Profusa announced the signing of a non-binding term sheet to acquire a privately held, commercial-stage health diagnostics and toxicology testing company.
Following the contemplated transaction, the combined company is expected to operate as a publicly traded diagnostics company with national CLIA-certified laboratories and recurring revenue from providers serving addiction treatment, pain management, and behavioral health. The target company’s 2025 net revenues are estimated at approximately $111 million based on unaudited management information.
Upon execution of a definitive acquisition agreement, Profusa expects to issue the target company’s stockholders shares of Profusa common stock equal to 19.99 percent of its then-outstanding shares, with the remainder issued as non-voting convertible preferred stock subject to Profusa stockholder approval. Profusa’s outstanding convertible notes and obligations are also expected to be exchanged for preferred stock. Concurrently with closing, Profusa expects to close approximately $7 million in subordinated convertible note financing, with indicative terms including a 12-month term, a 9 percent original issue discount, and a 7 percent annual interest rate.
Alongside the announcement, Profusa named board director Jack Stover as Executive Chairman and Chief Executive Officer, while Ben Hwang, PhD, previously CEO, Chairman, and Director, transitioned to President. Liviu Goldenberg, who brings more than 30 years of experience in complex operations, technology adoption, and enterprise transformation, was appointed as an independent director.
