Profusa signs option to acquire diagnostics group G3 Vision Labs
Profusa, Inc. (NASDAQ: PFSA) has signed an option agreement giving it the right, though not the obligation, to acquire G3 Vision Labs, a commercial-stage diagnostics group whose three subsidiary laboratories generated an estimated $111 million in net revenues during 2025, based on unaudited management accounts.
G3's subsidiaries, Med Screen Laboratories, Dominion Diagnostics, and Acutis Diagnostics, operate CLIA-certified and CAP/CLIA accredited national medical laboratories focused on molecular diagnostics, urine and blood toxicology, and infectious disease testing. Its clients are concentrated in addiction treatment, pain management, and behavioural health services across the United States.
The deal
As consideration for granting the option, Profusa has issued G3 stockholders 201,120 shares of common stock and approximately 52,904 shares of a newly designated series of non-voting convertible preferred stock, with each preferred share convertible into 1,000 common shares subject to stockholder approval under NASDAQ listing rules. Should the option be exercised, counterparties would receive an additional roughly 53,918 preferred shares.
Several conditions must be met before Profusa can exercise the option. These include raising at least $30 million in gross proceeds through one or more financing transactions, refinancing or repaying existing G3 debt, obtaining stockholder approval for the preferred stock conversion, and maintaining its NASDAQ listing without suspension proceedings. The option window runs until 90 days after G3 delivers specified audited financial information. Jack Stover, Executive Chairman and Chief Executive of Profusa, described the agreement as a "significant opportunity to acquire the growing regional diagnostics business of G3."
Tungsten Advisors advised Profusa on the deal; Katten Muchin Rosenman is acting as its legal counsel, with K&L Gates representing G3.
Market context
The transaction, if completed, would represent a strategic pivot for Profusa. The Berkeley, California company is best known for its tissue-integrated biosensor platform and injectable LUMEE sensor technology aimed at continuous biochemical monitoring. Acquiring a revenue-generating laboratory diagnostics network would give it an immediate commercial base and a recurring revenue stream, contrasting with the longer development horizon of its sensor business.
The speciality toxicology and drugs-of-abuse laboratory market in the United States has seen consolidation over the past several years, with behavioural health and addiction treatment providers increasingly outsourcing testing to accredited national reference labs. Companies operating in this segment compete on turnaround times, compliance accreditation, and the breadth of their test menus.
For Profusa, the pressing near-term question is whether it can close the required $30 million financing in time to exercise the option. At its current scale, raising that capital will likely require a combination of debt and equity, and the implied dilution from converting the preferred stock adds complexity for existing common shareholders. Should the conditions not be met and the option lapse, G3 stockholders retain the shares already issued as consideration, creating a cost even in a no-deal outcome.
The deal is not classified as a change of control under the terms of the agreement. Profusa expects to file a Form 8-K with the SEC detailing the full transaction terms.