Profusa, Inc DEFA14A, filed Mar 18, 2025
Profusa, Inc. (PFSA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2025
NORTHVIEW ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41177 | 86-3437271 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification Number) |
207 WEST 25TH ST., 9TH FLOOR
NEW YORK, NY 10001
(Address of principal executive offices and zip code)
(212) 494-9022
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Shares of common stock, par value $0.0001 per share | NVAC | The NASDAQ Stock Market LLC | ||
| Rights, each entitling the holder to receive one-tenth of one share of common stock | NVACR | The NASDAQ Stock Market LLC | ||
| Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share | NVACW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Adjournment of Special Meeting of Shareholders
On March 17, 2025, NorthView Acquisition Corporation (“NorthView” or the “Company”) announced that the special meeting of stockholders called by the Company (the “Special Meeting”), which was originally scheduled for 10:00 a.m. Eastern time on Tuesday, March 18, 2025, will be adjourned to 11:00 a.m. Eastern time on Friday, March 21, 2025. At the Special Meeting, shareholders will be asked to consider and approve an extension of consider and approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from March 22, 2025 to July 22, 2025, or such earlier date as determined by the Company’s board of directors (the “Extension”),
The Special Meeting will readjourn at 11:00 a.m., Eastern time, on March 21, 2025, via a live webcast at https://www.cleartrustonline.com/NVAC.
In connection with the Extension, and as discussed in the Company’s definitive proxy statement filed with the SEC on March 7, 2025 (as may be amended, the “Proxy Statement”), holders of the Company’s common stock issued in the Company’s initial public offering (such shares, the “Public Shares”) had the opportunity to submit their Public Shares for redemption in connection with the Extension.
In consideration of the Revised Contribution Amount to be Contributed by the Company and the Dissolution Expense Waiver (each as defined below), the Company is adjourning the meeting to allow time for such holders of Public Shares who have previously redeemed their shares to withdraw and reverse their tender of such shares (“Redemption Reversals”). Redemption Reversals will require the consent of the Company, and may be considered until the Special Meeting readjourns. If you delivered your shares for redemption to the transfer agent and decide not to redeem your Public Shares, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting the transfer agent at:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
e-mail: spacredemptions@continentalstock.com
with copy to:
I-Bankers Securities, Inc.
Attn: Matt McCloskey
e-mail: matt.mccloskey@ibsgroup.net
The Company plans to continue to solicit proxies from shareholders during the period prior to the Special Meeting. Only the holders of the Company’s common stock as of the close of business on February 21, 2025, the record date for the Special Meeting, are entitled to vote at the Special Meeting.
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Additional Cash Contribution to Trust Account
The Company also announced that NorthView Sponsor I, LLC (the “Sponsor”) or its designees have agreed to revise the contribution they had previously intended to make, if the Extension Proposal is approved and implemented.
The Sponsor had previously agreed to contribute (the “Original Contribution Amount”) the lesser of (A) $10,000 or (B) $0.04 per outstanding public share not redeemed at the Special Meeting for each calendar month (commencing on March 22, 2025 and ending on the 22nd day of each subsequent month) until June 22, 2025 (such period, the “Extension Period”), or portion thereof, that the Company needs to complete an initial business combination.
At the close of business on March 14, 2025, when the redemption window for the Special Meeting ended, there were 44,561 public shares of NorthView Common Stock that had not been redeemed, which would require NorthView to contribute $0.04 per outstanding public share.
As revised, the Sponsor and its designees have now agreed to contribute an amount (the “Revised Contribution Amount”) equal to $30,000 for the entire Extension Period. All funds in the Company’s trust account, including those funds deposited in connection with the Revised Contribution Amount, will be held in an interest-bearing demand deposit account at a bank until the earlier of the consummation of the Company’s initial business combination or liquidation. The Revised Contribution Amount will be deposited in the Company’s trust account promptly at the beginning of the Extension Period.
Waiver of Dissolution Expenses from Trust Account Interest
The Company also announced that is has agreed to waive its right to withdraw up to $100,000 of interest from the Company’s trust account to pay dissolution expenses, should the Company ultimately liquidate prior to a business combination (the “Dissolution Expense Waiver”). As a result, the Company will not be able to withdraw up to $100,000 of interest for such dissolution expenses upon liquidation, and such interest will be held in the trust account and no be released until the earliest to occur of (i) the completion of the initial business combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Company is unable to complete its initial Business Combination within the Extension, and (iii) the redemption of Public Shares in connection with a vote seeking to amend the provisions of our Charter.
Waiver of Tax Withdrawals from Trust Account Interest
The Company also announced that is has agreed to waive its right to withdraw interest from the Company’s trust account to pay the Company’s tax expenses (the “Tax Expense Waiver”). As a result, the Company will not be able to withdraw interest in order to pay future tax expenses, and such interest will be held in the trust account and not be released until the earliest to occur of (i) the completion of the initial business combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Company is unable to complete its initial Business Combination within the Extension, and (iii) the redemption of Public Shares in connection with a vote seeking to amend the provisions of our Charter.
Prior to such announcement, and subsequent to the record date of February 21, 2025, for the Special Meeting, the Company withdrew approximately $23,400 of interest from the trust account for tax expenses. As a result, the current estimate for the per share redemption price from the Company’s trust account is $12.20, prior to any contribution for the Extension Period.
A revised version of Annex A to the proxy statement for the Special Meeting is included as exhibit 99.1 hereto.
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Forward-Looking Statements
This Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the Company’s shareholder approval of the Extension, its inability to complete an initial business combination within the required time period or, and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading “Risk Factors” and in other reports the Company has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the securityholders of the Company in favor of the approval of the Extension Proposal. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Proxy Statement, which may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Extension. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the Extension. Shareholders may obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov. If you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the Special Meeting, you should contact the Company at:
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Proposed Amendment to Annex A to the Proxy Statement to Amend the Amended and Restated Certificate of Incorporation of NorthView Acquisition Corporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORTHVIEW ACQUISITION CORP. | ||
| Date: March 18, 2025 | By: | /s/ Fred Knechtel |
| Name: | Fred Knechtel | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
ANNEX A
PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NORTHVIEW ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
NORTHVIEW ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is NorthView Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on April 19, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on December 17, 2021 (as amended, the “Amended and Restated Certificate of Incorporation”). |
| 2. | This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 3. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). |
| 4. | The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows: |
| (b) | Immediately
after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds
of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration
statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on
June 17, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust
Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement
described in the Registration Statement (the “Trust Agreement”). |
Annex A-1
| 5. | The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows: |
| (d) | In
the event that the Corporation has not consummated an initial Business Combination by March 22, 2025 (which may be extended by the Corporation
|
| 6. | The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows: |
Additional Redemption Rights.
If, in accordance with Section 9.1(a), any amendment is made to this Amended and Restated Certificate (a) to modify the substance
or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial
business combination by March 22, 2025 (which may be extended by the Corporation monthly for up to three additional
months (ultimately until as late as June 22, 2025)) or (b) with respect to any other material provisions of this Amended and Restated
Certificate relating to stockholders’ rights or pre-initial business combination activity, the Public Stockholders shall be provided
with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to
pay its taxes, divided by the number of then outstanding Offering Shares; provided, however, that any such amendment will be voided,
and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.
Annex A-2
IN WITNESS WHEREOF, NorthView Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this ______day of March, 2025.
| NORTHVIEW ACQUISITION CORP. | ||
| By: | ||
| Name: | Jack E. Stover | |
| Title: | Chief Executive Officer | |
Annex A-3