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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):
April 2, 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.
Amendment No. 4 to Securities Purchase Agreement and Pledge Agreement
As previously disclosed, Profusa, Inc., a Delaware corporation (the
“Company”)entered into the (A) the Securities Purchase Agreement, dated as of February 11, 2025 (as previously amended,
the “Purchase Agreement”), by and among the Company, Ascent Partners Fund LLC, a Delaware limited liability company (“Ascent”),
the other purchasers from time to time party thereto (the “Purchasers”), and Ascent, as collateral agent for the purchaser
parties (the “Collateral Agent”), and (B) that certain Pledge Agreement, dated as of July 11, 2025 (as previously amended,
the “Pledge Agreement”), among the Company, Ben Hwang, William McMillan, Northview Sponsor I, LLC, and the Collateral Agent.
On April 2, 2026, Profusa, Inc., a Delaware corporation (the “Company”),
entered into Amendment No. 4 (“Amendment No. 4”) to the Purchase Agreement and Pledge Agreement. Pursuant to Amendment No.
4, the Company may request to sell additional convertible promissory notes (the “Additional Notes”) having an aggregate principal
amount not to exceed $12,222,222 and for a purchase price that reflects at least a 10% original issue discount, by delivering to the Collateral
Agent a notice specifying the aggregate initial principal amount requested, the purchase price and the proposed additional closing date.
Amendment No. 4 also amends the Pledge Agreement to, among other things,
replace the definition of “Release Condition” in Section 7.10 of the Pledge Agreement to mean payment in full, whether in
cash or by conversion, of $1,666,666.66 in aggregate principal amount of Notes issued in the Additional Closings expected to occur on
and shortly following the effective date of Amendment No. 4 (the “Amendment Effective Date”).
Additionally, the Company and Ascent acknowledged that any mandatory
prepayment amounts received by Ascent pursuant to the Notes shall first be allocated towards obligations owing in respect of the Additional
Notes to be issued on and shortly following the Amendment Effective Date, and then towards the secured convertible promissory notes issued
pursuant to the Purchase Agreement on July 11, 2025, and September 30, 2025, respectively.
As consideration for Ascent and the Collateral Agent agreeing to execute
Amendment No. 4 and to participate in the Additional Closing expected to occur on April 2, 2026, the Company agreed to issue to Ascent,
not later than five calendar days following the Amendment Effective Date, a warrant to purchase 1,111,111 shares of the Company’s
Common Stock (the “Warrant”) at an initial exercise price of $0.50 per share, in form reasonably acceptable to Ascent and
in the standard form typically used by Ascent for transactions of this type. The Warrant is required to contain provisions providing anti-dilution
protection to the holder, a fundamental transaction provision and a cashless exercise provision.
In connection with the Additional Closing occurring on April 2, 2026,
the Company issued to Ascent a senior secured convertible promissory note in the aggregate principal amount of $555,555.55 (the “Third
Tranche Note”). The Third Tranche Note matures on April 2, 2027, and accrues interest at a rate of 12% per annum. The Third Tranche
Note is convertible at the option of the holder into shares of the Company’s Common Stock at a conversion price of $0.50 per share,
subject to adjustment and a floor price. The Third Tranche Note provides for mandatory prepayments upon subsequent offerings equal to
50% of the net proceeds. Cash payments of principal under the Third Tranche Note are subject to a cash payment fee of 5%. The Third Tranche
Note is secured by the collateral described in the Purchase Agreement and the related security documents. The Third Tranche Note was issued
with original issue discount.
The Notes and the Warrant were offered and sold in a private placement
in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506 of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act and
may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The foregoing descriptions of Amendment No. 4, the Third Tranche
Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of such
documents. A copy of the Third Tranche Note is filed as an exhibit hereto and is incorporated herein by reference. A copy of the
Warrant will be filed in an Amendment to this Current Report on Form 8-K following the issuance thereof.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form
8-K regarding the Third Tranche Note is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form
8-K regarding the issuance of the Third Tranche Note and the Warrant is incorporated herein by reference. The Third Tranche Note is convertible
into shares of the Company’s Common Stock and the Warrant is exercisable for shares of the Company’s Common Stock, in each
case as described in Item 1.01 above. The issuance of the Third Tranche Note and the Warrant, and the shares of Common Stock issuable
upon conversion or exercise thereof, were not registered under the Securities Act, in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 8.01. Other Events.
Letter of Intent Relating to Proposed Acquisition of Bio Insights
PanOmics Assets
On March 31, 2026, the Company entered into a non-binding letter of
intent (as amended and restated on April 3, 2026, the “LOI”) with Bio Insights LLC (“Bio Insights”), pursuant
to which the Company proposes to acquire certain assets of Bio Insights, including the PanOmics assay and related know-how (the “PanOmics
Assets”), for aggregate consideration of $30,000,000 (the “Proposed Transaction”). The Proposed Transaction is conditioned
upon: (i) the negotiation and execution of a definitive asset acquisition agreement; (ii) the satisfaction of customary closing conditions;
and (iii) the receipt of all required stockholder approvals. The LOI is non-binding except with respect to certain provisions relating
to confidentiality, exclusivity, termination and governing law.
Profusa believes that the acquisition of the Panomic DX next-generation
sequencing (NGS) assets introduces a near-term revenue opportunity aligned with recent CMS reimbursement guidance requiring NGS testing
in oncology. Panomic DX offers the potential for immediate commercial traction and reimbursement-backed cash flow potential. Moreover,
the Company believes that the combination of real-time biochemical monitoring and genomic diagnostics will strengthen the Company’s
ability to deliver a fully integrated oncology solution. The PanOmics Assets enable a marker panel that has been designed for broad utilization
across several important cancers as well as common metabolic disease states. include pancreatic cancer, fatty liver cancer, Esophageal
Cancer and Thyroid Cancer. The PanOmics marker panel is designed to identify sequence variations and copy number expression conferring
hereditary risk, profile somatic tumor mutations to guide therapeutic selection, support liquid biopsy monitoring via circulating tumor
DNA, and predict malignant progression in patients.
The Centers for Medicare and Medicaid Services (“CMS”)
recently announced that next-generation sequencing testing is necessary for reimbursement in the relevant oncology indications —
a policy determination that the Company believes substantially de-risks the commercial pathway for PanOmic DX and validates the strategic
logic of the planned asset acquisition. With reimbursement now tied to the use of next-generation sequencing, PanOmic DX is positioned
to generate meaningful near-term revenue while LumeeOxygen advances through clinical validation, thereby meaningfully diversifying Profusa’s
commercial profile at precisely the right moment.
Under the terms of the LOI, the aggregate purchase price of $30,000,000
is to be satisfied entirely through the issuance of equity securities of the Company, consisting of: (a) 460,000 shares of Common Stock
(limited to 19.99% of total shares outstanding) to be issued at the closing; and (b) shares of a new series of preferred stock of the
Company (the “Preferred Stock”), which shall be non-voting and convertible into 59,540,000 shares of Common Stock (the “Conversion
Shares”), with such conversion right exercisable one year following the date of issuance of the Preferred Stock. The number of shares
to be issued will be calculated based on the closing transaction price reported by Nasdaq on the trading day preceding the closing. The
Conversion Shares will be subject to registration rights and a Lock-Up Agreement to be executed by Bio Insights in the form attached as
an exhibit to the LOI (the “Lock-Up Agreement”). Pursuant to the Lock-Up Agreement, the Conversion Shares will be subject
to a seven-year lock-up period with annual releases of one-seventh of the Conversion Shares each year, subject to a carve-out permitting
Bio Insights to sell such number of Conversion Shares as may be necessary to fund tax liabilities arising from the transaction.
In connection with the Proposed Transaction, Bio Insights will be entitled
to receive royalty payments equal to 3% of net revenue, payable annually following the completion of audited full-year financial statements.
The Company has agreed to make best efforts to conclude an equity financing of $10,000,000 contemporaneously with or within 30 days following
the closing of the Proposed Transaction, and to allocate a minimum of 15% of the net proceeds of such financing and future financings,
up to $2,000,000 in aggregate, for consulting work and reagent costs related to the PanOmics assay’s analytical and clinical validation
and capital equipment needs.
In connection with the closing of the Proposed Transaction, the Company
will issue to management shares equal to 12% of the fully diluted shares outstanding immediately following the transaction and related
fundraising, for retention of the Company’s Chief Executive Officer and Chief Financial Officer, reduced by any RSUs or options
issued to management between the date of the LOI and the announcement of the Proposed Transaction. All existing employment and severance
arrangements for the Company’s CEO and CFO are to be reviewed by Bio Insights prior to execution of the definitive documentation,
with any changes or amendments to be mutually agreed to ensure proper retention incentives are in place for a period of two years.
The closing of the Proposed Transaction is subject to certain conditions,
including, among others: (a) the accuracy of representations and warranties of Bio Insights; (b) compliance with covenants; (c) the absence
of any material adverse effect; (d) receipt of all governmental and third-party consents; (e) completion of legal, financial, tax and
commercial due diligence to the Company’s satisfaction; (f) physical delivery of clinical samples to the Company’s designated
facility; and (g) receipt of a legal opinion from Bio Insights’ counsel. The Company is required to hold a shareholder meeting for
the purpose of voting upon the issuance of the securities contemplated by the Proposed Transaction prior to June 30, 2026, and to use
its reasonable best efforts to solicit proxies in favor of such approval.
Bio Insights shall have the right to nominate one independent Board
member for consideration by stockholders at the next regularly scheduled annual meeting of stockholders of Profusa. Such nominee shall
be required to be presented to stockholders unless he/she is approved by a majority of the members of the Nominating and Corporate Governance
Committee and a majority of the members of the Profusa Board of Directors. It is contemplated that such nominee would replace a Board
member whose term is expiring. Profusa shall not be required to enlarge the Board to accommodate the new nominee.
In connection therewith, Bio Insights is required to execute a Voting
Agreement in the form attached as an exhibit to the LOI (the “Voting Agreement”), pursuant to which Bio Insights agrees to
vote all shares of Common Stock beneficially owned by it in favor of stockholder proposals recommended by the board of directors of the
Company.
During the term of the LOI (the “Exclusivity Period”),
Bio Insights and its affiliates and representatives are prohibited from soliciting, initiating or encouraging any inquiry or proposal,
engaging in discussions or negotiations, or providing non-public information to any third party relating to any acquisition, sale of equity
or assets, or similar transaction. The LOI will terminate automatically upon the earlier of the execution of definitive documentation
or 5:00 p.m., Eastern time, on May 1, 2026, unless extended by mutual agreement. The parties have agreed to use good faith, commercially
reasonable efforts to negotiate and execute a definitive agreement within 30 days of the date of the LOI, subject to automatic extension
for an additional 30 days if the parties are actively negotiating in good faith.
The foregoing description of the LOI does not purport to be complete
and is qualified in its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
On April 6, 2026, the Company issued a press release announcing its
entry into the LOI. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit |
|
Description |
| 10.1 |
|
Amendment No. 4, dated as of April 2, 2026, to the Securities Purchase Agreement, dated as of February 11, 2025, and the Pledge Agreement, dated as of July 11, 2025 |
| 10.2 |
|
Senior Secured Convertible Promissory Note, dated April 2, 2026, issued to Ascent Partners Fund LLC |
| 99.1 |
|
Non-Binding Letter of Intent, dated March 31, 2026 (as amended and restated on April 3, 2026), by and between Profusa, Inc. and Bio Insights LLC |
| 99.2 |
|
Press Release |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| April 6, 2026 |
Profusa, Inc. |
| |
|
|
| |
By: |
/s/ Ben Hwang |
| |
Name: |
Ben Hwang |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
March 31, 2026 as revised on
April 4, 2026
Bio
Insights
Attention:
[***]
This
non-binding letter of intent (this “Letter of Intent”), which amends and restates the letter of intent entered into
on March 31, 2026, is further to our recent meetings and discussions regarding a proposed strategic transaction (the “Proposed
Transaction”) pursuant to which Profusa Inc. (“Profusa”) proposes to acquire the Bio Insights
LLC (the “Company”) PanOmics assets for $30 million.
The purpose of this Letter of Intent
is to set out certain indicative terms and conditions relevant to the Proposed Transaction. Certain indicative terms of the Proposed Transaction
are set out in the non-binding term sheet attached hereto as Schedule “A” (the “Term Sheet”).
1. Confidentiality
The Parties shall treat as confidential
the existence and terms of this Letter of Intent and the Proposed Transaction. All information provided to a Party or its Representatives
by the other Party or its Representatives in connection with the Proposed Transaction shall be kept in the strictest confidence and shall
not be disclosed to any third party or used for any purpose other than evaluating and consummating the Proposed Transaction, save as required
by applicable law or regulation (the “Confidential Information”).
For the purposes of this Letter of
Intent, “Representative” means, in the case of either Party, any of its affiliates and its or their respective directors,
officers, employees, agents, advisors, counsel, consultants or financing sources. Confidential Information shall not include information
which: (i) is or becomes generally available to the public other than through a breach of this Letter of Intent; (ii) was known by the
receiving Party prior to disclosure; (iii) was obtained from a third party lawfully and without restriction; or (iv) was independently
developed without use of the Confidential Information.
2. Binding Provisions; Governing Law
Except for the provisions of this
Letter of Intent relating to Confidentiality, Notices, Termination and Survival, Other, and this Binding Provisions; Governing Law section
(collectively, the “Binding Provisions”), no legally binding obligations whatsoever shall arise between the Parties
unless and until definitive documentation relating to the Proposed Transaction is negotiated, executed and delivered by the Parties.
This Letter of Intent is not intended
to constitute an offer or a commitment, but rather an expression of mutual interest in a possible transaction.
This Letter of Intent shall be governed
by and construed in accordance with the laws of Delaware, without regard to conflicts of laws principles.
3. Notices
Any notices or communications required
or permitted hereunder shall be in writing and shall be effective when delivered by hand (or in the case of e-mail, on the business day
immediately following transmission) as follows:
If to Profusa.:
Profusa Inc.
626 Bancroft Way Suite A
Berkeley, CA 94710
Email: ben.hwang@profusa.com
If to Bio Insights:
Bio Insights
4. Termination and Survival
This Letter of Intent shall automatically
terminate, without any action by the Parties hereto, upon the earlier of (a) execution of the definitive documentation with respect to
the Proposed Transaction, (b) 5:00 p.m., Eastern time on May 1, 2026, unless the Parties mutually agree to extend such date; provided,
however, that the Confidentiality provisions shall survive the termination of this Letter of Intent for two (2) years from the effective
date of this Letter of Intent.
5. Other
Each party shall: (i) ensure that its
Representatives who are aware of the Proposed Transaction are aware of the provisions of Confidentiality provisions of this Letter of
Intent; and (ii) direct such Representatives to comply with the terms of this Letter of Intent and any further non- disclosure/confidentiality
agreement entered into between the Parties with respect to the matters herein (the “Confidentiality Agreement”).
Neither Party will make any public
announcement or other disclosure in connection with the Proposed Transaction without the prior written consent of the other Party. The
foregoing does not restrict disclosure required to comply with legal or regulatory obligations of either Party, provided that the disclosing
Party gives the other Party as much notice as reasonably practicable in the context of any deadline imposed by applicable law or regulations.
No amendment
or modification of this Letter of Intent will be binding upon any Party without the prior written consent of the other Party.
[Signature Page Follows]
This Letter of
Intent may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute
one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed electronic copy of this Letter of Intent,
and such executed electronic copy shall be legally effective to create a valid and binding agreement between Parties.
| Kind regards, |
|
| |
|
| Profusa INC. |
|
| |
|
| By: |
/s/ Dr. Ben Hwang |
|
| Name: |
Dr. Ben Hwang |
|
| Title: |
Chief Executive Officer |
|
The undersigned hereby agrees to be bound by the foregoing.
Dated this 4th day of April, 2026
| Bio
Insights LLC |
|
| |
|
| By: |
[***] |
|
| Name: |
[***] |
|
| Title: |
[***] |
|
Signature Page – Letter of
Intent
SCHEDULE A
Term Sheet
for Proposed Transaction
Summary of Indicative Terms
This summary of indicative terms (“Term
Sheet”) outlines the principal terms of the Proposed Transaction. The structure of the Proposed Transaction shall be agreed
to by the Parties upon the receipt of corporate, tax, competition and regulatory advice. The terms below are indicative only and non-binding.
Terms not defined herein have the meaning given to them in the Letter of Intent.
| Key Items |
General Terms |
| Transaction |
Acquisition by Profusa of Bio Insights LLC PanOmics assay for $30 million for exclusive rights to know-how and development of Molecular Dx product, including, assay design files, access to clinical samples for clinical validation of the product and all task required for LDT launch under CLIA/CAP regulations. |
| Securities |
Shares to be issued:
460,000 shares (the “Shares”) at close (limited
to 19.99% of total shares outstanding)
Shares of a new series of preferred stock of Profusa (the
“Preferred Stock”), which shall be non-voting and convertible into 59,540,000 shares of Profusa’s common stock (the “Conversion
Shares”), with such conversion right exercisable one (1) year following the date of issuance of the Preferred Stock
The number of shares set forth above assumes a share price of $0.50.
The actual number of shares necessary to reflect the $30,000,000 purchase price will be calculated based the closing transaction price
reported by Nasdaq on the trading day preceding Closing.
The Shares and the Conversion Shares are hereafter referred
to in the aggregate as the “Closing Shares”.
Conversion Shares will have registration rights and will be subject
to a lockup agreement that will span seven (7) years and will have annual releases of one seventh of the Conversion Shares each year.
In addition, the lock-up agreement will have a carve out allowing the Company to sell such amount of Conversion Shares that may be necessary
to allow the Company to fund tax liability related to the transaction. |
| Consideration |
Total Consideration of USD $30,000,000 to be satisfied through the issuance of the Securities. |
|
Employment / Severance / Transition |
All existing employment and/or severance arrangements for Profusa’s CEO and CFO to be reviewed by BioInsights prior to signing the transaction documentation. The Parties will mutually agree to any changes or amendments to ensure the proper retention incentives are in place for a period of two years. |
| Equity Financing |
The Profusa will make best efforts to conclude a financing
contemporaneous with the Closing or within thirty days following the Closing pursuant to which the Profusa will raise $10,000,000 in
additional equity financing. |
| PanOmics Operating Cash |
Profusa shall allocate a minimum of 15% of the net proceeds
of the above equity financing and future financings, up to $2 million in aggregate for consulting work and reagent costs related to the
PanOmics assay’s analytical and clinical validation and capital equipment needs of the project. |
| Management Shares |
In connection with the closing of the Transaction, the Company shall issue to management 12% of the number of fully diluted shares immediately following the transaction and fundraising for the retention of CEO/CFO. The quantity of Management Shares will be reduced by the number of RSUs or Options, if any, issued to members of management after the date of this Letter of Intent and prior to announcement of the Transaction. |
| Royalty Payments |
Bio Insights to receive 3% of Net Revenue in royalty payments made annually after full year financial statements are audited. |
| Samples |
BioInsights will provide 2 cohorts of samples for CV studies:
Cohort 1, with [***] samples, will be available
to ship to Profusa’s chosen facility within 5 business days of the close of the transaction. In addition, BioInsights will
provide documentation from [***] confirming his consent to allow the use of these samples for a CV study within 5 days of the
close of the transaction.
Cohort 2, with [***] samples, will be provided to
Profusa after an MTA agreement is signed between [***] and BioInsights within 30 days of the close of the transaction. BioInsights
affirms that these samples are in possession of [***] at the present time.
Both parties agree that the 30-day deadline can be extended
by 2 additional weeks if needed. |
| Conditions to Closing (see draft purchase agreement) |
Conditions to Profusa’s Obligations. The obligation
of Profusa to consummate the transactions contemplated hereby is subject to the satisfaction (or waiver by Profusa in its sole discretion)
of each of the following conditions on or prior to the Closing Date: |
| |
(a) each of the
representations and warranties of the Company contained in the Asset Purchase Agreement (the “Agreement”) shall be true and
correct in all respects (without giving effect to any “materiality” or “Material Adverse Effect” qualification) as
of the date hereof and as of the Closing Date as though made on and as of the Closing Date;
(b) the Company
shall have performed and complied with, in all material respects, all covenants and agreements required to be performed or complied with
by the Company under the Agreement on or prior to the Closing Date;
(c) no
Material Adverse Effect shall have occurred since the date hereof;
(d) Profusa shall
have received all deliverables required under the Agreement;
(e) all governmental
and third-party consents and approvals required in connection with the consummation of the transactions contemplated hereby shall have
been obtained;
(f) no action, suit,
proceeding, or investigation shall be pending or threatened before any Governmental Authority that seeks to enjoin, prohibit, or otherwise
challenge the consummation of the transactions contemplated hereby;
(g) Profusa shall
have completed, to its satisfaction in its sole discretion, its legal, financial, tax, and commercial due diligence with respect to the
Purchased Assets, the Know-How, and the PanOmics Assay;
(h) the Samples
shall have been physically delivered to Profusa at Profusa’s designated facility in accordance with the Agreement; and
(i) Profusa shall
have received a legal opinion from the Company’s counsel, in form and substance reasonably satisfactory to Profusa. |
| Board Representation |
Bio Insights shall have the right to nominate one independent Board member for consideration by stockholders at the next regularly scheduled annual meeting of stockholders of Profusa. Such nominee shall be required to be presented to stockholders unless he/she is approved by a majority of the members of the Nominating and Corporate Governance Committee and a majority of the members of the Profusa Board of Directors. It is contemplated that such nominee would replace a Board member whose term is expiring. Profusa shall not be required to enlarge the Board to accommodate the new nominee. |
| Nasdaq Approval |
Profusa shall hold a meeting of its shareholders (the “Shareholder Meeting”) for the purpose of voting upon the issuance of the Closing Shares prior to June 30, 2026. Profusa shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the approval of the issuance of the Closing Shares at the Shareholder Meeting. |
| Registration Rights |
the Company shall agree to provide customary registration rights to Bio Insights Shareholders with respect to the resale registration of the Closing Shares, including demand rights, piggyback rights, expense reimbursement and indemnification provisions. |
| Due Diligence |
Completion is subject to satisfactory completion of customary legal, financial, tax and commercial due diligence from both Parties, including through the conduct of oral due diligence sessions, at which management of the Company, its auditors and legal counsel shall participate. |
| Definitive Documentation |
Completion is subject to execution of mutually satisfactory Agreement containing customary representations, warranties, covenants and conditions. |
| Term |
The parties agree to use their good faith, commercially reasonable efforts to negotiate and execute a mutually acceptable definitive agreement reflecting the terms set forth in this Letter within thirty (30) days from the date hereof (the “Execution Deadline”); provided that the Execution Deadline shall be automatically extended for an additional thirty (30) days if the parties are actively negotiating in good faith and Profusa is reasonably satisfied with the progress toward execution; each party shall devote adequate resources and cause its representatives to respond promptly to requests and drafts to meet the applicable deadline, and if a definitive agreement has not been executed by such date, Profusa may, in its sole discretion, terminate this Letter and any exclusivity obligations hereunder without liability, except for any provisions expressly stated to survive, and this provision shall be binding and enforceable notwithstanding any other provision of this Letter. |
| Exclusivity |
For the term of this Letter (the “Exclusivity Period”), the Company and its affiliates and representatives shall not, directly or indirectly, solicit, initiate, or encourage any inquiry or proposal, engage in or continue discussions or negotiations, or provide any non-public information to any third party relating to any acquisition, sale of equity or assets, or similar transaction; the Company shall immediately terminate any existing discussions or negotiations and promptly (within 24 hours) notify Profusa of any unsolicited inquiries or proposals, and the parties acknowledge that any breach would cause irreparable harm for which monetary damages would be inadequate, entitling Profusa to injunctive relief and reimbursement of reasonable out-of-pocket expenses, and this provision shall be binding and enforceable notwithstanding any other provision of this Letter. |
Exhibit 99.2
Profusa Expands into Multi-Billion Dollar Precision
Diagnostics Market with $30M Letter of Intent for a PanOmics Platform
Company secures scalable multi-omics diagnostics
platform and launches Mayo Clinic partnership adding to Lumee real-time biochemistry monitoring platform to advance pancreatic cancer
applications
BERKELEY, CA, April 06, 2026 (GLOBE NEWSWIRE) -- Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a commercial stage digital health company
pioneering the next generation of technology platform enabling the continuous monitoring of an individual’s biochemistry, today
announced a strategic expansion into molecular diagnostics through a Letter of Intent to acquire the PanOmics™ multi-omics diagnostics
platform from BioInsights LLC (“BioInsights”). The Company believes this acquisition, adding to its core real-time biochemistry
monitoring platform, will help to position Profusa at the intersection of biosensing, diagnostics, and precision medicine, establishing
a foundation for scalable multi-product diagnostics and monitoring franchise.
“This is a pivotal step in the evolution
of Profusa,” said Dr. Ben Hwang, Profusa Chairman and Chief Executive Officer. “The combination of the PanOmics platform and
our collaboration with Mayo Clinic positions us to build a differentiated, scalable presence in precision diagnostics and surgical monitoring.
The entry into pancreatic cancer is instrumental in our establishing a platform capable of supporting multiple indications and long-term
growth. With access to clinical samples, a clear validation pathway, and our
previously announced collaboration with the Mayo Clinic, one of the world’s leading medical institutions, we believe we are
uniquely positioned to accelerate development, drive clinical adoption, and unlock meaningful near-term high-growth commercial value.
Additionally, this transaction will add $30 million of shareholder equity to our balance sheet.”
Transaction Highlights
Under the terms of the Letter of Intent:
| ● | Profusa
would acquire exclusive rights to the PanOmics platform and related know-how |
| ● | Total
consideration of approximately $30 million, to be paid in equity securities |
| ● | BioInsights
to provide access to a specified number of samples for validation |
| ● | BioInsights
to receive a 3% royalty on net revenue |
| ● | Profusa
intends to pursue additional financing to support development and scale |
| ● | BioInsights
will have the right to nominate one independent Board member for consideration by stockholders to replace an outgoing Board member |
The proposed transaction remains subject to completion
of due diligence, shareholder approval, and customary closing conditions. For additional information regarding the Letter of Intent, please
refer to our Current Report on Form 8-K filed today.
Accelerated Pathway from Platform to Commercialization
As part of the proposed BioInsights transaction,
Profusa would gain exclusive access to clinically annotated samples for validation, and established assay design and infrastructure,
which it believes would create a defined pathway to rapidly validated lab developed test (LDT) commercialization. These assets are expected
to enable a capital-efficient and accelerated path from development to revenue generation.
The integration of the PanOmics platform with
Profusa’s biosensing technologies then creates a unique opportunity to develop:
| ● | Multi-indication diagnostic assays |
| ● | Real-time physiological monitoring solutions
|
| ● | Data-driven clinical decision tools |
Profusa believes this combined approach can support
expansion into multiple high-growth markets and establish a scalable, recurring-revenue diagnostics and monitoring platform. This
platform will be integrated into the Company’s previously
announced, emerging vertical to address issues associated with pancreatic cancer. The Company is collaborating to leverage its Lumee®
oxygen platform to address critical intraoperative and postoperative monitoring challenges in complex pancreatic procedures. Pancreatic
cancer remains one of the most challenging surgical oncology areas, with more than 13,000 resections performed annually in the United
States, representing an estimated $26 million annual revenue opportunity.
About Profusa
Based in Berkeley, CA, Profusa is a commercial
stage digital health company led by visionary scientific founders, an experienced management team and a world-class board of
directors in the development of 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. “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.
For more information, visit https://profusa.com.
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. 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 the Company’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, and risks relating to the Company’s withdrawal of the Registration Statement
and conducting a smaller offering of its securities. These forward-looking statements are based upon estimates and assumptions that, while
considered reasonable by Profusa and its management, are inherently uncertain. Profusa cautions you that these statements are based on
a combination of facts and factors currently known and projections of the future, which are inherently uncertain. There are risks and
uncertainties described more fully in the Company’s public filings made by Profusa from time to time with the SEC. 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.
Contacts
Investor and Media Contacts
email: info@coreir.com
phone: 1 (212) 655-0924
