Business Context and Reporting Period
Company: Profusa, Inc. (PFSA)
Filing Type: Form 8-K (Current Report)
Date of Report: July 31, 2026
Primary Event: Entry into a Material Definitive Agreement (Option Agreement) to potentially acquire G3 Vision Labs Inc. and its subsidiaries (Med Screen Laboratories Inc., Dominion Diagnostics LLC, and Acutis Diagnostics Inc.).
Key Financial Metrics and Transaction Terms
Transaction Consideration Issued:
- Common Stock: 201,120 shares issued to Sellers as Option Grant Consideration.
- Series A Preferred Stock: 52,903.566 shares issued to Sellers as Option Grant Consideration.
- Additional Consideration: If the Call Option is exercised, Sellers receive an additional 53,918.113 shares of Series A Preferred Stock.
Stock Characteristics:
- Conversion Ratio: Each share of Series A Preferred Stock converts into 1,000 shares of Common Stock (subject to stockholder approval).
- Voting Rights: Series A Preferred Stock is non-voting, except for specific protective provisions regarding fundamental transactions or amendments affecting their rights.
Financial Conditions for Exercise:
- Financing Requirement: Profusa must consummate or receive binding commitments for financings resulting in aggregate gross proceeds of at least $30 million.
- Debt Requirement: Certain indebtedness of G3 must be refinanced, repaid, or satisfied, or existing lenders must consent.
Liquidity and Listing Status:
- The Company believes the issuance of stock provides at least $2.5 million in stockholders' equity, meeting the alternative standard for continued listing on The Nasdaq Capital Market (Rule 5550(b)(1)).
- Formal confirmation from Nasdaq is pending.
Material Changes and Conditions
Acquisition Structure: The Company has secured a Call Option to acquire 100% of the equity in G3 Vision Labs Inc. (and indirectly its subsidiaries). The option expires 90 days after the Target Companies provide audited/reviewed financial information.
Stockholder Approvals Required: The Company must hold a stockholders' meeting to approve:
- Conversion of Series A Preferred Stock into Common Stock.
- The transactions contemplated by the Option Agreement (Nasdaq Proposal).
- An Amended and Restated Equity Incentive Plan (up to 15% of fully diluted shares).
- Potential reverse stock split.
Registration Obligations: Upon closing, Profusa must file a Registration Statement (Form S-3 or equivalent) to register the resale of the Common Stock issued and the shares underlying the Series A Preferred Stock.
Outlook, Risks, and Contingencies
Contingencies:
- The acquisition is not guaranteed; it is subject to the satisfaction of financing, debt, and regulatory conditions.
- If the Call Option is not exercised or conditions are not met, Sellers retain the Option Grant Consideration (Common and Preferred Stock).
- Redemption Right: If stockholder approval for conversion is not obtained within 18 months of closing, Sellers may elect to have the Series A Preferred Stock redeemed for cash at fair market value.
Risks:
- Delisting Risk: The Company is awaiting formal confirmation from Nasdaq regarding its compliance with listing standards.
- Dilution: Conversion of Series A Preferred Stock could result in significant dilution (1,000:1 ratio), subject to beneficial ownership limitations (4.9% to 19.9%).
- Forward-Looking Statements: Actual results regarding the combined company's pipeline and the consummation of the transaction may differ materially from expectations.
Investor Verification Checklist
- Financing Status: Verify if Profusa has secured the required $30 million in financing to exercise the Call Option.
- Nasdaq Compliance: Confirm receipt of formal confirmation from Nasdaq regarding the Company's continued listing status.
- Stockholder Meeting: Monitor the date and outcome of the stockholders' meeting required to approve the Preferred Stock Conversion Proposal and the acquisition.
- Debt Resolution: Confirm the status of G3's indebtedness and whether lenders have consented to the transaction.
- Option Expiration: Track the 90-day window for the Call Option expiration following the delivery of audited financial information.