8-K: Profusa Announces Leadership Changes and Diagnostics Acquisition

Profusa, Inc. has appointed Jack Stover as Executive Chairman and CEO, Ben Hwang as President, and Liviu Goldenberg as a director, alongside signing a non-binding term sheet to acquire a commercial-stage health diagnostics and toxicology testing company.

Summary

• Profusa, Inc. has announced significant leadership changes and the signing of a non-binding term sheet for the acquisition of a privately held, commercial-stage health diagnostics and toxicology testing company.
• Jack Stover has been appointed as Executive Chairman and Chief Executive Officer, effective July 21, 2026, to lead the closing of the transaction and the combined entity.
• Ben Hwang has transitioned from CEO and Chairman to President, focusing on expense management, operations, and near-term working capital, and resigned from the board on July 26, 2026.
• Liviu Goldenberg has been elected as an independent director, bringing extensive experience in global leadership, technology adoption, manufacturing, AI, IIoT, sustainability, and risk oversight.
• The proposed acquisition is expected to create a publicly traded health diagnostics company with national CLIA-certified laboratories, focusing on addiction treatment, pain management, and behavioral health.
• The Dx Company's estimated 2025 Net Revenues are approximately $111 million, based on unaudited management information.
• Consideration for the acquisition includes Profusa common stock (19.99% of outstanding shares) and non-voting convertible preferred stock, with outstanding convertible notes also expected to be exchanged for preferred stock.
• Profusa also anticipates closing on approximately $7 million in financing via a convertible note, potentially from existing investors, with terms including a 12-month term, 9% OID, and 7% annual interest.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development, driven by the strategic acquisition and leadership changes, but tempered by the non-binding nature of the deal and potential dilution.

Positives

• Appointment of experienced leadership, including Jack Stover as CEO and Executive Chairman, and Liviu Goldenberg as an independent director with deep expertise in technology and operations.
• Signing of a non-binding term sheet to acquire a commercial-stage health diagnostics and toxicology testing company, which is expected to create a combined public diagnostics company.
• The target company has an estimated $111 million in 2025 Net Revenues, indicating a substantial commercial operation.
• The combined entity is expected to have national CLIA-certified laboratories and recurring revenues from a diversified client base.
• Anticipated $7 million in financing to support the transaction, potentially from existing investors, demonstrating continued support.

Negatives

• The term sheet is non-binding, meaning the transaction is not guaranteed and is subject to numerous conditions, including due diligence, definitive agreements, and regulatory approvals.
• The consideration involves issuing Profusa common stock (up to 19.99%) and convertible preferred stock, which could dilute existing shareholders.
• Outstanding convertible notes and obligations will be exchanged for preferred stock, potentially increasing future share count upon conversion.
• The $7 million financing has specific terms (12-month term, 9% OID, 7% interest) which may impact future financial obligations.
• The resignation of Ben Hwang from the board, while retaining his role as President, could be perceived as a shift in leadership focus or confidence.

Risks

• The proposed acquisition is subject to customary closing conditions, including completion of due diligence, negotiation of definitive agreements, and receipt of required approvals, with no assurance of completion.
• Risks associated with the planned European and U.S. product launches for Profusa's biosensing technologies, which may not generate anticipated revenue.
• Potential for lower-than-expected customer demand for Profusa's products.
• Challenges in negotiating, concluding, and closing definitive acquisition agreements.
• Risks related to complying with representations, warranties, and covenants in the acquisition agreements if executed.
• Uncertainties surrounding the completion and terms of the contemplated financings.
• The non-binding nature of the term sheet means the transaction may not be completed on the terms contemplated, within the anticipated timeframe, or at all.

Future Outlook

The company anticipates that the acquisition of the diagnostics and toxicology testing company will create a combined public diagnostics entity with national CLIA-certified laboratories and recurring revenues. The transaction is subject to customary closing conditions, including due diligence, definitive agreements, and regulatory approvals. Profusa also expects to close on approximately $7 million in financing.

Management Comments

• Jack Stover appointed Executive Chairman and CEO with primary responsibility for closing the transaction and leading the combined public diagnostics platform.
• Ben Hwang appointed President, principally responsible for efficient expense management, managing operations, and raising near-term working capital.
• Liviu Goldenberg brings over 30 years of global leadership experience in complex operations, technology adoption, enterprise transformation, and risk oversight.
• The combined company is expected to operate as a public diagnostics company with national CLIA-certified laboratories, recurring revenues from a diversified base of providers serving addiction treatment, pain management, and behavioral health.

Industry Context

StockSavvy.ai notes that this move by Profusa, a digital health company focused on biosensing, into the diagnostics and toxicology testing sector reflects a trend of consolidation and diversification within the broader healthcare technology and services industry. The acquisition aims to leverage existing laboratory infrastructure and recurring revenue streams to complement Profusa's innovative biosensor technology.

Management Changes

Stakeholder Impact

• Shareholders: Potential dilution from issuance of common and convertible preferred stock; potential long-term value creation from the acquisition.
• Employees: Potential changes in organizational structure and roles within the combined entity.
• Creditors: Outstanding convertible notes will be exchanged for preferred stock, impacting existing debt obligations.

Next Steps

• Completion of due diligence for the acquisition.
• Negotiation and execution of definitive agreements for the acquisition.
• Receipt of required stock exchange and regulatory reviews and/or approvals.
• Receipt of any required third-party approvals.
• Completion of contemplated debt conversions.
• Receipt of the Target's audited financial statements.
• Filing of a proxy statement with the SEC for shareholder approval.
• Closing of approximately $7 million in financing via a convertible note.

Key Dates

Recommendation

The filing indicates a significant strategic shift with a non-binding acquisition agreement and leadership changes. While the target company's revenue is substantial, the transaction's completion is uncertain due to customary closing conditions and the need for shareholder approval. The potential for dilution from stock and convertible note issuances warrants a cautious 'hold' until definitive agreements are signed and further details emerge.

Keywords

Diagnostics Acquisition, Health Diagnostics, Toxicology Testing, Leadership Changes, Biosensing Technologies, CLIA-certified Laboratories, Convertible Preferred Stock, Management Appointment