NORTHVIEW ACQUISITION CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of NorthView, Merger Sub, and Profusa.
The Business Combination
The Merger Agreement provides that, among other things, at the closing (the
"Closing") of the transactions contemplated by the Merger Agreement, Merger Sub
will merge with and into Profusa (the "Merger"), with Profusa surviving as a
wholly-owned subsidiary of NorthView. In connection with the Merger, NorthView
will change its name to "
The Business Combination is expected to close in the first quarter of 2023, subject to customary closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental approvals and the required approval by the stockholders of NorthView and Profusa.
Business Combination Consideration
The aggregate consideration to be received by the Profusa stockholders is based
on a pre-transaction equity value of
Subject to certain future revenue and stock-price based milestones, Profusa
stockholders will have the right to receive an aggregate of up to an additional
3,875,000 shares NorthView Common Stock (the "Earnout Shares"). One-quarter of
the Earnout Shares will be issued if, between the 18-month anniversary and the
two year anniversary of the Closing, the combined company's common stock
achieves a daily volume weighted average market price of at least
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Additionally, if Milestone Event I or Milestone Event II are achieved by the
second anniversary of the Closing, NorthView's sponsor,
Governance
The parties have agreed to take actions such that, effective immediately after the Closing of the Business Combination, NorthView's board of directors shall consist of five to seven directors, consisting of one NorthView designee, three Profusa designees and the chief executive officer of the combined company, and up to two additional directors to be mutually agreed upon by the parties. Additionally, certain current Profusa management personnel will become officers of NorthView.
Representations and Warranties; Covenants
The Merger Agreement contains representations, warranties and covenants of each
of the parties thereto that are customary for transactions of this type,
including, among others, covenants providing for (i) certain limitations on the
operation of the parties' respective businesses prior to consummation of the
Business Combination, (ii) the parties' efforts to satisfy conditions to
consummation of the Business Combination, including by obtaining necessary
approvals from governmental agencies (including
In addition, NorthView has agreed to adopt an equity incentive plan, as described in the Merger Agreement.
Conditions to
The obligations of NorthView and Profusa to consummate the Business Combination are subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) the approval of NorthView's stockholders, (iii) the approval of Profusa's stockholders, and (iv) NorthView's Form S-4 registration statement becoming effective.
In addition, the obligations of NorthView and Merger Sub to consummate the Business Combination are also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Profusa being true and correct to the standards applicable to such representations and warranties and each of the covenants of Profusa having been performed or complied with in all material respects, (ii) delivery of certain ancillary agreements required to be executed and delivered in connection with the Business Combination; and (iii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred.
The obligation of Profusa to consummate the Business Combination is also subject
to the fulfillment (or waiver) of other closing conditions, including, but not
limited to, (i) the representations and warranties of NorthView and Merger Sub
being true and correct to the standards applicable to such representations and
warranties and each of the covenants of NorthView and Merger Sub having been
performed or complied with in all material respects, (ii) the shares of
NorthView Common Stock issuable in connection with the Business Combination
being listed on the
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Termination
The Merger Agreement may be terminated under certain customary and limited
circumstances prior to the Closing of the Business Combination, including, but
not limited to, (i) by mutual written consent of NorthView and Profusa, (ii) by
NorthView, on the one hand, or Profusa, on the other hand, if there is any
breach of the representations, warranties, covenant or agreement of the other
party as set forth in the Merger Agreement, in each case, such that certain
conditions to closing cannot be satisfied and the breach or breaches of such
representations or warranties or the failure to perform such covenant or
agreement, as applicable, are not cured or cannot be cured within certain
specified time periods, (iii) by either NorthView or Profusa if the Business
Combination is not consummated by
Item 7.01. Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that NorthView and Profusa have prepared for use in connection with the announcement of the Business Combination.
The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 of Form 8-K and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
This Current Report relates to a proposed business combination transaction among
NorthView and Profusa pursuant to which Profusa would become a wholly-owned
subsidiary of NorthView, and NorthView would be renamed
Investors and security holders may obtain free copies of the proxy
statement/prospectus (if and when available) and other documents that are filed
or will be filed with the
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Participants in the Solicitation
NorthView and its directors and executive officers are participants in the
solicitation of proxies from the stockholders of NorthView in respect of the
proposed transaction. Information about NorthView's directors and executive
officers and their ownership of NorthView Common Stock is set forth in
NorthView's Annual Report on Form 10-K for the year ended
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements, including, among other
things, statements regarding the anticipated benefits of the proposed
transaction, the combined company becoming a publicly listed company, the
anticipated impact of the proposed transaction on the combined companies'
business and future financial and operating results, the anticipated timing of
closing of the proposed transaction, the success and customer acceptance of
Profusa's product and service offerings, and other aspects of Profusa's
operations or operating results. Words such as "may," "should," "will,"
"believe," "expect," "anticipate," "target," "project," and similar phrases that
denote future expectations or intent regarding the combined company's financial
results, operations, and other matters are intended to identify forward-looking
statements. You should not rely upon forward-looking statements as predictions
of future events. Any statements that refer to expectations, projections or
other characterizations of future events or circumstances, including projections
of market opportunity and market share, the capability of Profusa's business
plans including its plans to expand, the sources and uses of cash from the
proposed transaction, the anticipated enterprise value of the combined company
following the consummation of the proposed transaction, any benefits of
Profusa's partnerships, strategies or plans as they relate to the proposed
transaction, anticipated benefits of the proposed transaction and expectations
related to the terms and timing of the proposed transaction are also
forward-looking statements. These statements involve risks, uncertainties and
other factors that may cause actual results, levels of activity, performance or
achievements to be materially different from those expressed or implied by these
forward-looking statements. Although each of NorthView and Profusa believes that
it has a reasonable basis for each forward-looking statement contained in this
communication, each of NorthView and Profusa caution you that these statements
are based on a combination of facts and factors currently known and projections
of the future, which are inherently uncertain. In addition, there will be risks
and uncertainties described in the proxy statement/prospectus on Form S-4
relating to the proposed transaction, which is expected to be filed by NorthView
with the
No Offer or Solicitation
This Current Report is not intended to and shall not constitute an offer to sell
or the solicitation of an offer to sell or to buy any securities or a
solicitation of any vote or approval and is not a substitute for the proxy
statement/prospectus or any other document that NorthView may file with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
2.1† Merger Agreement and Plan of Reorganization, dated as ofNovember 7, 2022 , by and among NorthView, NVProfusa Merger Sub, Inc. andProfusa, Inc. 10.1 Form of Stockholder Support Agreement. 10.2 Sponsor Support Agreement. 10.3 Form of Lock-Up Agreement. 10.4 Form of Amended and Restated Registration Rights Agreement 10.5 Omnibus Amendment to I-Bankers Fee Agreements 99.1 Press Release datedNovember 7, 2022 . 99.2 Investor Presentation datedNovember 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request. 7
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