# Profusa, Inc. (PFSA) — merger/scheme_of_arrangement [completed]
Source: SEC API (secapi.ai) · situation sit_dab587e8936d292146af · retrieved 2026-08-11T15:53:10.950Z

## Overview
Profusa, Inc. is a medical device company that develops biointegrated sensors and wearable technology for continuous health monitoring; it is acquiring diagnostic laboratory companies (G3 Vision Labs, Med Screen Laboratories, Dominion Diagnostics, and Acutis Diagnostics) through an option agreement.

On July 31, 2026, Profusa, Inc. entered into an Option Agreement with CentralLarkfieldKarin NA LLC, Venkata Boyapalli, and a privately held trust to acquire 100% of G3 Vision Labs Inc., which owns all or substantially all of Med Screen Laboratories Inc., Dominion Diagnostics LLC, and Acutis Diagnostics Inc. As consideration for granting the call option, Profusa issued 201,120 shares of common stock and 52,903.566 shares of Series A Non-Voting Convertible Preferred Stock to the sellers. If Profusa exercises the call option, the sellers will receive an additional 53,918.113 shares of Series A Preferred Stock. The call option expires 90 days after the Target Companies provide audited and reviewed financial information. Exercise is conditioned on Profusa obtaining at least $30 million in financing, refinancing or repaying G3's indebtedness, maintaining Nasdaq listing, obtaining stockholder approval of preferred stock conversion and Nasdaq proposals, and satisfying other customary closing conditions.

## Terms
- Counterparty: CentralLarkfieldKarin NA LLC, Venkata Boyapalli, and a privately held trust (sellers); G3 Vision Labs Inc., Med Screen Laboratories Inc., Dominion Diagnostics LLC, and Acutis Diagnostics Inc. (target companies) · Consideration: stock · Stake: 100%

## Key dates
- Completed 2026-07-31

## Timeline
- 2026-07-31 · 8-K (0001213900-26-084064): 8-K - Profusa, Inc. — *Profusa, Inc. is a medical device company that develops biointegrated sensors and wearable technology for continuous health monitoring; it is acquiring diagnostic laboratory companies (G3 Vision Labs, Med Screen Laboratories, Dominion Diagnostics, and Acutis Diagnostics) through an option agreement.* On July 31, 2026, Profusa, Inc. entered into an Option Agreement with CentralLarkfieldKarin NA LLC, Venkata Boyapalli, and a privately held trust to acquire 100% of G3 Vision Labs Inc., which owns all or substantially all of Med Screen Laboratories Inc., Dominion Diagnostics LLC, and Acutis Diagnostics Inc. As consideration for granting the call option, Profusa issued 201,120 shares of common stock and 52,903.566 shares of Series A Non-Voting Convertible Preferred Stock to the sellers. If Profusa exercises the call option, the sellers will receive an additional 53,918.113 shares of Series A Preferred Stock. The call option expires 90 days after the Target Companies provide audited and reviewed financial information. Exercise is conditioned on Profusa obtaining at least $30 million in financing, refinancing or repaying G3's indebtedness, maintaining Nasdaq listing, obtaining stockholder approval of preferred stock conversion and Nasdaq proposals, and satisfying other customary closing conditions.
  https://www.sec.gov/Archives/edgar/data/1859807/0001213900-26-084064.txt

## Citations
- 0001213900-26-084064 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026084064