Profusa, Inc. Signs Option Agreement for Potential Acquisition of G3 Vision Labs and Subsidiaries
Key Highlights of the Announcement
- Profusa, Inc. (Nasdaq: PFSA) has entered into an Option Agreement to potentially acquire G3 Vision Labs, Inc. and its subsidiaries: Med Screen Laboratories Inc., Dominion Diagnostics LLC, and Acutis Diagnostics Inc.
- G3 Vision Labs reported estimated net revenues of approximately \$111 million in 2025 (unaudited management information).
- The agreement allows Profusa the right, but not the obligation, to acquire G3, subject to satisfaction of several significant conditions.
- If the option is exercised, the combined entity would operate as a public diagnostics company with a national footprint, including CLIA-certified laboratories and a recurring revenue base focused on addiction treatment, pain management, and behavioral health providers.
Details of the Option Agreement
- The option is exercisable at any time prior to the delivery of specified financial information by G3 and for 90 days thereafter, provided certain conditions are met.
- Key conditions for exercising the option include:
- Profusa must secure or have binding commitments for at least \$30 million in aggregate gross financing.
- G3’s outstanding indebtedness must be refinanced, repaid, or otherwise satisfied, or the lenders must consent to the exercise of the option.
- Profusa’s Certificate of Designation for Series A Non-Voting Convertible Preferred Stock must be in effect.
- Approval from Nasdaq and Profusa stockholders for the conversion of the Preferred Stock into common stock and all transactions contemplated by the Agreement.
- No suspension or delisting of Profusa’s stock from Nasdaq.
- All guarantees and obligations by sellers regarding G3’s indebtedness must be terminated and released.
- As consideration for the option, Profusa has issued to G3 stockholders:
- 201,120 shares of Profusa common stock
- 52,903.566 shares of newly-designated non-voting convertible preferred stock (the “Preferred Stock”). Each share of Preferred Stock is convertible into 1,000 shares of Profusa common stock, subject to stockholder approval.
- If Profusa exercises the option, an additional 53,918.113 shares of Preferred Stock will be issued to G3 stockholders.
- If the option is not exercised and the conditions are not met, G3 stockholders retain the consideration already received.
- Entry into this Agreement and the related transactions will not constitute a change of control of Profusa.
Professional Advisors Involved
- Tungsten Advisors served as the financial advisor to Profusa.
- Katten Muchin Rosenman LLP acted as legal counsel to Profusa.
- K&L Gates LLP served as legal counsel to G3 Vision Labs.
About the Companies
- Profusa, Inc. is a digital health company specializing in tissue-integrated sensors for continuous, actionable, medical-grade data for personal and clinical use. Their technology platform aims to provide personalized biochemical signatures for better clinical decision-making.
- G3 Vision Labs and its subsidiaries offer laboratory testing, clinical insight, and reporting tools, with a focus on molecular diagnostics for infectious disease and clinical toxicology for providers in addiction, pain management, and behavioral health across the U.S.
Shareholder-Relevant and Potentially Price-Sensitive Information
- Significant potential dilution risk: The issuance of a substantial amount of convertible preferred stock (with each share convertible to 1,000 shares of common stock) could result in significant dilution for current shareholders, pending stockholder approval.
- Conditional nature of the deal: The acquisition is not guaranteed and is subject to multiple conditions, including a \$30 million financing, stockholder and Nasdaq approval, and the refinancing of G3’s debt. Failure to meet these could mean the transaction does not proceed, but G3 stockholders retain the initial consideration.
- Not a change of control event: The current transaction does not constitute a change of control of Profusa, which may be relevant for certain investor strategies or covenants.
- Growth and diversification opportunity: If completed, the transaction would meaningfully expand Profusa’s business into diagnostics and recurring revenue streams from a national network of laboratories, serving high-need clinical areas.
- Forward-looking risks: The announcement includes substantial forward-looking statements, with risks related to integration, market demand, financing, regulatory approvals, and shareholder dilution.
Regulatory and Reporting Considerations
- The securities offered in this transaction have not been registered under the Securities Act of 1933 and are exempt from registration.
- Additional details are expected in Profusa’s upcoming filings with the SEC, including a Current Report on Form 8-K.
Investor Contact
For further information, investors and the media can contact: [email protected] or call 212-655-0924.
Disclaimer: This article contains forward-looking statements that are subject to risks and uncertainties, which may cause actual results to differ materially from those expressed or implied herein. Investors are urged to consult Profusa’s filings with the SEC, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and any subsequent updates. This article is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities.
