Profusa, Inc. Enters Option to Acquire G3 Vision Labs; Issues Stock

What Happened
Profusa, Inc. (PFSA) announced on July 31, 2026 that it entered into an Option Agreement to acquire 100% of the equity of G3 Vision Labs, Inc. (G3) — which owns Med Screen Laboratories, Dominion Diagnostics and Acutis Diagnostics — subject to a number of conditions. As consideration for signing the Option Agreement, Profusa issued 201,120 shares of common stock and 52,903.566 shares of a newly designated Series A Non‑Voting Convertible Preferred Stock to the sellers. Profusa also filed a Certificate of Designation for the Series A Preferred and issued a press release about the transaction.

Key Details

• Option Agreement date: July 31, 2026. If exercised, G3 and its subsidiaries would become direct or indirect Profusa subsidiaries.
• Consideration issued at signing: 201,120 shares of common stock and 52,903.566 shares of Series A Non‑Voting Convertible Preferred Stock. If the option is exercised, sellers get an additional 53,918.113 shares of Series A Preferred.
• Conversion and approval: Each Series A Preferred share is convertible into 1,000 common shares, subject to stockholder approval (Preferred Stock Conversion Proposal). If conversion approval is not obtained within 18 months after closing, sellers may require Profusa to redeem the Series A Preferred for cash at the fair market value of the underlying common shares.
• Exercise conditions include, among others: (i) Profusa (or G3) securing or receiving commitments for at least $30 million aggregate gross financing; (ii) refinancing or satisfaction of certain G3 indebtedness (or lender consent); (iii) the Certificate of Designation being in effect; (iv) approval of the Preferred Stock Conversion Proposal and a Nasdaq Proposal by requisite common-stock holders; (v) no Nasdaq suspension/delisting proceedings; and (vi) release of any seller guarantees on Target Company debt. The call option expires 90 days after the Target Companies provide certain audited/reviewed financials.

Why It Matters
This agreement gives Profusa a defined path to acquire G3 and its diagnostic businesses, but the acquisition is conditional on multiple financing, approval and debt‑cleanup steps — it is an option, not a completed merger. The issuance of common and Series A preferred stock also affects share count and potential future dilution if the preferred converts into common shares (1,000:1 conversion ratio subject to shareholder approval). Finally, Profusa states that, because of the issued stock, it believes it meets the $2.5 million stockholders’ equity alternative standard under Nasdaq Listing Rule 5550(b)(1) for continued listing, and it is awaiting formal Nasdaq confirmation.