{"filing":{"accession_number":"0001213900-26-084064","cik":"0001859807","ticker":"NVACW","company_name":"Profusa, Inc.","form":"8-K","filing_date":"2026-07-31","report_date":"2026-07-31","primary_document":"ea0300017-8k_profusa.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1859807/000121390026084064/ea0300017-8k_profusa.htm"},"events":[{"id":22459,"run_id":20317,"accession_number":"0001213900-26-084064","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Profusa entered into an Option Agreement on July 31, 2026, granting it the right to acquire G3 Vision Labs and its subsidiaries (Med Screen, Dominion, and Acutis) from the Sellers for 100% of G3's equity securities. The transaction is subject to satisfaction of specified conditions including $30 million in financing, stockholder approval, and debt refinancing, with G3 generating approximately $111 million in 2025 net revenues.","company_name":"Profusa, Inc.","ticker":"NVACW","filing_date":"2026-07-31","form":"8-K","submitted_at":null,"items":[{"id":22404,"accession_number":"0001213900-26-084064","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Profusa entered into an Option Agreement on July 31, 2026, granting it the right (but not obligation) to acquire G3 Vision Labs and its subsidiaries (Med Screen, Dominion, and Acutis) from the Sellers. The agreement provides for acquisition of 100% of G3's equity securities, with G3 generating approximately $111 million in 2025 net revenues. This constitutes entry into a material definitive agreement for a potential acquisition, subject to satisfaction of specified conditions including $30 million in financing, stockholder approval, and debt refinancing. The transaction is disclosed under Item 1.01 and represents a material M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:23:56.650608+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22407,"accession_number":"0001213900-26-084064","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Profusa announced the signing of an Option Agreement providing the right to acquire G3 Vision Labs, a commercial-stage diagnostics company with estimated 2025 net revenues of approximately $111 million. The agreement contemplates a material acquisition subject to specified conditions including $30 million in financing and stockholder approval. This is a significant M\u0026A transaction that would materially affect the registrant's business and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:23:56.650608+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":22460,"run_id":20317,"accession_number":"0001213900-26-084064","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Profusa issued 201,120 shares of common stock and 52,903.566 shares of Series A Preferred Stock (convertible into approximately 52.9 million common shares at a 1,000:1 ratio) to G3 stockholders as consideration for the option agreement, in transactions exempt from registration under Section 4(a)(2) of the Securities Act. The issuance has a significant dilutive effect on existing stockholders.","company_name":"Profusa, Inc.","ticker":"NVACW","filing_date":"2026-07-31","form":"8-K","submitted_at":null,"items":[{"id":22405,"accession_number":"0001213900-26-084064","item_number":"3.02","item_title":"Unregistered Sales of Equity","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Profusa issued 201,120 shares of common stock and 52,903.566 shares of Series A Preferred Stock (convertible into 52.9 million common shares at 1,000:1 ratio) to G3 stockholders as consideration for an option agreement. The filing explicitly states these securities were \"offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof\" and notes the \"dilutive effect on existing stockholders\" in the forward-looking statements. This is a material unregistered equity issuance that significantly dilutes existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:23:56.650608+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":22461,"run_id":20317,"accession_number":"0001213900-26-084064","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"Profusa filed a Certificate of Designation creating Series A Non-Voting Convertible Preferred Stock with specific voting protections and conversion rights, modifying the company's capital structure in connection with the G3 Vision Labs option agreement and the issuance of preferred stock as consideration.","company_name":"Profusa, Inc.","ticker":"NVACW","filing_date":"2026-07-31","form":"8-K","submitted_at":null,"items":[{"id":22406,"accession_number":"0001213900-26-084064","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Item 5.03 discloses the filing of a Certificate of Designation creating Series A Non-Voting Convertible Preferred Stock with specific voting protections and conversion rights. While this is a charter amendment (governance domain), it is inextricably linked to the Option Agreement for G3 Vision Labs acquisition disclosed in Item 1.01 and the dilutive issuance of preferred stock as consideration. The Certificate of Designation itself is a governance event—a capital structure modification—but the broader transaction context (M\u0026A option, preferred stock issuance, stockholder approval requirement) makes this material to investors assessing the company's strategic direction and dilution risk.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:23:56.650608+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":22404,"accession_number":"0001213900-26-084064","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Profusa entered into an Option Agreement on July 31, 2026, granting it the right (but not obligation) to acquire G3 Vision Labs and its subsidiaries (Med Screen, Dominion, and Acutis) from the Sellers. The agreement provides for acquisition of 100% of G3's equity securities, with G3 generating approximately $111 million in 2025 net revenues. This constitutes entry into a material definitive agreement for a potential acquisition, subject to satisfaction of specified conditions including $30 million in financing, stockholder approval, and debt refinancing. The transaction is disclosed under Item 1.01 and represents a material M\u0026A activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:23:56.650608+00:00","company_name":"Profusa, Inc.","ticker":"NVACW","filing_date":"2026-07-31"},{"id":22405,"accession_number":"0001213900-26-084064","item_number":"3.02","item_title":"Unregistered Sales of Equity","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Profusa issued 201,120 shares of common stock and 52,903.566 shares of Series A Preferred Stock (convertible into 52.9 million common shares at 1,000:1 ratio) to G3 stockholders as consideration for an option agreement. The filing explicitly states these securities were \"offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof\" and notes the \"dilutive effect on existing stockholders\" in the forward-looking statements. This is a material unregistered equity issuance that significantly dilutes existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:23:56.650608+00:00","company_name":"Profusa, Inc.","ticker":"NVACW","filing_date":"2026-07-31"},{"id":22406,"accession_number":"0001213900-26-084064","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Item 5.03 discloses the filing of a Certificate of Designation creating Series A Non-Voting Convertible Preferred Stock with specific voting protections and conversion rights. While this is a charter amendment (governance domain), it is inextricably linked to the Option Agreement for G3 Vision Labs acquisition disclosed in Item 1.01 and the dilutive issuance of preferred stock as consideration. The Certificate of Designation itself is a governance event—a capital structure modification—but the broader transaction context (M\u0026A option, preferred stock issuance, stockholder approval requirement) makes this material to investors assessing the company's strategic direction and dilution risk.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:23:56.650608+00:00","company_name":"Profusa, Inc.","ticker":"NVACW","filing_date":"2026-07-31"},{"id":22407,"accession_number":"0001213900-26-084064","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Profusa announced the signing of an Option Agreement providing the right to acquire G3 Vision Labs, a commercial-stage diagnostics company with estimated 2025 net revenues of approximately $111 million. The agreement contemplates a material acquisition subject to specified conditions including $30 million in financing and stockholder approval. This is a significant M\u0026A transaction that would materially affect the registrant's business and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:23:56.650608+00:00","company_name":"Profusa, Inc.","ticker":"NVACW","filing_date":"2026-07-31"}]}