Under the terms of the merger agreement, each share of Profusa common stock was converted into shares of New Profusa common stock based on an exchange ratio that reflects an equity valuation of Profusa of $155,000,000, as adjusted for the Incentive Equity Value, the Private Placement Value, and the Aggregate Company Incentive Amount, divided by an assumed value of New Profusa common stock of $10.00 per share. The resulting exchange ratio was $0.94, with a Company Reference Share Value of $9.40. Immediately following closing, there were 32,788,877 shares of New Profusa common stock outstanding, no shares of preferred stock outstanding, and 17,404,250 Profusa warrants outstanding. The transaction was accounted for as a reverse capitalization under GAAP, with Profusa treated as the accounting predecessor and New Profusa as the successor SEC registrant.
In connection with the closing, the combined company issued a senior secured convertible promissory note to institutional investor Ascent Partners Fund LLC, raising $9,000,000 in net proceeds (a $10,000,000 principal Initial Note at a 10% original issue discount) to fund transaction costs and working capital, under a broader PIPE facility sized up to $22,222,222 in aggregate principal ($20,000,000 aggregate purchase price). The Initial Note matures 18 months from closing, is convertible at the lower of $10.00 per share or 95% of the lowest daily VWAP in the 10 trading days prior to issuance (subject to down-round and most-favored-nation adjustments), and accrues interest at 10% per annum (24% upon default). The note is secured by substantially all assets of New Profusa and Profusa under a security agreement with Ascent as collateral agent, and is further backed by a guaranty from the Profusa parties and their subsidiaries. Certain Profusa and NorthView insiders also agreed to lock-up restrictions of six to twelve months (staged 25%/25%/50%) on Profusa-side shares, and eight months on NorthView sponsor founder shares (with early release tied to a $12.50 trading-price trigger).
Ben Hwang, Ph.D., Profusa's Chairman and CEO, said: "In a journey that began over a decade ago, driven by a mission to harness transformative science to positively impact quality of daily living and chronic disease management, we are excited to mark a key milestone of going public and trading on Nasdaq. We believe being a public company better positions us to advance our vision in pioneering tissue-integrating biosensors platform that could function for months at a time, with transformative lower costs, and continuously monitor and transmit body chemistries to smart phone applications..."
On the financial advisory side, A.G.P./Alliance Global Partners, I-Bankers Securities, and Dawson James Securities acted as financial advisor to NorthView Acquisition Corp. I-Bankers and Dawson James, which had been engaged under a Business Combination Marketing Agreement tied to NorthView's original IPO, received an aggregate cash fee (the Business Combination Marketing Fee) of $1,500,000 at closing, with a further $500,000 balance deferred, out of a contracted fee equal to 3.68% of NorthView's IPO gross proceeds. HCW acted as Profusa's financial advisor and received a transaction fee of $1,000,000 in cash plus 132,500 warrants to purchase New Profusa common stock at an exercise price of $0.01 per share.
On legal advisors, Ellenoff Grossman & Schole LLP acted as legal advisor to Profusa, ArentFox Schiff LLP acted as legal advisor to NorthView Acquisition Corp., and Lucosky Brookman LLP acted as legal advisor to the institutional investor (Ascent Partners Fund LLC) in connection with the secured convertible promissory note.
No synergy estimates, cost-saving targets, or EPS accretion/dilution figures are disclosed in the sourced filings; as a going-public reverse-merger transaction between a clinical/commercial-stage biosensor company and a non-operating SPAC shell, such metrics are not applicable in the way they would be for an operating-company-to-operating-company combination. Profusa's unaudited financials as of March 31, 2025 show a net loss of $2.7 million for the quarter (versus $2.4 million a year earlier), cash of less than $0.1 million, and notes and loans payable and interest due of $50.2 million within twelve months, with management disclosing substantial doubt about the company's ability to continue as a going concern absent additional financing. The Tasly-related party convertible debt was repaid in parallel with the closing of the business combination.
The transaction has closed; it is not subject to further regulatory approval. The deal record's prior pending-regulatory status reflected an earlier gap in available source material rather than the deal's actual status, which Form 8-K filings confirm as closed as of July 11, 2025.