Profusa Announces Progress Towards Satisfying The Conditions To Close Of The Option Agreement With G3

(MENAFN- GlobeNewsWire - Nasdaq) PCAOB audited FY2024 and FY2025 and reviewed unaudited six months ended June 30, 2026 financials of G3 and its consolidated subsidiaries (“G3”) delivered

In FY 2025, the Combined G3 company had consolidated revenue of $108 million and Adjusted EBITDA (non-GAAP) of $5.0 million, as reconciled below

Sufficient working capital obtained to fund Profusa operations for near term and progress continues in converting debt and liabilities to Preferred Stock while also making progress towards obtaining CE mark

Profusa regained compliance with Nasdaq continued listing standards

BERKELEY, Calif., Nov. 12, 2026 (GLOBE NEWSWIRE) -- 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.

“I am very pleased with the timely progress we are making and support we are receiving towards exercising the Option to acquire G3,” stated Executive Chairman and CEO, Jack Stover.“I believe we are on a good track to closing by the end of the year.”

Audited G3 Combined Company Financial Results for FY 2025:

• Revenue of the G3 combined company was $108 million
  
• G3 combined company net loss was $2.4 million

Unaudited G3 Combined Company non-GAAP Financial Results for FY 2025:

• G3 combined company EBITDA (non-GAAP) was $7.3 million and Adjusted EBITDA (non-GAAP) was $5.0 million when adjusted for one-time items

Revenue, EBITDA and Adjusted EBITDA	FY 2025
Revenue	108,021,457
Net income (loss)	(2,380,320)
Add: Income taxes	–
Add: Interest expense	3,414,450
Add: Depreciation and amortization	2,933,024
Add: D&A included in cost of revenue	3,336,355
EBITDA	7,303,509
Total one-time items 1	(2,345,670)
Adjusted EBITDA	4,957,839
Adjusted EBITDA Margin	4.6%

¹ FY 2025 one-time items include a $2M settlement for the Acutis COVID-19 claim recovery, one-time other income items, and transaction costs related to the Dominion acquisition.

Use of Non-GAAP Financial Measures

This press release includes financial measures that are not in accordance with GAAP, including EBITDA, Adjusted EBITDA and Adjusted EBITDA margin. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies.

About Profusa

Based in Berkeley, California, Profusa is a digital health company developing a new generation of tissue-integrated sensors to detect and continuously transmit actionable, medical-grade data for personal and medical use. With its long-lasting, injectable and affordable biosensors and its intelligent data platform, Profusa aims to provide people with a personalized biochemical signature rooted in data that clinicians can trust and rely on pioneering next-generation biosensor technologies. Profusa previously announced the signing of an Option Agreement (the“Agreement”) which provides Profusa the right and option, but not the obligation, subject to satisfaction of certain conditions, to acquire G3 Vision Labs, Inc. and its subsidiaries (“G3"). Upon option exercising, the combined company is expected to operate as a public diagnostics company.

“LUMEE”,“PROFUSA” and the PROFUSA logo are registered trademarks of Profusa, Inc. in the United States, Canada, European Union, China, Japan, South Korea, and Australia.

About G3

G3 provides laboratory testing solutions, clinical insight, and reporting tools that help healthcare teams make informed treatment decisions, streamline workflows, and improve patient outcomes. Its CLIA-certified and CAP/CLIA accredited national medical laboratories provide molecular diagnostic tests for infectious disease and urine and blood clinical toxicology testing, with a client base serving addiction treatment, pain management, and behavioral health providers across the country.

Special Note Regarding Forward-Looking Statements

Certain statements in this press release may be considered“forward-looking statements” within the meaning of the“safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or future financial or operating performance of Profusa, including statements regarding the transaction, the conditions to the exercise of the option under the Agreement, Profusa's strategic plans and the proposed business combination with G3. In some cases, you can identify forward-looking statements by terminology such as“anticipate,”“believe,”“continue,”“could,”“estimate,”“expect,”“forecast,”“future,”“intend,”“may,”“might,”“plan,”“possible,”“potential,”“predict,”“project,”“propose,”“seek,”“should,”“strive,”“will,” or“would” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which may be beyond the control of Profusa and could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, without limitation, risks related to Profusa's ability to satisfy the conditions of the Agreement and to integrate G3 and its subsidiaries into Profusa's business, the risk that customer demand may be less than expected, the risks in the business combination that would result from the option exercise, as well as the risks in complying with the representations, warranties and covenants set forth in the Agreement, and risks related to the completion and terms of the contemplated financings, the risk that Profusa does not receive the stockholder approval, the dilutive effect on existing Profusa stockholders of the issuance of shares of common stock and Preferred Stock as consideration for the Agreement and, if the option is exercised, upon conversion of the Preferred Stock, and the risk that G3's indebtedness is not refinanced, repaid or otherwise satisfied on acceptable terms or at all. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Profusa and its management, are inherently uncertain. There are risks and uncertainties described more fully in Profusa's public filings from time to time with the U.S. Securities and Exchange Commission (the“SEC”), including its most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Profusa cannot assure you that the forward-looking statements in this communication will prove to be accurate.

Investor and Media Contact:
...

MENAFN12112026004107003653ID1111952340