Profusa named director Jack Stover Executive Chairman and CEO, and disclosed a $7 million convertible note to fund its planned acquisition of a commercial‑stage diagnostics company. The leadership shift and near‑term financing give investors confidence the deal can close, potentially expanding revenue and positioning the firm as a public diagnostics player.

Key Highlights

  • Jack Stover, a director, will serve as Executive Chairman and CEO effective July 21, guiding the pending diagnostics acquisition.
  • Dr. Ben Hwang resigns from the board but stays President; Liviu Goldenberg joins as an independent director, bringing three decades of AI and IIoT expertise.
  • The acquisition proposal includes issuing shares equal to 19.99% of Profusa’s common stock to the target’s shareholders.
  • Profusa aims to close a $7 million convertible note. Its terms include a 12-month term, a 9% discount applied at issuance, a 7% yearly interest charge, and an 18% default rate.

Profusa announced that director Jack Stover will assume the dual roles of Executive Chairman and Chief Executive Officer on July 21, while the company moves to raise roughly $7 million through a convertible note to support a proposed purchase of a commercial‑stage health diagnostics firm. At the same time, Dr. Ben Hwang stepped down from the board but will continue as President, and Liviu Goldenberg was added as an independent director to strengthen governance. The combined leadership changes and financing are intended to position Profusa for a public‑market diagnostics platform, a strategic pivot that investors are watching closely.

Leadership Realignment

The board’s decision places Jack Stover at the helm, tasking him with finalizing the transaction that would merge Profusa’s biosensing platform with the target’s laboratory network. Stover’s prior experience as a director aligns with the company’s need for seasoned oversight during a high‑profile acquisition. Dr. Ben Hwang’s transition to a purely operational role removes potential conflicts while preserving his executive insight.

Goldenberg’s appointment adds a director with over three decades of experience in technology-driven manufacturing, AI, and Industrial IoT projects. He also brings a track record of capital deployment and risk management. This fresh blend of executive and board talent is expected to accelerate integration and mitigate execution risk.

Deal Mechanics

The non‑binding term sheet outlines a transaction that would create a publicly traded diagnostics entity with national CLIA‑certified labs for addiction, pain, and behavioral health providers. Management estimates the target’s 2025 net revenues at approximately $111 million based on unaudited figures. As consideration, the target’s shareholders would receive shares representing 19.99% of Profusa’s common stock, with the remainder delivered via non‑voting convertible preferred stock pending shareholder approval.

Additionally, Profusa plans to issue a convertible note of about $7 million. This financing instrument will feature a 12-month term, a 9% discount on the initial principal, a 7% annual interest rate, and an 18% rate if the note defaults. The financing structure is designed to minimize dilution while providing the liquidity needed to complete the acquisition, a balance that could influence valuation multiples.

Market Signal

The leadership overhaul and ready capital signal that Profusa is committed to accelerating its entry into the broader diagnostics market, a sector that has attracted considerable investor interest due to steady demand for laboratory testing. By securing a convertible note with modest discount and interest terms, the company avoids over‑leveraging its balance sheet and preserves flexibility for future growth initiatives. The 19.99% equity component of the deal offers existing shareholders limited dilution, while the preferred stock component may appeal to investors seeking downside protection.

Together, these elements suggest a disciplined approach to expansion that could enhance earnings visibility and diversify revenue streams beyond the company’s current biosensor portfolio.

Upcoming Catalyst

The next decisive event will be the filing of a proxy statement with the Securities and Exchange Commission, which must be completed before shareholders can vote on the acquisition and the issuance of preferred stock. The company has indicated that the closing of the $7 million convertible note is slated for early August 2026, providing the needed funding to move the transaction forward. Successful completion of the financing and subsequent shareholder approval will clear the path for the combined entity to launch as a publicly listed diagnostics platform, an outcome that could materially affect the stock’s valuation.

Analysis based on the Form 8-K filed 27 July 2026; figures verified against the filing.

This article is for informational purposes only and does not constitute financial advice. Please consult a licensed financial adviser before making investment decisions.