Nasdaq Warns NorthView Acquisition About Late 10-Q Filing

NorthView Acquisition announced that it received a notice from the Nasdaq stating that the company is out of compliance with listing requirements for failure to file a timely 10-Q for the period ended March 31.

Under Nasdaq rules, the SPAC has 60 calendar days to submit a plan for regaining compliance. If Nasdaq accepts the plan, then NorthView would have up to 180 days to regain compliance.

The SPAC said it is working to file the 10-Q within the 60-day period, eliminating the need to submit a plan.

NorthView has a deal pending with digital health company Profusa.

Based in Emeryville, CA, Profusa “is pioneering the next generation of personalized medicine via the development of novel tissue-integrated biosensors. Profusa’s technology addresses the human body’s response to the presence of foreign material, enabling long-term monitoring of various biochemical parameters in real-time.” The company has invested almost $100 million over the last decade developing its biosensor equipment and technology, according to the presentation.

Estimated cash proceeds at deal announcement in November 2022 were expected to consist of NorthView’s approximately $39 million of cash in trust, which assumed 80% redemptions or approximately $193 million with no redemptions.

However, redemptions on extension votes have pulled the trust down to about $9.3 million. Projections show the SPAC may have only $5 million in trust if there are further redemptions ahead of the merger vote. A $1 million PIPE is in place to support the deal and $5 million more from a joint venture with Vellar Opportunities Fund.

Profusa has a pre-transaction equity value of $155 million.

Northview shareholders in March voted unanimously to approve a completion extension to September. The SPAC said following redemptions there were 5,931,825 shares outstanding. 

Northview raised $189.75 million in a December 2021 IPO. Read more.


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