Profusa, Inc PRE 14A, filed Feb 28, 2024

Profusa, Inc. (PFSA)

PRE 14A 2024-02-28 For: 2024-02-27

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Added on October 15, 2026

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Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

☒		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to Section 240.14a-12

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

• Jack Stover		• Lauren Chung
• Fred Knechtel		• Ed Johnson
• Peter O’Rourke

[ ], 2024				By Order of the Board of Directors
				[ ]
				Chief Executive Officer

		Page
PROXY STATEMENT		1
GENERAL INFORMATION
PROPOSAL 1: ELECTION OF DIRECTORS		15
Nominees for Election as Directors		15
Qualifications of 2024 Director Nominees and Continuing Directors		15
Executive Officers Who are Not Serving as Directors		16
Corporate Governance and Board Matters		17
Director Qualifications
Director Independence		17
Insider Trading Policy		17
Hedging and Pledging Policy		17
Leadership Structure		17
Code of Ethics		18
Compensation Committee Interlocks and Insider Participation		18
Risk Management and Oversight		18
Stockholder Communications and Annual Meeting Attendance		18
Committees of the Board of Directors		18
Selecting and Nominating Director Candidates
Board and Committee Meetings		21
REPORT OF THE AUDIT COMMITTEE		22
ANNUAL REPORT TO STOCKHOLDERS		23
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		24
Policies and Procedures for Related Party Transactions		24
DELINQUENT SECTION 16(A) REPORTS		26
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF MARCUM LLP		27
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		27
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023		27
BENEFICIAL OWNERSHIP OF COMMON STOCK
Securities Authorized for Issuance under Equity Compensation Plans
Compensation of Non-Employee Directors
EXECUTIVE COMPENSATION
Summary Compensation Table
Narrative Disclosure to Summary Compensation Table
Executive Agreements
2019 Stock Plan
Outstanding Equity Awards
Director Compensation
Audit Fees and Services		27
Audit Fees		27
Audit-Related Fees		27
Tax Fees		27
All Other Fees		27
Audit Committee Pre-Approval Policies and Procedures		28
PROPOSAL 3: EXTENSION PROPOSAL		29
PROPOSAL 4: TRUST AMENDMENT PROPOSAL		40
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2025 ANNUAL MEETING		41
Stockholder Proposals		41
Director Nominations		41
OTHER BUSINESS
STOCKHOLDERS SHARING THE SAME ADDRESS

Why am I receiving this Proxy Statement?	The purpose of the Proposals, is to elect directors, approve the Company’s auditor, and allow us additional time to complete the Business Combination pursuant to that certain Merger by and among NorthView, Merger Sub, and Profusa.
What is being voted on?	You are being asked to vote on: • The election of five director nominees to the Board to serve for a one-year term ending at the 2025 Annual Meeting of Stockholders or until their successor is duly elected and qualified. Our director nominees are:
	• Jack Stover	• Lauren Chung
	• Fred Knechtel	• Ed Johnson
	• Peter O’Rourke
	• a proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; • a proposal to amend our charter to extend the date by which we have to consummate a business combination from March 22, 2024, monthly for up to six additional months at the election of the Company and only upon contribution of $0.05 per month outstanding public share, ultimately until as late as September 22, 2024 (the “Extension”, and such extension date the “Extended Date”); and • a proposal to approve an amendment to the Trust Agreement.
Why is the Company proposing the Extension Proposal and the Trust Amendment Proposal?	The purpose of the Extension Proposal and the Trust Amendment Proposal is to allow us additional time to complete a business combination. However, even if the Extension Proposal and the Trust Amendment Proposal are approved, there is no assurance that the Company will be able to consummate a business combination, given the actions that must occur prior to closing of a business combination.
	The Company believes that given its expenditure of time, effort and money on finding a business combination, circumstances warrant providing public stockholders an opportunity to consider a business combination. Accordingly, the Board is proposing the Extension Proposal and the Trust Amendment Proposal to amend our charter in the form set forth in Annex A hereto and to amend the Investment Management Trust Agreement in the form set forth in Annex B hereto, respectively, to extend the date by which we must (i) consummate a business combination, (ii) cease our operations if we fail to complete such business combination, and (iii) redeem or repurchase 100% of our common stock included as part of the units sold in our IPO from March 22, 2024 for up to six additional months at the election of the Company, ultimately until as late as September 22, 2024.

		You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the business combination, you will retain the right to vote on the business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the business combination is approved and completed. You will also be entitled to receive your share of the funds in the Trust Account if we have not consummated a business combination by the Extended Date.
Why should I vote “FOR” the Extension Proposal and the Trust Amendment Proposal?		Our Board believes that our stockholders should have an opportunity to consider a business combination. Accordingly, the Extension is intended to give our stockholders that opportunity, and to give the Company the opportunity to complete a business combination.
		Moreover, voting FOR the Extension Proposal or FOR the Trust Amendment Proposal will not affect your right to seek redemption of your public shares in connection with the vote to approve the business combination. Our charter provides that if our stockholders approve an amendment to our charter that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our business combination on or before March 22, 2024, we will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon such approval 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), divided by the number of then outstanding public shares. We believe that this charter provision was included to protect our stockholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated by the charter.
		Our Board recommends that you vote in favor of both the Extension Proposal and the Trust Amendment Proposal.
		If the Extension Proposal and the Trust Amendment Proposal are approved and the Extension is implemented, we will, pursuant to the Trust Agreement, remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed public shares their portions of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating a business combination on or before the Extended Date. The removal of the Withdrawal Amount from the Trust Account in connection with the redemption of public shares will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension is implemented, and the amount remaining in the Trust Account may be only a small fraction of the approximately $[ ] million that was in the Trust Account as of February [ ], 2024. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

		We will not proceed with the Extension Amendment if redemptions of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Proposal.
		If the Extension Proposal or is not approved and we have not consummated the business combination by March 22, 2024, 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 subject to lawfully available funds therefor, redeem 100% of the public shares of common stock 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 (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares of common stock, which redemption will completely extinguish rights of 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 Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
Would I still be able to exercise my redemption rights if I vote “AGAINST” the business combination?		Yes. Unless you elect to redeem your public shares in connection with the Extension, you will be able to vote on any business combination when it is submitted to stockholders if you are a stockholder on the record date for a meeting to seek stockholder approval of the business combination. You will retain your right to redeem your public shares upon consummation of the business combination in connection with the stockholder vote to approve the business combination, subject to any limitations set forth in our charter.
How do I redeem my shares of common stock in connection with the Extension Proposal?		In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern Time on March 19, 2024 (two business days before the Annual Meeting), tender your shares electronically or physically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:
		Continental Stock Transfer & Trust Company 1 State Street Plaza, 30th Floor New York, New York 10004 Attn: SPAC Redemption Team E-mail: spacredemptions@continentalstock.com
		The redemption rights include the requirement that a stockholder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address in order to validly redeem its public shares.
When would the Board abandon the Extension Proposal?		Our Board will abandon the Extension if our stockholders do not approve the Extension Proposal. In addition, notwithstanding stockholder approval of the Extension Proposal, our Board will retain the right to abandon and not implement the Extension at any time without any further action by our stockholders.

When would the Board abandon the Extension Proposal?		Our Board will abandon the Extension Amendment if our stockholders do not approve the Extension Proposal. In addition, notwithstanding stockholder approval of the Extension Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.
How do the Company insiders intend to vote their shares?		All of our directors, executive officers and their respective affiliates have agreed to vote all shares of common stock over which they have voting control (including any public shares owned by them) in favor of the Extension Proposal. Currently, our Sponsor, our officers and directors, and own 5,193,750 shares, including 4,743,750 Founder Shares and 450,000 Representative Shares, representing approximately 78.7% of our issued and outstanding shares of common stock. Our Sponsor and our directors, executive officers and their affiliates do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Proposal.
What is the quorum for the meeting?		As of the record date, [____] shares of common stock were issued and outstanding. The holders of a majority in voting power of the issued and outstanding shares entitled to vote at the Annual Meeting, present or represented by proxy, constitutes a quorum for the purpose of adopting proposals at the Annual Meeting. If you submit a properly executed proxy, then you will be considered part of the quorum.
What vote is required to adopt the proposals?		Directors are elected by a plurality of the votes cast at the Annual Meeting. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” are elected as directors. As a result, any shares not voted “FOR” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. Votes of “WITHHOLD” and broker non-votes have no legal effect on the election of directors due to the fact that such elections are by a plurality. Abstentions will have no effect on the outcome of this proposal. Broker non-votes will have no effect on the outcome of this proposal.
		The vote of the holders of at least the majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting is necessary to ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Abstentions and broker non-votes will have no effect on the outcome of this proposal.
		The Extension Proposal must be approved by the affirmative vote of at least 65% of the shares of our common stock outstanding as of the record date, including the Founder Shares. Accordingly, a Company stockholder’s failure to vote by proxy or online at the Annual Meeting or an abstention with respect to the Extension Proposal will have the same effect as a vote “AGAINST” such proposal.

		The Trust Amendment Proposal must be approved by the affirmative vote of at least 65% of the shares of our common stock outstanding as of the record date, including the Founder Shares. Accordingly, a Company stockholder’s failure to vote by proxy or online at the Annual Meeting or an abstention with respect to the Trust Amendment Proposal will have the same effect as a vote “AGAINST” such proposal.
What if I don’t want to vote “FOR” the Extension Proposal Proposal?		If you do not want the Extension Proposal to be approved, you must abstain, not vote, or vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with the Extension Proposal whether or not you vote on the Extension Proposal so long as you make a timely election to redeem your public shares as described under “How do I redeem my shares of common stock in connection with the Extension Proposal?” If the Extension Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders.
What happens if the Extension Proposal is not approved?		Our Board will abandon the Extension if our stockholders do not approve the Extension Proposal.
		If the Extension Proposal is not approved and we have not consummated the business combination by March 22, 2024, 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 subject to lawfully available funds therefor, redeem 100% of the public shares of common stock 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 (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares of common stock, which redemption will completely extinguish rights of 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 Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
		There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsor, officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares and warrants.

If the Extension is approved, what happens next?		We are seeking the Extension to provide us time to complete the business combination. Our efforts to complete the business combination will involve: • completing proxy materials; • establishing a meeting date and record date for considering the business combination, and distributing proxy materials to stockholders; and • holding a special meeting of stockholders to consider the business combination.
		We are seeking approval of the Extension Proposal and the Trust Amendment Proposal because we will not be able to complete all of the tasks listed above prior to March 22, 2024. If the Extension Proposal and the Trust Amendment Proposal are approved, we expect to seek stockholder approval of a business combination at a later date.
		Upon approval of the Extension Proposal and the Trust Amendment Proposal by holders of at least 65% of the common stock outstanding as of the record date, we will file an amendment to the charter with the Secretary of State of the State of Delaware in the form set forth in Annex A hereto. We will remain a reporting company under the Exchange Act and our common stock, public warrants will remain publicly traded.
		We cannot predict the amount that will remain in the Trust Account following the redemption if the Extension Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $[ ] million that was in the Trust Account as of the Record Date. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
		If the Extension Proposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of our common stock held by our Sponsor, our directors and our officers as a result of their ownership of the Founder Shares.
		Notwithstanding stockholder approval of the Extension Proposal, our Board will retain the right to abandon and not implement the Extension at any time without any further action by our stockholders.
What happens to the Company’s warrants if the Extension Proposal is not approved?		If the Extension Proposal is not approved and we have not consummated the business combination by March 22, 2024, there will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up.

What happens to the Company’s warrants if the Extension Proposal is approved?		If the Extension Proposal is approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate a business combination until the Extended Date. The public warrants will remain outstanding and only become exercisable 30 days after the completion of a business combination, provided there is an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis).
How do I attend the meeting?		As a registered shareholder, you received a Proxy Card from ClearTrust LLC. The form contains instructions on how to attend the virtual Annual Meeting including the dial-in. [You will need your sixteen digit control number for access.] If you do not have your control number, contact NorthView at the phone number provided above.
		The meeting website will be available for access 15 minutes prior to the start of the Annual Meeting.
		Beneficial investors, who own their investments through a bank or broker, will need to contact their bank or broker to receive their sixteen digit control number. If you plan to vote at the meeting you will need to have a legal proxy from your bank or broker.
How do I change or revoke my vote?		You may change your vote by timely submitting a proxy with new voting instructions online or by telephone or by timely delivering a later-dated, signed proxy card so that it is received prior to the Annual Meeting, or by attending the Annual Meeting online and voting. You also may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Annual Meeting.
If my shares are held in “street name,” will my broker automatically vote them for me?		No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders at the Annual Meeting, other than Proposal 2, will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name”, you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.
Who can vote at the Annual Meeting?		Only holders of record of our common stock at the close of business on February [ ], 2024, are entitled to have their vote counted at the Annual Meeting and any adjournments or postponements thereof. On this record date, 6,027,219 shares of our common stock were outstanding and entitled to vote.

		Stockholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting online, we urge you to submit your proxy vote either online, by telephone, or by filling out and returning the enclosed proxy card to ensure your vote is counted.
		Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting if your bank or broker provides you with a sixteen digit control number.
Does the Board recommend voting for the approval of the proposals?		Yes. The Board recommends that our stockholders vote “FOR” each of the director nominees and “FOR” the remaining proposals.
What interests do the Company’s Sponsor, directors and officers, and the Representative have in the approval of the proposals?		Our Sponsor, directors and officers, and the Representatives have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of 4,743,750 Founder Shares, which unlike public shares have no redemption rights, and 450,000 Representative Shares, which unlike public shares have no redemption rights. These Founder Shares, warrants, and Representative Shares would expire worthless if a business combination is not consummated. See the section entitled “PROPOSAL 3 — THE EXTENSION PROPOSAL — Interests of our Sponsor, Directors and Officers”.
Do I have appraisal rights?		Our stockholders do not have appraisal rights in connection with any of the proposals under the DGCL.
What do I need to do now?		We urge you to read carefully and consider the information contained in this Proxy Statement, including the annex, and to consider how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card.
How do I vote?		If you are a holder of record of our common stock, you may vote online at the Annual Meeting or by submitting a proxy for the Annual Meeting. Whether or not you plan to attend the Annual Meeting online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Annual Meeting and vote online if you have already voted by proxy.
		If your shares of our common stock are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting if your bank or broker provides you with a sixteen digit control number.

What should I do if I receive more than one set of voting materials?		You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Company shares.
Who is paying for this proxy solicitation?		The Company will bear the cost of preparing, printing and mailing the materials in connection with this solicitation of proxies. In addition to mailing these materials, officers and regular employees of the Company may, without being additionally compensated, solicit proxies personally and by mail, telephone, facsimile or electronic communication. The Company has not engaged a proxy solicitor for this Annual Meeting.
Who can help answer my questions?		If you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact the Company at (212) 494-9022.
		You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information”.

Jack Stover Age: 69 Director Since: 2021 Committees: None		Jack Stover has served as our Chief Executive Officer and director since inception. From June 2016 to November 2020, Mr. Stover served as president and chief executive officer of Interpace Biosciences, Inc., a publicly-traded small cap life sciences company providing complex molecular analysis for the early diagnosis and treatment of cancer and supporting the development of targeted therapeutics. From December 2015 until June 2016, Mr. Stover served as interim president and chief executive officer of Interpace Biosciences, Inc. Mr. Stover on the board of directors of Interpace Biosciences, Inc. from August 2005 until November 2020, and was chairman of the audit committee from August 2005 until December 2015. From June 2016 to December 2016, Mr. Stover was chairman of the audit committee and a member of the board of directors of Viatar CTC Solutions, Inc. From 2004 to 2008, he served as chief executive officer, president and director of Antares Pharma, Inc., a publicly held specialty pharmaceutical company (current market cap of approximately $700 million) then listed on the American Stock Exchange. In addition to other relevant experience, Mr. Stover was also formerly a partner with PricewaterhouseCoopers (then Coopers and Lybrand), working in the bioscience industry division in New Jersey. Mr. Stover received his B.A. in Accounting from Lehigh University and is a Certified Public Accountant. We believe that Mr. Stover is well-qualified to serve as a director of our company based on Mr. Stover’s experience holding senior leadership positions in the life sciences industry, and his specific experience and skills in the areas of general operations, financial operations and administration.
Fred Knechtel Age: 63 Director Since: 2021 Committees: None		Fred Knechtel has served as our Chief Financial Officer and director since inception. From August 2022 to August 2023, Mr. Knechtel served as chief financial officer of DiamiR Biosciences. From January 2020 to January 2021, Mr. Knechtel served as chief financial officer of Interpace Biosciences, Inc. From June 2018 to December 2018, Mr. Knechtel served as chief financial officer of GENEWIZ, Inc. From November 2014 to November 2017, Mr. Knechtel served as group chief financial officer of Sims Metal Management. From November 2009 to October 2014, Mr. Knechtel served as chief financial officer of Remy International, Inc. Mr. Knechtel received a Bachelor of Engineering from Stony Brook University and a M.B.A in Finance from Hofstra University. We believe that Mr. Knechtel is well-qualified to serve as a director of our company based on Mr. Knechtel’s experience holding high level executive positions in the life sciences industry, and his financial and accounting experience.

Peter O’Rourke Age: 76 Director Since: 2021 (Chair) Committees: • Audit • Compensation • Nominating and Governance		Peter O’Rourke has served as our chairman of the board since the effective date of our initial public offering. Since December 2018, Mr. O’Rourke has served as Managing Partner at TCI Partners, a consulting firm focused on healthcare, aerospace and the public sector. From November 2020-August 2022, Mr. O’Rourke was President and Director for Western Magnesium, where he created the U.S. operations strategy and team during the successful technology pilot phase of the company, and led enterprise and defense business development, government affairs, and communications. From January 2017 to December 2018, Mr. O’Rourke served as the Acting Secretary and Chief of Staff of the Department of Veteran Affairs. From May 2015 to July 2016, Mr. O’Rourke served as a principal of Calibre Systems, Inc., a consulting firm. Mr. O’Rourke also served in both the U.S. Navy and Air Force. Mr. O’Rourke served as Director for AXIM Biotechnologies from July 2020 to present. AXIM is a vertically integrated research and development company focused on improving the landscape for the diagnosis of ophthalmological conditions such as Dry Eye Disease (DED) through rapid diagnostic tests. Mr. O’Rourke received a Bachelor of Arts in Political Science from the University of Tennessee in Knoxville as well as a Master of Science in Logistics and Supply Chain Management from the United States Air Force’s Institute of Technology. We believe that Mr. O’Rourke is well-qualified to serve as a director of our company based on Mr. O’Rourke’s leadership and consulting experience in the healthcare industry.
Ed Johnson Age: 62 Director Since: 2021 Committees: • Audit • Compensation (Chair) • Nominating and Governance		Ed Johnson has served as a director since the effective date of our initial public offering. Since March 2020, Mr. Johnson has served as the chief executive officer of iONEBIOUSA Molecular COVID-19 Technologies, which he founded. Since March 2018, Mr. Johnson has served as chief executive officer of Johnson Global Ventures, LLC. Since March 2018, Mr. Johnson has served on the Advisory Board to Advantage Capital Partners. Mr. Johnson received a Bachelor of Science in Marketing from Florida State University and a M.B.A. from Nova Southeastern University. We believe that Mr. Johnson is well-qualified to serve as a director of our company based on Mr. Johnson’s healthcare focused experience.

Lauren Chung Age: 48 Director Since: 2021 Committees: • Audit (Chair) • Compensation • Nominating and Governance (Chair)		Lauren Chung has served as a director since the effective date of our initial public offering. Since November 2019, Dr. Chung has served as chief executive officer of MINLEIGH LLC, identifying, evaluating and partnering with companies for investments and strategic, operational, and commercial opportunities, and venture partner at Yozma Group. From May 2017 to November 2019, Dr. Chung was an Equity Research Managing Director at WestPark Capital. From August 2016 to April 2017, Dr. Chung as in equity research at Maxim Group. Previously, Dr. Chung founded and served as chief operating officer and chief compliance officer of Tokum Capital Management, a global healthcare investment fund. Prior to that, she managed healthcare investment portfolios at institutional investment firms. Dr. Chung serves as director of Todos Medical Ltd. Dr. Chung previously served as director of Cure Pharmaceutical Holding Corp from August 2019 until November 2021, UltraSight, Inc from December 2020 to December 2021, and AdiTxt, Inc. from June 2021 until December 2021. Dr. Chung holds a Ph.D. in Neuropathology from Columbia University-College of Physicians & Surgeons, an M.B.A from Columbia Business School, and a BA with honors in Biochemistry and Economics from Wellesley College. We believe that Dr. Chung is well-qualified to serve as a director of our company based on Dr. Chung’s extensive corporate board and investment analysis experience.

Board Diversity Matrix (As of February 26, 2024)
Total Number of Directors	5
	Male	Female
Gender
Directors	[ ]	[ ]
Number of Directors who identify in Any of the Categories Below:
[ ]	[ ]	[ ]

NORTHVIEW ACQUISITION CORP.
By:
Name:		Jack E. Stover
Title:		Chief Executive Officer

Audit Committee
Members: • Lauren Chung (Chair) • Ed Johnson • Peter O’Rourke	Key Oversight Responsibilities:
	• the appointment, compensation, retention, replacement, and oversight of the work of the independent registered accounting firm and any other independent registered public accounting firm engaged by us;
Meetings in fiscal 2023: [ ] ✔ All members of the Audit Committee are independent ✔ Dr. Chung is considered an “audit committee financial expert” with accounting or related financial management expertise in accordance with the U.S. Securities and Exchange Commission’s (“SEC”) rules and regulations and NASDAQ rules	• pre-approving all audit and non-audit services to be provided by the independent registered accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • reviewing and discussing with the independent registered accounting firm all relationships the auditors have with us in order to evaluate their continued independence; • setting clear hiring policies for employees or former employees of the independent registered accounting firm; • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; • obtaining and reviewing a report, at least annually, from the independent registered accounting firm describing (i) the independent registered accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and • reviewing with management, the independent registered accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Audit Committee
By:		Lauren Chung (Chair)
		Ed Johnson
		Peter O’Rourke

	2023		2022
Audit Fees	$	210,752	128,750
Audit-related fees		—	—
Tax fees		—	—
All other fees		—	—
TOTAL	$	210,752	128,750

	Common Stock
Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned(2)	Approximate Percentage of Outstanding Common Stock(3)
Jack Stover(5)	4,743,750	78.71	%
Fred Knechtel(4)	4,743,750	78.71	%
Peter O’Rourke(5)	—	—
Ed Johnson(5)	—	—
Lauren Chung(5)	—	—
All directors and executive officers as a group (5 individuals)	4,743,750	78.71	%


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