M&A - NorthView Acquisition Corp

Form Type: 425

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000121390025043472

Filing Summary: NorthView Acquisition Corp announced a merger agreement dated November 7, 2022, which has undergone several amendments, the latest being Amendment No. 5 on April 2, 2025. The merger involves NV Profusa Merger Sub Inc. and Profusa, Inc. Additionally, the company has entered into a Non-Redemption Agreement with I-Bankers Securities, Inc. and Dawson James Securities, Inc. This agreement allows investors to purchase shares from redeeming shareholders if the trust account balance falls below $1.25 million, ensuring compliance with the Exchange Act's requirements.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000121390025043468

Filing Summary: NorthView Acquisition Corp entered into a Merger Agreement and Plan of Reorganization dated November 7, 2022, which has undergone several amendments. The latest amendment occurred on February 11, 2025. The agreement involves NV Profusa Merger Sub Inc. and Profusa, Inc. In connection with this merger, the Company entered into a Non-Redemption Agreement with I-Bankers Securities, Inc. and Dawson James Securities, Inc. This agreement facilitates shareholders who wish to redeem their shares during the Business Combination to instead sell their shares to the Investors, preventing the trust account balance from falling below $1.25 million due to redemptions. This information highlights the structured mechanism to ensure minimal impact on trust resources.

Form Type: S-4/A

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000121390025042224

Filing Summary: NorthView Acquisition Corporation is seeking approval for a Business Combination with Profusa, Inc. through a special meeting where shareholders will vote on multiple proposals including the Merger Agreement dated November 7, 2022. This merger aims to combine NorthView with its wholly-owned subsidiary and Profusa, resulting in NorthView changing its name to New Profusa and listing its common stock and public warrants on Nasdaq. The proposed merger will convert shares and options of Profusa into corresponding New Profusa shares, with a notable pre-transaction equity value set at $155 million. Shareholders are invited to vote on several proposals, including an amended Certificate of Incorporation and various governance measures. The completion of the merger is contingent upon the approval of condition precedent proposals during the meeting. Redemption rights are available for public stockholders, allowing them to redeem their shares for cash under certain conditions.

Form Type: S-4/A

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000121390025041151

Filing Summary: NorthView Acquisition Corporation has filed an amendment to its registration statement under the Securities Act concerning a proposed business combination with Profusa, Inc. The registration outlines details about a special meeting where stockholders will vote on several proposals related to the merger, including a proposal to adopt the Merger Agreement and amend the Certificate of Incorporation. The business combination involves converting Profusa's existing stock into New Profusa Common Stock, and the exchange ratios for shares and options are specified. Key financial details include the estimated equity value of Profusa at $155 million and adjustments related to incentive and private placement values. Additionally, there are provisions for public stockholders to redeem shares ahead of the merger, with specific procedures outlined for redemption rights. Conflicts of interest concerning the Sponsor and its financial arrangements with NorthView are also discussed. The combined entity will operate under the name Profusa, Inc. after the merger is completed, and its shares are expected to be listed on Nasdaq. The board has unanimously endorsed the proposals for the merger, signaling strong internal support for the transaction.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000101376225004396

Filing Summary: NorthView Acquisition Corp was formed as a blank check company to pursue business combinations, particularly in the healthcare sector, focusing on small cap companies. In a significant development, on November 7, 2022, the company entered into a Merger Agreement with Profusa, Inc., aiming to bring Profusa into the NorthView structure. The merger will see Profusa become a wholly-owned subsidiary, fundamentally rebranding NorthView as Profusa, Inc. This business combination has various cash and equity-based compensations linked to performance milestones, including specific revenue targets for fiscal years 2024 and 2025. The agreement has undergone multiple amendments to adjust financial milestones and deadlines, including a recent extension that pushes the deadline for completing the merger to June 22, 2025. As of March 21, 2025, shareholders approved this extension, allowing NorthView to prolong its efforts to complete the business combination. Additionally, NorthView is facing operational changes due to its delisting from Nasdaq and transitioning to OTC Pink, but still aims to significantly enhance its market position through the merger with Profusa.

Form Type: DEF 14A

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000121390025021270

Filing Summary: NorthView Acquisition Corp is holding a special meeting of stockholders on March 18, 2025, primarily to consider and vote on several proposals regarding the extension of the deadline for completing a business combination with Profusa, Inc. The meeting will occur virtually, allowing stockholders to participate from any location. Key proposals include extending the deadline for consummating a business combination from March 22, 2025, to June 22, 2025, and making various amendments to the company's charter and trust agreement to facilitate this extension. The Board of Directors believes that obtaining this additional time is in the best interests of stockholders to allow completion of the proposed merger. If stockholders do not approve these proposals and a business combination is not completed by the March deadline, the company will dissolve and liquidate its assets. Stockholders will also have redemption rights to receive cash for their shares, with a projected per-share redemption price around $12.19 based on current trust account balances. The proposals are detailed in the proxy statement included with the notice of the meeting. Voting is crucial as failure to vote could be treated as a vote against the proposals. The document also outlines the procedural aspects of the meeting and redemption rights for stockholders with public shares.

Form Type: 425

Filing Date: 2025-02-19

Corporate Action: Merger

Type: Update

Accession Number: 000121390025014988

Filing Summary: On February 11, 2025, NorthView Acquisition Corp. entered into Amendment No. 4 to the Merger Agreement with Profusa, Inc. The amendment revises the Company Reference Value and extends the deadline for Profusa to consummate the APAC Joint Venture until December 31, 2025. Additionally, it alters the earnout revenue target for fiscal year 2026 to $11,864,000 from a previous target of $99,702,000 for 2025. This report also details a Securities Purchase Agreement with an institutional investor for senior secured convertible promissory notes totaling up to $22,222,222, structured in tranches, with specific conditions for additional note purchases based on trading volumes and other criteria.

Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Merger

Type: Update

Accession Number: 000121390025014987

Filing Summary: NorthView Acquisition Corp. entered into Amendment No. 4 to a previously disclosed Merger Agreement with Profusa, Inc. on February 11, 2025. The amendment revises the Company Reference Value due to financing proceeds received by Profusa, extends the deadline for Profusa to complete the APAC Joint Venture from December 31, 2024 to December 31, 2025, and modifies the earnout revenue target for fiscal year 2026 from $99,702,000 to $11,864,000. Additionally, NorthView has entered into a Securities Purchase Agreement with an institutional investor for the purchase of up to $22,222,222 in senior secured convertible promissory notes, with an initial closing amount of $9,000,000 aligned with the Business Combination's consummation. The agreement outlines multiple purchase tranches conditioned on certain performance and registration criteria. Each note matures 18 months from the closing date and is convertible under specified conditions. A Lock-Up Agreement will restrict certain holders from selling their shares for a defined period post-initial closing.

Form Type: S-4/A

Filing Date: 2025-02-12

Corporate Action: Merger

Type: Update

Accession Number: 000121390025012354

Filing Summary: This document is an amendment to the Registration Statement under the Securities Act of 1933 filed by NorthView Acquisition Corporation pertaining to a business combination proposal with Profusa, Inc. The amendment discusses various aspects of a merger agreement originally dated November 7, 2022, which has undergone several amendments. The document outlines details concerning the special meeting of stockholders to approve the merger and related proposals including changes to the Certificate of Incorporation, governance provisions, issuance of new common stock, and election of directors for New Profusa. Stakeholders are urged to vote on several key proposals that are interdependent for the consummation of the merger. Post-merger, NorthView will be renamed Profusa, Inc., and its securities will be listed on Nasdaq. The document also mentions potential conflicts of interest, redemption rights for public stockholders, and financial arrangements related to the merger, including Sponsor loans.