Profusa signs option to acquire G3, citing estimated $111 million 2025 revenue

The Nasdaq-listed digital health company must meet financing, debt, stockholder approval and listing conditions before it can exercise the option for G3 and its diagnostics subsidiaries.

Summary

Profusa, Inc. said it signed an option agreement giving it the right, but not the obligation, to acquire G3 Vision Labs, Inc. and its subsidiaries Med Screen Laboratories Inc., Dominion Diagnostics LLC and Acutis Diagnostics Inc. G3's 2025 net revenues are estimated at about $111 million based on unaudited management information. If Profusa exercises the option, the combined company is expected to operate as a public diagnostics company with national CLIA-certified laboratories and recurring revenue from providers focused on addiction treatment, pain management and behavioral health. The option is tied to several conditions, including at least $30 million in financing, debt resolution at G3, Nasdaq approval and stockholder approval for conversion of newly issued preferred stock. Profusa paid for the option with 201,120 common shares and 52,903.566 shares of Series A non-voting convertible preferred stock, with additional preferred shares due if the option is exercised. The company said the arrangement does not constitute a change of control.

Terms & Concepts
  • CLIA-certified laboratories: Labs certified under U.S. clinical testing standards
  • convertible preferred stock: Preferred shares that can convert into common stock
  • Nasdaq Listing Rules: Exchange requirements for listed companies and shareholder approvals