Business Context and Reporting Period
Profusa, Inc. (PFSA), a Delaware corporation and emerging growth company, filed this Form 8-K on April 21, 2026. The filing reports the entry into a Material Definitive Agreement with Bio Insights LLC to acquire assets related to the PanOmics Assay, an integrated NGS multi-omics analysis platform for drug discovery and precision medicine.
Key Financial Metrics and Transaction Terms
- Purchase Price: $30,000,000 aggregate consideration.
- Payment Structure: Issuance of a newly created Series A Convertible Preferred Stock (non-voting).
- Conversion Terms: Convertible into common stock one year post-issuance; share count based on the closing trading price the day preceding the Closing Date.
- Lock-Up Period: Five-year lock-up on the Preferred Stock and conversion shares, with 25% released annually starting on the first anniversary.
- Future Royalties: Seller entitled to 3% of net revenue from the commercialization of the PanOmics Assay, payable quarterly.
- Planned Financing: Company intends to raise $10,000,000 in additional equity financing contemporaneous with or within 30 days of Closing.
- Liabilities: Company will not assume any liabilities of the Seller.
Note: This filing does not provide current revenue, profit, cash flow, or debt metrics for Profusa, Inc. as it is a Current Report regarding a specific transaction rather than a periodic financial report.
Material Changes and Transaction Details
The primary material change is the acquisition of proprietary methodologies, data, algorithms, software, and databases related to the PanOmics Assay. The transaction explicitly excludes Patent Rights and biological samples, though the Company receives an exclusive Sample Access License for clinical validation. The Seller is bound by non-competition and non-solicitation covenants for five years and must provide transition assistance for 24 months post-closing.
Guidance, Outlook, and Risks
- Stockholder Approval: The issuance of securities is subject to Nasdaq Listing Rules and requires stockholder approval. A stockholder meeting must be held on or before June 30, 2026.
- Closing Conditions: The transaction is subject to customary closing conditions and may be terminated if not closed by September 30, 2026.
- Voting Agreement: Seller agreed to vote its shares in accordance with the Board's recommendation.
- Risks: Risks include failure to consummate the transaction, delays in filing the Proxy Statement, failure to obtain stockholder approval, inability to integrate or commercialize the assets, and general market conditions.
Investor Verification Checklist
- Verify the final number of conversion shares once the Closing Date and preceding trading price are established.
- Confirm the outcome of the stockholder vote at the Annual Meeting (required by June 30, 2026).
- Monitor the execution of the planned $10,000,000 equity financing.
- Review the definitive Proxy Statement for details on the Board's recommendation and potential conflicts of interest.
- Assess the commercial viability and integration timeline of the PanOmics Assay assets.