Following the contemplated transaction, the combined company is expected to operate as a public diagnostics company with national CLIA-certified laboratories, recurring revenues from a diversified base of providers serving addiction treatment, pain management, and behavioral health. The Dx Company’s 2025 Net Revenues are estimated, based on unaudited management information, to be approximately $111 million.

Mr. Jack Stover, a director of Profusa, has been appointed by the Profusa Board of Directors as Executive Chairman of the Board of Directors and Chief Executive Officer. Ben Hwang, PhD, formerly the Chief Executive Officer, Chairman, and Director of the Board of Profusa, has transitioned into the role of President of Profusa. Liviu Goldenberg has been appointed by the Profusa Board of Directors as an independent director. Mr. Goldenberg has 30+ years of global leadership experience overseeing complex operations, technology adoption, and enterprise transformation. He has deep expertise in technology-enabled manufacturing, AI / IIoT platforms, sustainability, capital deployment, and risk oversight. Mr. Goldenberg is also an active advisor to growth-stage and scale-up technology companies, with experience supporting capital raises, strategic partnerships, and institutional initiatives and importantly brings disciplined governance judgment, independence, and a long-term shareholder focus.

It is anticipated that upon the execution of a definitive acquisition agreement (the "Acquisition Agreement"), Profusa will issue to the Dx Company stockholders the following consideration: (i) shares of Profusa common stock equal to 19.99% of Profusa's then issued and outstanding common shares; and (ii) the remainder of the consideration in the form of shares of Profusa non-voting convertible preferred stock (the "Preferred Stock"), which will be convertible into Profusa common shares subject to a stockholder approval by Profusa's stockholders (together, the "Consideration"). In addition, it is expected that Profusa's outstanding convertible notes and obligations will also be exchanged for Preferred Stock.

Concurrently with the closing of the transaction and subject to due diligence and documentation, Profusa expects to close on approximately $7 million of necessary financing (subordinated to existing bank debt) in the form a convertible note (the "Notes"), all or portions of which may be provided by existing investors in Profusa. Indicative terms of the Notes include a 12-month term, a 9% original issue discount (OID), and a 7% interest rate per year (18% in the event of a default).