NorthView Acquisition (US:NVAC)2024-10-09 20:00Merger and Business Combination - NorthView Acquisition Corp. entered into a Merger Agreement with Profusa, Inc. with a pre-transaction equity value of $155 million[118] - The Business Combination is subject to a minimum available cash condition of $15 million and requires stockholder approval[118] - Profusa stockholders may receive up to 3,875,000 additional shares based on future revenue and stock price milestones[118] - The revenue milestones were revised to $11,864,000 for fiscal year 2024 and $99,702,000 for fiscal year 2025[119] - The Combination Period has been extended from December 22, 2023, to March 22, 2024, with 140,663 shares redeemed[122] - Vellar Opportunities Fund agreed to subscribe for 2,500,000 shares at $2.00 per share, totaling $5 million, upon closing of the Business Combination[124] - The Company has until March 22, 2025, to consummate a Business Combination, with substantial doubt raised about its ability to continue as a going concern if not completed[145] Financial Performance - As of March 31, 2024, the Company reported a net loss of $820,277, which included operating costs of $470,841 and a loss of $504,723 for the change in fair value of warrant liabilities[137] - The Company had $5,314 in cash and a working capital deficit of $3,898,430 as of March 31, 2024, with cash used in operating activities amounting to $280,853[140] - For the three months ended March 31, 2023, the Company reported a net income of $440,895, impacted by trust interest income of $1,845,005 and an unrealized loss on investments of $3,165,000[138] - Cash used in financing activities for the three months ended March 31, 2024, included $2,653,439 for a partial stock redemption[141] - The Company incurred $0 and $15,000 in administrative service fees for the three months ended March 31, 2024, and 2023, respectively[147] Compliance and Regulatory Issues - The Company received a notice from Nasdaq regarding non-compliance with the MVPHS requirement of $15 million[131] - The Company has until September 3, 2024, to regain compliance with the MVPHS requirement[132] - The Company is exploring a transfer of its listing to the Nasdaq Capital Market due to non-compliance issues[133] - The Company received a Nasdaq Letter indicating non-compliance due to the failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2024, with a deadline to regain compliance by October 14, 2024[134] Debt and Financing - The Company amended its Convertible Working Capital Promissory Note to increase the principal amount to $1.5 million[123] - The Company signed a Convertible Working Capital Promissory Note with the Sponsor for $1,200,000, which was amended to increase the principal amount to $1.5 million[144] Accounting and Disclosure - The Company is evaluating the impact of ASU 2023-09, which will require additional disclosures in its income tax rate reconciliation starting after December 15, 2024[153] - The Company had no off-balance sheet arrangements as of March 31, 2024[146]