PFSA · Profusa, Inc. Common Stock

Profusa Inc. entered into a definitive Asset Purchase Agreement with Bio Insights LLC to acquire substantially all know-how assets related to the PanOmics Assay, an integrated NGS multi-omics platform for drug discovery and precision medicine. The $30 million purchase price will be satisfied through the issuance of a newly created Series A Convertible Preferred Stock, convertible into common stock one year after issuance. The conversion price will be based on the closing trading price of Profusa's common stock on the day preceding the closing. The transaction is subject to stockholder approval under Nasdaq Listing Rules 5635(a) and 5635(d), requiring a shareholder meeting on or before June 30, 2026. The securities are subject to a five-year lock-up with one-fourth released annually. Additionally, the seller will receive a 3% royalty on net revenue from commercialization of the PanOmics Assay. The company also plans to raise $10 million in additional equity financing within 30 days post-closing. The agreement includes customary representations, warranties, covenants, and indemnification, with a termination date of September 30, 2026, if conditions are not met. This acquisition positions Profusa to expand its capabilities in multi-omics analysis, potentially enhancing its precision medicine offerings.