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Get filing alertsProfusa eliminates 12% management equity grant tied to $30M asset acquisition
Filed May 26, 2026 · Period ending May 22, 2026 · ~1 min read
Key Changes
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Company removed provision granting CEO and CFO 12% of fully diluted shares upon closing its $30M PanOmics Assay acquisition, eliminating significant shareholder dilution originally structured as management retention incentive.
Item 1.01 verify on EDGAR → -
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Amendment modifies April 2026 agreement to acquire PanOmics Assay technology from Bio Insights LLC for $30M in newly created Series A Convertible Preferred Stock, with no cash consideration.
Item 1.01 verify on EDGAR → -
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PanOmics Assay is an integrated NGS multi-omics analysis platform combining genomics, transcriptomics, and metabolomics used in drug discovery and precision medicine.
Item 1.01 verify on EDGAR →
Summary
Profusa amended its pending $30 million asset acquisition to eliminate a controversial management compensation provision. The original April 2026 agreement included a 12% equity grant to the CEO and CFO upon closing, which would have substantially diluted existing shareholders. The company has now removed this provision entirely while keeping the core transaction intact.
The underlying deal remains unchanged: Profusa is acquiring PanOmics Assay technology assets from Bio Insights LLC, paying entirely in newly issued convertible preferred stock rather than cash. This is a stock-based acquisition that will still dilute shareholders, but significantly less than originally structured.
Retail investors should monitor whether this amendment signals concerns about management retention or reflects shareholder pushback. Watch for the actual closing of this acquisition and any subsequent disclosure about alternative management compensation arrangements.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 22, 2026, Profusa Inc., a Delaware corporation (the “Company”), and Bio Insights LLC, a limited liability company (“Seller”), entered into a First Amendment to the Asset Purchase Agreement (the “Amendment”), amending that certain Asset Purchase Agreement, dated as of April 21, 2026 (the “Asset Purchase Agreement”), by and between the Company and Seller.
The company amended its previously disclosed asset purchase agreement with Bio Insights LLC. The original agreement, dated April 21, 2026, involved the acquisition of PanOmics Assay assets for $30 million in preferred stock. This amendment modifies specific terms of that transaction.
Added in current filing · verify on EDGAR →
The Amendment deletes Section 4.6 (Management Shares) of the Asset Purchase Agreement in its entirety. Section 4.6 of the Asset Purchase Agreement previously provided that, in connection with the Closing, the Compensation Committee of the board of directors of the Company and the board of directors of the Company would approve and take any action necessary to cause the issuance to management of the Company of an aggregate number of shares of the Company’s common stock equal to twelve percent (12%) of the fully diluted shares of the Company’s common stock outstanding immediately following the Closing and any related equity financing, for the retention of the Company’s Chief Executive Officer and Chief Financial Officer (the “Management Shares”).
The amendment removes a provision that would have granted the CEO and CFO shares representing 12% of the company's fully diluted common stock upon closing the acquisition. This eliminates significant potential dilution to existing shareholders that was originally part of the deal structure as a management retention incentive.
Added in current filing · verify on EDGAR →
pursuant to the Asset Purchase Agreement, Seller agreed to sell, convey, assign, transfer, and deliver to the Company substantially all of the know-how assets relating to Seller’s PanOmics Assay, an integrated, NGS multi-omics analysis platform combining genomics, transcriptomics, metabolomics, and related fields, used in drug discovery and precision medicine (the “Purchased Assets”). The aggregate purchase price under the Asset Purchase Agreement is $30,000,000, to be satisfied through the issuance by the Company to Seller of a newly created series of non-voting preferred stock designated as “Series A Convertible Preferred Stock,” convertible into shares of the Company’s common stock.
The filing reiterates the core terms of the underlying acquisition: Profusa is acquiring PanOmics Assay technology assets for $30 million, paid entirely in newly issued Series A Convertible Preferred Stock that converts to common stock. This is a stock-based acquisition with no cash consideration.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
First Amendment to Asset Purchase Agreement by and between Profusa Inc. and Bio Insights LLC
Profusa disclosed a first amendment to an existing Asset Purchase Agreement with Bio Insights LLC. The 8-K does not provide the text of the amendment itself, only lists it as an exhibit. Without the exhibit content, the specific terms modified, purchase price adjustments, or other material changes cannot be determined from this filing.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 27, 2026 · How we verify