DealsMay 26, 2026, 11:11 AM
Profusa Amends Asset Purchase Deal, Scraps 12% Management Shares
AI Summary
Profusa Inc. and Bio Insights LLC have executed a First Amendment to their Asset Purchase Agreement, originally dated April 21, 2026. The amendment primarily removes Section 4.6, which had stipulated the issuance of an aggregate 12% of Profusa's fully diluted common stock to its Chief Executive Officer and Chief Financial Officer for retention purposes. The original agreement, valued at $30,000,000, involves Profusa acquiring substantially all of Bio Insights' know-how assets related to its PanOmics Assay platform, to be paid in Series A Convertible Preferred Stock.
Key Highlights
- Profusa Inc. and Bio Insights LLC entered a First Amendment to their Asset Purchase Agreement on May 22, 2026.
- The original agreement involved Profusa acquiring Bio Insights' PanOmics Assay know-how assets for $30,000,000.
- The purchase price is to be satisfied by issuing Series A Convertible Preferred Stock to Bio Insights.
- The amendment deletes Section 4.6, which previously provided for issuing 12% of fully diluted common stock to Profusa's CEO and CFO for retention.
- All references to these 'Management Shares' have been removed from the Asset Purchase Agreement.
- A conforming amendment was made to Section 3.3(c) to remove the Compensation Committee's approval for Section 4.6 actions.
Price Impact
More from PFSA