NorthView Acquisition Corporation
PROPOSED BUSINESS COMBINATION: Profusa Inc.
ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: $238M
NorthView Acquisition Corporation proposes to combine with Profusa Inc.
Profusa is based in Emeryville, CA, and is a digital health company that is creating the next generation of personalized medicine via the development of novel tissue-integrated biosensors. Profusa’s technology addresses the human body’s response to the presence of foreign material, enabling long-term monitoring of various biochemical parameters in real-time, with months of functionality, at a fraction of the cost of current solutions. Profusa’s approach, which has been in development for approximately nine years, is intended to be the foundational platform of bioengineered sensors supporting real-time biochemical monitoring, enabling a real-time stream of data for a wide-ranging set of applications, including wound care and continuous glucose monitoring for diabetes management. Profusa’s technology enables continuous transmission of wireless and cloud-based actionable medical-grade data for personal, professional, and medical use.
TRANSACTION
- The pro forma equity valuation of the Combined Company is expected to be approximately $264 million assuming 80% redemptions or approximately $416 million assuming no redemptions.
- Estimated cash proceeds to the Combined Company from the transaction are expected to consist of NorthView’s approximately $39 million of cash in trust assuming 80% redemptions or approximately $193 million assuming no redemptions.
PIPE
- There is currently no PIPE for this transaction
EARNOUT
- Profusa stockholders will have the right to receive an aggregate of up to an additional 3,875,000 shares NorthView Common Stock (the “Earnout Shares”).
- One-quarter of the Earnout Shares will be issued if, between the 18-month anniversary and the two year anniversary of the Closing, the combined company’s common stock achieves a daily volume weighted average market price of at least $12.50 per share for any 20 trading days within a 30 consecutive trading day period (“Milestone Event I”).
- One-quarter of the Earnout Shares will be issued if, between the first and second anniversary of the Closing, the combined company’s common stock achieves a daily volume weighted average market price of at least $14.50 per share for a similar number of days (“Milestone Event II”).
- One-quarter of the Earnout Shares will be issued if the combined company achieves at least $5,100,000 in revenue or $73,100,000 in revenue in fiscal years 2023 or 2024, respectively (or up to one-half of the Earnout Shares if both milestones are achieved).
- The 30 consecutive trading day periods used to satisfy Milestone Event I and Milestone Event II may not overlap; if both Milestone Event I and Milestone Event II would be satisfied using the same 30 consecutive trading day period, Milestone Event II will be deemed satisfied.
- if Milestone Event I or Milestone Event II are achieved by the second anniversary of the Closing, NorthView’s sponsor, NorthView Sponsor I, LLC (the “Sponsor”), and Profusa stockholders, will be issued additional shares up to the amount of any shares forgone as an inducement to obtaining Additional Financings.
LOCK-UP
Profusa
- The applicable Lock-Up periods are
- (i) six months for 25% of the Lock-Up Shares (as defined in the Stockholder Support Agreement),
- (ii) nine months for 25% of the Lock-Up Shares, and
- (iii) one year for 50% of the Lock-Up shares.
Sponsor
- Twelve (12) months after the Closing Date
- during the Lock-Up Period, the Transfer Restriction shall expire with respect to twenty-five percent (25%) of the Lock-Up Shares (the “First Tranche”), upon the date that is six (6) months after the Closing;
- during the Lock-Up Period, the Transfer Restriction shall expire with respect to twenty-five percent (25%) of the Lock-Up Shares (the “Second Tranche”), upon the date that is nine (9) months after the Closing;
NOTABLE CONDITIONS TO CLOSING
- NorthView having cash on hand (inclusive of proceeds from certain permitted financings) of at least $15,000,000 (after deducting any amounts paid to NorthView stockholders that exercise their redemption rights, and net of certain transaction expenses incurred or subject to reimbursement by the Sponsor).
- If NorthView’s cash on hand is less than $15,000,000,
- (a) after the NorthView stockholder meeting to approve the Business Combination, NorthView may sell additional shares of NorthView Common Stock to investors, and
- (b) after the deadline for NorthView stockholders to elect to redeem their NorthView Common Stock in connection with the Business Combination, NorthView may, with the consent of Profusa, enter into agreements incentivizing redeeming stockholders to unwind their election to redeem.
- The Sponsor has agreed to forfeit up to 1,040,000 of its shares of NorthView Common Stock to allow NorthView to offer shares in connection with any such incentive agreements.
NOTABLE CONDITIONS TO TERMINATION
- by either NorthView or Profusa if the Business Combination is not consummated by September 21, 2023, provided the failure to close by such date is not due to a breach by the terminating party
ADVISORS
- I-Bankers Securities Inc. and Dawson James Securities, Inc. acted as financial advisors to NorthView.
- H.C. Wainwright & Co. acted as financial advisor to Profusa.
- ArentFox Schiff LLP acted as legal advisor to NorthView
- Sidley Austin LLP acted as legal advisor to Profusa.
MANAGEMENT & BOARD
Executive Officers
Jack Stover, 68
Co-Founder, Director, Chief Executive Officer
From June 2016 to November 2020, Mr. Stover served as president and chief executive officer of Interpace Biosciences, Inc., a publicly-traded small cap life sciences company providing complex molecular analysis for the early diagnosis and treatment of cancer and supporting the development of targeted therapeutics. From December 2015 until June 2016, Mr. Stover served as interim president and chief executive officer of Interpace Biosciences, Inc. Mr. Stover on the board of directors of Interpace Biosciences, Inc. from August 2005 until November 2020, and was chairman of the audit committee from August 2005 until December 2015. From June 2016 to December 2016, Mr. Stover was chairman of the audit committee and a member of the board of directors of Viatar CTC Solutions, Inc. From 2004 to 2008, he served as chief executive officer, president and director of Antares Pharma, Inc., a publicly held specialty pharmaceutical company (current market cap of ~$700M) then listed on the American Stock Exchange. In addition to other relevant experience, Mr. Stover was also formerly a partner with PricewaterhouseCoopers (then Coopers and Lybrand), working in the bioscience industry division in New Jersey. Mr. Stover received his B.A. in Accounting from Lehigh University and is a Certified Public Accountant.
Fred Knechtel, 61
Co-Founder, Director, Chief Financial Officer
From January 2020 to January 2021, Mr. Knechtel served as chief financial officer of Interpace Biosciences, Inc. From June 2018 to December 2018, Mr. Knechtel served as chief financial officer of GENEWIZ, Inc., which had a private market valuation of $443M as of Nov. 2018. From November 2014 to November 2017, Mr. Knechtel served as group chief financial officer of Sims Metal Management (current market cap of approx. $2.5B USD). From November 2009 to October 201, Mr. Knechtel served as chief financial officer of Remy International, Inc. Mr. Knechtel received a Bachelor of Engineering from Stony Brook University and a M.B.A in Finance from Hofstra University.
Board of Directors
Peter O’Rourke, 49
Chairman of the Board, Independent Director Nominee
Since December 2018, Mr. O’Rourke has served as Managing Partner at TCI Partners, a consulting firm focused on healthcare, aerospace and the public sector. From January 2017 to December 2018, Mr. O’Rourke served as the Acting Secretary and Chief of Staff of the Department of Veteran Affairs. From May 2015 to July 2016, Mr. O’Rourke served as a principal of Calibre Systems, Inc., a consulting firm. Mr. O’Rourke also served both U.S. Navy and Air Force. Mr. O’Rourke received a Bachelor of Arts in Political Science from the University of Tennessee in Knoxville as well as a Master of Science in Logistics and Supply Chain Management from the United States Air Force’s Institute of Technology.
Ed Johnson, 61
Independent Director Nominee
Since March 2020, Mr. Johnson has served as the chief executive officer of iONEBIOUSA Molecular COVID-19 Technologies, which he founded. Since March 2018, Mr. Johnson has served as chief executive officer of Johnson Global Ventures, LLC. Since March 2018, Mr. Johnson has served on the Advisory Board to Advantage Capital Partners. Mr. Johnson received a Bachelor of Science in Marketing from Florida State University and a M.B.A. from Nova Southeastern University.
Lauren Chung, 48
Independent Director Nominee
Since November 2019, Dr. Chung has served as chief executive officer of MINLEIGH LLC, identifying, evaluating and partnering with companies for investments and strategic, operational, and commercial opportunities, and venture partner at Yozma Group. From May 2017 to November 2019, Dr. Chung was an Equity Research Managing Director at WestPark Capital. From August 2016 to April 2017, Dr. Chung as in equity research at Maxim Group. Previously, Dr. Chung founded and served as chief operating officer of Tokum Capital Management, a global healthcare investment fund. Dr. Lauren Chung serves as director of Cure Pharmaceutical Holding Corp and Todos Medical Ltd. Dr. Chung holds a Ph.D. in Neuropathology from Columbia University-College of Physicians & Surgeons, and a BA with honors in Biochemistry and Economics from Wellesley College.