NorthView Acquisition (US:NVAC)2024-11-15 02:02Merger and Acquisition - NorthView Acquisition Corp. has entered into a Merger Agreement with Profusa, Inc., with a pre-transaction equity value of $155 million[141][143]. - The Business Combination is subject to a minimum available cash condition of $15 million and requires approval from stockholders of both NorthView and Profusa[142]. - Profusa stockholders may receive up to 3,875,000 additional shares based on revenue milestones, including $11.86 million for fiscal year 2024 and $99.70 million for fiscal year 2025[144][145]. - The Combination Period has been extended from December 22, 2023, to March 22, 2024, with 140,663 shares redeemed, leaving 6,027,219 shares outstanding[152]. - The Company has amended its Merger Agreement to revise revenue milestones and other terms as necessary[147][149]. - 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[184]. Financial Performance - As of June 30, 2024, the company had not commenced any operations and generated no operating revenues since inception on April 19, 2021[171]. - For the three months ended June 30, 2024, the company reported a net loss of $397,487, which included operating costs of $253,130 and a loss of $295,872 for the change in fair value of warrant liabilities[172]. - For the six months ended June 30, 2024, the company had a net loss of $1,217,764, with operating costs amounting to $723,971 and a loss of $800,595 for the change in fair value of warrant liabilities[173]. - For the six months ended June 30, 2023, the company reported a net income of $1,293,284, primarily due to trust interest income of $1,964,386[179]. - As of June 30, 2024, the company had $6,496 in cash and a working capital deficit of $4,043,301[176]. - Cash used in operating activities for the six months ended June 30, 2024, was $675,730, impacted primarily by trust interest income of $225,184[177]. Compliance and Regulatory Issues - The Company has received notifications from Nasdaq regarding non-compliance with listing rules, including a minimum Market Value of Publicly Held Shares of $15 million[161][162]. - The Company is in the process of transferring its listing to the Nasdaq Capital Market due to non-compliance issues[164]. - The company had no off-balance sheet arrangements as of June 30, 2024[185]. - The company does not have any long-term debt or capital or operating lease obligations as of June 30, 2024[186]. Funding and Capital Structure - The Company amended its Convertible Working Capital Promissory Note to increase the principal amount to $2.5 million, convertible at $2.22 per share[160]. - A PIPE funding agreement was established with Vellar Opportunities Fund for $5 million at $2.00 per share upon closing of the Business Combination[148]. - The company signed a Convertible Working Capital Promissory Note with the Sponsor for $1,200,000, which was later amended to allow for a principal amount of up to $2.5 million[183]. Reporting and Regulatory 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 post-IPO[199]. - Exemptions may include not providing an independent auditor's attestation report on internal controls over financial reporting[199]. - The company may not need to disclose executive compensation details required of non-emerging growth public companies under the Dodd-Frank Act[200]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[202].