Profusa, Inc 8-K, filed Mar 14, 2024
Profusa, Inc. (PFSA)
About this 8-K
Profusa, Inc filed this 8-K on March 14, 2024, reporting on events of March 4, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on November 7, 2022, NorthView Acquisition Corp., a Delaware corporation (“NorthView”), entered into an Merger Agreement and Plan of Reorganization (as amended by Amendment No. 1 to the Merger Agreement, dated September 12, 2023, Amendment No. 2, dated January 12, 2024, and as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among NorthView and Infrared Cameras Holdings, Inc., a Delaware corporation (“Profusa”), and NV Profusa Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of NorthView (“Merger Sub”). Upon consummation of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into Profusa (the “Merger”) with Profusa surviving the Merger as a wholly-owned subsidiary of NorthView. The transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.”
On March 4, 2024, the parties to the Merger Agreement entered into Amendment No. 3 to the Merger Agreement (the “Amendment”) pursuant to which the parties agreed to revise the definition of Company Reference Value (as defined in the Merger Agreement) to adjust for financing proceeds and debt conversions that could be received by Profusa prior to the Business Combination.
The foregoing descriptions of the Merger Agreement and the Amendment are not complete and are subject to and qualified in their entirety by reference to the Merger Agreement and the Amendment, copies of which are filed with this Current Report on Form 8-K as Exhibits 2.1 and 2.2, respectively, and the terms of which are incorporated by reference herein.
Additional Information and Where to Find It
This Current Report relates to a proposed business combination transaction among NorthView and Profusa pursuant to which Profusa would become a wholly-owned subsidiary of NorthView, and NorthView would be renamed Profusa, Inc. In connection with the proposed transaction, NorthView filed an initial registration statement/proxy statement on Form S-4 with the SEC on January 25, 2023 (as amended, the “proxy statement/prospectus”) that will also constitute a prospectus of NorthView with respect to the NorthView Common Stock to be issued in the proposed transaction. The definitive proxy statement/prospectus (if and when available) will be delivered to NorthView’s stockholders. NorthView may also file other relevant documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF BREEZE ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the proxy statement/prospectus (if and when available) and other documents that are filed or will be filed with the SEC by NorthView through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by NorthView will be available free of charge at NorthView Acquisition Corp., 207 West 25th St, 9th Floor, New York, NY 10001, attention: Fred Knechtel.
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Participants in the Solicitation
NorthView and its directors and executive officers are participants in the solicitation of proxies from the stockholders of NorthView in respect of the proposed transaction. Information about NorthView’s directors and executive officers and their ownership of NorthView Common Stock is set forth in NorthView’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 26, 2024. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available. You may obtain free copies of these documents as described in the preceding paragraph.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements, including, among other things, statements regarding the anticipated benefits of the proposed transaction, the combined company becoming a publicly listed company, the anticipated impact of the proposed transaction on the combined companies’ business and future financial and operating results, the anticipated timing of closing of the proposed transaction, the success and customer acceptance of Profusa’s product and service offerings, and other aspects of Profusa’s operations or operating results. Words such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,” “target,” “project,” and similar phrases that denote future expectations or intent regarding the combined company’s financial results, operations, and other matters are intended to identify forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including projections of market opportunity and market share, the capability of Profusa’s business plans including its plans to expand, the sources and uses of cash from the proposed transaction, the anticipated enterprise value of the combined company following the consummation of the proposed transaction, any benefits of Profusa’s partnerships, strategies or plans as they relate to the proposed transaction, anticipated benefits of the proposed transaction and expectations related to the terms and timing of the proposed transaction are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Although each of NorthView and Profusa believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of NorthView and Profusa caution you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form S-4 relating to the proposed transaction, which is expected to be filed by NorthView with the SEC and other documents filed by NorthView or Profusa from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Neither NorthView nor Profusa can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the business combination due to the failure to obtain approval from NorthView’s stockholders or satisfy other closing conditions in the Merger Agreement, the occurrence of any event that could give rise to the termination of the Merger Agreement, the ability to recognize the anticipated benefits of the business combination, the amount of redemption requests made by NorthView’s public stockholders, costs related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the final prospectus for NorthView’s initial public offering filed with the SEC on December 22, 2021 and in its subsequent annual and quarterly reports on Forms 10-K and 10-Q, respectively, and other filings with the SEC. There may be additional risks that neither NorthView nor Profusa presently know or that NorthView and Profusa currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by NorthView, Profusa, their respective directors, officers or employees or any other person that NorthView and Profusa will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this current report represent the views of NorthView and Profusa as of the date of this filing. Subsequent events and developments may cause those views to change. However, while NorthView and Profusa may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of NorthView or Profusa as of any date subsequent to the date of this communication.
No Offer or Solicitation
This Current Report is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or to buy any securities or a solicitation of any vote or approval and is not a substitute for the proxy statement/prospectus or any other document that NorthView may file with the SEC or send to NorthView’s or Profusa’s stockholders in connection with the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1† | Merger Agreement and Plan of Reorganization, dated as of November 7, 2022, by and among NorthView, NV Profusa Merger Sub, Inc. and Profusa, Inc. (incorporated by reference to Exhibit 2.1 to NorthView’s Current Report on Form 8-K, filed with the SEC on November 10, 2022). | |
| 2.2 | Amendment No. 3 to Merger Agreement, dated March 4, 2024, by and among NorthView, Profusa and Merger Sub | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
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SIGNATURE
Pursuant to the requirements of the Securities and 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. | ||
| Dated: March 14, 2024 | By: | /s/ Fred Knechtel |
| Name: | Fred Knechtel | |
| Title: | Chief Financial Officer | |
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Exhibit 2.2
AMENDMENT
NO. 3 TO MERGER AGREEMENT AND PLAN OF
REORGANIZATION
March 4, 2024
THIS AMENDMENT No. 3 to the Merger Agreement and Plan of Reorganization, dated as of November 7, 2022 (as amended by Amendment No. 1 to the Merger Agreement and Plan of Reorganization, dated September 12, 2023, and by Amendment No. 2 to the Merger Agreement and Plan of Reorganization, dated January 12, 2024, and as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among NorthView Acquisition Corp., a Delaware corporation (“Parent”), NV Profusa Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Profusa, Inc., a California corporation (the “Company”), is effective as of the date first written above (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
WHEREAS, Section 9.03 of the Merger Agreement provides that the Merger Agreement may be amended only by a written agreement executed by each of the parties thereto;
WHEREAS, Parent and the Company desire to amend the Merger Agreement as set forth in this Amendment; and
WHEREAS, the respective board of directors of each of Parent and the Company have each approved this Amendment.
In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment.
| a) | Section 1.01 of the Merger Agreement is hereby amended as follows: |
(i) The following definition is hereby amended and restated in its entirety as follows:
“Company Reference Value” means a dollar amount equal to (i) the sum of the Company Equity Value, plus (ii) the Aggregate Exercise Price, plus (iii) the Private Placement Value, minus (iv) the Aggregate Company Incentive Amount.
(ii) The following definitions are hereby added as follows:
“Company Private Placement Financing” means the dollar amount of funds received by the Company after March 4, 2024, in exchange for the issuance of Company Securities.
“Private Placement Value” means the product of (i) any Company Private Placement Financing, multiplied by the quotient of (ii) (A) the Parent Per Share Value divided by (B) two (2).
2. No Other Amendments, etc. Except as provided in this Amendment, the Merger Agreement shall remain unmodified and in full force and effect, and the execution of this Amendment is not a waiver by the Company or Parent of any of the terms or provisions of the Merger Agreement and each party reserves any and all other rights and remedies available to it under the Merger Agreement. All reference in and to the Merger Agreement (including any annexes, exhibits or schedules thereto) shall be deemed to be references to the Merger Agreement as amended by this Amendment.
3. Governing Law. This Amendment and the legal relations among the Parties with respect to this Amendment will be governed by and construed in accordance with the provisions contained in Section 9.03 of the Merger Agreement.
4. Counterparts. This Amendment may be executed by signatures exchanged via facsimile or other electronic means and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| Parent: | |||
| NORTHVIEW ACQUISITION CORP. | |||
| By: | /s/ Fred Knechtel | ||
| Name: | Fred Knechtel | ||
| Title: | CFO and Co-Founder | ||
| Merger Sub: | |||
| NV PROFUSA MERGER SUB, INC. | |||
| By: | /s/ Fred Knechtel | ||
| Name: | Fred Knechtel | ||
| Title: | Officer | ||
[Signature Page to Amendment to Merger Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| Company: | |||
| PROFUSA, INC. | |||
| By: | /s/ Ben Hwang | ||
| Name: | Ben Hwang | ||
| Title: | CEO | ||
[Signature Page to Amendment to Merger Agreement]