Profusa, Inc 8-K, filed Mar 13, 2023
Profusa, Inc. (PFSA)
8-K
2023-03-13
For: 2023-03-10
View Original
Added on
April 11, 2026
About this 8-K
Profusa, Inc filed this 8-K on March 13, 2023, reporting on events of March 10, 2023.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 10, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification Number) |
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered |
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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 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 10, 2023, NorthView Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Meeting”), at which the Company’s
stockholder of record voted on the proposals set forth below, each of which is described in detail in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2023, which was first mailed by the Company to its
stockholders on or about February 20, 2023.
As of February 6, 2023, the record date for the Meeting, there were 24,168,750 shares of common stock, par value $0.0001 per share (the “Common
Stock”), of the Company issued and outstanding and entitled to vote at the Meeting. A total of 20,448,244 shares of the Common Stock, representing approximately 84.60% of the issued and outstanding shares of the Common Stock, were present in person
by virtual attendance or represented by proxy at the Meeting, constituting a quorum for the Meeting. The final voting results for each proposal submitted to the stockholders of record of the Company at the Special Meeting are included below.
Each of the proposals described below was approved by the Company’s stockholders of record. In connection with the Extension, 18,000,868 shares of the
Company’s common stock were redeemed (the “Redemption”), with 6,167,882 shares of Common Stock remaining outstanding after the Redemption; 974,132 shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with
our initial public offering (the “Public Shares”). Our public stockholders will continue to have the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount on deposit in the trust account as of two business days prior to the vote to approve the consummation of our initial business combination, including interest (which interest shall be net of taxes payable)
divided by the number of then outstanding Public Shares, subject to the limitations described herein.
Following the Redemption, approximately $10.0 million remains on deposit in our trust account.
If we are unable to complete an initial business combination on or before December 22, 2023 (unless the stockholders approve a further amendment to
the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes
payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
1
Set forth below are the final voting results for the proposals:
Proposal 1:
A proposal to approve the amendment of the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business
combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from March 22, 2023, monthly for up to nine additional months at the
election of the Company, ultimately until as late as December 22, 2023.
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For
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Against
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Abstentions
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16,855,656
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3,592,588
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0
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Proposal 2:
A proposal to approve the amendment to the Investment Management Trust Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer &
Company, to authorize the extension subject to Proposal 1 above and its implementation by the Company.
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For
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Against
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Abstentions
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16,855,656
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3,592,588
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0
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Proposal 3:
For the approval the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there
are insufficient votes for, or otherwise in connection with, the approval of Proposals 1 and 2.
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For
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Against
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Abstentions
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17,297,640
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2,411,185
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739,419
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Following the Meeting, the Company filed an amendment to its amended and restated certificate of incorporation
with the State of Delaware, a copy of which is attached as Exhibit 3.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Amendment to Amended and Restated Certificate of Incorporation of NorthView Acquisition Corp., dated March 10, 2023
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Form of Amendment to the Investment Management Trust Agreement
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104
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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.
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NORTHVIEW ACQUISITION CORP.
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Date: March 13, 2023
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By:
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/s/ Jack Stover
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Name:
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Jack Stover
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Title:
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Chief Executive Officer
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3
Exhibit 3.1
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:
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1.
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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 (the “Amended and Restated Certificate of Incorporation”).
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2.
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This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of
Incorporation of the Corporation.
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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”).
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4.
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The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:
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(b)
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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”). Except for the withdrawal of interest to pay taxes (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest
earned on the funds held in the Trust Account) will be released from the Trust Account 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 Corporation is unable to complete its initial Business Combination within 15 months from the closing of the Offering (or, if the Office of the Delaware Division of Corporations shall not be open for business (including
filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open), which may be extended by the Corporation monthly for up to nine additional months (ultimately until
as late as December 22, 2023) in the sole discretion of the Corporation by the Corporation causing the lesser of (A) $75,000 or (B) $0.05 for each Offering Share remaining outstanding, to be contributed into the Trust Account for each
of the nine subsequent calendar months commencing on March 22, 2023, needed by the Corporation to complete an initial business combination (the “Deadline
Date”)) and (iii) the redemption of shares in connection with a vote seeking to amend such provisions of this Amended and Restated Certificate as described in Section 9.7. Holders of shares of Common Stock included as part of
the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the
secondary market following the Offering and whether or not such holders are NorthView Sponsor I, LLC (the “Sponsor”), or officers or directors of
the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
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5.
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The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows:
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(d)
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In the event that the Corporation has not consummated an initial Business Combination within 15 months from the Closing of
the Offering (which may be extended by the Corporation monthly for up to nine additional months (ultimately until as late as December 22, 2023) in the sole discretion of the Corporation pursuant to Section 9.1(b)) the Corporation shall
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in
consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its
taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to
receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance
with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
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6.
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The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows:
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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 within 15 months from the closing of the Offering (which may be extended by the Corporation monthly for up to nine additional months (ultimately
until as late as December 22, 2023)) 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.
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 10th day of March, 2023.
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NORTHVIEW ACQUISITION CORP.
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By:
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/s/ Jack Stover
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Name:
Title: |
Jack E. Stover
Chief Executive Officer |
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Exhibit 10.1
FORM OF AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 1 (this “Amendment”), dated as of [ ], 2023, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and
between NorthView Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into the Trust Agreement on December 20, 2021;
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described
therein;
WHEREAS, at a special meeting of the Company held on [ ], 2023, the Company’s stockholders approved (i) a proposal to amend the Company’s Amended and
Restated Certificate of Incorporation (the “A&R COI”) to authorize the Company to extend the date of March 22, 2023, up to nine times for an additional one (1) month each time (ultimately until as late as December 22, 2023) by which the Company
must (a) consummate a merger, capital stock exchange, asset, stock purchase, reorganization or other similar business combination, which we refer to as our initial business combination, or (b) cease its operations except for the purpose of winding up
if it fails to complete such initial business combination, and redeem all of the shares of common stock of the Company included as part of the units sold in the Company’s initial public offering that was consummated on December 22, 2021, and (ii) a
proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company; and
NOW THEREFORE, IT IS AGREED:
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1.
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Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
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“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with,
the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer, President, Secretary or Chairman of the board of
directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay
its taxes, only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) March 22, 2023, or as late as December 22, 2023, if the Company’s Board of Directors extends the time to
complete the Business Combination up to nine times for an additional one (1) month each time (for a maximum of nine one-month extensions), upon the deposit into the Trust Account of the lesser of (A) $75,000 or (B) $0.05 for each outstanding public
share by the Sponsor or its designees on or prior to March 22, 2023 or such other date as may be extended, and (ii) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of
incorporation (the latest of the foregoing, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
B hereto and distributed to the Public Stockholders as of the Last Date, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the
procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay
its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date. It is acknowledged and agreed that there should be no reduction in
the principal amount per share initially deposited in the Trust Account;”
B-1
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2.
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Exhibit B of the Trust Agreement is hereby amended and restated in its entirety as follows:
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[Letterhead of Company]
[Date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, N.Y. 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account - Termination Letter
Ladies & Gentlemen:
Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between NorthView Acquisition Corp. (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of December 20, 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended
and Restated Certificate of Incorporation, as amended. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total
proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [ ](1) as the record date for the purpose of determining when the Public Stockholders will be
entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with
the terms of the Trust Agreement and the amended and restated certificate of incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust
Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.
(1) March 22, 2023 (which may be extended by the Corporation monthly for up to nine additional months (ultimately until as late as December 22, 2023)).
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Very truly yours,
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NORTHVIEW ACQUISITION CORP.
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By:
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Name:
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Title:
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cc: I-Bankers Securities, Inc. & Dawson James Securities, Inc.
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3.
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All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
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4.
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This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and
the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
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5.
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This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(d) of
the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
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6.
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This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
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B-2
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Trust Agreement as of the date
first written above.
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CONTINENTAL STOCK TRANSFER
& TRUST COMPANY, as Trustee
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By:
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[ ]
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NORTHVIEW ACQUISITION CORP.
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By:
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[ ],
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Chief Executive Officer
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