Ankündigung • Jun 16
NorthView Acquisition Corporation Announces Board Appointments NorthView Acquisition Corporation held its Special Meeting of Stockholders on June 9, 2025, approved to elect Ben Hwang and Rajesh Asarporta as directors. Ankündigung • May 20
NorthView Acquisition Corporation announced delayed 10-Q filing On 05/19/2025, NorthView Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Ankündigung • Dec 27
NorthView Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Failure to Complete Initial Business Combination NorthView Acquisition Corporation (the "Company") announced that it has received a notice (the "Notice") from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") indicating that (i) the Staff has determined that the Company's securities will be delisted from The Nasdaq Stock Market; (ii) trading of the Company's Common Stock, Rights, and Warrants will be suspended at the opening of business on December 27, 2024; and (iii) a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will remove the Company's securities from listing on The Nasdaq Stock Market. Pursuant to Nasdaq Listing Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company failed to complete its initial business combination by December 20, 2024, the Company did not comply with IM-5101-2, and its securities are now subject to delisting. The Company will not appeal Nasdaq's determination to delist the Company's securities and accordingly, the Company's securities will be suspended from trading on Nasdaq at the opening of business on December 27, 2024. The Company intends to apply for the listing of its securities on the OTC market under the same ticker symbols after they are delisted from Nasdaq. The delisting from Nasdaq does not affect the Company's previously announced business combination with Profusa Inc., as both parties continue to work to effectuate the closing of the business combination. The merged entity will apply for listing of its securities on the Nasdaq Stock Market in connection with the closing of the business combination. The Company will remain a reporting entity under the Securities Exchange Act of 1934, as amended, with respect to continued disclosure of financial and operational information. Ankündigung • Dec 12
NorthView Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Filing of Quarterly Report on Form 10-Q NorthView Acquisition Corporation (the "Company") announced that it has received a notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") stating that because the Company has not yet filed its Form 10-Q for the period ended September 30, 2024, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the "SEC"). This notification has no immediate effect on the listing of the Company's shares on Nasdaq. However, if the Company fails to timely regain compliance with the Nasdaq Listing Rule, the Company's securities will be subject to delisting from Nasdaq. Under Nasdaq rules, the Company has 60 calendar days to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date for filing the Form 10-Q to regain compliance. If Nasdaq does not accept the Company's plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. The Company is working diligently and expects to file its Form 10-Q within the 60-day period described above, which would eliminate the need for the Company to submit a formal plan to regain compliance. This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification. Ankündigung • Nov 16
NorthView Acquisition Corporation announced delayed 10-Q filing On 11/15/2024, NorthView Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Ankündigung • Oct 21
NorthView Acquisition Receives Extension Notice from Nasdaq Regarding Partially Regains Compliance with Nasdaq Listing Rule 5250(c)(1) As previously disclosed, on June 3, 2024, NorthView Acquisition Corporation (the ‘Company’) received a delinquency notification letter from the Staff due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the ‘Listing Rule’) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2024. Further on September 12, 2024, the Company received a letter (the ‘Prior Notice’) from the Staff indicating the Company’s non-compliance with the Listing Rule as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2024. The Prior Notice also notified the Company that the Staff had determined to grant the Company an exception to enable it to regain compliance with the Listing Rule. Pursuant to the terms of the exception, the Company must file the following on or prior to October 14, 2024: The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024; and The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024. On October 9, 2024, the Company filed its Quarterly Report on Form 10-Q for the period ended March 31, 2024. On October 15, 2024, the Company received a letter (the ‘Extension Notice’) from the Staff notifying the Company that it had partially regained compliance with the Listing Rule with respect to its filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2024. The Extension Notice also notified the Company that the Staff had determined to grant the Company a further exception to enable it to regain compliance with the Listing Rule. Pursuant to the terms of the exception, the Company must file its Quarterly Report on Form 10-Q for the period ended June 30, 2024 on or prior to November 18, 2024: Neither the Prior Notice nor the Extension Notice has an immediate effect on the listing of the Company’s securities on Nasdaq. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq. If the Company does not satisfy the terms of the exception, the Staff will provide written notification that the Company’s securities will be delisted. At such time, the Company could appeal the Staff’s determination to a Hearings Panel. The Company is working diligently to complete the Quarterly Reports noted above and expects to file the reports on or prior to the November 18, 2024 deadline. Ankündigung • Sep 14
Nasdaq Grants NorthView Acquisition an Exception to Regain Compliance with Nasdaq Listing Rule 5250(c)(1) NorthView Acquisition Corporation announced that it has received a notice (the ‘Notice’) from The Nasdaq Stock Market LLC (‘Nasdaq’) granting the Company an exception to regain compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the ‘SEC’). Pursuant to the terms of the exception, the Company must file its Quarterly Reports on Form 10-Q for the periods ending March 31, 2024 and June 30, 2024 on or prior to October 14, 2024. If the Company does not satisfy the terms of the exception, the Staff will provide written notification that the Company’s securities will be delisted. At such time, the Company could appeal the Staff’s determination to a Hearings Panel. The Company is working diligently and expects to file its Quarterly Reports on Form 10-Q for the applicable periods on or prior to the October 14, 2024 deadline. This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification. Ankündigung • Aug 23
NorthView Acquisition Corporation announced delayed 10-Q filing On 08/22/2024, NorthView Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Ankündigung • Jun 08
Northview Acquisition Announces Receipt of Notice from Nasdaq Regarding Filing of Annual Report on Form 10-Q NorthView Acquisition Corporation announced that it has received a notice from The Nasdaq Stock Market LLC stating that because the Company has not yet filed its Form 10-Q for the period ended March 31, 2024, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. This notification has no immediate effect on the listing of the Company’s shares on Nasdaq. However, if the Company fails to timely regain compliance with the Nasdaq Listing Rule, the Company’s securities will be subject to delisting from Nasdaq. Under Nasdaq rules, the Company has 60 calendar days to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date for filing the Form 10-Q to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. The Company is working diligently and expects to file its Form 10-Q within the 60-day period described above, which would eliminate the need for the Company to submit a formal plan to regain compliance. Ankündigung • May 17
NorthView Acquisition Corporation announced delayed 10-Q filing On 05/15/2024, NorthView Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Board Change • Apr 16
High number of new directors Independent Director Lauren Chung was the last director to join the board, commencing their role in 2021. Board Change • Mar 13
High number of new and inexperienced directors There are 5 new directors who have joined the board in the last 3 years. The company's board is composed of: 5 new directors. No experienced directors. No highly experienced directors. Co-Founder, Executive VP, CFO & Director Fred Knechtel is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Ankündigung • Mar 13
NorthView Acquisition Corporation, Annual General Meeting, Mar 21, 2024 NorthView Acquisition Corporation, Annual General Meeting, Mar 21, 2024, at 11:00 US Eastern Standard Time. Agenda: To elect the following five (5) director nominees to the Board of Directors to serve for a one-year term ending at the 2024 Annual Meeting of Stockholders or until their successor is duly elected and qualified; to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and to discuss other matters. Ankündigung • Mar 09
NorthView Acquisition Receives Notice from Nasdaq Regarding Non-Compliance with the Minimum Market Value of Publicly Held Shares as Set Forth in Nasdaq Listing Rule 5450(b)(2)(C) On March 7, 2024, NorthView Acquisition Corp. (the ‘Company’) received a written notice (the ‘Notice’) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (‘Nasdaq’) stating that the Company is not in compliance with the requirement to maintain a minimum Market Value of Publicly Held Shares (MVPHS) of $15 million, as set forth in Nasdaq Listing Rule 5450(b)(2)(C) (the ‘MVPHS Requirement’), because the MVPHS of the Company was below $15 million for the 30 consecutive business days prior to the date of the Notice. The Notice does not impact the listing of the Common Stock on The Nasdaq Global Market at this time. The Notice provided that, in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has a period of 180 calendar days from the date of the Notice, or until September 3, 2024, to regain compliance with the MVPHS Requirement. During this period, the Common Stock will continue to trade on The Nasdaq Global Market. If at any time before September 3, 2024the MVPHS closes at $15 million or more for a minimum of ten consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the MVPHS Requirement and the matter will be closed. In the event that the Company does not regain compliance by September 3, 2024, the Company will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. The Notice provides that the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). The Company intends to actively monitor its MVPHS and will evaluate available options to regain compliance with the MVPHS Requirement. However, there can be no assurance that the Company will be able to regain compliance with the MVPHS Requirement or maintain compliance with any of the other Nasdaq continued listing requirements. The Notice is in addition to the previously disclosed letter received on January 11, 2024, indicating that the Company had not complied with all of the requirements of the Nasdaq Listing Rule 5620(a) since it has not held an annual meeting of stockholders within 12 months after its fiscal year. Pursuant to the January 11, 2024 letter, the Company submitted its plan of compliance to Nasdaq on February 23, 2024, and subsequently filed a preliminary proxy statement on February 28, 2024, with regard to its annual meeting set to be held on March 21, 2024. Board Change • Feb 27
High number of new and inexperienced directors There are 5 new directors who have joined the board in the last 3 years. The company's board is composed of: 5 new directors. No experienced directors. No highly experienced directors. Co-Founder, Executive VP, CFO & Director Fred Knechtel is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Board Change • Feb 14
High number of new and inexperienced directors There are 5 new directors who have joined the board in the last 3 years. The company's board is composed of: 5 new directors. No experienced directors. No highly experienced directors. Co-Founder, Executive VP, CFO & Director Fred Knechtel is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Ankündigung • Jan 21
NorthView Acquisition Receives Non-Compliance Notice From Nasdaq On January 11, 2024, NorthView Acquisition Corporation (the “Company”) received notice from Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days (or until February 26, 2024) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company up to 180 calendar days from its fiscal year end, or until June 28, 2024, to regain compliance. The Company intends to submit a compliance plan within the specified period. While the compliance plan is pending, the Company’s securities will continue to trade on Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. Ankündigung • Nov 15
NorthView Acquisition Corporation announced delayed 10-Q filing On 11/14/2023, NorthView Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. New Risk • Aug 16
New major risk - Financial position The company's debt is not well covered by operating cash flow. Currently running at an operating cash loss. This is considered a major risk. If the company's operating cash flows are too small relative to the size of their debt, it increases their balance sheet risk. The company has less cash from operations to cover its expenses from servicing large debt and it increases the risk of liquidity issues. It also extends the time it would take for the company to pay back the debt in full, meaning it may not be able to easily pay it all off in a distress scenario. Currently, the following risks have been identified for the company: Major Risks Debt is not well covered by operating cash flow (currently running at an operating cash loss). Negative equity (-US$2.9m). Revenue is less than US$1m. Minor Risks Less than 3 years of financial data is available. Market cap is less than US$100m (US$66.4m market cap). Ankündigung • May 16
NorthView Acquisition Corporation announced delayed 10-Q filing On 05/15/2023, NorthView Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Ankündigung • Nov 09
Profusa, Inc. entered into a definitive business combination agreement to acquire NorthView Acquisition Corporation (NasdaqGM:NVAC) in a reverse merger transaction. Profusa, Inc. entered into a definitive business combination agreement to acquire NorthView Acquisition Corporation (NasdaqGM:NVAC) in a reverse merger transaction on November 7, 2022. Upon the closing of the transaction, it is anticipated that NorthView’s public stockholders would retain an ownership interest of approximately 21.6% in the Combined Company, the sponsors, officers, directors and other holders of NorthView founder shares will retain an ownership interest of approximately 19.7% of the Combined Company, and the Profusa stockholders will own approximately 58.7% of the Combined Company. The transaction will result in Profusa becoming a publicly listed company. Upon closing of the transaction, NorthView will be renamed “Profusa Inc.”The transaction will require the approval of the stockholders of Profusa and NorthView and is subject to other customary closing conditions including the receipt of certain regulatory approvals. The board of directors of each of NorthView and Profusa has approved the transaction. I-Bankers Securities Inc. and Dawson James Securities, Inc. acted as financial advisors to NorthView. H.C. Wainwright & Co. acted as financial advisor to Profusa. ArentFox Schiff LLP acted as legal advisor to NorthView and Sidley Austin LLP acted as legal advisor to Profusa.