Profusa Signs Option Agreement to Acquire G3 Vision Labs
Profusa has secured an option to acquire diagnostics firm G3 Vision Labs.
Profusa, Inc. has signed an Option Agreement that allows for the potential acquisition of G3 Vision Labs, a commercial-stage diagnostics company. This agreement grants Profusa the right, but not the obligation, to acquire G3 and its subsidiaries, which include Med Screen Laboratories, Dominion Diagnostics, and Acutis Diagnostics. The deal is notable as G3 is projected to generate approximately $111 million in net revenues for 2025, according to unaudited management information.
The Option Agreement formalizes a previously announced arrangement between the two companies. Profusa can exercise this option until G3 delivers specified financial information, with an additional 90-day period afterward, contingent upon meeting certain conditions. If the acquisition proceeds, the combined entity will operate as a public diagnostics company, focusing on areas such as addiction treatment and behavioral health.
Jack Stover, Executive Chairman and CEO of Profusa, commented, "This Agreement provides Profusa with a significant opportunity.. to acquire the growing regional diagnostics business of G3." The agreement stipulates that Profusa must secure at least $30 million in financing, refinance or settle G3's debts, and gain necessary stockholder approvals before proceeding with the acquisition.
As part of the agreement, Profusa has issued stock to G3's shareholders, including 201,120 shares of common stock and nearly 53,000 shares of a newly designated series of non-voting convertible preferred stock. This preferred stock can be converted into common stock pending stockholder approval.
If Profusa fails to meet the outlined conditions and does not exercise the option, G3 shareholders will retain the stock issued as consideration. The agreement does not constitute a change of control for Profusa. Tungsten Advisors has acted as the financial advisor, while legal counsel is provided by Katten Muchin Rosenman LLP for Profusa and K&L Gates LLP for G3 Vision Labs.
This announcement highlights Profusa's strategy to expand its portfolio in the diagnostics space, using G3's existing capabilities and revenue streams. The details of the agreement will be further disclosed in a Current Report on Form 8-K to be filed with the SEC. The announcement is sourced from GlobeNewswire.
This is an independent summary of a press release originally distributed via GlobeNewswire. GAX Online was not paid for this coverage.
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