Profusa Signs Option Agreement To Acquire G3 Vision Labs And Build Public Diagnostics Business With $111 Million Revenue Base

Profusa, Inc., a digital health company focused on next-generation biosensing technologies, has signed an Option Agreement that gives it the right—but not the obligation—to acquire G3 Vision Labs, Inc. and its subsidiaries, including Med Screen Laboratories Inc., Dominion Diagnostics LLC, and Acutis Diagnostics Inc. The agreement formalizes the arrangement previously announced by the companies and marks a significant step toward expanding Profusa's presence in the diagnostics market.

Under the proposed transaction, G3's diagnostics business is expected to strengthen Profusa's commercial footprint. Based on unaudited management estimates, G3 is projected to generate approximately $111 million in net revenue during 2025. If the acquisition is completed, the combined company is expected to operate as a publicly listed diagnostics company with a nationwide network of CLIA-certified laboratories, generating recurring revenue from healthcare providers specializing in addiction treatment, pain management, and behavioral health.

Profusa Executive Chairman and Chief Executive Officer Jack Stover said the agreement represents an important opportunity for the company to acquire G3's growing regional diagnostics business, provided all required conditions are met. He noted that the transaction aligns with Profusa's strategy of expanding its capabilities and creating long-term value through a stronger diagnostics platform.

The option can be exercised at any time before G3 delivers certain required financial information and for 90 days afterward. However, the transaction remains subject to several conditions, including Profusa securing or receiving binding commitments for at least $30 million in financing, refinancing or settling specific G3 debt obligations, implementing its Series A Non-Voting Convertible Preferred Stock designation, obtaining the necessary shareholder approvals under Nasdaq rules, maintaining its Nasdaq listing, and ensuring the release of specified guarantor obligations related to G3's debt.

As consideration for granting the option, Profusa has issued 201,120 shares of its common stock and 52,903.566 shares of a newly created series of non-voting convertible preferred stock to G3 shareholders. If the company exercises the option and completes the acquisition, G3 shareholders will receive an additional 53,918.113 shares of the preferred stock. Each preferred share can be converted into 1,000 shares of Profusa common stock once shareholder approval is obtained under Nasdaq listing requirements. If the required conditions are not met and the option is not exercised, G3 shareholders will retain the shares already issued. Profusa also clarified that entering into the agreement does not constitute a change of control.

Tungsten Advisors acted as financial advisor to Profusa, while Katten Muchin Rosenman LLP served as its legal counsel. K&L Gates LLP represented G3 Vision Labs in the transaction. Profusa said additional details regarding the agreement, the consideration issued, and the preferred stock will be included in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (SEC). The company also noted that the securities issued under the agreement were offered through a private transaction exempt from registration requirements under the Securities Act of 1933 and that the announcement does not constitute an offer to sell or solicit the purchase of any securities.