Profusa, Inc. Announces Non-Binding Letter of Intent to Acquire Bio Insights LLC PanOmics Assets for \$30 Million

Key Points of the Proposed Transaction

• Profusa, Inc. (Profusa) proposes to acquire the PanOmics assets of Bio Insights LLC for \$30 million.
• The assets include exclusive rights to know-how and development of a Molecular Dx product, assay design files, access to clinical samples for clinical validation, and tasks required for LDT launch under CLIA/CAP regulations.
• Transaction consideration: Entire \$30 million to be satisfied through issuance of Profusa securities.
• Share Structure:
  • 460,000 shares of a new series of non-voting preferred stock at closing (limited to 19.99% of total shares outstanding).
  • Preferred stock convertible into 59,540,000 shares of Profusa’s common stock one year after issuance.
  • The share amount assumes a share price of \$0.50; actual number to be based on Nasdaq closing price prior to transaction closing.
  • Shares subject to a seven-year lockup, with annual release of one-seventh of conversion shares. Carve-out for sales to cover tax liability.
• Management Retention: At closing, Profusa will issue management 12% of fully diluted shares immediately post-transaction and fundraising, for retention of CEO/CFO. Adjustments for RSUs/Options issued after this LOI and prior to transaction announcement.
• Equity Financing: Profusa will use best efforts to raise an additional \$10 million in equity within 30 days of closing, with at least 15% (up to \$2 million) allocated to PanOmics assay validation and capital equipment.
• Royalty Payments: Bio Insights to receive 3% of net revenue in annual royalty payments, post-audit of full-year financial statements.
• Sample Provision: Bio Insights to provide two cohorts of clinical samples for CV studies, with shipment and documentation timelines specified.
• Board Representation: Bio Insights has the right to nominate one independent board member for Profusa’s board at the next annual shareholder meeting, subject to approval by Board committees and directors.
• Nasdaq Approval: Profusa must hold a shareholder meeting before June 30, 2026, to approve issuance of closing shares.
• Registration Rights: Customary registration rights granted to Bio Insights shareholders, including demand/piggyback rights and expense reimbursement.
• Exclusivity: Bio Insights and affiliates agree not to solicit or negotiate other acquisition/sale proposals during the exclusivity period. Profusa entitled to injunctive relief and expense reimbursement for breaches.
• Due Diligence and Closing Conditions: Completion subject to customary legal, financial, tax, and commercial due diligence, delivery of samples, legal opinion, and regulatory/governmental approvals.
• Termination: The LOI automatically terminates if definitive documentation is not executed by May 1, 2026, unless extended. Confidentiality provisions survive for two years.
• Governing Law: Delaware law governs the LOI.

Important Shareholder Information & Price-Sensitive Elements

• Potential Dilution: The issuance of up to 59,540,000 conversion shares (plus 460,000 preferred shares) represents significant dilution, given the lockup and annual release structure. This is price-sensitive and could impact share value.
• Management Retention: The issuance of 12% of fully diluted shares for CEO/CFO retention is a material event for governance and future leadership stability.
• Equity Financing: Profusa’s plan to raise \$10 million in fresh equity could affect share price and capital structure, especially as part of the proceeds are earmarked for PanOmics development.
• Royalty Payments: Ongoing 3% net revenue royalty to Bio Insights could impact Profusa’s future net profits and investor returns.
• Board Changes: The right for Bio Insights to nominate an independent director represents a major governance change and could affect strategic direction.
• Shareholder Meeting Requirement: Approval for share issuance must be granted by shareholders at a meeting before June 30, 2026, introducing uncertainty and potential volatility.
• Exclusivity & No-Shop Clause: Bio Insights cannot solicit other offers, ensuring Profusa’s bargaining position and deal certainty, but also meaning the deal is not yet definitive.
• Due Diligence & Conditions: Numerous closing conditions (sample delivery, legal opinions, approvals) could delay or derail the transaction.

Detailed Transaction Timeline and Execution Risks

• The parties aim to execute definitive agreements within 30 days from April 4, 2026, with a possible 30-day extension if negotiations are active.
• If no agreement is signed by the deadline, Profusa may terminate the LOI and any exclusivity obligations.
• Confidentiality is critical; public announcements require mutual consent unless mandated by law.

Investor Impact & Outlook

This proposed acquisition is a transformative event for Profusa, potentially expanding its molecular diagnostics portfolio with PanOmics assets and providing access to valuable clinical samples for product validation. The significant share issuance and lock-up arrangements, coupled with planned equity fundraising, will reshape Profusa’s capital structure and could materially impact share price and investor returns. The royalty agreement and board representation rights granted to Bio Insights are also notable for future governance and profitability.

However, as this is a non-binding letter of intent, the deal remains subject to numerous conditions, and there is no guarantee of completion. Investors should monitor upcoming shareholder meetings, equity financing developments, and management retention arrangements closely, as these are all price-sensitive and could trigger volatility.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. The proposed transaction described herein is subject to change, and no guarantee is made regarding completion or final terms. Investors should consult their financial advisors prior to making any investment decisions based on this news.

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