Statistiche di base
| CIK | 1859807 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NorthView Acquisition Corporation - Equity Right
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| May 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
|
| May 26, 2026 |
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This First Amendment to Asset Purchase Agreement (this “Amendment”) is entered into as of May 22, 2026, by and between Profusa Inc., a Delaware corporation, with its principal place of business at 626 Bancroft Way, Suite A, Berkeley, CA 94710 (“Buyer”), and Bio Insights LLC, a limited liability company, with its principal place of business a |
|
| May 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) 6 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from to Commission file number: 001-41177 PROFUSA, INC. |
|
| May 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2026 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Number) |
|
| May 19, 2026 |
PROFUSA, INC. 179,272,293 Shares of Common Stock for Resale by the Selling Stockholders Filed pursuant to Rule 424(b)(3) Registration No. 333-295364 PROSPECTUS SUPPLEMENT (to Prospectus dated May 4, 2026) PROFUSA, INC. 179,272,293 Shares of Common Stock for Resale by the Selling Stockholders This prospectus supplement amends and supplements certain information contained in the prospectus dated May 4, 2026 (the “Prospectus”), which forms a part of our registration statement on Form S- |
|
| May 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2026 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Number) |
|
| May 15, 2026 |
Profusa Announces Listing Transfer to The Nasdaq Capital Market Exhibit 99.1 Profusa Announces Listing Transfer to The Nasdaq Capital Market BERKELEY, CA, May 15, 2026 (GLOBE NEWSWIRE) — Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a digital health company pioneering the next generation of technology platform enabling the continuous monitoring of an individual’s biochemistry, announces that, effective May 15, 2026, the Company will now be listed |
|
| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2026 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Number) |
|
| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 PROFUSA, INC. |
|
| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| May 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2026 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Number) |
|
| May 8, 2026 |
Profusa Receives Favorable Nasdaq Listing Determination Exhibit 99.1 Profusa Receives Favorable Nasdaq Listing Determination BERKELEY, CA, May 8, 2026 (GLOBE NEWSWIRE) — Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a digital health company pioneering the next generation of technology platform enabling the continuous monitoring of an individual’s biochemistry, announced that, by letter dated May 6, 2026, the Nasdaq Hearings Panel granted t |
|
| May 4, 2026 |
PROFUSA, INC. 179,272,293 Shares of Common Stock for Resale by the Selling Stockholders Filed Pursuant to 424(b)(3) Registration No. 333-295364 PROFUSA, INC. 179,272,293 Shares of Common Stock for Resale by the Selling Stockholders This prospectus relates to the resale, from time to time, by the Selling Stockholders identified in this prospectus under the caption “Selling Stockholders,” of up to 179,272,293 shares of common stock, par value $0.0001 per share, of the Company (the “Com |
|
| May 1, 2026 |
Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA 94710 Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA 94710 May 1, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549 Attention: Juana Grana Re: Profusa, Inc. Registration Statement on Form S-1 Registration No. 333-295364 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Profusa, Inc., a De |
|
| May 1, 2026 |
As filed with the Securities and Exchange Commission on May 1, 2026. As filed with the Securities and Exchange Commission on May 1, 2026. Registration No. 333-295364 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 3841 86-3437271 (State or other jurisdiction of incorporation or orga |
|
| April 30, 2026 |
April 30, 2026 Ben Hwang Chief Executive Officer Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA 94710 Re: Profusa, Inc. Registration Statement on Form S-1 Filed April 28, 2026 File No. 333-295364 Dear Ben Hwang: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you |
|
| April 29, 2026 |
19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected] Exhibit 10.3 19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected] To: Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA Attention: Fred Knechtel CFO April , 2026 Re: Amendment No. 4 Dear Fred: Reference is made to the Warrant to Purchase Shares of Common Stock of Profusa, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Compa |
|
| April 29, 2026 |
AMENDMENT NO. 1 TO NOTE MODIFICATION AND CONVERSION AGREEMENT Exhibit 10.2 AMENDMENT NO. 1 TO NOTE MODIFICATION AND CONVERSION AGREEMENT This Amendment No. 1 to the Note Modification and Conversion Agreement (this “Amendment”) is made and entered into as of April 29, 2026, by and between Profusa, Inc., a Delaware corporation formerly known as NorthView Acquisition Corp. (the “Company”), and NorthView Sponsor I LLC, a Delaware limited liability company (the “ |
|
| April 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2026 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| April 29, 2026 |
NOTE MODIFICATION AND CONVERSION AGREEMENT Exhibit 10.1 CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION. NOTE MODIFICATION AND |
|
| April 28, 2026 |
As filed with the Securities and Exchange Commission on April 28, 2026. As filed with the Securities and Exchange Commission on April 28, 2026. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 3841 86-3437271 (State or other jurisdiction of incorporation or organization) (Primary |
|
| April 28, 2026 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Profusa, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock (1) Other |
|
| April 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2026 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| April 27, 2026 |
Exhibit 2.1 CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION. ASSET PURCHASE AGREEME |
|
| April 24, 2026 |
Exhibit 10.4 Lock-up Agreement Ascent Partners Fund LLC 19505 Biscayne Blvd., Suite 2350 Aventura, FL 33180 As of April 20, 2026 Ladies and Gentlemen: The undersigned understands that Profusa, Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”) intends to enter into a Securities Purchase Agreement (as modified from time to time, the “Purchase Agree |
|
| April 24, 2026 |
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PROFUSA, INC. Exhibit 10.2 WARRANT NO. Date: April 20, 2026 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE |
|
| April 24, 2026 |
19505 Biscayne Blvd. • Suite 2350 • Aventura, FL 33180 • [email protected] Exhibit 10.3 19505 Biscayne Blvd. • Suite 2350 • Aventura, FL 33180 • [email protected] To: Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA Attention: Fred Knechtel, CFO April 20, 2026 Re: Issuance and Registration of Warrant Reference is made to (A) the Securities Purchase Agreement, dated as of February 11, 2025 (as modified to the date hereof, the “Purchase Agreement”), by and am |
|
| April 24, 2026 |
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL 20, 2027 Exhibit 10.1 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS NO |
|
| April 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2026 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| April 15, 2026 |
Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction New Profusa, Inc. California |
|
| April 15, 2026 |
Insider Trading Compliance Manual PROFUSA, INC. Adopted: July 23, 2025 Exhibit 19.1 Insider Trading Compliance Manual PROFUSA, INC. Adopted: July 23, 2025 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, attorneys, advisors and other related individuals, the Board of Directors (the “Board”) of Profusa, Inc., a Delaware corporation (the “Company”), has adopted the policies and procedure |
|
| April 15, 2026 |
PROFUSA, INC. EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of July 23, 2025 Exhibit 19.2 PROFUSA, INC. EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of July 23, 2025 The Board of Directors (the “Board”) of Profusa, Inc. (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or included in any agreement between th |
|
| April 15, 2026 |
AMENDED AND RESTATED PROMISSORY NOTE Exhibit 10.26 THIS AMENDED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
|
| April 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from to Commission file number: 001-41177 PROFUSA, INC. |
|
| April 6, 2026 |
Exhibit 99.2 Profusa Expands into Multi-Billion Dollar Precision Diagnostics Market with $30M Letter of Intent for a PanOmics Platform Company secures scalable multi-omics diagnostics platform and launches Mayo Clinic partnership adding to Lumee real-time biochemistry monitoring platform to advance pancreatic cancer applications BERKELEY, CA, April 06, 2026 (GLOBE NEWSWIRE) - Profusa, Inc. (“Profu |
|
| April 6, 2026 |
19505 Biscayne Blvd. • Suite 2350 • Aventura, FL 33180 • [email protected] Exhibit 10.1 19505 Biscayne Blvd. • Suite 2350 • Aventura, FL 33180 • [email protected] To: Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA Attention: Fred Knechtel, CFO April 2, 2026 Re: Amendment No. 4 Dear Fred: Reference is made to (A) the Securities Purchase Agreement, dated as of February 11, 2025 (as modified to the date hereof, the “Purchase Agreement”), by and among Profusa |
|
| April 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2026 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Number |
|
| April 6, 2026 |
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL 2, 2027 Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS NO |
|
| April 6, 2026 |
Exhibit 99.1 March 31, 2026 as revised on April 4, 2026 Bio Insights Attention: [***] This non-binding letter of intent (this “Letter of Intent”), which amends and restates the letter of intent entered into on March 31, 2026, is further to our recent meetings and discussions regarding a proposed strategic transaction (the “Proposed Transaction”) pursuant to which Profusa Inc. (“Profusa”) proposes |
|
| April 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K ☐ Transition Report o |
|
| March 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2026 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| March 26, 2026 |
AMENDMENT TO Amended and Restated Promissory Note Exhibit 10.1 AMENDMENT TO Amended and Restated Promissory Note This Amendment (this “Amendment”) to the Promissory Note dated as of April 27, 2023 issued by Profusa, Inc., a Delaware corporation formerly known as NorthView Acquisition Corp. (the “Company”) to NorthView Sponsor I LLC, a Delaware limited liability company (the “Sponsor”) (as amended and restated on January 8, 2024 and amended on May |
|
| March 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2026 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| March 13, 2026 |
19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected] 19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected] VIA EMAIL To: BitGo Trust Company, Inc. 6216 Pinnacle Place Suite 101 Sioux Falls, SD 57108 [email protected] [email protected] [email protected] March 12, 2026 Re: Termination of Account Control Agreement To Whom it May Concern: Reference is made to the Account Control Agreement (the “Control Agreem |
|
| March 2, 2026 |
As filed with the Securities and Exchange Commission on March 2, 2026 As filed with the Securities and Exchange Commission on March 2, 2026 Registration No. |
|
| February 17, 2026 |
CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 Exhibit 10.32 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 Certain information has been excluded from this exhibit (indicated by “[***]”) because such information is both (i) not material and (ii) the type that the company treats as private or confidential. MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH KNOW-HOW LICENSE AGREEMENT This know-how license agreement (“Agree |
|
| February 17, 2026 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Profusa, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees Previously Paid Equity Common Stock, unde |
|
| February 17, 2026 |
Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA 94710 Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA 94710 February 17, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549 Attention: Juan Grana Re: Profusa, Inc. Registration Statement on Form S-1 Registration No. 333-293179 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Profusa, Inc., |
|
| February 17, 2026 |
Filed Pursuant to 424(b)(3) Registration No. 333-293179 PROFUSA, INC. 126,500 Shares of Common Stock Issuable Upon Exercise of Public Warrants, and 579,865 Shares of Common Stock for Resale by the Selling Stockholders This prospectus relates to the issuance by us of up to an aggregate of up to 126,500 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), that ar |
|
| February 17, 2026 |
As filed with the Securities and Exchange Commission on February 17, 2026. As filed with the Securities and Exchange Commission on February 17, 2026. Registration No. 333-293179 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 3841 86-3437271 (State or other jurisdiction of incorporation o |
|
| February 13, 2026 |
Exhibit 10.29 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February [], 2026, is entered into by and between Profusa, Inc. a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”). WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, No |
|
| February 13, 2026 |
MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH KNOW-HOW LICENSE AGREEMENT Exhibit 10.1 Certain information has been excluded from this exhibit (indicated by “[***]”) because such information is both (i) not material and (ii) the type that the company treats as private or confidential. MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH KNOW-HOW LICENSE AGREEMENT This know-how license agreement (“Agreement”) is by and between Mayo Foundation for Medical Education and Rese |
|
| February 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2026 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| February 13, 2026 |
Exhibit 99.1 Profusa and Mayo Clinic collaborate to Advance High-Impact Clinical Applications of Oxygen Monitoring Technologies February 12, 2026 Collaboration with Mayo Clinic aims to accelerate regulatory approval and commercialization of Lumee™ wearable continuous tissue oxygen monitoring product Seeking to develop and commercialize new tethered continuous oxygen monitoring products for high im |
|
| February 13, 2026 |
As filed with the Securities and Exchange Commission on February 13, 2026 As filed with the Securities and Exchange Commission on February 13, 2026 Registration No. |
|
| February 13, 2026 |
PRE- FUNDED COMMON STOCK PURCHASE WARRANT Profusa, Inc. Exhibit 4.2 PRE- FUNDED COMMON STOCK PURCHASE WARRANT Profusa, Inc. Warrant Shares: [] Initial Exercise Date: [], 2026 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof |
|
| February 13, 2026 |
As filed with the Securities and Exchange Commission on February 13, 2026 As filed with the Securities and Exchange Commission on February 13, 2026 Registration No. |
|
| February 13, 2026 |
CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 Exhibit 10.27 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 Certain information has been excluded from this exhibit (indicated by “[***]”) because such information is both (i) not material and (ii) the type that the company treats as private or confidential. MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH KNOW-HOW LICENSE AGREEMENT This know-how license agreement (“Agree |
|
| February 13, 2026 |
COMMON STOCK PURCHASE WARRANT Profusa, Inc. Exhibit 4.3 COMMON STOCK PURCHASE WARRANT Profusa, Inc. Warrant Shares: []1 Initial Exercise Date: [], 2026 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise |
|
| February 13, 2026 |
February 13, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Profusa, Inc. Registration Statement on Form S-1 filed on February 13, 2026 File No. 333-293451 Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, a |
|
| February 13, 2026 |
Exhibit 10.28 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February [●], 2026 between Profusa, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set f |
|
| February 13, 2026 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [], 2026 Maxim Group LLC 300 Park Avenue New York, NY 10022 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Profusa, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[] of registered securities (the “Securities”) of the Company, including, but not limited to, Units (t |
|
| February 13, 2026 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Profusa, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Units consisting of: (1 |
|
| February 13, 2026 |
February 13, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Profusa, Inc. Registration Statement on Form S-1 File No. 333-293451 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group |
|
| February 10, 2026 |
PROFUSA, INC. 2,962,962 Shares of Common Stock by the Selling Stockholder Filed pursuant to Rule 424(b)(3) Registration No. 333-289958 PROSPECTUS SUPPLEMENT (to Prospectus dated September 26, 2025) PROFUSA, INC. 2,962,962 Shares of Common Stock by the Selling Stockholder This prospectus supplement amends and supplements certain information contained in the prospectus dated September 26, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S- |
|
| February 10, 2026 |
PROFUSA, INC. 119,611 Shares of Common Stock by the Selling Stockholder Filed pursuant to Rule 424(b)(3) Registration No. 333-289461 PROSPECTUS SUPPLEMENT (to Prospectus dated August 25, 2025) PROFUSA, INC. 119,611 Shares of Common Stock by the Selling Stockholder This prospectus supplement amends and supplements certain information contained in the prospectus dated August 25, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1, as am |
|
| February 10, 2026 |
February 10, 2026 Ben Hwang Chief Executive Officer Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA 94710 Re: Profusa, Inc. Registration Statement on Form S-1 Filed February 04, 2026 File No. 333-293179 Dear Ben Hwang: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remin |
|
| February 10, 2026 |
PROFUSA, INC. 567,920 Shares of Common Stock by the Selling Stockholders Filed pursuant to Rule 424(b)(3) Registration No. 333-290805 PROSPECTUS SUPPLEMENT (to Prospectus dated October 29, 2025) PROFUSA, INC. 567,920 Shares of Common Stock by the Selling Stockholders This prospectus supplement amends and supplements certain information contained in the prospectus dated October 29, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (Fi |
|
| February 5, 2026 |
Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROFUSA, INC. Profusa, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) for the purpose of amending its Amended and Restated Certificate of Incorporation in accordance with the General Corporation Law of the State of Delaware, does |
|
| February 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 5, 2026 PROFUSA, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organization) (Com |
|
| February 5, 2026 |
Profusa Announces 1-for-75 Reverse Stock Split Exhibit 99.1 Profusa Announces 1-for-75 Reverse Stock Split BERKELEY, California, February 5, 2026 (GLOBE NEWSWIRE) — Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a commercial stage digital health company pioneering a next-generation technology platform enabling the continuous monitoring of an individual’s biochemistry, today announced that it filed an amendment to its amended and re |
|
| February 4, 2026 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Profusa, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, underlyin |
|
| February 4, 2026 |
As filed with the Securities and Exchange Commission on February 3, 2026. As filed with the Securities and Exchange Commission on February 3, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 3841 86-3437271 (State or other jurisdiction of incorporation or organization) (Primary S |
|
| February 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2026 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Num |
|
| January 29, 2026 |
As confidentially submitted to the U.S. Securities and Exchange Commission on January 28, 2026. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE |
|
| January 29, 2026 |
January 29, 2026 Ben Hwang Chief Executive Officer Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA 94710 Re: Profusa, Inc. Draft Registration Statement on Form S-1 Submitted January 29, 2026 CIK No. 0001859807 Dear Ben Hwang: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement and non-public draft sub |
|
| January 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
|
| December 30, 2025 |
19505 Biscayne Blvd.• Suite 2350 • Aventura, FL 33180 • [email protected] Exhibit 10.1 19505 Biscayne Blvd.• Suite 2350 • Aventura, FL 33180 • [email protected] To: Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA Attention: Fred Knechtel CFO December 29, 2025 Re: Amendment No. 3 Dear Fred: Reference is made to the Securities Purchase Agreement, dated as of February 11, 2025 (as modified to the date hereof, the “Purchase Agreement”), by and among Profusa, I |
|
| December 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| December 23, 2025 |
19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected] Exhibit 10.1 Execution Version 19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected] To: Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA Attention: Fred Knechtel, CFO Amendment No. 1 to Securities Purchase Agreement December 22, 2025 Re: Amendment No. 1 Dear Fred: Reference is made to that certain Securities Purchase Agreement, dated as of July 28, 2025 (as modi |
|
| December 23, 2025 |
19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected] Exhibit 10.2 Execution Version 19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● [email protected] To: Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA Attention: Fred Knechtel, CFO Amendment No. 2 to Amended Senior Secured Convertible Promissory Note December 22, 2025 Re: Amendment No. 1 Dear Fred: Reference is made to that certain Senior Secured Convertible Promissory Note, |
|
| December 23, 2025 |
Filed pursuant to Rule 424(b)(3) File No. 333-290805 PROSPECTUS SUPPLEMENT DATED DECEMBER 23, 2025 TO PROSPECTUS DATED OCTOBER 29, 2025 PROFUSA, INC. This prospectus supplement, dated December 23, 2025, (this “Prospectus Supplement”) updates, amends, and supplements that certain prospectus filed by Profusa, Inc. (the “Company”, or “our”) with the Securities and Exchange Commission (the “SEC”) and |
|
| December 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| December 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| November 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| November 20, 2025 |
Exhibit 99.1 Profusa Announces Third Quarter Business and Financial Highlights Recapitalization reduced net debt to $14 million as of October 31; achieved key milestones to deliver potential 2026 revenue target BERKELEY, Calif, November 19, 2025 (GLOBE NEWSWIRE) — Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a commercial stage digital health company pioneering a next-generation techn |
|
| November 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 PROFUSA, |
|
| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K ☐ Transition Report |
|
| November 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Num |
|
| October 30, 2025 |
Exhibit 99.2 NASDAQ: PFSA October 2025 INVESTOR PRESENTATION ”Pioneering real time biochemistry that drives AI - led, personalized healthcare technologies” NASDAQ: PFSA DISCLAIMER AND SAFE HARBOR STATEMENT 2 Disclaimer This presentation (“Presentation”) is being issued by Profusa, Inc. (the “Company” or “Profusa”) for information purposes only. The content of this Presentation has not been approve |
|
| October 30, 2025 |
Exhibit 99.1 Profusa Outlines Potential Path to $250 Million Revenue by 2030, Driven by Sequential Lumee™ Oxygen and Glucose Monitoring Launches EU commercialization expected in early 2026; U.S. entry and expanded indications to follow as digital-health pioneer advances tissue-integrated biosensor platform BERKELEY, Calif, October 30, 2025 (GLOBE NEWSWIRE) — Profusa, Inc. (“Profusa” or the “Compan |
|
| October 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Num |
|
| October 29, 2025 |
PROFUSA, INC. 42,594,048 Shares of Common Stock Filed Pursuant to 424(b)(3) Registration No. 333-290805 PROFUSA, INC. 42,594,048 Shares of Common Stock This prospectus relates to the resale, from time to time, by the Selling Stockholders identified in this prospectus under the caption “Selling Stockholders,” of up to 42,594,048 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) comprising: (a) up to 42,211, |
|
| October 21, 2025 |
Exhibit 3.1 Page 1 Delaware The First State I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “PROFUSA, INC.”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF OCTOBER, A.D. 2025, AT 1:59 O’CLOCK P.M. /s/ Charuni Patibanda-Sanchez 5603790 8100 SR# 20254312565 Charuni Patibanda-Sanchez, |
|
| October 21, 2025 |
Exhibit 99.1 NASDAQ: PFSA October 2025 INVESTOR PRESENTATION ”Pioneering real time biochemistry that drives AI - led, personalized healthcare technologies” NASDAQ: PFSA DISCLAIMER AND SAFE HARBOR STATEMENT 2 Disclaimer This presentation (“Presentation”) is being issued by Profusa, Inc. (the “Company” or “Profusa”) for information purposes onl y. The content of this Presentation has not been approv |
|
| October 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Num |
|
| October 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Num |
|
| October 9, 2025 |
As filed with the Securities and Exchange Commission on October 9, 2025. As filed with the Securities and Exchange Commission on October 9, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 3841 26-4589529 (State or other jurisdiction of incorporation or organization) (Primary St |
|
| October 9, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Profusa, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.0001 p |
|
| October 8, 2025 |
Profusa Invests Additional $1 Million in Digital Treasury Assets Exhibit 99.1 Profusa Invests Additional $1 Million in Digital Treasury Assets BERKELEY, Calif, October 7, 2025 (GLOBE NEWSWIRE) — Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a commercial stage digital health company pioneering a next-generation technology platform enabling the continuous monitoring of an individual’s biochemistry, announces its second $1 million investment in digita |
|
| October 8, 2025 |
Exhibit 10.1 Account Control Agreement This Account Control Agreement (the “Agreement”) is made effective [29 September 2025 | 8:43 AM PDT] among Profusa, Inc. (formerly, NorthView Acquisition Corporation), a Delaware corporation (the “Pledgor”), Ascent Partners Fund LLC a Delaware limited liability corporation (in its capacity as collateral agent for the Buyers (as defined below) in such capacity |
|
| October 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| October 8, 2025 |
AMENDMENT TO THE BYLAWS OF PROFUSA, INC. (formerly Northview Acquisition Corporation) Exhibit 3.1 AMENDMENT TO THE BYLAWS OF PROFUSA, INC. (formerly Northview Acquisition Corporation) This Amendment to the Bylaws (this Amendment) of Profusa, Inc., a Delaware corporation (the Company), is adopted effective as of [Date], pursuant to Section 9.15 of the Company’s Bylaws and the Delaware General Corporation Law. 1. Amendment to Section 2.4 (Quorum) Section 2.4 of the Bylaws is hereby a |
|
| October 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
|
| September 26, 2025 |
Filed Pursuant to 424(b)(3) Registration No. 333-289958 PROFUSA, INC. 222,222,222 Shares of Common Stock by the Selling Stockholder This prospectus relates to the resale, from time to time, by Ascent Partners Fund LLC (“Ascent” or the “Selling Stockholder”) of up to 222,222,222 shares of our Common Stock issuable upon conversion of certain convertible promissory notes, with an aggregate principal |
|
| September 26, 2025 |
X0101 EFFECT 33 LIVE 2025-09-26 16:30:00 S-1 0001859807 Profusa, Inc. 333-289958 |
|
| September 24, 2025 |
PROFUSA, INC. 626 Bancroft Way Suite A Berkeley, CA 94710 PROFUSA, INC. 626 Bancroft Way Suite A Berkeley, CA 94710 September 24, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Profusa, Inc. Registration Statement on Form S-1 File No. 333-289958 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Profusa, Inc., a Delaware corporation (the “Company”), hereby r |
|
| September 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
|
| September 17, 2025 |
As filed with the Securities and Exchange Commission on September 16, 2025. As filed with the Securities and Exchange Commission on September 16, 2025. Registration No. 333-289958 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 3841 26-4589529 (State or other jurisdiction of incorporation |
|
| September 16, 2025 |
ArentFox Schiff LLP 1717 K Street, NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Marc Rivera Partner 202.350.3643 direct [email protected] September 16, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, DC 20549 Attention: Juan Grana and Jane Park Re: Profusa, I |
|
| September 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File N |
|
| September 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| September 9, 2025 |
September 9, 2025 Ben Hwang Chief Executive Officer Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA 94710 Re: Profusa, Inc. Registration Statement on Form S-1 Filed August 29, 2025 File No. 333-289958 Dear Ben Hwang: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and provid |
|
| September 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| August 29, 2025 |
As filed with the Securities and Exchange Commission on August 29, 2025. As filed with the Securities and Exchange Commission on August 29, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 3841 26-4589529 (State or other jurisdiction of incorporation or organization) (Primary St |
|
| August 29, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Profusa, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.0001 p |
|
| August 26, 2025 |
19505 Biscayne Blvd. • Suite 2350 • Aventura, FL 33180 • [email protected] Exhibit 10.1 19505 Biscayne Blvd. • Suite 2350 • Aventura, FL 33180 • [email protected] To: Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA Attention: Fred Knechtel, CFO August 25, 2025 Re: Amendment No. 1 Dear Fred: Reference is made to the Securities Purchase Agreement, dated as of February 11, 2025 (as modified to the date hereof, the “Purchase Agreement”), by and among Profusa, |
|
| August 26, 2025 |
19505 Biscayne Blvd. • Suite 2350 • Aventura, FL 33180 • [email protected] Exhibit 10.2 19505 Biscayne Blvd. • Suite 2350 • Aventura, FL 33180 • [email protected] To: Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA Attention: Fred Knechtel, CFO August 25, 2025 Re: Amendment No. 1 Dear Fred: Reference is made to the Securities Purchase Agreement, dated as of February 11, 2025 (as modified to the date hereof, the “Purchase Agreement”), by and among Profusa, |
|
| August 26, 2025 |
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE ______________ 20__1 Exhibit 10.3 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS NO |
|
| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| August 25, 2025 |
PROFUSA, INC. 8,970,830 Shares of Common Stock by the Selling Stockholder Filed Pursuant to Rule 424(b)(3) Registration No. 333-289461 PROFUSA, INC. 8,970,830 Shares of Common Stock by the Selling Stockholder This prospectus relates to the offer and sale of up to 8,970,830 shares of our Common Stock, par value $0.0001 per share (“the Common Stock”), by Ascent Partners Fund LLC, whom we refer to in this prospectus as “Ascent” or the “Selling Stockholder.” The shares of C |
|
| August 22, 2025 |
As filed with the Securities and Exchange Commission on August 22, 2025. As filed with the Securities and Exchange Commission on August 22, 2025. Registration No. 333-289461 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 3841 26-4589529 (State or other jurisdiction of incorporation or org |
|
| August 21, 2025 |
As filed with the Securities and Exchange Commission on August 21, 2025. As filed with the Securities and Exchange Commission on August 21, 2025. Registration No. 333-289461 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 3841 26-4589529 (State or other jurisdiction of incorporation or org |
|
| August 21, 2025 |
Profusa, Inc. 626 Bancroft Way Suite A Berkeley, CA 94710 Profusa, Inc. 626 Bancroft Way Suite A Berkeley, CA 94710 August 21, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Profusa, Inc. Registration Statement on Form S-1 File No. 333-289461 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Profusa, Inc., a Delaware corporation (the “Company”), hereby resp |
|
| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| August 19, 2025 |
Exhibit 99.1 Profusa Welcomes Former Acting U.S. Veterans Affairs Secretary Peter O’Rourke as Lead Independent Director; Adds Seasoned Finance Executive Fred Knechtel as CFO Board addition served in the Trump Administration, overseeing 1,300 facilities serving more than 9 million veterans; New CFO has led finance and operations at companies including Northrop Grumman, Stanley Black & Decker, and D |
|
| August 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
|
| August 18, 2025 |
August 18, 2025 Ben Hwang Chief Executive Officer Profusa, Inc. 626 Bancroft Way Suite A Berkeley, CA 94710 Re: Profusa, Inc. Registration Statement on Form S-1 Filed August 11, 2025 File No. 333-289461 Dear Ben Hwang: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you |
|
| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Co |
|
| August 15, 2025 |
Exhibit 10.11 Final Form STOCKHOLDER LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 11, 2025 between [STOCKHOLDER] (the “Stockholder”) and NorthView Acquisition Corp., a Delaware corporation (“Acquiror”). The Stockholder and the Acquiror are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms u |
|
| August 15, 2025 |
Exhibit 99.1 PROFUSA, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) June 30, 2025 (UNAUDITED) December 31 2024 Assets Current assets: Cash $ 44 $ 191 Other receivables — — Prepaid expenses and other current assets 209 69 Total current assets 253 260 Deferred offering costs 4,136 2,757 Other non-current assets 55 56 Total assets $ 4,444 |
|
| August 15, 2025 |
Exhibit 10.3 Execution Version SPONSOR LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 11, 2025 between NorthView Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”) and NorthView Acquisition Corp., a Delaware corporation (“Acquiror”). The Sponsor and the Acquiror are sometimes referred to herein individually as a “Party” and collect |
|
| August 15, 2025 |
PROFUSA MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 PROFUSA MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provides information that Profusa, Inc.’s (hereafter referred to as Profusa or we) management believes is relevant to an assessment and understanding of Profusa’s results of operations and financial condition. The discussion should be read together with “ |
|
| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 PROFUSA, INC. |
|
| August 11, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Profusa, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.0001 p |
|
| August 11, 2025 |
As filed with the Securities and Exchange Commission on August 8, 2025. As filed with the Securities and Exchange Commission on August 8, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 3841 26-4589529 (State or other jurisdiction of incorporation or organization) (Primary Sta |
|
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| August 7, 2025 |
Exhibit 99.1 Profusa, Inc. Provides Strategy Overview and Business Update for Investors August 6, 2025 BERKELEY, Calif, Aug. 06, 2025 (GLOBE NEWSWIRE) - Profusa, Inc. (“Profusa” or the “Company”) (NASDAQ: PFSA), a commercial stage digital health company pioneering the next generation of technology platform enabling the continuous monitoring of an individual’s biochemistry, provides a strategy over |
|
| July 28, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of July 28, 2025, is entered into by and among Profusa, Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and the holders identified on the signature pages hereto (each, together with its successors and, if permitted, assigns, and together |
|
| July 28, 2025 |
Exhibit 4.1 WARRANT NO. Date: July 28, 2025 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE S |
|
| July 28, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 28, 2025, by and between Profusa, Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and Ascent Partners Fund LLC, a Delaware limited liability company, together with any successor and, if permitted, assigns, the “Purchaser”). WHER |
|
| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Number |
|
| July 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Number |
|
| July 18, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information presents the combination of financial information of Northview Acquisition, Corporation (“NorthView”) and Profusa, Inc. (“Profusa”), adjusted to give effect to the Business Combination and related transactions. The following unaudited pro |
|
| July 18, 2025 |
Exhibit 10.6 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS NO |
|
| July 18, 2025 |
Exhibit 10.9 security agreement This Security Agreement (this “Agreement”), dated as of July 11, 2025, is entered into by and among Profusa, Inc., a Delaware corporation (formerly, NorthView Acquisition Corporation) (the “Company”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.5 (together with the Company, the “Grantors”) i |
|
| July 18, 2025 |
Exhibit 10.10 GUARANTY This Guaranty (this “Guaranty”), dated as of July 11, 2025, by Profusa, Inc. (formerly, NorthView Acquisition Corporation), a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”)), and Profusa, Inc., a California corporation and each of the other entities listed on the signature pages hereof as a guarantor or that becomes a party here |
|
| July 18, 2025 |
Closing Agreement, dated as of July 11, 2025, by and among NorthView, Profusa and the Merger Sub Exhibit 10.5 NORTHVIEW ACQUISITION CORP. 207 West 25th St., 9th Floor New York, 10001 July 11, 2025 NV Profusa Merger Sub, Inc. Profusa, Inc. 207 West 25th St, 9th Floor 345 Allerton Ave. New York, NY 10001 South San Francisco, CA 94080 Attention: Ben Hwang Email: [email protected] NorthView Acquisition Corp. 207 West 25th St, 9th Floor New York, NY 10001 Attention: Jack Stover Email: jstover@ |
|
| July 18, 2025 |
Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of July 11, 2025, is entered into by and among Profusa, Inc. (formerly, NorthView Acquisition Corporation), a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and the holders identified on the signature pages hereto (each, together with its succes |
|
| July 18, 2025 |
Exhibit 10.7 LOCK-UP AGREEMENT Ascent Partners Fund LLC 19505 Biscayne Blvd., Suite 2350 Aventura, FL 33180 As of July 11, 2025 Ladies and Gentlemen: The undersigned understands that Northview Acquisition Corp., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”) intends to enter into a Securities Purchase Agreement (as modified from time to time, the “P |
|
| July 18, 2025 |
Exhibit 99.2 PROFUSA, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) March 31, 2025 (UNAUDITED) December 31 2024 Assets Current assets: Cash $ 19 $ 191 Other receivables — — Prepaid expenses and other current assets 87 69 Total current assets 106 260 Deferred offering costs 3,078 2,757 Other non-current assets 55 56 Total assets $ 3,239 |
|
| July 18, 2025 |
Exhibit 99.1 Profusa Announces Closing of Business Combination and the Commencement of Trading on Nasdaq Profusa's Common Stock is Expected to Begin Trading on Nasdaq on Monday, July 14, 2025 Under the Ticker “PFSA” BERKELEY, Calif, July 11, 2025 (GLOBE NEWSWIRE) - Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a commercial stage digital health company pioneering the next generation of |
|
| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement PROFUSA, INC. (Name of Registra |
|
| July 11, 2025 |
The Nasdaq Stock Market LLC, 1100 New York Ave. NW, Suite 310E, Washington, DC 20005 Eun Ah Choi Senior Vice President Global Head of Regulatory Operations July 11, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on July 11, 2025, The Nasdaq Stock Market (the "Exchange") |
|
| July 11, 2025 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Profusa, Inc. (Exact name of registrant as specified in its charter) Delaware 86-3437271 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 626 Bancroft Wa |
|
| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 27, 2025 NORTHVIEW ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or O |
|
| July 3, 2025 |
PRE 14C 1 ea0248073-pre14cnorthview.htm PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 |
|
| July 3, 2025 |
Exhibit 10.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORPORATION (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acquisitio |
|
| June 18, 2025 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NorthView Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 86-3437271 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification |
|
| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW ACQ |
|
| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation or |
|
| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 5, 2025 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organiza |
|
| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 5, 2025 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organiza |
|
| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41177 CUSIP NUMBER 66718N 103 66718N 111 66718N 129 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repor |
|
| May 15, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269417 NorthView Acquisition Corporation 207 West 25th St, 9th Floor New York, NY 10001 Telephone: (212) 494-9022 May 15, 2025 Dear NorthView Acquisition Corporation Stockholder: You are cordially invited to attend the special meeting (the “Special Meeting”) of stockholders of NorthView Acquisition Corporation (“NorthView”) to be held at 10:00 |
|
| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 8, 2025 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organizat |
|
| May 15, 2025 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT, dated as of May 8, 2025 (this “Agreement”), is entered into by each of the parties identified on the signature page (the “Shareholders”) and Northview Acquisition Corporation, a Delaware corporation (“SPAC”). Unless specifically defined in this Agreement or otherwise stated, capitalized terms used but not defined in this Agreemen |
|
| May 15, 2025 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT, dated as of May 8, 2025 (this “Agreement”), is entered into by each of the parties identified on the signature page (the “Shareholders”) and Northview Acquisition Corporation, a Delaware corporation (“SPAC”). Unless specifically defined in this Agreement or otherwise stated, capitalized terms used but not defined in this Agreemen |
|
| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 8, 2025 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organizat |
|
| May 14, 2025 |
May 14, 2025 Jack Stover Chief Executive Officer NorthView Acquisition Corporation 207 West 25 th St. |
|
| May 13, 2025 |
Letter from Marcum LLP, dated May 12, 2025 Exhibit 16.1 May 12, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Northview Acquisition Corp. under the section titled “CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS” in its Form S-4/A dated May 12, 2025. We agree with the statements concerning our Firm in such Form S-4/A; we are not in a position to agree or dis |
|
| May 13, 2025 |
Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA 94710 Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA 94710 NorthView Acquisition Corp. 207 West 25th St., 9th Floor New York, NY 10001 May 13, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 Re: NorthView Acquisition Corp. Profusa, Inc. Amendment No. 14 to Registration Statement on Form S-4 Filed May 9, 2025 Fil |
|
| May 13, 2025 |
As filed with the U.S. Securities and Exchange Commission on May 12, 2025. As filed with the U.S. Securities and Exchange Commission on May 12, 2025. Registration Statement No. 333-269417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 14 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 6770 86-3437271 (Jurisdiction o |
|
| May 12, 2025 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] May 12, 2025 Office of Industrial Applications and Services Division of Corporation Finance United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Katherine Bagley Re: NorthView A |
|
| May 12, 2025 |
May 12, 2025 Jack Stover Chief Executive Officer NorthView Acquisition Corporation 207 West 25th St, 9th Floor New York, NY 10001 Ben Hwang Chief Executive Officer Profusa, Inc. |
|
| May 9, 2025 |
As filed with the U.S. Securities and Exchange Commission on May 8, 2025. As filed with the U.S. Securities and Exchange Commission on May 8, 2025. Registration Statement No. 333-269417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 13 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 6770 86-3437271 (Jurisdiction of |
|
| May 9, 2025 |
Form of Share Purchase Agreement for APAC Joint Venture Exhibit 10.19 FORM OF SHARE PURCHASE AGREEMENT Table of Contents Section 1 DEFINITIONS AND INTERPRETATION 2 Section 2 issuance of new shares to the seller 3 Section 3 purchase and sale Transactions 3 Section 4 Closing 4 Section 5 representations and warranties of the seller 6 Section 6 Representations and warranties of the purchaser 6 Section 7 CONDITIONS precedent TO closing 7 Section 8 covenants |
|
| May 9, 2025 |
Exhibit 10.16 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT, dated as of May 8, 2025 (this “Agreement”), is entered into by each of the parties identified on the signature page (the “Shareholders”) and Northview Acquisition Corporation, a Delaware corporation (“SPAC”). Unless specifically defined in this Agreement or otherwise stated, capitalized terms used but not defined in this Agreeme |
|
| May 9, 2025 |
Form of Preliminary Proxy Card Exhibit 99.1 PROXY CARD NorthView Acquisition Corp. Special Meeting of Stockholders This Proxy Is Solicited On Behalf Of The Board Of Directors Fred Knechtel (the “Proxy) is hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned possess if personally present, at the Special Meeting of Shareholders of NorthView Acquisition Corp. to be held o |
|
| May 9, 2025 |
Form of Shareholders Agreement for APAC Joint Venture Exhibit 10.18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL FORM OF SHAREHOLDERS AGREEMENT table of contents Section 1 DEFINITIONS AND INTERPRETATION 2 Section 2 board of directors and Governance 2 Section 3 INFORMATION RIGHTS 4 Section 4 P |
|
| May 9, 2025 |
Form of APAC Joint Venture License Agreement Exhibit 10.17 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL License Agreement This License Agreement (“Agreement”) is made effective and entered into on [], 2025 (“Effective Date”) by and between: PROFUSA, Inc., a company organized and exis |
|
| May 9, 2025 |
Amendment Number One to Binding Term Sheet for APAC Joint Venture Exhibit 10.8 CONFIDENTIAL PROFUSA, INC. AMENDMENT NUMBER ONE TO BINDING TERM SHEET FOR APAC JOINT VENTURE This Amendment Number One to the prior Binding Term Sheet for APAC Joint Venture (this “Amendment No.1”) is made and entered into as of [ ], 2023 (the “Effective Date”) by and among PROFUSA, Inc, a California Corporation (“Company”), Carbis Bay Limited (or its Affiliates) (“Carbis Bay”), BC hS |
|
| May 9, 2025 |
Loan Agreement between Profusa and Tasly, dated June 15, 2023 Exhibit 10.12 DATED JUNE 15, 2023 Loan Agreement between PROFUSA, Inc as the Borrower and Tasly (International) Healthcare Investment & Development Company Limited as the Lender This Loan Agreement (this “Agreement”) is made and entered into as of June 15, 2023 in Beichen District, Tianjin, the People’s Republic of China, by and between The Lender, Tasly (International) Healthcare Investment & Dev |
|
| May 8, 2025 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] May 8, 2025 Office of Industrial Applications and Services Division of Corporation Finance United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Katherine Bagley Re: NorthView Ac |
|
| May 2, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 30, 2025 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organi |
|
| May 2, 2025 |
Letter from Marcum LLP dated May 2, 2025 Exhibit 16.1 May 2, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Northview Acquisition Corp. under Item 4.01 of its Form 8-K dated April 30, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Northview Acquisition Corp. c |
|
| April 28, 2025 |
As filed with the U.S. Securities and Exchange Commission on April 25, 2025. As filed with the U.S. Securities and Exchange Commission on April 25, 2025. Registration Statement No. 333-269417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 12 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 6770 86-3437271 (Jurisdiction |
|
| April 25, 2025 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] April 25, 2025 Office of Industrial Applications and Services Division of Corporation Finance United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Katherine Bagley Re: NorthView |
|
| April 18, 2025 |
April 18, 2025 Jack Stover Chief Executive Officer NorthView Acquisition Corporation 207 West 25th St, 9th Floor New York, NY 10001 Ben Hwang Chief Executive Officer Profusa, Inc. |
|
| April 3, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) NorthView Acquisition Corp. |
|
| April 3, 2025 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] April 3, 2025 Office of Industrial Applications and Services Division of Corporation Finance United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Katherine Bagley Re: NorthView |
|
| April 3, 2025 |
As filed with the U.S. Securities and Exchange Commission on April 3, 2025. As filed with the U.S. Securities and Exchange Commission on April 3, 2025. Registration Statement No. 333-269417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 11 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 6770 86-3437271 (Jurisdiction |
|
| March 31, 2025 |
Insider Trading Policy of the Company Exhibit 19 NorthView Acquisition Corp. INSIDER TRADING POLICY Purpose This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in NorthView Acquisition Corp. (the “Company”) securities and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s board of directors has adopted this Policy to p |
|
| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission File Number: 001-41177 NORTHVIEW ACQUISITION CORP. (E |
|
| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2025 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation o |
|
| March 26, 2025 |
Form of Amendment to the Investment Management Trust Agreement Exhibit 10.1 FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of [ ], 2025, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between NorthView Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the |
|
| March 26, 2025 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acquisition Corpo |
|
| March 18, 2025 |
Exhibit 99.1 ANNEX A PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acqui |
|
| March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation o |
|
| March 18, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation o |
|
| March 18, 2025 |
Exhibit 99.1 ANNEX A PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acqui |
|
| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
|
| March 7, 2025 |
March 7, 2025 Jack Stover Chief Executive Officer NorthView Acquisition Corporation 207 West 25th St, 9th Floor New York, NY 10001 Ben Hwang Chief Executive Officer Profusa, Inc. |
|
| February 28, 2025 |
February 28, 2025 Jack E. Stover Chief Executive Officer NorthView Acquisition Corp 207 West 25th St., 9th Floor New York, NY 10001 Re: NorthView Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed February 27, 2025 File No. 001-41177 Dear Jack E. Stover: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy a |
|
| February 27, 2025 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] February 27, 2025 Office of Industrial Applications and Services Division of Corporation Finance United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Re: NorthView Acquisition C |
|
| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
|
| February 26, 2025 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] February 26, 2025 Office of Industrial Applications and Services Division of Corporation Finance United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Re: NorthView Acquisition C |
|
| February 19, 2025 |
Exhibit 2.1 AMENDMENT NO. 4 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION February 11, 2025 THIS AMENDMENT No. 4 to the Merger Agreement and Plan of Reorganization, dated as of November 7, 2022 (as amended by Amendment No. 1 to the Merger Agreement and Plan of Reorganization, dated September 12, 2023, by Amendment No. 2 to the Merger Agreement and Plan of Reorganization, dated January 12, 2024, b |
|
| February 19, 2025 |
Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS NO |
|
| February 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 11, 2025 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Org |
|
| February 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 11, 2025 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Org |
|
| February 19, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 11, 2025, by and among NorthView Acquisition Corp., a Delaware Corporation (together with the Person surviving the Business Combination and their successors and, if permitted, assigns, the “Company”), and the purchasers identified on the signature pages hereto (each, an “Initial |
|
| February 19, 2025 |
Exhibit 2.1 AMENDMENT NO. 4 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION February 11, 2025 THIS AMENDMENT No. 4 to the Merger Agreement and Plan of Reorganization, dated as of November 7, 2022 (as amended by Amendment No. 1 to the Merger Agreement and Plan of Reorganization, dated September 12, 2023, by Amendment No. 2 to the Merger Agreement and Plan of Reorganization, dated January 12, 2024, b |
|
| February 19, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 11, 2025, by and among NorthView Acquisition Corp., a Delaware Corporation (together with the Person surviving the Business Combination and their successors and, if permitted, assigns, the “Company”), and the purchasers identified on the signature pages hereto (each, an “Initial |
|
| February 19, 2025 |
Exhibit 10.3 Lock-up Agreement Ascent Partners Fund LLC 19505 Biscayne Blvd., Suite 2350 Aventura, FL 33180 As of February , 2025 Ladies and Gentlemen: The undersigned understands that Northview Acquisition Corp., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”) intends to enter into a Securities Purchase Agreement (as modified from time to time, the |
|
| February 19, 2025 |
Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS NO |
|
| February 19, 2025 |
Exhibit 10.3 Lock-up Agreement Ascent Partners Fund LLC 19505 Biscayne Blvd., Suite 2350 Aventura, FL 33180 As of February , 2025 Ladies and Gentlemen: The undersigned understands that Northview Acquisition Corp., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”) intends to enter into a Securities Purchase Agreement (as modified from time to time, the |
|
| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| February 12, 2025 |
Exhibit 10.15 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS N |
|
| February 12, 2025 |
Amendment No. 1 to Loan Agreement between Profusa and Tasly EX-10.14 4 ea022445401ex10-14north.htm AMENDMENT NO. 1 TO LOAN AGREEMENT BETWEEN PROFUSA AND TASLY Exhibit 10.14 AMENDMENT NO. 1 TO LOAN AGREEMENT February 6, 2024 This AMENDMENT NO. 1 (the “Amendment”) to the Loan Agreement dated as of June 15, 2023 (the “Loan Agreement”) is made and entered into as of February 6, 2024 in Beichen District, Tianjin, the People’s Republic of China, by and between P |
|
| February 12, 2025 |
Henry Jackson Foundation Subaward Agreement to Profusa. Exhibit 10.13 Portions of this agreement have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. HJF Cost Reimbursement Subaward Federal Awarding Agency: Naval Medical Logistics Command Pass-Through Entity (PTE): Subrecipient: THE HENRY M. JACKSON FOUNDATION FOR THE ADVANCEMENT OF MILITARY MEDICINE Profusa Inc PTE PI: Dr. Danielle Clark Sub PI: PTE Federal Award No: Subaward No: HJF |
|
| February 12, 2025 |
EX-10.9 2 ea022445401ex10-9north.htm FORM OF SECURITIES PURCHASE AGREEMENT, DATED AS OF FEBRUARY 11, 2025, BY AND BETWEEN NORTHVIEW AND ASCENT Exhibit 10.9 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 11, 2025, by and among NorthView Acquisition Corp., a Delaware Corporation (together with the Person surviving the Business Combination |
|
| February 12, 2025 |
As filed with the U.S. Securities and Exchange Commission on February 11, 2025. As filed with the U.S. Securities and Exchange Commission on February 11, 2025. Registration Statement No. 333-269417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 10 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 6770 86-3437271 (Jurisdict |
|
| February 11, 2025 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] February 11, 2025 Office of Industrial Applications and Services Division of Corporation Finance United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Katherine Bagley Re: NorthV |
|
| December 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 20, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Org |
|
| December 26, 2024 |
Exhibit 99.1 NorthView Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Failure to Complete Initial Business Combination New York, NY, Dec. 26, 2024 (GLOBE NEWSWIRE) - NorthView Acquisition Corporation (Nasdaq: NVAC) (the “Company”) announced that it has received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) in |
|
| December 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW |
|
| December 12, 2024 |
Exhibit 99.1 NorthView Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Filing of Quarterly Report on Form 10-Q New York, NY, December 11, 2024 (GLOBE NEWSWIRE) - NorthView Acquisition Corporation. (Nasdaq: NVAC) (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 fi |
|
| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 6, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Orga |
|
| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41177 NOTIFICATION OF LATE FILING CUSIP NUMBER 66718N 103 66718N 111 66718N 129 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition R |
|
| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW ACQU |
|
| October 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 15, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Orga |
|
| October 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW ACQ |
|
| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 12, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of I |
|
| September 23, 2024 |
Form of Amendment to the Investment Management Trust Agreement Exhibit 10.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acquisition Corp. The |
|
| September 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2024 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporati |
|
| September 23, 2024 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORPORATION (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acquisition |
|
| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 12, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Or |
|
| September 13, 2024 |
Exhibit 99.1 NorthView Acquisition Corporation Announces Exception Granted by Nasdaq to Permit to The Company to Regain Compliance with Listing Rules New York, NY, September 13, 2024 (GLOBE NEWSWIRE) - NorthView Acquisition Corporation. (Nasdaq: NVAC) (the “Company”) announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company an exception |
|
| September 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
|
| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
|
| August 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41177 NOTIFICATION OF LATE FILING CUSIP NUMBER 66718N 103 66718N 111 66718N 129 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report |
|
| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 3, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organiza |
|
| June 7, 2024 |
Exhibit 99.1 NorthView Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Filing of Annual Report on Form 10-Q New York, NY, June 07, 2024 (GLOBE NEWSWIRE) - NorthView Acquisition Corporation. (Nasdaq: NVAC) (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 |
|
| May 23, 2024 |
May 23, 2024 Jack Stover Chief Executive Officer NorthView Acquisition Corporation 207 West 25 th St. |
|
| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41177 NOTIFICATION OF LATE FILING CUSIP NUMBER 66718N 103 66718N 111 66718N 129 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repor |
|
| May 10, 2024 |
Exhibit 10.9 Amended and Restated Binding Principal Terms and Conditions (“Term Sheet”) Up to $5.0mm Private Investment and 5.0mm Share Equity Forward I. PARTIES SPAC: NorthView Acquisition Corporation (the “Issuer” or the “SPAC”). Target: Profusa, Inc. (the “Target” or the “Company”). NewCo: The combined entity whose common stock is publicly traded following the proposed business combination betw |
|
| May 10, 2024 |
Exhibit 10.14 |
|
| May 10, 2024 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] May 9, 2024 Office of Industrial Applications and Services Division of Corporation Finance United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Katherine Bagley Re: NorthView Ac |
