Profusa, Inc. (PFSA) shares declined in after-hours trading after the company disclosed a formal option agreement to acquire G3 Vision Labs and three subsidiaries, a transaction contingent on securing at least $30 million in financing and meeting several other closing conditions.

Profusa stock closed unchanged at $1.06 in regular trading before falling 3.77% to $1.02 in after-hours activity.

Terms of the G3 Acquisition Option

Under the agreement, Profusa secured the right — but not the obligation — to acquire G3 Vision Labs, Med Screen Laboratories, Dominion Diagnostics, and Acutis Diagnostics. The option remains open until G3 provides the required financial records, followed by an additional 90-day exercise period under the agreed terms.

G3 estimated its 2025 net revenue at approximately $111 million based on unaudited management information for the diagnostics group and its subsidiaries.

The proposed combination would create a public diagnostics company operating national laboratories certified under federal CLIA (Clinical Laboratory Improvement Amendments) standards across multiple markets. CLIA establishes federal quality and proficiency standards for laboratory testing performed on humans in the United States. These laboratories serve addiction treatment, pain management, behavioral health, and other provider networks across regional markets and related clinical services. Profusa expects the combined business to generate recurring revenue through a broad base of healthcare providers and nationwide diagnostic testing services.

Financing and Debt Conditions

Profusa must satisfy several conditions before exercising the acquisition option. The company must raise at least $30 million through completed financings or binding funding commitments for Profusa or G3 combined.

Additionally, G3 must refinance, repay, settle, or secure lender consent covering specified outstanding debt obligations before Profusa can complete the transaction.

Shareholder Approval and Nasdaq Listing Requirements

Profusa must maintain its preferred stock designation and obtain shareholder approval under Nasdaq listing rules before exercising the option. Shareholders must approve preferred share conversions and related transaction terms at a properly convened company meeting before any conversion takes place.

Profusa must also preserve its Nasdaq listing and avoid any suspension, removal, threatened delisting, or related proceedings prior to closing.

Consideration Paid to G3 Stockholders

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, meaning the initial preferred share tranche would convert to approximately 52.9 million common shares upon approval.

If Profusa exercises the acquisition option at the planned transaction closing, G3 stockholders will receive an additional 53,918.113 preferred shares, convertible into approximately 53.9 million common shares. Should Profusa leave the option unexercised, G3 stockholders will retain the initial consideration and the transaction will not result in a change of control.

Advisors and Regulatory Filings

Tungsten Advisors served as financial advisor to Profusa. Katten Muchin Rosenman and K&L Gates provided legal counsel to the two companies. Profusa expects to file further terms in a Form 8-K. The issued securities remain unregistered under federal and state securities laws.