Profusa, Inc.

Profusa, Inc. announced the signing of an Option Agreement to acquire G3 Vision Labs, Inc. and its subsidiaries, which include Med Screen Laboratories, Dominion Diagnostics, and Acutis Diagnostics. G3's estimated 2025 net revenues are approximately $111 million. The option's exercise is subject to several conditions, including Profusa securing at least $30 million in financing and G3's indebtedness being refinanced or satisfied. As consideration for the option, Profusa issued 201,120 common shares and 52,903.566 shares of a new series of non-voting convertible preferred stock to G3 stockholders.

Profusa, Inc. entered into an Option Agreement to acquire G3 Vision Labs Inc. and its subsidiaries, Med Screen Laboratories Inc., Dominion Diagnostics LLC, and Acutis Diagnostics Inc. The agreement grants Profusa the right, but not the obligation, to acquire 100% of G3's equity securities. The exercise of this option is subject to several conditions, including Profusa securing at least $30 million in financing and obtaining stockholder approvals. As consideration for the option, Profusa issued common stock and Series A Non-Voting Convertible Preferred Stock to G3's sellers. G3's 2025 net revenues are estimated at $111 million.

Profusa, Inc. announced the signing of a non-binding term sheet to acquire a privately held, commercial-stage health diagnostics and toxicology testing company. This acquisition is expected to create a public diagnostics company with national CLIA-certified laboratories and estimated 2025 net revenues of $111 million for the Dx Company. In anticipation of this transaction, Jack Stover was appointed Executive Chairman and CEO, while former CEO Ben Hwang transitioned to President and resigned from the board. Liviu Goldenberg was also appointed as an independent director.

Profusa, Inc. announced it has signed a non-binding term sheet to acquire a privately held, commercial-stage health diagnostics and toxicology testing company. The combined entity is expected to operate as a public diagnostics company with estimated 2025 net revenues of $111 million for the Dx Company. Concurrently, Profusa announced significant management changes, appointing Jack Stover as Executive Chairman and CEO, and transitioning Ben Hwang to President. The company also anticipates closing on approximately $7 million in convertible note financing.

Profusa, Inc. announced a 1-for-25 reverse stock split of its common stock, effective July 7, 2026, at 12:01 a.m. ET. This action, approved by stockholders on June 23, 2026, and finalized by the CEO, will consolidate every twenty-five shares into one. As a result, outstanding shares will reduce from approximately 13.2 million to 530 thousand, while authorized shares remain at 601 million. The company's common stock will trade on Nasdaq on a post-split basis under the existing ticker PFSA with a new CUSIP, and cash will be paid for any fractional shares.

Profusa, Inc. announced a one-for-twenty-five (1:25) reverse stock split of its common stock, effective July 7, 2026. The company's shares will begin trading on a post-split basis on The Nasdaq Global Market under the existing ticker symbol "PFSA" but with a new CUSIP number. This action will reduce the number of outstanding shares from approximately 13.2 million to about 530 thousand, with no change to the nominal par value per share.

Profusa, Inc. shareholders approved all proposals at the 2026 Annual Meeting, including the authorization for the planned acquisition of the PanOmics™ multi-omics diagnostics platform. They also approved debt conversion matters to strengthen the balance sheet and authorized a reverse stock split to maintain Nasdaq listing compliance. These approvals provide Profusa with important tools to advance strategic initiatives, strengthen its capital structure, and position the company for future growth.

Profusa, Inc. announced the submission of its response package to GMED, its European Notified Body, for the Lumee® Oxygen Platform's MDR conformity assessment. This action follows successful Stage 1 and Stage 2 assessments and is a crucial step towards obtaining CE Mark certification, enabling commercialization in Europe. The submission included updates to technical documentation, quality system evidence, clinical evaluation, and validation information. While CEO Ben Hwang highlighted this as a significant milestone, the company noted that the timing and outcome of GMED's review remain uncertain.

Profusa, Inc. has submitted an Advance Notice to Ascent Partners Fund LLC to draw on its equity line of credit. For notices issued between June 8 and July 15, 2026, the company agreed to modified terms, including a purchase cap of 9.99% of outstanding shares (up to $200,000 per notice) and immediate funding upon share delivery. A price adjustment mechanism, or "True-Up Mechanism," was also included, which could result in the issuance of additional shares to Ascent.

Profusa, Inc. will hold its Annual Meeting on June 23, 2026, to vote on several significant corporate actions. Key proposals include approving a reverse stock split (1-for-5 to 1-for-200) to regain Nasdaq listing compliance and authorizing the issuance of convertible preferred stock to Bio Insights LLC for the acquisition of PanOmics Assay assets. Stockholders will also consider approving the potential issuance of common stock upon conversion of a promissory note, amending the 2025 Equity and Incentive Plan to increase available shares, and electing a Class I director. The Board of Directors recommends voting "FOR" all proposals.