NVAC / NorthView Acquisition Corporation - Documents déposés auprès de la SEC, rapport annuel, procuration

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 PROFUSA, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Numb

As filed with the Securities and Exchange Commission on August 29, 2025.

As filed with the Securities and Exchange Commission on August 29, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 3841 26-4589529 (State or other jurisdiction of incorporation or organization) (Primary St

CALCULATION OF FILING FEE TABLES Profusa, Inc. Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Profusa, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.0001 p

19505 Biscayne Blvd. • Suite 2350 • Aventura, FL 33180 • [email protected]

Exhibit 10.2 19505 Biscayne Blvd. • Suite 2350 • Aventura, FL 33180 • [email protected] To: Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA Attention: Fred Knechtel, CFO August 25, 2025 Re: Amendment No. 1 Dear Fred: Reference is made to the Securities Purchase Agreement, dated as of February 11, 2025 (as modified to the date hereof, the “Purchase Agreement”), by and among Profusa,

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE ______________ 20__1

Exhibit 10.3 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS NO

19505 Biscayne Blvd. • Suite 2350 • Aventura, FL 33180 • [email protected]

Exhibit 10.1 19505 Biscayne Blvd. • Suite 2350 • Aventura, FL 33180 • [email protected] To: Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA Attention: Fred Knechtel, CFO August 25, 2025 Re: Amendment No. 1 Dear Fred: Reference is made to the Securities Purchase Agreement, dated as of February 11, 2025 (as modified to the date hereof, the “Purchase Agreement”), by and among Profusa,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 PROFUSA, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Numb

PROFUSA, INC. 8,970,830 Shares of Common Stock by the Selling Stockholder

Filed Pursuant to Rule 424(b)(3) Registration No. 333-289461 PROFUSA, INC. 8,970,830 Shares of Common Stock by the Selling Stockholder This prospectus relates to the offer and sale of up to 8,970,830 shares of our Common Stock, par value $0.0001 per share (“the Common Stock”), by Ascent Partners Fund LLC, whom we refer to in this prospectus as “Ascent” or the “Selling Stockholder.” The shares of C

As filed with the Securities and Exchange Commission on August 22, 2025.

As filed with the Securities and Exchange Commission on August 22, 2025. Registration No. 333-289461 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 3841 26-4589529 (State or other jurisdiction of incorporation or org

As filed with the Securities and Exchange Commission on August 21, 2025.

As filed with the Securities and Exchange Commission on August 21, 2025. Registration No. 333-289461 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 3841 26-4589529 (State or other jurisdiction of incorporation or org

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2025 PROFUSA, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Numb

Profusa Welcomes Former Acting U.S. Veterans Affairs Secretary Peter O’Rourke as Lead Independent Director; Adds Seasoned Finance Executive Fred Knechtel as CFO

Exhibit 99.1 Profusa Welcomes Former Acting U.S. Veterans Affairs Secretary Peter O’Rourke as Lead Independent Director; Adds Seasoned Finance Executive Fred Knechtel as CFO Board addition served in the Trump Administration, overseeing 1,300 facilities serving more than 9 million veterans; New CFO has led finance and operations at companies including Northrop Grumman, Stanley Black & Decker, and D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

PROFUSA, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Exhibit 99.1 PROFUSA, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) June 30, 2025 (UNAUDITED) December 31 2024 Assets Current assets: Cash $ 44 $ 191 Other receivables — — Prepaid expenses and other current assets 209 69 Total current assets 253 260 Deferred offering costs 4,136 2,757 Other non-current assets 55 56 Total assets $ 4,444

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Co

PROFUSA MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.2 PROFUSA MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provides information that Profusa, Inc.’s (hereafter referred to as Profusa or we) management believes is relevant to an assessment and understanding of Profusa’s results of operations and financial condition. The discussion should be read together with “

SPONSOR LOCK-UP AGREEMENT

Exhibit 10.3 Execution Version SPONSOR LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 11, 2025 between NorthView Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”) and NorthView Acquisition Corp., a Delaware corporation (“Acquiror”). The Sponsor and the Acquiror are sometimes referred to herein individually as a “Party” and collect

STOCKHOLDER LOCK-UP AGREEMENT

Exhibit 10.11 Final Form STOCKHOLDER LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 11, 2025 between [STOCKHOLDER] (the “Stockholder”) and NorthView Acquisition Corp., a Delaware corporation (“Acquiror”). The Stockholder and the Acquiror are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms u

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 PROFUSA, INC.

As filed with the Securities and Exchange Commission on August 8, 2025.

As filed with the Securities and Exchange Commission on August 8, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 3841 26-4589529 (State or other jurisdiction of incorporation or organization) (Primary Sta

Filing Fee Table

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Profusa, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.0001 p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

2

Exhibit 99.1 Profusa, Inc. Provides Strategy Overview and Business Update for Investors August 6, 2025 BERKELEY, Calif, Aug. 06, 2025 (GLOBE NEWSWIRE) - Profusa, Inc. (“Profusa” or the “Company”) (NASDAQ: PFSA), a commercial stage digital health company pioneering the next generation of technology platform enabling the continuous monitoring of an individual’s biochemistry, provides a strategy over

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 PROFUSA, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Numbe

Securities Purchase Agreement dated as of July 28, 2025 by and between Profusa, Inc. and Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on July 28, 2025)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 28, 2025, by and between Profusa, Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and Ascent Partners Fund LLC, a Delaware limited liability company, together with any successor and, if permitted, assigns, the “Purchaser”). WHER

Registration Rights Agreement dated as of July 28, 2025 by and between Profusa, Inc. and Ascent Partners Fund LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on July 28, 2025)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of July 28, 2025, is entered into by and among Profusa, Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and the holders identified on the signature pages hereto (each, together with its successors and, if permitted, assigns, and together

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 PROFUSA, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Number

Form of Commitment Warrant

Exhibit 4.1 WARRANT NO. Date: July 28, 2025 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE S

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information presents the combination of financial information of Northview Acquisition, Corporation (“NorthView”) and Profusa, Inc. (“Profusa”), adjusted to give effect to the Business Combination and related transactions. The following unaudited pro

Senior Secured Convertible Promissory Note, dated July 11, 2025, by and between New Profusa and the Holder party thereto

Exhibit 10.6 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS NO

Guaranty, dated as of Jully 11, 2025, by and among New Profusa, Profusa, and its subsidiaries (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the SEC on July 18, 2025)

Exhibit 10.10 GUARANTY This Guaranty (this “Guaranty”), dated as of July 11, 2025, by Profusa, Inc. (formerly, NorthView Acquisition Corporation), a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”)), and Profusa, Inc., a California corporation and each of the other entities listed on the signature pages hereof as a guarantor or that becomes a party here

Security Agreement, dated as of July 11, 2025, by and among New Profusa, Profusa and Ascent, as collateral agent

Exhibit 10.9 security agreement This Security Agreement (this “Agreement”), dated as of July 11, 2025, is entered into by and among Profusa, Inc., a Delaware corporation (formerly, NorthView Acquisition Corporation) (the “Company”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.5 (together with the Company, the “Grantors”) i

Form of PIPE Registration Rights Agreement, dated as of July 11, 2025, by and among New Profusa and the PIPE Investors

Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of July 11, 2025, is entered into by and among Profusa, Inc. (formerly, NorthView Acquisition Corporation), a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and the holders identified on the signature pages hereto (each, together with its succes

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2025 PROFUSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation) (Commission File Number

Profusa Announces Closing of Business Combination and the Commencement of Trading on Nasdaq Profusa's Common Stock is Expected to Begin Trading on Nasdaq on Monday, July 14, 2025 Under the Ticker “PFSA”

Exhibit 99.1 Profusa Announces Closing of Business Combination and the Commencement of Trading on Nasdaq Profusa's Common Stock is Expected to Begin Trading on Nasdaq on Monday, July 14, 2025 Under the Ticker “PFSA” BERKELEY, Calif, July 11, 2025 (GLOBE NEWSWIRE) - Profusa, Inc. (“Profusa” or the “Company”) (Nasdaq: PFSA), a commercial stage digital health company pioneering the next generation of

PROFUSA, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

Exhibit 99.2 PROFUSA, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) March 31, 2025 (UNAUDITED) December 31 2024 Assets Current assets: Cash $ 19 $ 191 Other receivables — — Prepaid expenses and other current assets 87 69 Total current assets 106 260 Deferred offering costs 3,078 2,757 Other non-current assets 55 56 Total assets $ 3,239

Form of PIPE Lock-Up Agreement, dated as of July 11, 2025, by and among Ascent and those certain holders party thereto

Exhibit 10.7 LOCK-UP AGREEMENT Ascent Partners Fund LLC 19505 Biscayne Blvd., Suite 2350 Aventura, FL 33180 As of July 11, 2025 Ladies and Gentlemen: The undersigned understands that Northview Acquisition Corp., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”) intends to enter into a Securities Purchase Agreement (as modified from time to time, the “P

Closing Agreement, dated as of July 11, 2025, by and among NorthView, Profusa and the Merger Sub

Exhibit 10.5 NORTHVIEW ACQUISITION CORP. 207 West 25th St., 9th Floor New York, 10001 July 11, 2025 NV Profusa Merger Sub, Inc. Profusa, Inc. 207 West 25th St, 9th Floor 345 Allerton Ave. New York, NY 10001 South San Francisco, CA 94080 Attention: Ben Hwang Email: [email protected] NorthView Acquisition Corp. 207 West 25th St, 9th Floor New York, NY 10001 Attention: Jack Stover Email: jstover@

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement PROFUSA, INC. (Name of Registra

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Profusa, Inc. (Exact name of registrant as specified i

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Profusa, Inc. (Exact name of registrant as specified in its charter) Delaware 86-3437271 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 626 Bancroft Wa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 27, 2025 NORTHVIEW ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 27, 2025 NORTHVIEW ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or O

Amendment to Amended and Restated Certificate of Incorporation of NorthView Acquisition Corporation, dated July 1, 2025

Exhibit 10.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORPORATION (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acquisitio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14C 1 ea0248073-pre14cnorthview.htm PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NorthView Acquisition Corporation (Exact name of regis

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NorthView Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 86-3437271 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 NORTHVIEW AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW ACQ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 5, 2025 NORTHVIEW ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 5, 2025 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 5, 2025 NORTHVIEW ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 5, 2025 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41177 CUSIP NUMBER 66718N 103 66718N 111 66718N 129 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repor

Non-Redemption Agreement

Exhibit 10.1 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT, dated as of May 8, 2025 (this “Agreement”), is entered into by each of the parties identified on the signature page (the “Shareholders”) and Northview Acquisition Corporation, a Delaware corporation (“SPAC”). Unless specifically defined in this Agreement or otherwise stated, capitalized terms used but not defined in this Agreemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 8, 2025 NORTHVIEW ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 8, 2025 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 8, 2025 NORTHVIEW ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 8, 2025 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organizat

Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 in the Company’s Form 8-K filed on May 15, 2025)

Exhibit 10.1 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT, dated as of May 8, 2025 (this “Agreement”), is entered into by each of the parties identified on the signature page (the “Shareholders”) and Northview Acquisition Corporation, a Delaware corporation (“SPAC”). Unless specifically defined in this Agreement or otherwise stated, capitalized terms used but not defined in this Agreemen

NorthView Acquisition Corporation 207 West 25th St, 9th Floor New York, NY 10001 Telephone: (212) 494-9022

Filed Pursuant to Rule 424(b)(3) Registration No. 333-269417 NorthView Acquisition Corporation 207 West 25th St, 9th Floor New York, NY 10001 Telephone: (212) 494-9022 May 15, 2025 Dear NorthView Acquisition Corporation Stockholder: You are cordially invited to attend the special meeting (the “Special Meeting”) of stockholders of NorthView Acquisition Corporation (“NorthView”) to be held at 10:00

Letter from Marcum LLP, dated May 12, 2025

Exhibit 16.1 May 12, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Northview Acquisition Corp. under the section titled “CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS” in its Form S-4/A dated May 12, 2025. We agree with the statements concerning our Firm in such Form S-4/A; we are not in a position to agree or dis

As filed with the U.S. Securities and Exchange Commission on May 12, 2025.

As filed with the U.S. Securities and Exchange Commission on May 12, 2025. Registration Statement No. 333-269417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 14 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 6770 86-3437271 (Jurisdiction o

Non-Redemption Agreement, dated May 8, 2025, between NorthView, I-Bankers Securities and Dawson James

Exhibit 10.16 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT, dated as of May 8, 2025 (this “Agreement”), is entered into by each of the parties identified on the signature page (the “Shareholders”) and Northview Acquisition Corporation, a Delaware corporation (“SPAC”). Unless specifically defined in this Agreement or otherwise stated, capitalized terms used but not defined in this Agreeme

Form of Preliminary Proxy Card

Exhibit 99.1 PROXY CARD NorthView Acquisition Corp. Special Meeting of Stockholders This Proxy Is Solicited On Behalf Of The Board Of Directors Fred Knechtel (the “Proxy) is hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned possess if personally present, at the Special Meeting of Shareholders of NorthView Acquisition Corp. to be held o

Form of Share Purchase Agreement for APAC Joint Venture

Exhibit 10.19 FORM OF SHARE PURCHASE AGREEMENT Table of Contents Section 1 DEFINITIONS AND INTERPRETATION 2 Section 2 issuance of new shares to the seller 3 Section 3 purchase and sale Transactions 3 Section 4 Closing 4 Section 5 representations and warranties of the seller 6 Section 6 Representations and warranties of the purchaser 6 Section 7 CONDITIONS precedent TO closing 7 Section 8 covenants

Amendment Number One to Binding Term Sheet for APAC Joint Venture

Exhibit 10.8 CONFIDENTIAL PROFUSA, INC. AMENDMENT NUMBER ONE TO BINDING TERM SHEET FOR APAC JOINT VENTURE This Amendment Number One to the prior Binding Term Sheet for APAC Joint Venture (this “Amendment No.1”) is made and entered into as of [ ], 2023 (the “Effective Date”) by and among PROFUSA, Inc, a California Corporation (“Company”), Carbis Bay Limited (or its Affiliates) (“Carbis Bay”), BC hS

Form of APAC Joint Venture License Agreement

Exhibit 10.17 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL License Agreement This License Agreement (“Agreement”) is made effective and entered into on [], 2025 (“Effective Date”) by and between: PROFUSA, Inc., a company organized and exis

Form of Shareholders Agreement for APAC Joint Venture

Exhibit 10.18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL FORM OF SHAREHOLDERS AGREEMENT table of contents Section 1 DEFINITIONS AND INTERPRETATION 2 Section 2 board of directors and Governance 2 Section 3 INFORMATION RIGHTS 4 Section 4 P

Loan Agreement between Profusa and Tasly, dated June 15, 2023

Exhibit 10.12 DATED JUNE 15, 2023 Loan Agreement between PROFUSA, Inc as the Borrower and Tasly (International) Healthcare Investment & Development Company Limited as the Lender This Loan Agreement (this “Agreement”) is made and entered into as of June 15, 2023 in Beichen District, Tianjin, the People’s Republic of China, by and between The Lender, Tasly (International) Healthcare Investment & Dev

As filed with the U.S. Securities and Exchange Commission on May 8, 2025.

As filed with the U.S. Securities and Exchange Commission on May 8, 2025. Registration Statement No. 333-269417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 13 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 6770 86-3437271 (Jurisdiction of

Letter from Marcum LLP dated May 2, 2025

Exhibit 16.1 May 2, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Northview Acquisition Corp. under Item 4.01 of its Form 8-K dated April 30, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Northview Acquisition Corp. c

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 30, 2025 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organi

As filed with the U.S. Securities and Exchange Commission on April 25, 2025.

As filed with the U.S. Securities and Exchange Commission on April 25, 2025. Registration Statement No. 333-269417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 12 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 6770 86-3437271 (Jurisdiction

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) NorthView Acquisition Corp.

As filed with the U.S. Securities and Exchange Commission on April 3, 2025.

As filed with the U.S. Securities and Exchange Commission on April 3, 2025. Registration Statement No. 333-269417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 11 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 6770 86-3437271 (Jurisdiction

Insider Trading Policy of the Company

Exhibit 19 NorthView Acquisition Corp. INSIDER TRADING POLICY Purpose This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in NorthView Acquisition Corp. (the “Company”) securities and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s board of directors has adopted this Policy to p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission File Number: 001-41177 NORTHVIEW ACQUISITION CORP. (E

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2025 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation o

Form of Amendment to the Investment Management Trust Agreement

Exhibit 10.1 FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of [ ], 2025, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between NorthView Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the

Amendment to Amended and Restated Certificate of Incorporation of NorthView Acquisition Corporation, dated March 21, 2025

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acquisition Corpo

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation o

PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law

Exhibit 99.1 ANNEX A PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acqui

Proposed Amendment to Annex A to the Proxy Statement to Amend the Amended and Restated Certificate of Incorporation of NorthView Acquisition Corporation

Exhibit 99.1 ANNEX A PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acqui

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 NORTHVIEW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

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ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] February 27, 2025 Office of Industrial Applications and Services Division of Corporation Finance United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Re: NorthView Acquisition C

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ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] February 26, 2025 Office of Industrial Applications and Services Division of Corporation Finance United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Jane Park Re: NorthView Acquisition C

Form of Convertible Note

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS NO

Securities Purchase Agreement, dated as of February 11, 2025 by and between the Company and the Investor

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 11, 2025, by and among NorthView Acquisition Corp., a Delaware Corporation (together with the Person surviving the Business Combination and their successors and, if permitted, assigns, the “Company”), and the purchasers identified on the signature pages hereto (each, an “Initial

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 11, 2025 NORTHVIEW ACQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 11, 2025 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Org

Form of Lock-Up Agreement

Exhibit 10.3 Lock-up Agreement Ascent Partners Fund LLC 19505 Biscayne Blvd., Suite 2350 Aventura, FL 33180 As of February , 2025 Ladies and Gentlemen: The undersigned understands that Northview Acquisition Corp., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”) intends to enter into a Securities Purchase Agreement (as modified from time to time, the

Amendment No. 4 to Merger Agreement, dated February 11, 2025, by and among NorthView, Profusa and Merger Sub

Exhibit 2.1 AMENDMENT NO. 4 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION February 11, 2025 THIS AMENDMENT No. 4 to the Merger Agreement and Plan of Reorganization, dated as of November 7, 2022 (as amended by Amendment No. 1 to the Merger Agreement and Plan of Reorganization, dated September 12, 2023, by Amendment No. 2 to the Merger Agreement and Plan of Reorganization, dated January 12, 2024, b

Securities Purchase Agreement, dated as of February 11, 2025 by and between the Company and the Investor

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 11, 2025, by and among NorthView Acquisition Corp., a Delaware Corporation (together with the Person surviving the Business Combination and their successors and, if permitted, assigns, the “Company”), and the purchasers identified on the signature pages hereto (each, an “Initial

Amendment No. 4 to Merger Agreement, dated February 11, 2025, by and among NorthView, Profusa and Merger Sub

Exhibit 2.1 AMENDMENT NO. 4 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION February 11, 2025 THIS AMENDMENT No. 4 to the Merger Agreement and Plan of Reorganization, dated as of November 7, 2022 (as amended by Amendment No. 1 to the Merger Agreement and Plan of Reorganization, dated September 12, 2023, by Amendment No. 2 to the Merger Agreement and Plan of Reorganization, dated January 12, 2024, b

Form of Convertible Note

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS NO

Form of Lock-Up Agreement

Exhibit 10.3 Lock-up Agreement Ascent Partners Fund LLC 19505 Biscayne Blvd., Suite 2350 Aventura, FL 33180 As of February , 2025 Ladies and Gentlemen: The undersigned understands that Northview Acquisition Corp., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”) intends to enter into a Securities Purchase Agreement (as modified from time to time, the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 11, 2025 NORTHVIEW ACQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 11, 2025 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Org

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Form of Securities Purchase Agreement, dated as of February 11, 2025, by and between NorthView and Ascent

EX-10.9 2 ea022445401ex10-9north.htm FORM OF SECURITIES PURCHASE AGREEMENT, DATED AS OF FEBRUARY 11, 2025, BY AND BETWEEN NORTHVIEW AND ASCENT Exhibit 10.9 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 11, 2025, by and among NorthView Acquisition Corp., a Delaware Corporation (together with the Person surviving the Business Combination

Henry Jackson Foundation Subaward Agreement to Profusa.

Exhibit 10.13 Portions of this agreement have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. HJF Cost Reimbursement Subaward Federal Awarding Agency: Naval Medical Logistics Command Pass-Through Entity (PTE): Subrecipient: THE HENRY M. JACKSON FOUNDATION FOR THE ADVANCEMENT OF MILITARY MEDICINE Profusa Inc PTE PI: Dr. Danielle Clark Sub PI: PTE Federal Award No: Subaward No: HJF

Amendment No. 1 to Loan Agreement between Profusa and Tasly

EX-10.14 4 ea022445401ex10-14north.htm AMENDMENT NO. 1 TO LOAN AGREEMENT BETWEEN PROFUSA AND TASLY Exhibit 10.14 AMENDMENT NO. 1 TO LOAN AGREEMENT February 6, 2024 This AMENDMENT NO. 1 (the “Amendment”) to the Loan Agreement dated as of June 15, 2023 (the “Loan Agreement”) is made and entered into as of February 6, 2024 in Beichen District, Tianjin, the People’s Republic of China, by and between P

As filed with the U.S. Securities and Exchange Commission on February 11, 2025.

As filed with the U.S. Securities and Exchange Commission on February 11, 2025. Registration Statement No. 333-269417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 10 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 6770 86-3437271 (Jurisdict

Form of Senior Secured Convertible Promissory Note to be issued by NorthView to PIPE Investors pursuant to the Securities Purchase Agreement, dated February 11, 2025

Exhibit 10.15 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS N

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 20, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Org

NorthView Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Failure to Complete Initial Business Combination

Exhibit 99.1 NorthView Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Failure to Complete Initial Business Combination New York, NY, Dec. 26, 2024 (GLOBE NEWSWIRE) - NorthView Acquisition Corporation (Nasdaq: NVAC) (the “Company”) announced that it has received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 6, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Orga

NorthView Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Filing of Quarterly Report on Form 10-Q

Exhibit 99.1 NorthView Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Filing of Quarterly Report on Form 10-Q New York, NY, December 11, 2024 (GLOBE NEWSWIRE) - NorthView Acquisition Corporation. (Nasdaq: NVAC) (the “Company”) announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41177 NOTIFICATION OF LATE FILING CUSIP NUMBER 66718N 103 66718N 111 66718N 129 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 15, 2024 NORTHVIEW ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 15, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW ACQ

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 12, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of I

Amendment to Amended and Restated Certificate of Incorporation of NorthView Acquisition Corporation, dated September 20, 2024

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORPORATION (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acquisition

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2024 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporati

Form of Amendment to the Investment Management Trust Agreement

Exhibit 10.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acquisition Corp. The

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 12, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Or

NorthView Acquisition Corporation Announces Exception Granted by Nasdaq to Permit to The Company to Regain Compliance with Listing Rules

Exhibit 99.1 NorthView Acquisition Corporation Announces Exception Granted by Nasdaq to Permit to The Company to Regain Compliance with Listing Rules New York, NY, September 13, 2024 (GLOBE NEWSWIRE) - NorthView Acquisition Corporation. (Nasdaq: NVAC) (the “Company”) announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company an exception

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41177 NOTIFICATION OF LATE FILING CUSIP NUMBER 66718N 103 66718N 111 66718N 129 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report

NorthView Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Filing of Annual Report on Form 10-Q

Exhibit 99.1 NorthView Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Filing of Annual Report on Form 10-Q New York, NY, June 07, 2024 (GLOBE NEWSWIRE) - NorthView Acquisition Corporation. (Nasdaq: NVAC) (the “Company”) announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 3, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41177 NOTIFICATION OF LATE FILING CUSIP NUMBER 66718N 103 66718N 111 66718N 129 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repor

Amended and Restated Binding Principal Terms and Conditions (“Term Sheet”) Up to $5.0mm Private Investment and 5.0mm Share Equity Forward

Exhibit 10.9 Amended and Restated Binding Principal Terms and Conditions (“Term Sheet”) Up to $5.0mm Private Investment and 5.0mm Share Equity Forward I. PARTIES SPAC: NorthView Acquisition Corporation (the “Issuer” or the “SPAC”). Target: Profusa, Inc. (the “Target” or the “Company”). NewCo: The combined entity whose common stock is publicly traded following the proposed business combination betw

Exhibit 10.13

Exhibit 10.13

As filed with the U.S. Securities and Exchange Commission on May 9, 2024.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on May 9, 2024. Registration Statement No. 333-269417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 9 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 3841 86-3437271

EX-10.14

Exhibit 10.14

NASDAQ: PFSA (NVAC) Q1 2024 INVESTOR PRESENTATION ”Leading the marriage of personal healthcare and AI - led real - time technology” NASDAQ: PFSA (NVAC) DISCLAIMER AND SAFE HARBOR STATEMENT 2 This presentation (the “Presentation”) contains confidentia

Filed by NorthView Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: NorthView Acquisition Corp. (Commission File No. 001- 41177) Date: April 8, 2024 NASDAQ: PFSA (NVAC) Q1 2024 INVESTOR PRESENTATION ”Leading the marriage of personal healthcare and AI -

Loan Agreement between Profusa and Tasly, dated June 15, 2023

Exhibit 10.12

As filed with the U.S. Securities and Exchange Commission on March 29, 2024.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 29, 2024. Registration Statement No. 333-269417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 8 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 3841 86-3437

JOINT FILING AGREEMENT

EX-99.1 2 d775172dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Northview Acquisition Corp. dated as of March 27, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with

NVAC / NorthView Acquisition Corporation / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Northview Acquisition Corp. 66718N103 (CUSIP Number) March 26, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule 13d-1(d)

Form of Amendment to the Investment Management Trust Agreement

Exhibit 10.1 PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of [ ], 2023, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between NorthView Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have th

Amendment to Amended and Restated Certificate of Incorporation of NorthView Acquisition Corporation, dated March 21, 2024

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORPORATION (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acquisition

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2024 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation o

Amendment No. 3 to Merger Agreement, dated March 4, 2024, by and among NorthView, Profusa and Merger Sub

Exhibit 2.2 AMENDMENT NO. 3 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION March 4, 2024 THIS AMENDMENT No. 3 to the Merger Agreement and Plan of Reorganization, dated as of November 7, 2022 (as amended by Amendment No. 1 to the Merger Agreement and Plan of Reorganization, dated September 12, 2023, and by Amendment No. 2 to the Merger Agreement and Plan of Reorganization, dated January 12, 2024, a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 4, 2024 NORTHVIEW ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 4, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organiz

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 4, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organiz

Amendment No. 3 to Merger Agreement, dated March 4, 2024, by and among NorthView, Profusa and Merger Sub

Exhibit 2.2 AMENDMENT NO. 3 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION March 4, 2024 THIS AMENDMENT No. 3 to the Merger Agreement and Plan of Reorganization, dated as of November 7, 2022 (as amended by Amendment No. 1 to the Merger Agreement and Plan of Reorganization, dated September 12, 2023, and by Amendment No. 2 to the Merger Agreement and Plan of Reorganization, dated January 12, 2024, a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 8, 2024 (March 7, 2024) NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorpor

PROFUSA, INC. AMENDMENT NUMBER ONE TO BINDING TERM SHEET FOR APAC JOINT VENTURE

Exhibit 10.8 CONFIDENTIAL PROFUSA, INC. AMENDMENT NUMBER ONE TO BINDING TERM SHEET FOR APAC JOINT VENTURE This Amendment Number One to the prior Binding Term Sheet for APAC Joint Venture (this “Amendment No.1”) is made and entered into as of [ ], 2023 (the “Effective Date”) by and among PROFUSA, Inc, a California Corporation (“Company”), Carbis Bay Limited (or its Affiliates) (“Carbis Bay”), BC hS

Consent of Rajesh Asorpota to be named as a director nominee

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by NorthView Acquisition Corp. (“NorthView”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the

As filed with the U.S. Securities and Exchange Commission on March 4, 2024.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 4, 2024. Registration Statement No. 333-269417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 3841 86-34372

Binding Principal Terms and Conditions (“Term Sheet”) Up to $5.0mm PIPE and 5.0mm Share Equity Forward

Exhibit 10.9 Binding Principal Terms and Conditions (“Term Sheet”) Up to $5.0mm PIPE and 5.0mm Share Equity Forward I. PARTIES SPAC: NorthView Acquisition Corporation (the “Issuer” or the “SPAC”). Target: Profusa, Inc. (the “Target” or the “Company”). NewCo: The combined entity whose common stock is publicly traded following the proposed business combination between SPAC and Target (such combinati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission File Number: 001-41177 NORTHVIEW ACQUISITION CORP. (E

Executive Incentive Clawback Policy

Exhibit 97.1 NorthView Acquisition Corp. Dodd-Frank Restatement Recoupment Policy 1. Introduction The Board of Directors (the “Board”) of NorthView Acquisition Corp. (the “Company”) has determined that it is in the best interests of the Company to adopt a policy providing for the recoupment by the Company of certain Incentive-Based Compensation paid to Executives Officers in the case of a Restatem

NVAC / NorthView Acquisition Corporation / Shaolin Capital Management LLC Passive Investment

SC 13G/A 1 shaolinnvac123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* NorthView Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 66718N103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Che

US66718N1037 / NorthView Acquisition Corp. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G/A 1 firtree-nvac123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Northview Acquisition Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 66718N103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) C

NASDAQ: PFSA (NVAC) Q1 2024 INVESTOR PRESENTATION ”Leading the marriage of personal healthcare and AI - led real - time technology” NASDAQ: PFSA (NVAC) DISCLAIMER AND SAFE HARBOR STATEMENT 2 This presentation (the “Presentation”) contains confidentia

Filed by NorthView Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: NorthView Acquisition Corp. (Commission File No. 001- 41177) Date: January 29, 2024 NASDAQ: PFSA (NVAC) Q1 2024 INVESTOR PRESENTATION ”Leading the marriage of personal healthcare and AI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 12, 2024 NORTHVIEW ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 12, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Orga

Amendment No. 2 to Merger Agreement, dated January 12, 2024, by and among NorthView, Profusa and Merger Sub (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K, filed January 22, 2024)

Exhibit 2.2 AMENDMENT NO. 2 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION January 12, 2024 THIS AMENDMENT No. 2 to the Merger Agreement and Plan of Reorganization (as amended by Amendment No. 1 to the Merger Agreement and Plan of Reorganization, dated September 12, 2023, and as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the

Amendment No. 2 to Merger Agreement, dated January 12, 2024, by and among NorthView, Profusa and Merger Sub

Exhibit 2.2 AMENDMENT NO. 2 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION January 12, 2024 THIS AMENDMENT No. 2 to the Merger Agreement and Plan of Reorganization (as amended by Amendment No. 1 to the Merger Agreement and Plan of Reorganization, dated September 12, 2023, and as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 12, 2024 NORTHVIEW ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 12, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Orga

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation

Summary of Proposed Terms and Conditions for NORTHVIEW ACQUISITION CORP. January 12, 2024 Arena Investors, LP and its subsidiaries and affiliates (collectively "Arena") are pleased to present the following proposal. The Summary of Proposed Terms and

Exhibit 10.9 Summary of Proposed Terms and Conditions for NORTHVIEW ACQUISITION CORP. January 12, 2024 Arena Investors, LP and its subsidiaries and affiliates (collectively "Arena") are pleased to present the following proposal. The Summary of Proposed Terms and Conditions (“Term Sheet”) is for discussion purposes only and is not intended to be, and does not constitute, an offer, commitment or agr

ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD. Summary of Proposed Terms & Conditions Profusa Inc Up to $150 million of Common Stock September 11, 2023

Exhibit 10.12 ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD. Summary of Proposed Terms & Conditions Profusa Inc Up to $150 million of Common Stock September 11, 2023 Nothing contained in this non-binding Summary of Proposed Terms and Conditions is or is intended to be a financing commitment of any sort or a commitment to prepare, negotiate, execute or deliver such a financing commitment or provide o

Senior Convertible Promissory Note Purchase Agreement

Exhibit 10.10 PROFUSA, INC. SENIOR CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT This Senior Convertible Promissory Note Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of [●], 2023 (the “Effective Date”) by and among (i) PROFUSA, Inc., a California corporation (the “Company”), (ii) the persons and entities named on the

Form of Senior Convertible Promissory Note

Exhibit 10.11 THIS SENIOR CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, IN COMPLIANCE WITH RULE 144 UNDER THE ACT OR PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE ACT. PURSUANT TO THE TERMS OF THE PURCHASE AGREEME

Amendment Number One to Binding Term Sheet for APAC Joint Venture

Exhibit 10.8

As filed with the U.S. Securities and Exchange Commission on January 16, 2023.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 16, 2023. Registration Statement No. 333-269417    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   Amendment No. 6 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 3841

Amendment No. 1 to Investment Management Trust Agreement, dated December 20, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on January 9, 2024)

Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 2, 2024, by and between NorthView Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendme

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 2, 2024 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Organ

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporatio

Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on December 28, 2023)

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORPORATION (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acquisition

Form of Amendment to the Investment Management Trust Agreement

Exhibit 10.1 FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of [ ], 2023, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between NorthView Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41177 NOTIFICATION OF LATE FILING CUSIP NUMBER 66718N 103 66718N 111 66718N 129 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition R

EX-10.8

Exhibit 10.8

As filed with the U.S. Securities and Exchange Commission on October 30, 2023.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 30, 2023. Registration Statement No. 333-269417    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   Amendment No. 5 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 3841

As filed with the U.S. Securities and Exchange Commission on October 6, 2023.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 6, 2023. Registration Statement No. 333-269417    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   Amendment No. 4 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 3841 8

Amendment No. 1 to Merger Agreement, dated September 12, 2023, by and among NorthView, Profusa and Merger Sub (incorporated by reference to Exhibit 2.2 to NorthView’s Current Report on Form 8-K, filed with the SEC on September 13, 2023)

Exhibit 2.2 AMENDMENT NO. 1 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION September 12, 2023 THIS AMENDMENT to the Merger Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of November 7, 2022, by and among NorthView Acquisition Corp., a Delaware corporation (“Parent”), NV Profusa Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merge

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 12, 2023 NORTHVIEW ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 12, 2023 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Or

Amendment No. 1 to Merger Agreement, dated September 12, 2023, by and among NorthView, Profusa and Merger Sub (incorporated by reference to Exhibit 2.2 to NorthView’s Current Report on Form 8-K, filed with the SEC on September 13, 2023)

Exhibit 2.2 AMENDMENT NO. 1 TO MERGER AGREEMENT AND PLAN OF REORGANIZATION September 12, 2023 THIS AMENDMENT to the Merger Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of November 7, 2022, by and among NorthView Acquisition Corp., a Delaware corporation (“Parent”), NV Profusa Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merge

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 12, 2023 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Or

As filed with the U.S. Securities and Exchange Commission on September 12, 2023.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 12, 2023. Registration Statement No. 333-269417    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   Amendment No. 3 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 384

Convertible Working Capital Promissory Note issued to Sponsor dated April 27, 2023

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW ACQU

As filed with the U.S. Securities and Exchange Commission on July 21, 2023.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on July 21, 2023. Registration Statement No. 333-269417    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   Amendment No. 2 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 3841 86-

Omnibus Amendment to Business Combination Marketing Agreement

Exhibit 10.7 Execution Version I-Bankers Securities, Inc. 535 5th Avenue, 4th fl. New York, NY 10017 USA November 7, 2022 NorthView Acquisition Corp. 207 West 25th St, 9th Floor New York, NY 10001 Attn: CEO Dear Ladies and Gentlemen, Reference is made to (i) that certain Engagement Letter, dated as of October 4, 2021, by and between I-Bankers Securities, Inc. (“I-Bankers”), Dawson James Securities

Business Combination Marketing Agreement

Exhibit 10.6 I-Bankers Securities, Inc. 535 5th Avenue, 4th fl. New York, NY 10017 USA December 20, 2021 NorthView Acquisition Corp. 207 West 25th St, 9th Floor New York, NY 10001 Attn: CEO Ladies and Gentlemen: This is to confirm our agreement whereby NorthView Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. and Dawson James Securities, Inc. (the “A

Binding Term Sheet for APAC Joint Venture, between Profusa, Carbis Bay Limited, BC hSensor Limited, Tasly (International) Healthcare Capital Company Limited

Exhibit 10.5 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. PROFUSA, INC. BINDING TERM SHEET FOR APAC JOINT VENUTRE , 2020 This Term Sheet (“Term Sheet”) sets forth the key terms of certain transactions between PROFUSA, Inc., a California corporation (th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW ACQ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41177 CUSIP NUMBER 66718N 103 66718N 111 66718N 129 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repor

As filed with the U.S. Securities and Exchange Commission on May 11, 2023.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on May 11, 2023. Registration Statement No. 333-269417    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 3841 86-3

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 NORTHVIEW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation o

NVAC / NorthView Acquisition Corp / Lighthouse Investment Partners, LLC Passive Investment

SC 13G/A 1 lighthouse-nvac033123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Northview Acquisition Corp. (Name of Issuer) Units, each consisting of one share of common stock, $0.0001 par value, one right, and one-half of one redeemable warrant (Title of Class of Securities) 66718N202 (CUSIP

Form of Amendment to the Investment Management Trust Agreement, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on March 13, 2023)

Exhibit 10.1 FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of [   ], 2023, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between NorthView Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have t

Amendment to the Amended and Restated Certificate of Incorporation of NorthView Acquisition Corp., dated March 10, 2023 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on March 13, 2023)

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORP.   Pursuant to Section 242 of the Delaware General Corporation Law NORTHVIEW ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is NorthView Acquisition Corp. The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 NORTHVIEW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation o

Description of Registrant’s Securities (incorporated by reference to exhibit 4.3 of the Annual Report on Form 10-K, filed with the SEC on March 6, 2023)

Exhibit 4.3 DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description of the securities of NorthView Acquisition Corp. (the “company,” “we” or “us”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended and restated certificat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission File Number: 001-41177 NORTHVIEW ACQUISITION CORP. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 NORTHVIEW A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation or

NASDAQ: PFSA (NVAC) Q1 2023 INVESTOR PRESENTATION ”Leading the marriage of personal healthcare and AI-led real-time technology” DISCLAIMER AND SAFE HARBOR STATEMENT 2 This presentation (the “Presentation”) contains confidential information and is sol

Filed by NorthView Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: NorthView Acquisition Corp. (Commission File No. 001-41177) Date: March 2, 2023 NASDAQ: PFSA (NVAC) Q1 2023 INVESTOR PRESENTATION ”Leading the marriage of personal healthcare and AI-led

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 NORTHVIEW A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 NORTHVIEW ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41177 86-3437271 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy St

US66718N1037 / NorthView Acquisition Corp. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

NVAC / NorthView Acquisition Corp / Lighthouse Investment Partners, LLC Passive Investment

SC 13G/A 1 lighthouse-nvac123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Northview Acquisition Corp. (Name of Issuer) Units, each consisting of one share of common stock, $0.0001 par value, one right, and one-half of one redeemable warrant (Title of Class of Securities) 66718N202 (CUSIP

US66718N1037 / NorthView Acquisition Corp. / Shaolin Capital Management LLC Passive Investment

SC 13G 1 nvac.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* NorthView Acquisition Corp (Name of Issuer) Shares of common stock, par value $0.0001 per share (Title of Class of Securities) 66718N103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the ap

NVAC / NorthView Acquisition Corp / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* NorthView Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 66718N202 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Definitive Proxy St

NorthView Acquisition Corp Announces Filing a Registration Statement on Form S-4 in Connection with a Proposed Business Combination with Profusa, Inc.

Filed by NorthView Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: NorthView Acquisition Corp (Commission File No. 001- 4117) Date: January 25, 2023 NorthView Acquisition Corp Announces Filing a Registration Statement on Form S-4 in Connection with a P

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) NorthView Acquisition Corp.

Sponsor Support Agreement.

Exhibit 10.2 FORM OF SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of [], 2022, is made by and among NorthView Acquisition Corp., a Delaware corporation (“Parent”), and Profusa, Inc., a California corporation (the “Company”), and NorthView Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”). Parent, the Company and the Sponsor shall be refer

As filed with the U.S. Securities and Exchange Commission on January 25, 2023.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 25, 2023. Registration Statement No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NorthView Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter)* Delaware 3841 86-3437271 (Jurisdiction of

Form of Stockholder Support Agreement.

Exhibit 10.1 FORM OF COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2022, is made by and among, NorthView Acquisition Corporation, a Delaware corporation (“Parent”), [●], a [●] (the “Stockholder”), and Profusa, Inc., a California corporation (the “Company”). Each of Parent, the Stockholder and the Company are sometimes referred to herein individually

Consent of Ben Hwang to be named as a director nominee

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by NorthView Acquisition Corp. (“NorthView”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the

*  *  *

ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax December 22, 2022 afslaw.com By EDGAR Submission Cavas S. Pavri Partner Securities and Exchange Commission 202.724.6847 direct Division of Corporation Finance [email protected] Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ameen Hamady Kristi Marrone Re: Nor

PROFUSA CORPORATE OVERVIEW “ ACCESSIBLE BIOCHEMISTRY ANYTIME, ANYWHERE” November 2022 1 Disclaimer 2 This presentation (the “ Presentation ”) contains confidential information and is solely being made available on a confidential basis, and subject to

EX-99.2 9 ea168243ex99-2northviewacq.htm INVESTOR PRESENTATION DATED NOVEMBER 2022 Exhibit 99.2 PROFUSA CORPORATE OVERVIEW “ ACCESSIBLE BIOCHEMISTRY ANYTIME, ANYWHERE” November 2022 1 Disclaimer 2 This presentation (the “ Presentation ”) contains confidential information and is solely being made available on a confidential basis, and subject to the following pr ovisions to a limited number of sele

Form of Lock-Up Agreement.

EX-10.3 5 ea168243ex10-3northviewacq.htm FORM OF LOCK-UP AGREEMENT Exhibit 10.3 Exhibit B FORM OF SPONSOR LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [], 2022 between [name], [domicile info] (the “Sponsor”) and Breeze Holdings Acquisition Corp., a Delaware corporation (“Acquiror”). The Sponsor and the Acquiror are sometimes referred to herein individu

Form of Stockholder Support Agreement.

Exhibit 10.1 FORM OF COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2022, is made by and among, NorthView Acquisition Corporation, a Delaware corporation (“Parent”), [●], a [●] (the “Stockholder”), and Profusa, Inc., a California corporation (the “Company”). Each of Parent, the Stockholder and the Company are sometimes referred to herein individually

Form of Stockholder Support Agreement (incorporated by reference to exhibit 10.1 of the Current Report on Form 8-K, filed November 10, 2022).

Exhibit 10.1 FORM OF COMPANY SUPPORT AGREEMENT This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2022, is made by and among, NorthView Acquisition Corporation, a Delaware corporation (“Parent”), [●], a [●] (the “Stockholder”), and Profusa, Inc., a California corporation (the “Company”). Each of Parent, the Stockholder and the Company are sometimes referred to herein individually

2

Exhibit 99.1 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. ?NorthVie

Merger Agreement and Plan of Reorganization, dated as of November 7, 2022, by and among NorthView, NV Profusa Merger Sub, Inc. and Profusa, Inc. (incorporated by reference to Exhibit 2.1 to NorthView’s Current Report on Form 8-K, filed with the SEC on November 10, 2022).)

Exhibit 2.1 EXECUTION VERSION MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NORTHVIEW ACQUISITION CORP., NV PROFUSA MERGER SUB, INC., AND PROFUSA, INC. DATED AS OF NOVEMBER 7, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Certain Definitions 2 Section 1.02 Further Definitions 16 Section 1.03 Construction 18 ARTICLE II AGREEMENT AND PLAN OF MERGER 19 Section 2.01 The M

Omnibus Amendment to I-Bankers Fee Agreements

Exhibit 10.5 Execution Version I-Bankers Securities, Inc. 535 5th Avenue, 4th fl. New York, NY 10017 USA November 7, 2022 NorthView Acquisition Corp. 207 West 25th St, 9th Floor New York, NY 10001 Attn: CEO Dear Ladies and Gentlemen, Reference is made to (i) that certain Engagement Letter, dated as of October 4, 2021, by and between I-Bankers Securities, Inc. (“I-Bankers”), Dawson James Securities

Form of Lock-Up Agreement (incorporated by reference to exhibit 10.3 of the Current Report on Form 8-K, filed November 10, 2022).

Exhibit 10.3 Exhibit B FORM OF SPONSOR LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [], 2022 between [name], [domicile info] (the “Sponsor”) and Breeze Holdings Acquisition Corp., a Delaware corporation (“Acquiror”). The Sponsor and the Acquiror are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized te

Form of Amended and Restated Registration Rights Agreement

Exhibit 10.4 Exhibit A AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November [], 2022, is made and entered into by and among NorthView Acquisition Corp., a Delaware corporation (the ?Company?), NorthView Sponsor I, LLC, a Delaware limited liability company (the ?Sponsor?), and the Persons listed on Schedu

Merger Agreement and Plan of Reorganization, dated as of November 7, 2022, by and among NorthView, NV Profusa Merger Sub, Inc. and Profusa, Inc.

Exhibit 2.1 EXECUTION VERSION MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NORTHVIEW ACQUISITION CORP., NV PROFUSA MERGER SUB, INC., AND PROFUSA, INC. DATED AS OF NOVEMBER 7, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Certain Definitions 2 Section 1.02 Further Definitions 16 Section 1.03 Construction 18 ARTICLE II AGREEMENT AND PLAN OF MERGER 19 Section 2.01 The M

2

Exhibit 99.1 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. ?NorthVie

Form of Amended and Restated Registration Rights Agreement (incorporated by reference to exhibit 10.4 of the Current Report on Form 8-K, filed November 10, 2022)

Exhibit 10.4 Exhibit A AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November [], 2022, is made and entered into by and among NorthView Acquisition Corp., a Delaware corporation (the “Company”), NorthView Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and the Persons listed on Schedu

Sponsor Support Agreement (incorporated by reference to exhibit 10.2 of the Current Report on Form 8-K, filed November 10, 2022).

Exhibit 10.2 FORM OF SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of [], 2022, is made by and among NorthView Acquisition Corp., a Delaware corporation (“Parent”), and Profusa, Inc., a California corporation (the “Company”), and NorthView Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”). Parent, the Company and the Sponsor shall be refer

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 7, 2022 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Orga

Sponsor Support Agreement.

Exhibit 10.2 FORM OF SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of [], 2022, is made by and among NorthView Acquisition Corp., a Delaware corporation (“Parent”), and Profusa, Inc., a California corporation (the “Company”), and NorthView Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”). Parent, the Company and the Sponsor shall be refer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 7, 2022 NORTHVIEW ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 7, 2022 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) delaware 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Orga

Omnibus Amendment to I-Bankers Fee Agreements (incorporated by reference to exhibit 10.5 of the Current Report on Form 8-K, filed November 10, 2022)

Exhibit 10.5 Execution Version I-Bankers Securities, Inc. 535 5th Avenue, 4th fl. New York, NY 10017 USA November 7, 2022 NorthView Acquisition Corp. 207 West 25th St, 9th Floor New York, NY 10001 Attn: CEO Dear Ladies and Gentlemen, Reference is made to (i) that certain Engagement Letter, dated as of October 4, 2021, by and between I-Bankers Securities, Inc. (“I-Bankers”), Dawson James Securities

PROFUSA CORPORATE OVERVIEW “ ACCESSIBLE BIOCHEMISTRY ANYTIME, ANYWHERE” November 2022 1 Disclaimer 2 This presentation (the “ Presentation ”) contains confidential information and is solely being made available on a confidential basis, and subject to

EX-99.2 9 ea168243ex99-2northviewacq.htm INVESTOR PRESENTATION DATED NOVEMBER 2022 Exhibit 99.2 PROFUSA CORPORATE OVERVIEW “ ACCESSIBLE BIOCHEMISTRY ANYTIME, ANYWHERE” November 2022 1 Disclaimer 2 This presentation (the “ Presentation ”) contains confidential information and is solely being made available on a confidential basis, and subject to the following pr ovisions to a limited number of sele

2

425 1 ea168132-425northview.htm FORM 425 Filed by NorthView Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: NorthView Acquisition Corp. (Commission File No. 001-41177) Date: November 7, 2022 Profusa, Inc., a Digital Health Company, Pioneering the Next

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW ACQU

US66718N1037 / NorthView Acquisition Corp. / NorthView Sponsor I, LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NorthView Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 66718N 103 (CUSIP Number)* Jack Stover, Manager NorthView Sponsor I, LLC 207 West 25th St., 9th Floor New York, NY 10001 (212) 494-9022 (

Joint Filing Agreement, dated as of December 22, 2021, among the Reporting Persons.*

Exhibit 6 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41177 NORTHVIEW ACQ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐TRANSITION REPORT PURSUANT TO SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the transition period from to Commission File Number: 001-41177 NORTHVIEW ACQUISITION CORP. (Ex

Feis Lawrence Michael - SCHEDULE 13G AMENDMENT

SC 13G/A 1 lfsc13gz.htm SCHEDULE 13G AMENDMENT OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* Northview Acquisition Corp. (Name of Issuer) Common Stock, par value $ 0.0001 (Title of Cl

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 19, 2022 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Orga

NorthView Acquisition Corp. Announces Upcoming Automatic Unit Separation

EX-99.1 2 ea154235ex99-1northview.htm PRESS RELEASE DATED JANUARY 19, 2022 Exhibit 99.1 NorthView Acquisition Corp. Announces Upcoming Automatic Unit Separation New York, New York, January 19, 2022 – NorthView Acquisition Corp. (NASDAQ: NVACU) (the “Company”) announced today that, on January 21, 2022, the Company’s units will no longer trade, and that the Company’s common stock, rights and redeema

Lighthouse Investment Partners, LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Feis Lawrence Michael - SCHEDULE 13G

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Northview Acquisition Corp. (Name of Issuer) Common Stock, par value $ 0.0001 (Title of Class of Securities) 66718N202 (CUSIP Number) Decem

Saba Capital Management, L.P. - FORM SC 13G

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NorthView Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 66718N202 (CUSIP Number) December 20, 2021 (Date of Event which Requires Filing of this Statement) Check t

NORTHVIEW ACQUISITION CORPORATION Index to Financial Statement

EX-99.1 2 ea153162ex99-1northviewacq.htm AUDITED BALANCE SHEET AS OF DECEMBER 22, 2021 Exhibit 99.1 NORTHVIEW ACQUISITION CORPORATION Index to Financial Statement Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 22, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Director

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 22, 2021 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Org

NorthView Acquisition Corp. Announces Pricing of Upsized $165,000,000 Initial Public Offering

Exhibit 99.1 NorthView Acquisition Corp. Announces Pricing of Upsized $165,000,000 Initial Public Offering New York, New York, Dec. 20, 2021 (GLOBE NEWSWIRE) - NorthView Acquisition Corp. (NASDAQ: NVACU) (the ?Company?) announced today that it priced its initial public offering of 16,500,000 units at a price to the public of $10.00 per unit. The units are expected to commence trading on December 2

Investment Management Trust Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to exhibit 10.2 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

EX-10.2 8 ea152951ex10-2northview.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED DECEMBER 20, 2021, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 20, 2021 by and between NorthView Acquisition Corp., a Delaware co

Registration Rights Agreement among the Registrant and certain security holders (incorporated by reference to exhibit 10.3 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

EX-10.3 9 ea152951ex10-3northview.htm REGISTRATION RIGHTS AGREEMENT, DATED DECEMBER 20, 2021, BY AND AMONG THE COMPANY AND CERTAIN HOLDERS PARTY THERETO Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 20, 2021, is made and entered into by and among NorthView Acquisition Corp., a Delaware corporation (the “Company”), NorthView S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 17, 2021 NORTHVIEW ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-41177 86-3437271 (State or Other Jurisdiction of Incorporation or Org

Warrant Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to exhibit 4.2 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

EX-4.2 6 ea152951ex4-2northview.htm WARRANT AGREEMENT, DATED DECEMBER 20, 2021, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT Exhibit 4.2 WARRANT AGREEMENT between NORTHVIEW ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 20, 2021, is by and between NorthView Acquisition C

Underwriting Agreement, dated December 20, 2021, by and between the Company and I-Bankers Securities, Inc., as representative of the several underwriters.

Exhibit 1.1 NORTHVIEW ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York December 20, 2021 I-Bankers Securities, Inc. 85 Broad Street New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Northview Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (t

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed December 23, 2021)

EX-3.1 4 ea152951ex3-1northview.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHVIEW ACQUISITION CORP. December 17, 2021 NorthView Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “NorthView

Rights Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to exhibit 4.1 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

EX-4.1 5 ea152951ex4-1northview.htm RIGHTS AGREEMENT, DATED DECEMBER 20, 2021, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT Exhibit 4.1 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of December 20, 2021 between NorthView Acquisition Corp., a Delaware corporation, with offices at 207 West 25th Street, 9th Floor, New York, NY 10001

Business Combination Marketing Agreement dated December 20, 2021 between the Registrant and I-Bankers Securities, Inc. (incorporated by reference to exhibit 1.2 of the Current Report on Form 8-K, filed with the SEC on December 23, 2021)

EX-1.2 3 ea152951ex1-2northview.htm BUSINESSCOMBINATION MARKETING AGREEMENT, DATED DECEMBER 20, 2021, BY AND AMONG THE COMPANY, THE REPRESENTATIVE AND DAWSON JAMESSECURITIES, INC. Exhibit 1.2 I-Bankers Securities, Inc. 535 5th Avenue, 4th fl. New York, NY 10017 USA December 20, 2021 NorthView Acquisition Corp. 207 West 25th St, 9th Floor New York, NY 10001 Attn: CEO Ladies and Gentlemen: This is t