NorthView Acquisition (US:NVAC)2025-08-14 21:29Part I. Financial Information This section provides the company's unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and an assessment of internal controls Financial Statements This section presents the unaudited condensed consolidated financial statements for Profusa, Inc. (formerly NorthView Acquisition Corp.) for the period ended June 30, 2025, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with detailed notes Condensed Consolidated Balance Sheets The balance sheet as of June 30, 2025, shows a significant decrease in total assets to $1.96 million from $8.39 million at year-end 2024, primarily due to redemptions of common stock reducing cash held in the Trust Account, while total liabilities increased to $23.14 million from $13.01 million, worsening the stockholders' deficit to $(22.51) million from $(12.96) million Condensed Consolidated Balance Sheet Highlights (Unaudited) | Metric | June 30, 2025 (in $) | December 31, 2024 (in $) | | :--- | :--- | :--- | | Assets | | | | Cash | 0 | 16,204 | | Cash held in Trust Account | 1,935,561 | 8,330,835 | | Total Assets | 1,962,416 | 8,391,697 | | Liabilities & Stockholders' Deficit | | | | Total Current Liabilities | 16,180,421 | 12,314,886 | | Warrant liabilities | 6,961,700 | 696,170 | | Total Liabilities | 23,142,121 | 13,011,056 | | Common stock subject to possible redemption | 1,330,515 | 8,337,388 | | Total Stockholders' Deficit | (22,510,220) | (12,956,747) | Unaudited Condensed Consolidated Statements of Operations The company reported a net loss of $8.20 million for the three months ended June 30, 2025, a substantial increase from a net loss of $0.40 million in the same period of 2024, with the six-month net loss reaching $9.32 million in 2025 compared to $1.22 million in 2024, primarily driven by significant non-cash expenses related to fair value adjustments of warrant liabilities and the convertible promissory note, alongside higher formation and operating costs Statement of Operations Summary (Unaudited) | Metric (in $) | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Formation and operating costs | 967,084 | 253,130 | 1,550,665 | 723,971 | | Change in fair value of warrant liabilities | (5,917,445) | (295,872) | (6,265,530) | (800,595) | | Change in fair value of convertible promissory note | (1,154,729) | 66,021 | (1,380,059) | 126,098 | | Net loss | (8,196,876) | (397,487) | (9,316,786) | (1,217,764) | | Net loss per share | (1.53) | (0.07) | (1.66) | (0.20) | Unaudited Condensed Consolidated Statements of Cash Flows For the six months ended June 30, 2025, net cash used in operating activities was $0.50 million, net cash provided by investing activities was $6.49 million primarily from Trust Account withdrawals for redemptions, and net cash used in financing activities was $6.00 million, resulting in a period-end cash balance of $1,751 Cash Flow Summary for the Six Months Ended June 30 (Unaudited) | Cash Flow Activity (in $) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | (501,614) | (675,731) | | Net cash provided by investing activities | 6,490,358 | 2,622,166 | | Net cash used in financing activities | (6,003,197) | (1,944,458) | | Net change in cash | (14,453) | 1,977 | | Cash, end of the period | 1,751 | 6,496 | Notes to Unaudited Condensed Consolidated Financial Statements The notes provide detailed explanations of the company's operations, accounting policies, and financial instruments, covering the business combination with Profusa, liquidity and going concern issues, derivative warrant liabilities, convertible notes, related party transactions, and commitments related to the merger and financing agreements - The business combination with Profusa, Inc. was approved on June 9, 2025, and closed on July 11, 2025, with the company subsequently renamed Profusa, Inc2324150 - Management concluded there is substantial doubt about the Company's ability to continue as a going concern within one year, due to significant costs and a working capital deficit of $15.5 million as of June 30, 20255157 - The company recorded an excise tax liability of $1.95 million as of June 30, 2025, related to the 1% federal excise tax on stock repurchases from shareholder redemptions6062 - Subsequent to quarter-end, on July 28, 2025, the company entered a Securities Purchase Agreement with Ascent Partners Fund LLC to sell up to $100 million of common stock over time151 Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial results and condition, detailing its history as a blank check company, the process leading to the business combination with Profusa, and the various extensions and financing arrangements required, with an analysis of operations focusing on non-operating losses driven by costs and non-cash fair value adjustments, alongside discussions of liquidity challenges and going concern uncertainty - The company completed its business combination with Profusa on July 11, 2025, after securing multiple extensions, with the final deadline set for August 22, 2025172183 Net Loss Analysis for Six Months Ended June 30 | Component (in $) | 2025 | 2024 | | :--- | :--- | :--- | | Operating costs | 1,550,665 | 723,971 | | Change in fair value of warrant liabilities | (6,265,530) | (800,595) | | Change in fair value of convertible note | (1,380,059) | 126,098 | | Interest income from Trust Account | 95,084 | 225,184 | | Net Loss | (9,316,786) | (1,217,764) | - As of June 30, 2025, the company faced severe liquidity constraints with a working capital deficit of $15.5 million and only $1,751 in restricted cash prior to the merger193 - The company's securities were delisted from Nasdaq on December 27, 2024, for failing to complete its initial business combination within the 36-month period, subsequently trading on the OTC Market18649 Quantitative and Qualitative Disclosures Regarding Market Risk The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is therefore not required to provide the information under this item - As a smaller reporting company, Profusa, Inc. is not required to provide quantitative and qualitative disclosures about market risk221 Controls and Procedures Management evaluated the company's disclosure controls and procedures and concluded that as of June 30, 2025, they were not effective due to material weaknesses related to errors in financial valuations, improper recording of expenses and liabilities, and inadequate safeguarding and monitoring of trust assets - Management concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to identified material weaknesses222 - Identified weaknesses include errors in the valuation of convertible notes and warrants, improper recording of accounts payable, and inadequate monitoring of trust fund usage222 Part II. Other Information This section details legal proceedings, updated risk factors post-merger, unregistered equity sales, and other required disclosures Legal Proceedings The company reports that there are no legal proceedings to disclose for the period - The company has no legal proceedings to report226 Risk Factors Following the closing of the Business Combination on July 11, 2025, the previously disclosed risk factors are no longer applicable, and the company directs investors to the risk factors detailed in its Registration Statement on Form S-4 related to the post-combination business - Pre-merger blank check company risk factors are no longer applicable; current risks are detailed in the company's Form S-4 Registration Statement (File No. 333-269417)227 Unregistered Sales of Equity Securities and Use of Proceeds The company reports that the consummation of the Business Combination and related financing transactions resulted in gross proceeds of $10.27 million, which were allocated to shareholder redemptions, cash to the balance sheet, and approximately $3.4 million in transaction fees and expenses - The Business Combination and associated financing generated gross proceeds of $10.27 million228 - Transaction fees and expenses amounted to approximately $3.4 million229 Defaults Upon Senior Securities The company reports no defaults upon senior securities - The company has no defaults upon senior securities to report230 Other Information The company states that none of its directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the reporting period - No directors or executive officers adopted or terminated Rule 10b5-1 or other trading arrangements during the quarter232 Exhibits This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL data files