Profusa, Inc. current report, 20 April 2023

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Business Context and Reporting Period

This Form 8-K was filed by NorthView Acquisition Corp. on April 26, 2023, concerning an event occurring April 20, 2023. Although the request identifies Profusa, Inc., the filing’s registrant is NorthView Acquisition Corp., a Delaware special purpose acquisition company whose securities traded on Nasdaq.

Key Financial and Listing Information

  • Nasdaq notified the Company that it failed to comply with Nasdaq Listing Rule 5250(f) because it had not paid certain annual Nasdaq fees.
  • The unpaid fees totaled $140,000.
  • The filing does not provide revenue, profit, cash flow, margin, debt, cash balance, or other operating financial metrics.

Material Changes and Status

  • The Company’s failure to pay the annual fees resulted in noncompliance with continued-listing requirements for the Nasdaq Global Market.
  • The Company stated that it planned to pay the outstanding fees to regain compliance.
  • If compliance was not restored by 4:00 p.m. Eastern Time on April 27, 2023, the Company planned to appeal Nasdaq’s determination.

Outlook, Risks, and Unusual Items

  • If the Company appealed, its common stock was expected to remain listed during the appeal process.
  • If the Company did not appeal, its common stock would be delisted at the opening of business on May 1, 2023, and its securities would be suspended from trading at that time.
  • The filing does not state whether the fees were ultimately paid, whether compliance was restored, or whether an appeal was submitted.
  • The potential delisting creates a material trading and liquidity risk for the Company’s common stock and other listed securities.

Important Facts for Investors to Verify

  • Whether the $140,000 in Nasdaq fees was paid and when.
  • Whether Nasdaq confirmed that the Company regained compliance.
  • Whether the Company filed an appeal by the April 27, 2023 deadline.
  • Whether the common stock, rights, and warrants remained listed or were suspended or delisted on May 1, 2023.
  • The relationship, if any, between NorthView Acquisition Corp. and Profusa, Inc., as Profusa is not identified as the registrant in this filing.