Profusa signs term sheet to acquire diagnostics firm with $111M revenue

Profusa, Inc. (Nasdaq: PFSA) has signed a non-binding term sheet to acquire a privately held, commercial-stage health diagnostics and toxicology testing company, according to a press release from the Berkeley, Calif.-based company.

The unnamed diagnostics company reported estimated 2025 net revenues of approximately $111 million, based on unaudited management information. It operates CLIA-certified and CAP/CLIA accredited national medical laboratories providing molecular diagnostic tests and toxicology testing, serving addiction treatment, pain management, and behavioral health providers.

If a definitive agreement is reached, Profusa would issue to the target company's stockholders shares of Profusa common stock equal to 19.99% of its then-outstanding common shares, with the remainder of the consideration in the form of non-voting convertible preferred stock, subject to stockholder approval. Profusa's existing convertible notes and obligations would also be exchanged for preferred stock.

Concurrent with closing, Profusa expects to raise approximately $7 million in financing through a convertible note, subordinated to existing bank debt. The indicative terms include a 12-month term, a 9% original issue discount, and a 7% annual interest rate, rising to 18% in the event of default.

Profusa also announced several management changes. Jack Stover, previously a board director, has been appointed Executive Chairman and Chief Executive Officer. Ben Hwang, PhD, who previously served as CEO and Chairman, has transitioned to the role of President. Liviu Goldenberg has been appointed as an independent director, bringing more than 30 years of experience in operations, technology, and enterprise management.

The combined company, if the transaction closes, is expected to operate as a public diagnostics company with national laboratory operations and recurring revenues.

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