferred Stock from the Option Agreement.
--12-31 false 0001859807 0001859807 2026-07-31 2026-07-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 31, 2026

 

PROFUSA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41177   86-3437271
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

626 Bancroft Way, Suite A

Berkeley, CA 94710

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (925) 997-6925

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   PFSA   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 1.01 - Entry into a Material Definitive Agreement.

 

On July 31, 2026, Profusa, Inc., a Delaware corporation (the “Company” or “Profusa”), entered into an Option Agreement (the “Option Agreement”), by and among the Company, CentralLarkfieldKarin NA LLC (“CLK”), Venkata Boyapalli (“Boyapalli”), a privately held trust (the “Trust” and, together with CLK and Boyapalli, the “Sellers” and each a “Seller”), and, solely for purposes of Sections 5, 8 and 10 thereof, G3 Vision Labs Inc., a New Jersey corporation (“G3”), Med Screen Laboratories Inc., a New Jersey corporation (“Med Screen”), Dominion Diagnostics LLC, a Delaware limited liability company (“Dominion”) and Acutis Diagnostics Inc., a New York corporation (“Acutis” and, together with G3, Med Screen and Dominion, the “Target Companies” and each a “Target Company”).

 

The Option Agreement provides the Company with the right, but not the obligation (the “Call Option”), to acquire from the Sellers all of the equity securities (the “Target Securities”) held by the Sellers in G3, which constitute 100% of the equity securities in G3. G3 owns all or substantially all of the equity securities of Med Screen, Dominion and Acutis and, accordingly, if the Company exercises the Call Option and consummates the purchase of the Target Securities (as defined below), G3, Med Screen, Dominion and Acutis will become direct or indirect subsidiaries of the Company.

 

Pursuant to the Option Agreement, the Company’s ability to exercise the Call Option is subject to satisfaction of, among other items, the following conditions: (i) the Company shall have consummated, or received binding commitments to consummate, one or more financings resulting in aggregate gross proceeds to the Company or G3 of at least $30 million; (ii) certain indebtedness of G3 shall be refinanced, repaid, or otherwise satisfied (or its existing senior secured debt lenders shall have consented to the exercise of the option); (iii) the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock shall be in effect, (iv) approval of the Preferred Stock Conversion Proposal (as defined below) and the Nasdaq Proposal (as defined below) by the requisite holders of Common Stock at a duly convened meeting of the Company’s stockholders; (v) no suspension or removal from listing of the Common Stock on Nasdaq (as defined below), and no initiation or threatening of any proceedings for any of such purposes or delisting, shall have occurred, and (vi) any and all obligations of any Seller as guarantor, co-obligor or surety for any indebtedness of any Target Company shall have been terminated and released in full, without any liability to such Seller from and after the Closing. The consummation of the purchase of the Target Securities will also be subject to execution and delivery of definitive acquisition documents by the Sellers and the Company.

 

The Option Agreement provides that the Call Option will expire on date that is 90 days after the Target Companies provide certain audited and reviewed financial information to Buyer.

 

As consideration for the Sellers’ execution of the Option Agreement, the Company issued to the Sellers the following consideration: (i) an aggregate of 201,120 shares of the Company common stock, par value $0.0001 per share (“Common Stock”); and (ii) an aggregate of 52,903.566 shares of Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”), a newly-designated series of preferred stock having the rights, privileges and preferences set forth in the Certificate of Designation (as defined below) (together, the “Option Grant Consideration”). If the Company exercises the Call Option, the Sellers will be entitled to receive 53,918.113 additional shares of the Series A Preferred Stock in the aggregate. Each share of Series A Preferred Stock is convertible into 1,000 shares of the Company’s Common Stock, subject to receipt of stockholder approval. If the Company does not satisfy the conditions to exercise the Call Option or the Call Option remains unexercised for any reason, G3 stockholders will retain the Option Grant Consideration. If after the date that is eighteen (18) months after the closing, approval by the Company’s stockholders of the Preferred Stock Conversion Proposal has not been obtained and the Company is unable or otherwise fails to deliver, or cause to be delivered, shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock to any Seller, then, at the election of each Seller (exercisable by written notice to Buyer), Buyer shall redeem the shares of Series A Non-Voting Convertible Preferred Stock issued to the Sellers upon such closing for cash at a price per share equal to the then-fair market value of the Common Stock issuable upon conversion thereof.

 

The discussion of the Certificate of Designation in Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

  

Pursuant to the Option Agreement, the Company has agreed to hold a stockholders’ meeting (the “Stockholders’ Meeting”) to submit the following matters to its stockholders for their consideration: (i) the approval in accordance with applicable rules of the Nasdaq Stock Market, LLC (the “Nasdaq”) of the conversion of the Series A Preferred Stock into shares of Common Stock (the “Preferred Stock Conversion Proposal”), (ii) the approval of the transactions contemplated by the Option Agreement in accordance with applicable Nasdaq Listing Rules (the “Nasdaq Proposal”), (iii) the approval of an Amended and Restated Equity Incentive Plan of the Company that will provide for new awards for a number of shares of Common Stock not exceeding 15% of the fully diluted shares of capital stock of the Company outstanding immediately after the Closing, as mutually agreed upon by the Company and the Target Companies, and (iv) to the extent deemed necessary or advisable by the Company’s board of directors, approval of an amendment to the Company’s certificate of incorporation to effect a reverse stock split (the matters contemplated in items (i) through (iv) collectively, the “Parent Stockholder Matters”).

 

Pursuant to the Option Agreement, if the Company exercises the Call Option, it will be obligated as promptly as practicable following the closing of the purchase and sale of the Target Securities pursuant to such exercise (the “Closing”) (and in any event not later than 75 days following the Closing), to prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available) to register the resale of (i) the shares of Common Stock issued pursuant to the Option Agreement and (ii) the shares of Common Stock underlying the Series A Preferred Stock issued pursuant to the Option Agreement (upon the execution thereof and in connection with the exercise of the Call Option).

 

1

 

 

The foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by reference to the Option Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 3.02 - Unregistered Sales of Equity Securities.

 

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The shares of Common Stock and Series A Preferred Stock issued upon the execution of the Option Agreement were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof. Each of the Sellers represented that it was an “accredited investor,” as defined in Regulation D, and is acquiring the Option Grant Consideration for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. In the Option Agreement, Sellers also made representations regarding the knowledge and experience in financial and business matters and investment intent. The shares of Common Stock and Series A Preferred Stock comprising the Option Grant Consideration have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto constitutes an offer to sell or the solicitation of an offer to buy shares of Common Stock, shares of Preferred Stock or any other securities of the Company.

 

Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 31, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) in connection with the Option Agreement described in Item 1.01 above. The Certificate of Designation provides for the creation of the Company’s Series A Preferred Stock.

 

Holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal to, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the Common Stock. Except as otherwise provided in the Certificate of Designation or as otherwise required by the General Corporation Law of the State of Delaware, the Series A Preferred Stock shall have no voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation, amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock, (ii) issue additional shares of Series A Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series A Preferred Stock, (iii) prior to the Automatic Conversion (as defined below), consummate either: (A) any Fundamental Transaction (as defined in the Certificate of Designation) or (B) any merger or consolidation of the Company with or into another Person or any stock sale to, or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, share exchange or scheme of arrangement) with or into, another Person in which the stockholders of the Company immediately before such transaction do not hold at least a majority of the voting power of the capital stock of the Company or surviving corporation or the parent entity of the Company or surviving corporation immediately after such transaction or in which the Company or the surviving corporation issues securities in such transaction that represent, or are convertible into securities representing, more than a majority of the voting power of the Company immediately before such transaction, (iv) prior to the stockholder approval of the Preferred Stock Conversion Proposal, authorize or issue any class or series of stock that has powers, preferences or rights that are senior to those of the Series A Preferred Stock, (v) amend, waive or modify the Merger Agreement in any manner that would be reasonably likely to prevent, impede or materially delay stockholder approval of the Preferred Stock Conversion Proposal or the Automatic Conversion (as defined below) or (vi) enter into any agreement with respect to any of the foregoing.

 

2

 

 

At 5:00 pm Eastern time on the third business day following stockholder approval of the Preferred Stock Conversion Proposal, each share of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock (the “Automatic Conversion”), subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”); provided that following stockholder approval of the Preferred Stock Conversion Proposal, such Beneficial Ownership Limitation may be waived by each holder of Series A Preferred Stock upon written notice to the Company to be effective on the 61st day following receipt of such notice.

 

The foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 7.01 - Regulation FD Disclosure.

 

On July 31, 2026, the Company issued a press release related to the Option Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release attached as Exhibit 99.1 is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.

 

Forward Looking Statements

 

Certain statements contained in this Form 8-K may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words and phrases “designed to,” “may,” “might,” “can,” “will,” “to be,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “likely,” “continue,” “ongoing” or similar expressions, or the negative of such words, are intended to identify “forward-looking statements.” These forward-looking statements include, but are not limited to, statements regarding the Company, the Target Companies, the Option Agreement and the exercise of the Call Option (including the consummation of the purchase and sale of the Target Securities upon the exercise thereof), if any, and the expected effects, perceived benefits or opportunities and related timing with respect thereto; expectations regarding or plans for the combined company’s pipeline. The Company has based these forward-looking statements on its current expectations and projections about future events. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include those above in this Current Report on Form 8-K and in the Company’s other filings with the SEC. Statements made herein are as of the date of the filing of this Current Report on Form 8-K with the SEC and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, the Company does not undertake, and it specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

 

Item 8.01 Other Events.

 

As a result of the issuance of the common and preferred stock pursuant to the Option Agreement, the Company believes that, as of the date of the filing of this Current Report on Form 8-K, the Company has at least $2.5 million in stockholders’ equity as required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), which is an alternative standard to the $35 million market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2) (collectively, the “Rule”).

 

The Company awaits Nasdaq’s formal confirmation that it has evidenced compliance with the Rule and will provide an update regarding its listing status upon receipt of the relevant determination from The Nasdaq Stock Market LLC.

 

Item 9.01 - Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

  Description
2.1*   Option Agreement, dated July 31, 2026, by and among Profusa, Inc., CentralLarkfieldKarin NA LLC, Venkata Boyapalli, the Trust and, solely for purposes of Sections 5, 8 and 10 thereof, G3 Vision Labs Inc., Med Screen Laboratories Inc., Dominion Diagnostics LLC and Acutis Diagnostics Inc.
   
3.1   Certificate of Designation of Series A Non-Voting Convertible Preferred Stock
   
99.1   Press Release issued on July 31, 2026 (furnished herewith)
   
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request.

 

3

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

July 31, 2026 Profusa, Inc.
     
  By: /s/ Jack Stover
  Name: Jack Stover
  Title: Chief Executive Officer

 

4

Exhibit 99.1

 

 

Profusa Announces Signing of Option Agreement for the

 

Acquisition of a Commercial Stage Diagnostics Company, G3 Vision Labs

 

BERKELEY, Calif., July 31, 2026 (GLOBE NEWSWIRE) -- Profusa, Inc. (Nasdaq: PFSA), a digital health company pioneering next-generation biosensing technologies, announces the signing of an Option Agreement (the “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, Inc. (“G3”) and its subsidiaries, Med Screen Laboratories Inc., Dominion Diagnostics LLC and Acutis Diagnostics Inc. G3’s 2025 Net Revenues are estimated, based on unaudited management information, to be approximately $111 million. 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.

 

“This Agreement provides Profusa with a significant opportunity, subject to satisfaction of the specified conditions, to acquire the growing regional diagnostics business of G3,” said Jack Stover, Executive Chairman and CEO of Profusa, Inc.

 

Pursuant to the Agreement, Profusa’s ability to exercise the option is subject to satisfaction of, among other items, the following conditions: (i) 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 $30 million; (ii) certain indebtedness of G3 shall be refinanced, repaid, or otherwise satisfied (or the lenders shall have consented to the exercise of the option); (iii) Profusa’s Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock shall be in effect; (iv) approval in accordance with applicable rules of the Nasdaq Stock Market, LLC (“Nasdaq”) of the conversion of the Preferred Stock (as defined below) 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; (v) 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 (vi) 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: (i) 201,120 shares of Profusa common stock; and (ii) 52,903.566 shares of a newly-designated series of non-voting convertible preferred stock (the “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 (the “Stockholder Approval”) ((i) and (ii) together, the “Consideration”). 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.

 

Tungsten Advisors served as the financial advisor to Profusa. Katten Muchin Rosenman LLP is serving as legal counsel to Profusa. K&L Gates LLP is serving as legal counsel to G3 Vision Labs.

 

Additional details regarding the Agreement, the Consideration and the Preferred Stock are set forth in the Current Report on Form 8-K that Profusa expects to file with the SEC in connection with this announcement. The shares of common stock and Preferred Stock described in this press release were offered and sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and have not been registered under the Securities Act or any state securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

 

 

 

 

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 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, and the conditions to the exercise of the option under the Agreement, Profusa’s strategic plans, the proposed business combination with G3, the operating results of G3 and its subsidiaries, the terms and amounts of the financing to be obtained in connection with the 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 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 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

info@coreir.com

212-655-0924

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