SEC Form 8-K Summary
Business Context and Reporting Period
The filing was made by NorthView Acquisition Corp., not Profusa, Inc. It reports a Nasdaq listing-compliance matter dated June 3, 2024, relating to the Company’s failure to timely file its Form 10-Q for the quarter ended March 31, 2024. The filing was signed and submitted on June 7, 2024.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating or financial metrics. The March 31, 2024 Form 10-Q had not been filed as of the reported event.
Material Changes Versus the Prior Comparable Period
No period-over-period financial results or operating comparisons are provided. The material development is the Company’s delinquency under Nasdaq Listing Rule 5250(c)(1) for late filing of its quarterly report.
Guidance, Outlook, Risks, and Unusual Items
- Nasdaq’s notice had no immediate effect on the listing of the Company’s securities.
- The Company had until August 2, 2024, to submit a plan to regain compliance.
- If Nasdaq accepted the plan, it could grant up to an additional 180 days, through November 18, 2024, to regain compliance.
- If Nasdaq rejected the plan, the Company could appeal to a Nasdaq Hearings Panel.
- Management stated that it expected to complete and file the Form 10-Q within the 60-day period, which would eliminate the need to submit a formal compliance plan.
- Failure to regain compliance could result in delisting of the Company’s securities from Nasdaq.
- Forward-looking statements are subject to risks, including delays in responding to Nasdaq, failure to regain listing compliance, and failure to become current with SEC filings.
Important Facts for Investors to Verify
- Confirm that the registrant is NorthView Acquisition Corp.; the provided filing does not identify Profusa, Inc. as the registrant.
- Verify whether the Form 10-Q for the quarter ended March 31, 2024 was filed by August 2, 2024.
- Check Nasdaq’s subsequent compliance determination and whether any delisting proceedings or appeals occurred.
- Review the eventual Form 10-Q for the Company’s financial condition, liquidity, operating results, and any going-concern or other unusual disclosures.
- Review Exhibit 99.1, the June 7, 2024 press release, for additional management commentary.