Profusa, Inc. 8K

Profusa Inc. agreed to acquire Bio Insights LLC’s PanOmics multi‑omics platform know‑how for $30 million in convertible preferred stock plus royalties, subject to shareholder approval, lock‑up, non‑compete, and extensive transition and validation commitments.

On April 21, 2026, Profusa Inc. entered into an Asset Purchase Agreement with Bio Insights LLC under which Profusa will acquire substantially all know‑how and related non‑patented intellectual property, data, and associated assets comprising Bio Insights’ PanOmics Assay multi‑omics analysis platform, along with exclusive rights to develop a molecular diagnostics product and an exclusive license to test specified sample cohorts for analytical and clinical validation. In exchange, Profusa will pay a $30 million purchase price entirely in a new series of non‑voting Series A Convertible Preferred Stock, convertible into common stock after one year based on Profusa’s Nasdaq trading price and subject to shareholder approval, a five‑year lock‑up with staged releases, and ongoing contractual transfer restrictions, plus a 3% royalty on revenue from commercialization of the PanOmics Assay and a commitment to allocate up to $2 million of future equity financing proceeds to PanOmics validation and capital needs. The agreement also provides for management equity grants equal to 12% of fully diluted shares (subject to stockholder approval), a voting agreement binding Bio Insights’ voting on Profusa matters, extensive non‑competition and non‑solicitation covenants, transition and cooperation obligations, and conditions precedent including completion of diligence, delivery of know‑how and samples, various ancillary agreements, and later shareholder approval and Nasdaq/SEC processes to support permanent equity accounting treatment for the preferred stock.

Filing Facts

CIK

1859807

Ticker

-

Form

8K

Source Type

sec

Accession

0001213900-26-048039

Alert Tier

8