--- title: "Profusa expects about $7 million convertible note alongside diagnostics deal" url: "https://aibio.space/news/profusa-expects-about-7-million-convertible-note-alongside-diagnostics/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-07-27" section: "Debt Financing" tickers: "NASDAQ:PFSA" source: "https://www.sec.gov/Archives/edgar/data/1859807/000121390026081560/ea029883201ex99-1.htm" summary: "Profusa signed a non-binding term sheet to acquire a private diagnostics company that it says had about $111 million of 2025 revenue. The deal would come w" --- By the aibio.space news desk. Sources - [Profusa, Inc. 8-K (2026-07-27)](https://www.sec.gov/Archives/edgar/data/1859807/000121390026081560/ea029883201ex99-1.htm) - [Profusa, Inc. financial data (SEC XBRL)](https://www.sec.gov/Archives/edgar/data/1859807/000121390026044046/) [PFSA](https://aibio.space/companies/profusa/) 2026-07-27 # Profusa expects about $7 million convertible note alongside diagnostics deal Tickers [PFSA](https://aibio.space/companies/profusa/) Profusa signed a non-binding term sheet to acquire a private diagnostics company that it says had about $111 million of 2025 revenue. The deal would come with an estimated $7 million convertible note at a 7% rate and a 9% original issue discount. ## Key facts - **Company**: Profusa, Inc. (NASDAQ: PFSA) - **News type**: Debt Financing - **Primary source**: [Profusa, Inc. 8-K (2026-07-27)](https://www.sec.gov/Archives/edgar/data/1859807/000121390026081560/ea029883201ex99-1.htm) *Glass office towers seen from below. CC0, via rawpixel. The picture shows the field, not the companies named.* Profusa, Inc. (Nasdaq: [PFSA](https://aibio.space/companies/profusa/)) said on July 27, 2026 that it signed a non-binding term sheet to acquire a privately held, commercial-stage health diagnostics and toxicology testing company. The release calls that company the Dx Company and says it operates national CLIA-certified laboratories. The release estimates the Dx Company's 2025 net revenues at approximately $111 million, based on unaudited management information. Profusa describes itself as a digital health company developing tissue-integrated sensors. ## The term sheet and the share split The Dx Company's stockholders would receive Profusa common stock equal to 19.99% of Profusa's outstanding common shares. The remainder of the consideration would be non-voting convertible preferred stock. The preferred would become convertible into common stock only after Profusa's stockholders approve it. The release also says Profusa's outstanding convertible notes and obligations would be exchanged for preferred stock. The term sheet is non-binding. The release describes the definitive acquisition agreement as something that may follow. It lists risks in negotiating and closing that agreement, and in complying with its representations and covenants once signed. The Dx Company's business is described as serving addiction treatment, pain management and behavioral health providers, with molecular tests for infectious disease and urine and blood toxicology testing. ## The financing Profusa expects to close on approximately $7 million of financing in the form of a convertible note, concurrently with the transaction and subject to due diligence and documentation. The note would be subordinated to existing bank debt, and all or portions of it may come from existing Profusa investors. Indicative terms include a 12-month term, a 9% original issue discount and a 7% interest rate per year, rising to 18% after a default. The release presents these as indicative. It names no placement agent or financial advisor for the note, and its only contact listed is an investor relations address. ## Who runs the company The release appoints Jack Stover, a Profusa director, as Executive Chairman of the Board and Chief Executive Officer. Ben Hwang, PhD, who had been chief executive, chairman and director, moves to the role of president. Liviu Goldenberg joins the board as an independent director. The release describes Goldenberg's background as covering operations, technology adoption and capital deployment. ## Profusa's own finances Profusa's annual report for 2025, filed April 15, 2026, shows a net loss of $35.8 million for 2025, compared with $9.2 million for 2024. Research and development expense was $2.8 million in 2025 and $1.6 million in 2024. Cash used in operations was $16.2 million in 2025, up from $2.1 million in 2024. Revenue was $100,000 in 2024. Cash and cash equivalents were $191,000 at the end of 2024 and $1.8 million at the end of 2025, according to a quarterly report filed May 15, 2026. The expected $7 million note is set against $16.2 million of operating cash use in 2025 and $1.8 million of year-end cash. The 18% default rate and the exchange of existing notes for preferred stock are further terms to weigh. ## What comes next The release gives no closing date for the term sheet, the Dx Company acquisition or the note. It also refers to a planned PanOmics DX launch in the forward-looking section, and warns that product launches may not produce revenue at the levels anticipated. The Dx Company's $111 million revenue figure is unaudited and comes from management. Shareholders will need the definitive agreement, the share count and the preferred-stock terms to judge the dilution. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story PFSA Profusa, Inc. NASDAQ ยท United States Open the starter desk ## More in Debt Financing Debt Financing ### [Pelthos amends Horizon venture loan, funds Loans E to H and adds Loans I and J](https://aibio.space/news/pelthos-amends-horizon-venture-loan-funds-loans-e-h-adds-loans/) Oct 30, 2026 Debt Financing ### [Repligen announces $1.0 billion private convertible notes transaction](https://aibio.space/news/repligen-announces-1-0-billion-private-convertible-notes-transaction/) Oct 30, 2026 Debt Financing ### [FOXO to buy Ludwig Enterprises preferred stock with majority voting power](https://aibio.space/news/foxo-buy-ludwig-enterprises-preferred-stock-majority-voting-power/) Oct 29, 2026 --- Source page: https://aibio.space/news/profusa-expects-about-7-million-convertible-note-alongside-diagnostics/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Profusa expects about $7 million convertible note alongside diagnostics deal", 2026-07-27, https://aibio.space/news/profusa-expects-about-7-million-convertible-note-alongside-diagnostics/