Profusa, Inc. Announces Major Leadership Overhaul and Strategic Acquisition Plans

BERKELEY, Calif., July 27, 2026 – Profusa, Inc. (Nasdaq: PFSA), a leader in digital health biosensing technologies, today announced significant management changes and the signing of a non-binding term sheet for the acquisition of a commercial-stage diagnostics company (“Dx Company”). These developments mark a pivotal moment for the company and may have a meaningful impact on its future trajectory and share value.

Key Highlights

• Non-Binding Term Sheet for Acquisition: Profusa has entered into a non-binding term sheet to acquire a privately held, commercial-stage diagnostics and toxicology testing company. The targeted company operates nationally with CLIA-certified labs, serving addiction treatment, pain management, and behavioral health providers.
• Revenue Impact: The Dx Company’s unaudited 2025 net revenues are estimated at approximately \$111 million, indicating a significant addition to Profusa’s revenue base upon completion of the transaction.
• Leadership Changes:
  • Jack Stover, previously a director, has been appointed Executive Chairman and CEO of Profusa.
  • Ben Hwang, PhD, the former CEO, Chairman, and Director, has transitioned to the role of President.
  • Liviu Goldenberg joins as an independent director, bringing 30+ years of global leadership experience in operations, technology, and governance. He will also advise on capital raises and strategic partnerships.
• Deal Structure:
  • Upon execution of a definitive acquisition agreement, Profusa will issue to Dx Company stockholders:
    • Profusa common stock equal to 19.99% of the then-issued and outstanding shares.
    • The remainder of consideration in non-voting convertible preferred stock, convertible to common stock upon shareholder approval.
    • Profusa’s outstanding convertible notes and obligations to be exchanged for preferred stock.
  • Financing: Profusa expects to close approximately \$7 million in new financing (subordinated to existing bank debt) via a convertible note, with key terms as follows:
    • 12-month term
    • 9% original issue discount (OID)
    • 7% annual interest rate (18% if in default)
    • Financing may be provided by existing investors
• Strategic Rationale:
  • The combined entity is expected to operate as a public diagnostics company with a diversified, recurring revenue base and expanded clinical offerings.
  • The acquisition aligns with Profusa’s strategy of leveraging its biosensing platform to serve broader healthcare markets.
• Forward-Looking Statements and Risks: The company notes the deal is subject to the negotiation and execution of definitive agreements, due diligence, financing, and shareholder approvals. There are risks related to integration, customer demand, regulatory compliance, and the ultimate completion of the transaction.

About Profusa

Profusa specializes in developing next-generation, tissue-integrated biosensors and intelligent data platforms for continuous, medical-grade health monitoring. Its mission is to deliver real-time, actionable biochemical data to clinicians and individuals, enabling personalized healthcare solutions. Profusa’s key trademarks include “LUMEE” and “PROFUSA,” registered in several major global markets.

About the Dx Company

The Dx Company operates CLIA-certified and CAP/CLIA-accredited national laboratories, providing molecular diagnostic tests for infectious diseases, as well as urine and blood toxicology testing. Its client base primarily serves addiction treatment, pain management, and behavioral health providers nationwide.

Investor Takeaways

• Significant Revenue Addition: If completed, the acquisition could nearly double Profusa’s revenue base and diversify its income streams.
• Leadership Overhaul: The new executive team and board composition reflect a strategic shift, potentially improving operational execution and governance.
• Potential Share Dilution: Issuance of up to 19.99% of current shares to Dx Company shareholders, plus additional preferred stock, may dilute existing shareholders if and when preferred shares convert.
• Financing Impact: The new \$7 million convertible note financing will add leverage and may affect the company’s capital structure and future earnings.
• Deal Not Yet Final: The acquisition remains subject to due diligence, definitive agreement, financing, and shareholder approval, so there is execution risk.
• Price Sensitivity: News of the potential acquisition, revenue impact, and management overhaul is likely to be material for investors and could result in significant share price movement as the market digests the implications and as milestones are achieved or missed.

Contact Information

For further inquiries, investors and media can contact:
[email protected]
Tel: 212-655-0924

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should perform their own due diligence and consult professional advisors before making investment decisions. The information herein is based on publicly available data and statements which are subject to risks, uncertainties, and change. Actual outcomes may differ materially from those expressed or implied in forward-looking statements.

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