TLDR
- Profusa stock drops after hours as the G3 acquisition faces key conditions.
- The G3 deal requires at least $30 million in secured financing before completion.
- G3’s unaudited 2025 revenue estimate of $111 million supports the deal value.
- Shareholder approval is needed to convert preferred stock into common shares.
- Profusa must retain its Nasdaq listing and resolve G3 debt before the closing.
Profusa shares closed unchanged at $1.06 in regular trading before dropping 3.77% to $1.02 during after-hours trading. The decline followed a formal option agreement covering Profusa’s proposed acquisition of G3 Vision Labs and three subsidiaries. The transaction now depends on financing, debt restructuring, shareholder approval, and continued Nasdaq listing compliance for the proposed transaction.
Profusa, Inc. Common Stock, PFSA
Profusa Sets Terms for G3 Acquisition
Profusa secured the right to acquire G3 Vision Labs, Med Screen Laboratories, Dominion Diagnostics, and Acutis Diagnostics under the agreement. The option remains open until G3 provides required financial records, followed by an additional 90-day exercise period under agreed terms. G3 estimated 2025 net revenue at about $111 million using unaudited management information for the diagnostics group and subsidiaries.
The proposed combination would create a public diagnostics company operating national laboratories certified under federal CLIA standards across several markets. These laboratories serve addiction treatment, pain management, behavioral health, and other provider networks across regional markets and related clinical services. Profusa expects the business to generate recurring revenue through a broad base of healthcare providers and nationwide diagnostic testing services.
Profusa must complete several conditions before it can exercise the acquisition option under the signed agreement and related documents. The company must raise at least $30 million through completed financings or binding funding commitments for Profusa or G3 combined. G3 must also refinance, repay, settle, or secure lender consent covering specified outstanding debt obligations before Profusa completes the transaction.
Financing and Approvals Control the Deal
Profusa must keep its preferred stock designation effective and secure shareholder approval under Nasdaq listing rules before exercising the option. Shareholders must approve preferred share conversions and related transaction terms during a properly convened company meeting before any conversion occurs. Profusa must also preserve its Nasdaq listing and avoid suspension, removal, threatened delisting, or related proceedings before closing.
Profusa paid G3 stockholders 201,120 common shares and 52,903.566 newly designated non-voting convertible preferred shares as option consideration. Each preferred share converts into 1,000 common shares after Profusa receives the required shareholder approval under the agreed structure. G3 stockholders will receive another 53,918.113 preferred shares if Profusa exercises the acquisition option at the planned transaction closing.
G3 stockholders will retain the initial consideration if Profusa leaves the option unexercised, and the transaction will not change control. Tungsten Advisors advised Profusa, while Katten Muchin Rosenman and K&L Gates provided legal counsel to the two companies. Profusa expects to file further terms in Form 8-K, while the issued securities remain unregistered under federal and state laws.
