Submission of Future Stockholder Proposals
NorthView’s Board is aware of no other matter that may be brought before the special meeting. Under Delaware law, only business that is specified in the notice of special meeting to stockholders may be transacted at the special meeting.
NorthView does not expect to hold a 2023 annual meeting of stockholders because it will not be a separate public company if the Business Combination is completed. Alternatively, if from November 22, 2023, or such later date as extended monthly at the election of NorthView upon the contribution of $0.05 per public share outstanding (ultimately as late as December 22, 2023) NorthView does not consummate a business combination, or further amend the NorthView Amended and Restated Certificate of Incorporation to extend the date by which it must consummate an initial business combination in accordance with the terms thereof, NorthView is required to begin the dissolution process provided for in the NorthView Amended and Restated Certificate of Incorporation, as amended. NorthView will liquidate as soon as practicable following such dissolution and will conduct no annual meetings thereafter.
Delivery of Documents to Stockholders
Pursuant to the rules of the SEC, NorthView and servicers that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of the proxy statement. Upon written or oral request, NorthView will deliver a separate copy of the proxy statement to any stockholder at a shared address to which a single copy of the proxy statement was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of the proxy statement may likewise request delivery of single copies of the proxy statement in the future. Stockholders may notify NorthView of their requests by calling or writing NorthView at its principal executive offices at (212) 494-9022 and 207 West 25th St, 9th Floor, New York, NY 10001.
Transfer Agent; Warrant Agent; Rights Agent and Registrar
The registrar and transfer agent for the shares of common stock of NorthView and New Profusa and the warrant agent for NorthView’s Warrants is Continental Stock Transfer & Trust Company. NorthView has agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent, warrant agent, and rights agent against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.
Holders of NorthView Common Stock do not have appraisal rights in connection with the Business Combination under the DGCL.
ArentFox Schiff, LLP, has passed upon the validity of the securities of New Profusa offered by this proxy statement/prospectus and certain other legal matters related to this proxy statement/prospectus.
The financial statements of NorthView Acquisition Corp. as of December 31, 2022 and 2021, and forFor the year ended December 31, 2022, cash used in operating activities was $581,189. Net income of $7,167,738 was impacted primarily by trust interest income of $2,579,268 and change in fair value of our warrant liabilities of $6,358,235. Changes in operating assets and liabilities reflected a source of cash of $1,188,576 from operating activities during such period.
For the year ended December 31, 2022, cash provided by investing activities included $8,447 of reimbursement from the trust of franchise tax payments and $25,000 in reimbursement from a related party.
For the year ended December 31, 2022, there was no cash used in financing activities.
Prior to the completion of the initial public offering, our liquidity needs had been satisfied through a capital contribution from the sponsor of $25,000 for the periodfounder shares to cover certain of the offering costs and the loan under an unsecured promissory note from the sponsor of $204,841, which was fully paid upon the initial public offering. Subsequent to the consummation of the initial public offering and private placement, our liquidity needs have been satisfied through the proceeds from the consummation of the private placement not held in the trust account, and the drawdowns on the convertible promissory note.
In order to finance transaction costs in connection with an intended Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).
On April 19, 2021 (inception) through27, 2023, the Company signed a Convertible Working Capital Promissory Note (“the Note”) with the Sponsor for $1,200,000. The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation. The Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $1.00 per warrant. The Company had principal outstanding of $1,121,815 and is presenting the Note at fair value on its balance sheet at December 31, 2021, which includes2023 in the amount of $944,118.
On January 10, 2024, the Company’s Board of Directors approved, and the Company amended, its Convertible Working Capital Promissory Note (the “Note”) with the sponsor to increase the principal amount of the Note that could be drawn on to $1.5 million. The amended and restated Note also allows for the conversion of the outstanding principal balance of the Note to be repaid in shares of Company common stock at a price of $2.22 per share at the election of the sponsor.
The Company has until March 22, 2024 (as extended monthly, ultimately until as late as September 22, 2024) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by March 22, 2024 (as extended monthly, ultimately until as late as September 22, 2024). If a Business Combination is not consummated by the required date, there will be an explanatory paragraphoption to either extend the time available for us to consummate our initial business combination or execute a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to NorthView Acquisition Corp.'scomplete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern included in this proxy statement/prospectusfor the next twelve months from the issuance of these consolidated financial statements. No adjustments have been so included in reliance onmade to the reportcarrying amounts of Marcum LLP, an independent registered public accounting firm, given onassets and liabilities should the authority of said firm as experts in auditing and accounting.Company be required to liquidate after March 22, 2024.
The financial statements of Profusa, Inc.Off-Balance Sheet Financing Arrangements
We did not have any off-balance sheet arrangements as of December 31, 2023 and 2022.
Contractual Obligations
As of December 31, 2023 and 2022, we did not have any long-term debt, capital or operating lease obligations.
We entered into an administrative services agreement with our sponsor pursuant to which we pay for office space and 2021,secretarial and for eachadministrative services provided to members of our management team, in an amount of $5,000 per month. As of June 30, 2023, the two years inCompany and the periodsponsor terminated this agreement. For the year ended December 31, 2022, which includes an explanatory paragraph2023, $30,000 had been incurred and billed relating to the administrative service fee. As of December 31, 2023, $50,000 relating to the administrative service fee was not paid yet and recorded as due to Profusa, Inc.’s ability to continue as a going concern, included in this proxy statement/prospectus have been so included in reliance on the report of Marcum LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.related party.