Profusa Says Near Closure Of Option Agreement With G3 Vision Labs, Including Receipt Of G3’s FY24 And FY25 Financial Statements; G3 Took Net Loss In FY25

Profusa, Inc. ((Profusa, NASDAQ:PFSA) ("Profusa"), a digital health company pioneering next-generation biosensor technologies, announced progress towards satisfaction of the conditions to close the Option Agreement (the "Agreement") with G3 Vision Labs, Inc. (together with its consolidated subsidiaries, "G3"), including receipt of G3’s consolidated PCAOB audited financial statements for FY 2025 and FY 2024 (the "G3 Audited Financial Statements") and unaudited consolidated financial statements for the six months ended June 30, 2026 (the "G3 Unaudited Financial Statements").

The previously announced signing of the Agreement provided Profusa the right and option, but not the obligation, subject to satisfaction of certain conditions, to acquire G3. Upon exercise of the option and following the closing, the combined company is expected to operate as a public diagnostics company.

Progress towards satisfaction of the conditions to close the Agreement includes:

Receipt of the G3 Audited Financial Statements for the years ended December 31, 2024 and 2025 and the G3 reviewed Unaudited Financial Statements as of June 30, 2026.

On September 9, 2026, as previously announced, Profusa received a Nasdaq compliance letter, which served to confirm that Profusa had demonstrated compliance with Listing Rules 5550(a)(2) and 5550(b)(1) (the "Bid Price" and "Equity" Rules, respectively). Accordingly, Profusa continues to operate in compliance with Nasdaq rules.

Profusa has entered exchange agreements of $10.7 million to date of debt and liabilities, which were exchanged for a newly designated series of non-voting convertible preferred stock (the "Preferred Stock"), with each share of Preferred Stock convertible into 1,000 shares of Profusa common stock after stockholder approval

Profusa borrowed $0.7 million in October under its current note agreement with Ascent Partners to fund near-term working capital needs.

As previously announced, Profusa continues to make progress towards obtaining CE mark approval for its Lumee Oxygen Platform while effectively managing costs.