NorthView Acquisition Corp

Item 8.01 discloses that the transaction those appointments were made in anticipation of is a non-binding term sheet, signed July 27, 2026, with an unnamed privately held commercial-stage health diagnostics and toxicology testing company. The report states the term sheet does not obligate either party and lists due diligence, definitive agreements, exchange and regulatory approvals, contemplated debt conversions and the target's audited financials as conditions. A leadership change has been executed against a document that binds no one.

A range as wide as 1-for-5 to 1-for-200, exercisable at any time over two years and with the final ratio chosen by the Chief Executive Officer alone, is about as much discretion as stockholders can hand over on a capital structure decision. Landing on 1-for-25 tells a former NVAC holder roughly how far below $1.00 the shares were trading. The authority does not expire with this split, so further consolidations remain available within the approved range until June 2028.

A board authorisation to reverse split by as much as 1-for-200 without any further shareholder vote, exercisable for two years to June 23, 2028, is an unusually wide grant and is normally sought to defend an exchange listing. Combined with only 4,660,268 shares outstanding, it signals a very low share price. Stockholders also approved issuing convertible preferred stock to Bio Insights LLC for the PanOmics Assay assets, a further dilution channel.

Four separate dilution authorizations sit on one ballot: sponsor note conversion above the 19.99% Nasdaq threshold, a preferred stock issuance, further convertible notes and an enlarged equity plan, backed by a two-year blank-check reverse split authority running to June 23, 2028. The April 24, 2026 modification converts sponsor debt into equity, meaning the SPAC sponsor moves ahead of public holders by turning a loan into stock at the moment the company needs capital. Legacy NorthView holders absorb every layer of that dilution.

An MVLS deficiency is more serious than a bid-price deficiency: the whole company is valued below $50 million, and a reverse split cannot cure it because market capitalization is unchanged by the ratio. Authorizing multiple splits over two years therefore signals the board expects repeated price deterioration. With the NorthView trust long released, holders face a listing at genuine risk and no cash floor beneath the stock.

This is the second Profusa dilution vote in under two months and it removes the Exchange Cap that currently bars issuing more than 19.99% of outstanding shares to Ascent under the PIPE convertible notes. Once lifted, note conversions are limited by the notes' own terms rather than by the share cap. The proxy also describes a PIPE lock-up restricting insiders from disposing of common stock or convertible securities from the Closing Date until the lock-up terminates, and PIPE registration rights entered into July 11, 2025.

An equity line lets the company deliver advance notices to Ascent on any trading day from the agreement's effective date until July 28, 2028 or earlier termination, selling shares at the then-market price — so the dilution is continuous rather than a single event, and against a base of 32,788,877 shares it can be heavy. The 19.99% cap is the only structural limit, and this vote is the request to remove it. Approval effectively converts the company's funding into a standing at-the-market drip for the next three years.

The Exchange Ratio is built on an equity valuation of Profusa of $155,000,000, adjusted for an Incentive Equity Value expected to be $29,018,330 and a Private Placement Value expected to be $14,867,899, and divided by an assumed value of New Profusa Common Stock of $10.00 per share — an assumption inside the formula, not a price anyone is committed to pay. The Company Reference Share Value of $7.47 is well below that $10.00 assumption. The Sponsor has agreed to vote all its shares for the deal and not to redeem any of them.

A NorthView holder can price the deal from this version for the first time, and the label changed as well as the number: the quantity is now called the Company Reference Share Value rather than the Per Share Merger Consideration. The formula behind it uses a Profusa equity valuation of $155,000,000, an Incentive Equity Value expected to be $29,018,330, a Private Placement Value expected to be $14,867,899, and an assumed New Profusa share value of $10.00 — so the $7.47 estimate sits below the assumption used to set the ratio.

Twelve amendments in, a NorthView stockholder still cannot read what a share of Profusa converts into, because the two numbers that answer that are blank. What is fixed is the formula: a Profusa equity valuation of $155,000,000, plus an Incentive Equity Value expected to be $29,018,330 and a Private Placement Value expected to be $14,867,899, divided by an assumed New Profusa share value of $10.00. The Sponsor has agreed to vote its shares in favour and not to redeem, so the outcome turns on public redemptions.

The economics are described only as a formula at this version: a pre-transaction equity value of $155,000,000 for Profusa, plus an Incentive Equity Value expected to be $29,018,330 and a Private Placement Value expected to be $14,867,899, plus the Aggregate Exercise Price and less the Aggregate Company Incentive Amount, divided by an assumed New Profusa share value of $10.00. Profusa holders also receive Earnout Shares. The Sponsor has agreed to vote in favour and not to redeem, and the meeting date and webcast address are blank.

The board states it does not believe there is sufficient time before March 22, 2025 to complete the Profusa combination contemplated by the November 7, 2022 merger agreement, so without the extension the trust is returned and the deal dies. Removing the $5,000,001 net tangible asset floor at the same meeting means redemptions can run as deep as holders wish without blocking the closing. Holders redeeming must tender to the transfer agent at least two business days before the meeting, by March 14, 2025.

This is the tenth amendment to a registration statement for a merger agreement signed in November 2022, and the two numbers a holder needs are still blank: the Exchange Ratio and the Per Share Merger Consideration are both shown as brackets. The document states the inputs — $155,000,000 of equity value, an Incentive Equity Value expected to be $29,018,330, a Private Placement Value expected to be $13,654,216, and an assumed New Profusa share value of $10.00 — but not the resulting ratio. The Sponsor has agreed to vote in favour and not to redeem.

The board says there will not be sufficient time before September 22, 2024 to complete the Profusa combination contemplated by the November 7, 2022 merger agreement, and if the Extension and Trust Amendment Proposals fail the company dissolves and liquidates. Control of the timetable then passes to the sponsor: it or its designees have sole discretion whether to keep extending month by month, so public holders approve a mechanism whose exercise is not theirs to direct.

Nine amendments and eighteen months after signing, the two numbers a holder would actually use are still blank: the Exchange Ratio and the Per Share Merger Consideration are printed as brackets. The ratio is defined as the value of a Profusa share at the $155,000,000 equity valuation, as adjusted for the Private Placement Value, divided by an assumed value of NorthView common stock of $10.00 per share, and Profusa holders also receive Earnout Shares. The Sponsor has agreed both to vote in favour and not to redeem, so the sponsor block cannot leave and the swing is public redemptions.

Eight amendments and three amendments to the underlying agreement in, the two numbers a holder actually needs are still blank: the Exchange Ratio and the Per Share Merger Consideration are both printed as brackets, as are the special meeting's date, time and webcast address. The sponsor has signed a Sponsor Support Agreement committing it to vote its NorthView shares in favour and, separately, not to redeem any of them, so the sponsor's block is removed from both the vote and the redemption pool before public holders decide.

The Exchange Ratio and the Per Share Merger Consideration are both printed as blanks, so neither side's holders can see what they receive. The valuation input is a flat $155,000,000 here with no private placement adjustment attached to it, and the NorthView side of the ratio is an assumed $10.00 per share rather than an observed price. The Sponsor has agreed both to vote in favour and not to redeem, so its block cannot leave. Separate charter, advisory governance and Nasdaq Listing Rule 5635 issuance proposals are put at the same meeting.

The two numbers that would let a holder price the deal — the Exchange Ratio and the Per Share Merger Consideration — are blank, as is the date they are estimated as of. The Sponsor has agreed to vote all its shares for the combination and not to redeem any of them, and Profusa stockholders holding the requisite votes are expected to sign matching support agreements, so the outcome turns on public redemptions rather than on turnout. The cover of this amendment is dated January 16, 2023, a year earlier than the filing date.

Both numbers a holder would actually use are printed as blanks: the Exchange Ratio and the Per Share Merger Consideration appear as brackets, and the meeting's date and time are blank as well. The $10.00 on the NorthView side of the ratio is a value assumed by the agreement, not an observed price. The Sponsor has agreed both to vote in favour and not to redeem, so its block cannot leave. Beyond the combination, the meeting carries a Charter Proposal, non-binding Governance Proposals and a separate proposal to approve the issuance for purposes of Nasdaq Listing Rule 5635.

The Exchange Ratio and the Per Share Merger Consideration are both printed as blanks, and the meeting date and time are blank as well, so neither the dilution nor a redemption deadline can be read from this version. The NorthView side of the ratio is an assumed $10.00 per share rather than an observed price. The Sponsor has agreed both to vote in favour and not to redeem, so its block cannot leave. Alongside the combination, holders vote on a charter proposal, advisory governance provisions, a Nasdaq Listing Rule 5635 issuance proposal and the election of directors.

The merger agreement was amended on the day this amendment was filed, so the terms described here had only just changed. The Exchange Ratio and the Per Share Merger Consideration are both printed as blanks, and the meeting date and time are blank as well, so neither the price nor a redemption deadline can be read from the document. The Sponsor has agreed to vote in favour and not to redeem. Beyond the business combination, holders also vote on a charter proposal, advisory governance proposals, a Nasdaq Listing Rule 5635 issuance proposal and the election of directors.

The Exchange Ratio and the Per Share Merger Consideration are both printed as blanks, and the meeting's date and time are blank as well, so neither the dilution nor a redemption deadline can be read from this version. The NorthView side of the ratio is an assumed $10.00 per share rather than an observed price. The Sponsor has agreed both to vote in favour and not to redeem, so its block cannot leave. Holders also vote on a charter proposal, advisory governance provisions, a Nasdaq Listing Rule 5635 issuance proposal and the election of the New Profusa board.

The $10.00 is an assumed contractual input rather than a market price, so the number of NorthView shares a Profusa holder receives is fixed by the formula and not by where the stock trades. Profusa's preferred stock converts into common immediately before the merger, its options convert at the Exchange Ratio and its warrants at the Warrant Ratio, with Earnout Shares on top. The Sponsor has agreed both to vote in favour and not to redeem, so its block cannot leave. The special meeting's date and time are left blank.

The $10.00 is an assumed contractual value rather than a market price, so the share count a Profusa holder receives is set by the formula and not by trading. Profusa's preferred converts into common immediately before the merger, its options convert at the Exchange Ratio and its warrants at a separate Warrant Ratio, and holders also receive Earnout Shares. The Sponsor has agreed both to vote in favour and not to redeem, so its block cannot leave the trust, and the special meeting's date and time are left blank.

What changed: The preliminary proxy statement filed under NorthView Acquisition Corp's file is that of Profusa, Inc., calling a special meeting for September 18, 2026 at 10:00 a.m. Eastern Time, held virtually, with a record date of August 19, 2026. Why it matters: The company has already done a 1-for-4 split and is asking for standing authority to do up to 1-for-12 more over two years at the board's discretion — an authorisation with a ceiling, not a scheduled split, and none of the further splits has been declared. A failure to vote has no effect on the outcome of the reverse split proposal, and an abstention counts against only the adjournment proposal.

What changed: 8-K of Profusa, Inc. (Nasdaq: PFSA), filed under NorthView Acquisition Corp's CIK, reporting a reverse stock split under Items 3.03 and 5.03. Stockholders approved an amendment at the annual meeting completed June 23, 2026 authorising a reverse split at a ratio in the range of 1-for-5 to 1-for-200 at the board's discretion within two years; the filing states the board authorised the CEO to fix the ratio and that the CEO approved a one-for-four (1:4) reverse stock split. The amendment was filed with the Delaware Secretary of State and the split becomes effective at 12:01 a.m. Why it matters: The share count drops by three quarters as of August 17, 2026, and outstanding options, RSUs, PSUs and warrants are proportionately adjusted with a proportional increase in option and warrant exercise prices. Note that the ratio the filing states the CEO approved (1:4) sits outside the 1-for-5 to 1-for-200 range the same filing states stockholders approved; both figures are quoted here as filed.