NorthView Acquisition Corp SEC Filings

Profusa, Inc. completed a business combination in which Profusa became a wholly-owned subsidiary and NorthView changed its name to Profusa, Inc.

The amended S-1 discloses a PIPE financing structured in four tranches of senior secured convertible notes totaling up to $22,222,222 principal for $20,000,000 purchase price, convertible at the lower of $10.00 or 95% of the lowest daily VWAP in the 10 trading days prior to original issue (subject to down-round and MFN adjustments) and with a conversion floor equal to 20% of the prior trading day's closing price as of August 22, 2025. The Amendment replaces prior additional-closing provisions and imposes tranche-specific closing conditions.

Product and clinical disclosures highlight the Lumee™ Oxygen and Lumee™ Glucose platforms: glucose program reported MARD ~11% across 54 subjects with up to nine months functionality and zero device-related SAEs; Lumee Oxygen clinical work includes ~140 sensor insertions in 35 subjects with no device-related SAEs. Financial disclosures note pro forma proceeds of ~$9.0 million from the PIPE, Level 3 Tasly convertible debt (carried at fair value, $2.5 million at June 30, 2025), a $1.0 million bitcoin treasury purchase (8.53 BTC), adoption effects from ASU 2023-08, ongoing losses, and potential need for additional financing.

Profusa, Inc. is soliciting votes for a Special Meeting to approve two principal actions: the issuance of senior secured PIPE convertible notes and an amendment to increase authorized common shares from 100,000,000 to 500,000,000. The proxy materials will be made available around a 2025 date and the meeting will be virtual; only holders of record as of the record date may vote. The proposed financing contemplates convertible notes issued in multiple tranches (including described First, Third and Fourth Tranches) with convertibility at a Conversion Price equal to the lower of $10 or 95% of the lowest daily VWAP in the 10 trading days prior to initial issue, subject to down-round and MFN adjustments, and an Alternate Conversion Price mechanism tied to 95% VWAP with a Floor Price no less than 20% of the closing sale price on the principal market immediately before the Note Amendment effective date (August 22, 2025). The notes are described as senior-secured, convertible, with no cash interest prior to maturity, and include a PIPE Lock-Up agreement restricting PIPE investors from selling shares for a specified period. The Board states it believes the transaction aligns investor interests and provides flexible, trancheable capital, while the increase in authorized common shares is justified by anticipated dilution from outstanding warrants, potential future issuances and equity plans.

Profusa, Inc. completed a business combination with NorthView (formerly NorthView Acquisition Corporation) and became a publicly reporting company. The company owns 100% of Profusa and changed its name to Profusa, Inc. The filing describes a PIPE financing of senior secured convertible notes with up to $22,222,222 aggregate principal (purchase price up to $20,000,000 after a 10% OID) issued in a multi-tranche structure including a Third Tranche of $5,555,556 (purchase price $5,000,000) and a Fourth Tranche of $4,444,444 (purchase price $4,000,000) subject to customary conditions.

Product progress includes the Lumee Oxygen Platform authorized for commercialization in the EU pending MDR migration and a Lumee Glucose program with clinical proof-of-concept data (MARD ~11% from 54 subjects, up to nine months functionality) and no device-related serious adverse events reported to date. The filing discloses material risks including regulatory approval timelines, reimbursement uncertainty, supply chain and manufacturing dependencies, potential patent and litigation exposure, a defaulted related-party Tasly convertible loan currently accruing default interest, and potential dilution with up to 222,222,222 shares issuable upon conversion of an Ascent Note.

Profusa, Inc. completed a business combination that made Profusa a wholly owned subsidiary and changed the SPAC name to Profusa, Inc. The company markets the Lumee™ Oxygen Platform (EU-authorized) and is developing Lumee™ Glucose as a long-duration continuous glucose monitor with clinical cohort data showing ~11% MARD and up to nine months functionality in trials. A PIPE Subscription contemplates up to $22.22 million principal of senior secured convertible notes (approximately $20.0 million net proceeds after OID). Management reports material weaknesses in internal control over financial reporting and the company expects an increase in pro forma cash of roughly $9.0 million from the PIPE, but notes financing and regulatory risks, supply chain dependencies, and potential volatility and accounting impacts from bitcoin holdings under ASU 2023-08.

Profusa, Inc. completed a business combination that made Profusa a wholly owned subsidiary and changed the company name from NorthView Acquisition Corporation to Profusa, Inc. The filing describes the Lumee14 platforms: Lumee14 Oxygen (EU commercialization authorized pending MDR migration) and Lumee14 Glucose (not yet authorized). Clinical data cited include a glucose program showing a mean absolute relative difference (MARD) of approximately 11% from 54 subjects and up to nine months of sensor functionality with no device-related serious adverse events reported in cited studies. Financing and capitalization disclosures include a PIPE Subscription Agreement for up to $22,222,222 aggregate principal (purchase price up to $20,000,000 after 10% OID) and referenced resale commitments by Ascent of 8,970,830 Purchase Shares and 8,070,830 ELOC Shares in different sections. The company disclosed material weaknesses in internal control over financial reporting (segregation of duties; procurement; accounts payable reconciliations) and plans remediation including hiring a new CFO. The filing also discusses bitcoin treasury holdings, custodial risks, and ASU 2023-08 fair-value accounting implications that could materially increase volatility in reported results.

Profusa, Inc. is soliciting proxies for a virtual Special Meeting scheduled for August 29, 2025 at 10:00 a.m. Eastern Time to vote on Proposal No. 1 related to a Purchase Agreement with Ascent Partners Fund LLC. Proxy materials will be made available on or about August 19, 2025 and stockholders may register to attend and vote online using a twelve-digit control number. The Purchase Agreement contemplates sales of common stock to Ascent subject to a Nasdaq 20% Exchange Cap and contains a mechanism tied to the volume-weighted average price (VWAP) and a floor price. The maximum purchase price at any single closing is limited to the lower of $5,000,000 or 100% of the average daily traded value for the five trading days before that closing. Certain issuances (including specified Commitment Warrant Shares and Purchase Shares) are subject to a 9.99% beneficial ownership limitation. If stockholder approval of Proposal No. 1 is not obtained, the Company states it may need alternative financing, which may not be available on advantageous terms or at all.

Profusa, Inc. (PFSA) 10-Q highlights key balance sheet and financing events tied to its SPAC combination and trust account activity. The company reports a working capital deficit of $15,492,554 and restricted cash of $1,751. It continues to hold funds in a Trust Account funded initially with IPO proceeds (approximately $191,647,500 placed in the Trust Account), and sold 18,975,000 Units in its IPO generating gross proceeds of $189,750,000. The company presents significant liabilities recorded at fair value including warrant liabilities (public and private) and a related-party convertible promissory note presented at fair value of $10,288,111 as of June 30, 2025. Management discloses substantial doubt about the company’s ability to continue as a going concern within one year of issuance of the condensed consolidated financial statements. The filing also records an excise tax liability related to share redemptions of $1,952,662.