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Profusa, Inc., a Digital Health Company, Pioneering the Next Generation of Personalized Medicine, to Become a Publicly Traded Company Via Merger with NorthView Acquisition Corp New York, New York

Key Takeaway: Profusa, Inc., a Digital Health Company, Pioneering the Next Generation of Personalized Medicine, to Become a Publicly Traded Company Via Merger with NorthView Acquisition Corp New York, New York, Nov. 07, 2022 (GLOBE NEWSWIRE) -- Profusa, Inc. ("Profusa"), a digital health co

Full Press Release Details

Profusa, Inc., a Digital Health Company,
Pioneering the Next Generation of Personalized Medicine, to Become a Publicly Traded Company Via Merger with NorthView Acquisition Corp
New York, New York, Nov. 07, 2022 (GLOBE NEWSWIRE) -- Profusa, Inc.
("Profusa"), a digital health company that is pioneering the next generation of personalized medicine and NorthView Acquisition
Corp. "NorthView") (Nasdaq: NVAC), a publicly traded special purpose acquisition company, today announced that they have
entered into a definitive business combination agreement (the "Business Combination Agreement") on November 7, 2022 that
will result in Profusa becoming a publicly listed company.
Upon closing of the transaction, NorthView will be renamed "Profusa
Inc." (the "Combined Company").
Profusa is based in Emeryville, CA and is a digital health company
that 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, with months of functionality, at a fraction of the cost of current solutions. Profusa's novel approach,
that has been in development for approximately nine years, is intended to be the foundational platform of bioengineered sensors supporting
real time biochemical monitoring, enabling a real-time stream of data for a wide-ranging set of applications, including wound care and
continuous glucose monitoring for diabetes management. Profusa's technology enables continuous transmission of wireless and cloud
based actionable medical-grade data for personal, professional and medical use.
Profusa's Chairman and CEO, Ben
Hwang, PhD and the current management team will continue to lead the Combined Company.
Ben Hwang of Profusa noted, "We are excited to partner with NorthView
to accelerate our growth and bring our solution to those in need, creating a true enabling technology that provides a data-driven, user-based,
real-time health decision solution."
Profusa's mission is to make our body's chemistry easily
accessible to improve health and wellness, becoming the leader in the development of real-time biosensors that provide unprecedented data-driven
insights into our overall health status. Smaller than the width of a few hairs, each biosensor is a flexible hydrogel fiber of approximately
3 mm in length and less than half a millimeter wide, it is easily injected under the skin for ease of deployment and long-term functionality.
The hydrogel fiber is linked to light-emitting fluorescent molecules that continuously signal in proportion to the concentration
of a body chemical, such as oxygen, glucose, or other biomolecules of interest. Unlike conventional sensors, such as those found
in other continuous glucose monitors, this novel approach allows the Profusa sensing platform to deliver accurate data, with months of
functionality per injection, at a cost that enables broad user adoption.
Profusa's first product offering, currently registered
under CE Mark in the European Union, the Lumee Oxygen Platform, is designed to report reliable tissue oxygen levels
at various regions of interest, both acutely and long-term. The Lumee Oxygen Platform has been designed for use
in applications where monitoring of compromised tissue is beneficial, such as peripheral artery disease; chronic wounds (diabetic ulcers,
pressure sores) that do not heal properly; and reconstructive surgery. Profusa's second offering is in clinical development for
continuous glucose monitoring (CGM). The global CGM market size is expected to grow from $6.13 billion in 2021 to $16.33 billion
by 2030 at CAGR of 17.33% according to Strategic Market Research due principally to the rising incidence of diabetes, new product launches
and government initiatives.
Jack Stover, CEO of NorthView, commented: "We believe
our merger with Profusa represents a rare opportunity to partner with a management team and business that is highly sought after to be
a public company with a true platform solution, globally focused and with technology validated via product approval and ready for launch.
We are confident that this business combination will provide Profusa or the Combined Company with the financial resources to launch its
commercial plans for its oxygen biosensor product, seek FDA approval for its continuous glucose monitoring product and continue to develop
near term revenue opportunities to leverage its novel tissue integrated biosensor technology platform."
Transaction Overview
The pro forma equity valuation of the Combined Company is expected
to be approximately $264 million assuming 80% redemptions or approximately $416 million assuming no redemptions. Estimated cash proceeds
to the Combined Company from the transaction are expected to consist of NorthView's approximately $39 million of cash in trust
assuming 80% redemptions or approximately $193 million assuming no redemptions.
Upon the closing of the transaction, and assuming 80% of NorthView's
public stockholders elect to redeem their shares of common stock and no additional shares of common stock are issued upon the closing
of the transaction, it is anticipated that NorthView's public stockholders would retain an ownership interest of approximately 21.6%
in the Combined Company, the sponsors, officers, directors and other holders of NorthView founder shares will retain an ownership interest
of approximately 19.7% of the Combined Company, and the Profusa stockholders will own approximately 58.7% of the Combined Company.
Alternatively, assuming no redemptions by NorthView's public
stockholders and no additional shares of common stock are issued upon the closing of the transaction, it is anticipated that NorthView's
public stockholders would retain an ownership interest of approximately 50.2% in the Combined Company, the sponsors, officers, directors
and other holders of NorthView founder shares will retain an ownership interest of approximately 12.5% of the Combined Company, and the
Profusa stockholders will own approximately 37.3% of the Combined Company.
The board of directors of each of NorthView and Profusa has approved
the transaction. NorthView, Profusa and certain stockholders of Profusa (the "Key Profusa Stockholders") have entered into
support agreements pursuant to which such Key Profusa Stockholders agreed to, among other things, within five (5) business days after
the proxy statement/prospectus relating to the approval by NorthView shareholders of the transaction is declared effective by the Securities
and Exchange Commission and delivered or otherwise made available to NorthView shareholders, execute and deliver a written consent with
respect to the outstanding shares of Profusa common stock and preferred stock held by the Key Profusa Stockholders adopting the Business
Combiantion Agreement and related transactions. The shares of Profusa common stock and preferred stock that are owned by the Key Profusa
Stockholders and subject to such support agreements represent a majority of the outstanding voting power of Profusa common stock and preferred
stock (on an as converted basis). The transaction will require the approval of the stockholders of Profusa and NorthView and is subject
to other customary closing conditions including the receipt of certain regulatory approvals.
Additional information about the proposed transaction, including a
copy of the business combination, will be provided in a Current Report on Form 8-K to be filed by NorthView with the SEC and available
I-Bankers Securities Inc. and Dawson James Securities, Inc. acted as financial
advisors to NorthView. H.C. Wainwright & Co. acted as financial advisor to Profusa. ArentFox Schiff LLP acted as legal advisor
to NorthView and Sidley Austin LLP acted as legal advisor to Profusa.
Profusa, a Delaware corporation, is a digital health
company that is pioneering the next generation of personalized medicine as a leading developer of novel tissue integrated biosensors.
NorthView Acquisition Corp. is a blank check company formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses. NorthView was incorporated under the laws of the State of Delaware on December 22, 2021.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of section 27A of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and section 21E of the U.S. Securities
Exchange Act of 1934 ("Exchange Act") that are based on beliefs and assumptions and on information currently available to
NorthView and Profusa. In some cases, you can identify forward-looking statements by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan," "anticipate,"
"believe," "estimate," "predict," "project," "potential," "continue,"
"ongoing," "target," "seek" or the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements
that refer to expectations, projections or other characterizations of future events or circumstances, including projections of market
opportunity and market share, the capability of Profusa's business plans including its plans to expand, the sources and uses of
cash from the proposed transaction, the anticipated enterprise value of the combined company following the consummation of the proposed
transaction, any benefits of Profusa's partnerships, strategies or plans as they relate to the proposed transaction, anticipated
benefits of the proposed transaction and expectations related to the terms and timing of the proposed transaction are also forward-looking
statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance
or achievements to be materially different from those expressed or implied by these forward-looking statements. Although each of NorthView
and Profusa believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of NorthView
and Profusa caution you that these statements are based on a combination of facts and factors currently known and projections of the future,
which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form
S-4 relating to the proposed transaction, which is expected to be filed by NorthView with the SEC and other documents filed by NorthView
or Profusa from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause
Last updated: Nov 7, 2022