Profusa, Inc 8-K, filed Jan 20, 2022
Profusa, Inc. (PFSA)
About this 8-K
Profusa, Inc filed this 8-K on January 20, 2022, reporting on events of January 19, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 19, 2022
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 No.) | (I.R.S. Employer Identification No.) |
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)
(Former name or former address, if changed from last report)
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):
| ☐ | 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-14(c)). |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol (s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of common stock, $0.0001 par value, one right, and one-half of one redeemable warrant | NVACU | The NASDAQ Stock Market LLC | ||
| 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 |
Item 8.01. Other Events.
On January 19, 2022, NorthView Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that, on January 21, 2022, the Company’s units will no longer trade, and that the Company’s common stock, rights and redeemable warrants, which together comprise the units will commence trading separately. The common stock, rights and warrants will be listed on the Nasdaq Global Market and trade with the ticker symbols “NVAC,” “NVACR” and “NVACW”, respectively. This is a mandatory and automatic separation, and no action is required by the holders of units.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release dated January 19, 2022 |
1
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. | ||
| By: | /s/ Jack Stover | |
| Jack Stover | ||
| Chief Executive Officer | ||
Dated: January 20, 2022
2
Exhibit 99.1
NorthView Acquisition Corp. Announces Upcoming Automatic Unit Separation
New York, New York, January 19, 2022 – NorthView Acquisition Corp. (NASDAQ: NVACU) (the “Company”) announced today that, on January 21, 2022, the Company’s units will no longer trade, and that the Company’s common stock, rights and redeemable warrants, which together comprise the units will commence trading separately. The common stock, rights and warrants will be listed on the Nasdaq Global Market and trade with the ticker symbols “NVAC,” “NVACR,” and “NVACW”, respectively. This is a mandatory and automatic separation, and no action is required by the holders of units.
Each unit consists of one share of common stock, one right and one-half of one redeemable warrant. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial business combination. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. In the separation, unit owners will receive the number of shares of common stock, rights and redeemable warrants underlying such units; however, no fractional warrants will be issued. Any holder of units whose ownership includes a fractional number of underlying warrants, will be issued a number of warrants that is rounded down to the nearest whole number. Accordingly, any owner of units that does not own a multiple of two units will lose one-half of a warrant upon separation.
Purchases of units that are made after market close on January 19, 2022, may not settle prior to the unit separation date and, accordingly, the number of warrants issued to such purchasers may not reflect the warrants underlying such recently purchased units.
About NorthView Acquisition Corp.
NorthView Acquisition Corp. is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. The Company intends to focus its initial search on target businesses in the healthcare sector with an enterprise value of approximately $500 million to $2 billion.
Forward-Looking Statements
This press release 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, including those set forth in the risk factors section of the prospectus used in connection with the Company’s initial public offering. 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, except as required by law.
Contact:
Fred Knechtel
NorthView Acquisition Corp.
207 West 25th Street, 9th Floor
New York, NY 10001
fredknechtel@northviewac.com
631 987-8921