Profusa, Inc. (Nasdaq: PFSA), a digital health company pioneering next-generation biosensing technologies, announces the signing of an Option Agreement (the “Agreement”) which provides Profusa the right and option, but not the obligation, subject to satisfaction of the conditions described below, to acquire G3 Vision Labs, Inc. (“G3”) and its subsidiaries, Med Screen Laboratories Inc., Dominion Diagnostics LLC and Acutis Diagnostics Inc. G3's 2025 Net Revenues are estimated, based on unaudited management information, to be approximately $111 million. The Agreement formalizes the arrangement between Profusa and G3 that was announced earlier this week. The option is exercisable at any time on or prior to the date that G3 delivers specified financial information and for 90 days thereafter, subject to the satisfaction of certain conditions as described below. If the option is exercised, the combined company is expected to operate as a public diagnostics company with national CLIA-certified laboratories, recurring revenues from a diversified base of providers serving addiction treatment, pain management, and behavioral health.

“This Agreement provides Profusa with a significant opportunity, subject to satisfaction of the specified conditions, to acquire the growing regional diagnostics business of G3,” said Jack Stover, Executive Chairman and CEO of Profusa, Inc.

Pursuant to the Agreement, Profusa’s ability to exercise the option is subject to satisfaction of, among other items, the following conditions: (i) Profusa shall have consummated, or received binding commitments to consummate, one or more financings resulting in aggregate gross proceeds to Profusa or G3 of at least $30 million; (ii) certain indebtedness of G3 shall be refinanced, repaid, or otherwise satisfied (or the lenders shall have consented to the exercise of the option); (iii) Profusa’s Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock shall be in effect; (iv) approval in accordance with applicable rules of the Nasdaq Stock Market, LLC (“Nasdaq”) of the conversion of the Preferred Stock (as defined below) into shares of Profusa’s common stock and of the transactions contemplated by the Option Agreement by the requisite holders of Profusa’s common stock at a duly convened meeting of Profusa’s stockholders; (v) no suspension or removal from listing of Profusa’s common stock on Nasdaq, and no initiation or threatening of any proceedings for any of such purposes or delisting, shall have occurred; and (vi) any and all obligations of any Seller as guarantor, co-obligor or surety for any indebtedness of G3 and its subsidiaries shall have been terminated and released in full, without any liability to such Seller from and after the Closing.

As consideration for the option, Profusa issued to G3 stockholders the following consideration: (i) 201,120 shares of Profusa common stock; and (ii) 52,903.566 shares of a newly-designated series of non-voting convertible preferred stock (the “Preferred Stock”), which is convertible into Profusa common stock subject to a stockholder approval by Profusa’s stockholders as required under the applicable Nasdaq Listing Rules (the “Stockholder Approval”) ((i) and (ii) together, the “Consideration”). If Profusa exercises the option contemplated by the Agreement, the counterparties will be entitled to receive an additional 53,918.113 shares of the Preferred Stock. Each share of the Preferred Stock is convertible into 1,000 shares of Profusa’s common stock, subject to receipt of the Stockholder Approval. If Profusa does not satisfy the conditions listed above and the option remains unexercised, G3 stockholders will retain the Consideration. Entry into the Agreement and the transactions contemplated thereby will not constitute a change of control.

Tungsten Advisors served as the financial advisor to Profusa. Katten Muchin Rosenman LLP is serving as legal counsel to Profusa. K&L Gates LLP is serving as legal counsel to G3 Vision Labs.

Additional details regarding the Agreement, the Consideration and the Preferred Stock are set forth in the Current Report on Form 8-K that Profusa expects to file with the SEC in connection with this announcement. The shares of common stock and Preferred Stock described in this press release were offered and sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and have not been registered under the Securities Act or any state securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.