Financial Performance - As of September 30, 2023, NorthView Acquisition Corp. reported a net loss of $367,345, primarily due to operating costs of $290,098 and a change in fair value of warrant liabilities of $243,659 [120]. - For the nine months ended September 30, 2023, NorthView had a net income of $925,939, driven by interest income of $2,103,111 and a gain of $190,079 from the change in fair value of warrant liabilities [122]. - Cash used in operating activities for the nine months ended September 30, 2023, was $1,719,650, influenced by changes in operating assets and liabilities [125]. Liquidity and Capital Structure - The company has a working capital deficit of $2,846,203 and only $17,342 in cash as of September 30, 2023, raising concerns about liquidity [124]. - NorthView entered into a Merger Agreement with Profusa, Inc., with a pre-transaction equity value of $155,000,000, subject to a minimum available cash condition of $15,000,000 [115]. - The company signed a Convertible Working Capital Promissory Note for $1,200,000 with the Sponsor, with principal outstanding of $713,015 as of September 30, 2023 [132]. Business Combination and Agreements - NorthView has until December 22, 2023, to complete a Business Combination, with uncertainty regarding the ability to meet this deadline [133]. - The Merger Agreement includes earnout milestones for Profusa stockholders, with potential additional shares based on revenue targets of $11,864,000 for fiscal year 2024 and $99,702,000 for fiscal year 2025 [117]. - The Business Combination Marketing Agreement includes a fee of 3.68% of gross proceeds from the initial public offering, payable upon consummation of a business combination [137]. Share Structure and Earnings - The company has two categories of shares: common stock subject to possible redemption and common stock, with earnings and losses shared pro rata between them [140]. - The potential shares of common stock for outstanding warrants to purchase shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2023, due to contingencies not being met [140]. Accounting Policies and Standards - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [143]. - The company’s condensed consolidated financial statements are prepared in accordance with U.S. GAAP, with significant judgments applied in financial estimates [138]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements [144]. Regulatory and Reporting Status - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [145]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [146]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [147]. Administrative Expenses - NorthView incurred $30,000 in administrative service fees for the nine months ended September 30, 2023, with $55,000 recorded as due to related party [136]. Redemption Features - The public common stock contains a redemption feature that allows for redemption in connection with liquidation or stockholder votes [141]. - The company accounts for warrants issued in connection with the IPO as liabilities, subject to re-measurement at each balance sheet date [139].

Financial Performance - As of June 30, 2023, the company reported a net income of $1,293,284, which included interest income of $1,964,386 and a gain of $433,738 from the change in fair value of warrant liabilities[124]. - The company has a working capital deficit of $2,449,885 and only $5,811 in cash as of June 30, 2023[127]. - For the six months ended June 30, 2023, cash used in operating activities was $1,239,875, reflecting changes in operating assets and liabilities[128]. - The company incurred $30,000 in administrative service fees for the six months ended June 30, 2023, with $55,000 recorded as due to related party[138]. - The company has not commenced any operations and has generated no operating revenues to date[122]. - The diluted net income per share of common stock is the same as the basic net income per share for the periods presented due to the exclusion of 17,404,250 potential shares from diluted earnings per share[142]. Business Combination - The company entered into a Merger Agreement with Profusa, Inc., with a pre-transaction equity value of $155,000,000, subject to a minimum available cash condition of $15,000,000[118][119]. - Profusa stockholders may receive up to an additional 3,875,000 shares of common stock based on achieving certain revenue and stock price milestones[120]. - The company has until December 22, 2023, to consummate a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed[135]. - The company expects to incur significant costs in pursuing its initial Business Combination[116]. - The company has engaged I-Bankers as an advisor for the Business Combination, agreeing to pay a fee equal to 3.68% of the gross proceeds of its initial public offering[139]. Accounting and Reporting - The public common stock is classified outside of permanent equity due to redemption features, which are not solely within the company's control[143]. - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[145]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[147]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[148].

Financial Performance - As of March 31, 2023, the company reported a net income of $440,895, which included interest income and unrealized losses on securities held in the Trust Account totaling $1,841,840[125]. - For the three months ended March 31, 2022, the company reported a net income of $3,709,017, primarily from a gain of $3,877,929 from changes in fair value of warrant liabilities[126]. - Cash used in operating activities for the three months ended March 31, 2023, was $966,607, influenced by trust interest income of $1,845,005 and unrealized losses on investments[128]. - The company has not commenced any operations and has not generated operating revenues to date, relying on non-operating income from interest and unrealized gains[124]. Working Capital and Financial Position - The company had a working capital deficit of $1,947,395 as of March 31, 2023, with cash reserves of $55,610[127]. - The company has incurred $15,000 in administrative service fees for the three months ended March 31, 2023, with $40,000 recorded as due to a related party[134]. Business Combination and Merger Agreement - The company has until May 22, 2023, or as late as December 22, 2023, to complete a Business Combination, with uncertainty regarding the ability to meet this deadline[131]. - The aggregate consideration for the merger with Profusa is based on a pre-transaction equity value of $155,000,000, with an exchange ratio calculated at $10.00 per share[120]. - Profusa stockholders may receive up to an additional 3,875,000 shares of common stock based on achieving specific revenue and stock price milestones[122]. - The company has entered into a Merger Agreement with Profusa, which is subject to customary closing conditions, including a minimum available cash condition of $15,000,000[119]. Regulatory and Reporting Exemptions - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years or until it no longer qualifies[143]. - The company may not be required to provide an independent auditor's attestation report on internal controls over financial reporting under Section 404 of the JOBS Act[143]. - The company is exempt from certain compensation disclosures required of non-emerging growth public companies under the Dodd-Frank Act[143]. - The company is not required to comply with PCAOB requirements regarding mandatory audit firm rotation or additional auditor reporting[143]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[144].

Financial Performance - As of December 31, 2022, the company reported a net income of $7,167,738, primarily driven by a gain of $6,358,235 from the change in fair value of warrant liabilities and interest income of $2,579,268 [242]. - As of December 31, 2022, the company had approximately $0.2 million in cash and working capital, with cash used in operating activities amounting to $581,189 for the year [244][245]. - The company incurred $63,387 in administrative service fees for the year ended December 31, 2022, with $25,000 recorded as due to a related party [251]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2022 [249][250]. Business Operations - The company has not commenced any operations and has generated no operating revenues to date, with all activities related to its formation and initial public offering [241]. - The company expects to incur significant costs in pursuing its initial business combination, with no assurance of success in raising capital or completing the transaction [235]. Merger and Acquisition - The aggregate consideration for the merger with Profusa is based on a pre-transaction equity value of $155,000,000, with an exchange ratio of $10.00 per share [238]. - Profusa stockholders may receive up to an additional 3,875,000 shares of NorthView Common Stock based on achieving specific revenue and stock-price milestones [239]. Regulatory and Compliance - The company has until March 22, 2023, to complete a business combination, with a potential six-month extension, or face mandatory liquidation [248]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [259].

Merger Agreement - NorthView Acquisition Corp. entered into a Merger Agreement with Profusa, Inc. with a pre-transaction equity value of $155 million[113][115]. - The Business Combination is subject to customary closing conditions, including minimum available cash and stockholder approvals[114]. - Profusa stockholders may receive up to an additional 3,875,000 shares based on future revenue and stock-price milestones[116]. Financial Performance - For the three months ended September 30, 2022, NorthView reported a net income of $1,763,813, driven by a gain of $1,074,374 from the change in fair value of warrant liabilities[120]. - For the nine months ended September 30, 2022, net income was $6,685,193, primarily from a gain of $6,246,897 related to warrant liabilities[121]. - NorthView incurred $15,000 and $48,387 in administrative service fees for the three and nine months ended September 30, 2022, respectively[130]. Liquidity and Capital - As of September 30, 2022, NorthView had approximately $0.4 million in cash and working capital of approximately $0.5 million[123]. - NorthView's liquidity needs have been satisfied through proceeds from its initial public offering and private placement[124]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[118]. Business Combination Timeline - The company has until March 22, 2023, to complete a Business Combination, with a potential six-month extension[126].

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Northview Acquisition Corp.'s financial statements as of June 30, 2022, primarily reflect its blank check status, with assets dominated by trust account holdings and net income driven by warrant liability fair value changes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2022, total assets were **$192.9 million**, largely trust account cash, with **$2.2 million** in liabilities and **$191.8 million** common stock subject to redemption Condensed Balance Sheet Summary (Unaudited) | Metric | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $480,726 | $741,228 | | Cash and marketable securities held in Trust Account | $191,879,977 | $191,653,961 | | **Total Assets** | **$192,863,392** | **$193,060,803** | | **Liabilities & Stockholders' Deficit** | | | | Warrant liabilities | $2,043,499 | $7,216,022 | | Total Liabilities | $2,203,742 | $7,322,533 | | Common stock subject to possible redemption | $191,779,978 | $191,647,500 | | Total Stockholders' Deficit | ($1,120,328) | ($5,909,230) | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Net income for the six months ended June 30, 2022, was **$4.92 million**, primarily from a **$5.17 million** gain on warrant liabilities and interest income, offset by operating costs Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Formation and operating costs | ($217,525) | ($459,121) | | Interest income earned on Trust Account | $161,816 | $234,500 | | Change in fair value of warrant liabilities | $1,294,594 | $5,172,523 | | **Net income** | **$1,212,363** | **$4,921,380** | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$293,986** for the six months ended June 30, 2022, with net income adjusted for non-cash warrant liability changes - Net cash used in operating activities for the six months ended June 30, 2022, was **$293,986**[18](index=18&type=chunk) - The company's cash position decreased from **$741,228** at the beginning of the period to **$480,726** at the end of the period[18](index=18&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's blank check formation, December 2021 IPO proceeds, accounting policies, and significant going concern doubt due to the March 22, 2023, business combination deadline - The company is a blank check company formed to effect a Business Combination, intending to focus on businesses in healthcare innovation[21](index=21&type=chunk) - On December 22, 2021, the company consummated its IPO of **18,975,000 units** at **$10.00 per unit**, generating gross proceeds of **$189,750,000**[22](index=22&type=chunk) - Management has determined that the mandatory liquidation if a Business Combination is not consummated by March 22, 2023, raises substantial doubt about the Company's ability to continue as a going concern[35](index=35&type=chunk) - Warrants are accounted for as liabilities at fair value, with changes in fair value recognized in the statement of operations; as of June 30, 2022, the fair value of warrant liabilities was approximately **$2.04 million**[56](index=56&type=chunk)[88](index=88&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-operational status, **$4.9 million** net income from warrant fair value changes, liquidity challenges, and going concern uncertainty due to the March 22, 2023, business combination deadline [Results of Operations](index=23&type=section&id=Results%20of%20Operations) For the six months ended June 30, 2022, net income was **$4,921,380**, primarily from a **$5,172,523** gain on warrant liabilities and interest income, offset by operating costs Net Income Components (Six Months Ended June 30, 2022) | Component | Amount | | :--- | :--- | | Gain on change in fair value of warrant liabilities | $5,172,523 | | Interest income | $234,500 | | Formation and operating costs | ($459,121) | | Income tax provision | ($26,522) | | **Net Income** | **$4,921,380** | - The company will not generate operating revenues until after the completion of its initial Business Combination[98](index=98&type=chunk) [Liquidity and Going Concern](index=24&type=section&id=Liquidity%20and%20Going%20Concern) As of June 30, 2022, the company had approximately **$0.5 million** in cash and **$0.8 million** in working capital, with going concern doubt due to the March 22, 2023, business combination deadline - As of June 30, 2022, the company had approximately **$0.5 million** in cash and working capital of approximately **$0.8 million**[102](index=102&type=chunk) - The company has until March 22, 2023, to consummate a Business Combination, and failure to do so will result in mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[105](index=105&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) The company's contractual obligations include a **$5,000** monthly administrative fee to its sponsor and a **3.68%** marketing fee on IPO proceeds payable upon business combination completion - The company pays its sponsor **$5,000** per month for administrative services[108](index=108&type=chunk) - A fee equal to **3.68%** of the gross proceeds of the Public Offering is payable to I-Bankers and Dawson James upon the consummation of the initial Business Combination[109](index=109&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[118](index=118&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2022[120](index=120&type=chunk) - No changes in internal control over financial reporting occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[122](index=122&type=chunk) [Part II. Other Information](index=27&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[125](index=125&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) No material changes occurred to the risk factors previously disclosed in the Form 10-K for the fiscal year ended December 31, 2021 - No material changes have occurred to the risk factors disclosed in the Form 10-K for the period ended December 31, 2021[126](index=126&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details on IPO and private placement proceeds, with the IPO generating **$189.75 million** and the private placement **$7.35 million**, totaling **$193.04 million** net proceeds - The IPO on December 22, 2021, generated gross proceeds of **$189,750,000** from the sale of **18,975,000 units**[127](index=127&type=chunk) - A simultaneous private placement of **7,347,500 warrants** at **$1.00 per warrant** generated total proceeds of **$7,347,500**[128](index=128&type=chunk) - Total net proceeds from the IPO and private placement were **$193,037,877**, with **$191,647,500** placed in the trust account[130](index=130&type=chunk) [Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There are no defaults upon senior securities to report[131](index=131&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable[132](index=132&type=chunk) [Other Information](index=27&type=section&id=Item%205.%20Other%20Information) The company reported no other information - There is no other information to report[133](index=133&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL documents - Exhibits filed with the report include Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Act Sections 302 and 906, as well as XBRL data files[136](index=136&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Delaware | 86-3437271 | | --- | --- | | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission File Number: 001-41177 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of (I.R.S. Employer Incorporati ...