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Correspondence 0001140361-23-024137 from Profusa, Inc. (PFSA)

Profusa, Inc.
Date: May 11, 2023 · CIK: 0001859807 · Accession: 0001140361-23-024137

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File numbers found in text: 333-269417

Referenced dates: February 21, 2023

Date
May 11, 2023
Author
Not clearly detected
Form
CORRESP
Company
Profusa, Inc.

Letter

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

rdemartino@afslaw.com

May 11, 2023

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

Celeste Murphy

Re: NorthView Acquisition Corporation Registration

Statement on Form S-4 Filed January 25, 2023

File No. 333-269417

To Whom It May Concern:

The undersigned serves as counsel to NorthView Acquisition Corporation (“NorthView” or the “Company”). Contemporaneous with the submission of this correspondence, NorthView filed its Amendment No. 1 (the “Amendment”) to its Registration Statement on Form S-4 filed on January 25, 2023 (File No. 333-269417). Pursuant to the comments by the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”), set forth in its letter dated February 21, 2023 (the “Comment Letter”), and addressed to Jack Stover, Chief Executive Officer of NorthView, the Amendment responds to the Staff’s comments included in the Comment Letter. For the convenience of the Staff, the comments included in the Comment Letter are posted below (in bold) and NorthView’s response follows each comment.

Form S-4 Filed January 25, 2023 Cover Page

1.

Please revise the prospectus cover page to disclose the expected ownership percentages in the combined company of NorthView’s public stockholders, the Sponsor and its affiliates and Profusa stockholders. To the extent applicable, disclose the total expected ownership of the Sponsor following the transaction, inclusive of any investments the Sponsor plans to make through financing transactions, such as the PIPE investment.

RESPONSE: We have amended the disclosure on the cover page to include the requested information.

May 11, 2023

Page 2

Questions and Answers about the Business Combination, page xi

2.

Please revise to disclose all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

RESPONSE: We have amended the disclosures on pages xi and xiii to include the requested information.

3.

Please revise your disclosure in this section and elsewhere in the prospectus as appropriate to highlight the material risks to public warrant holders, including those arising from differences between private and public warrants. Clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants. Clearly explain the steps, if any, the company would take to notify all shareholders, including beneficial owners, regarding when the warrants become eligible for redemption.

RESPONSE: We have amended the disclosures on pages xi and xiii to include the requested information.

Q: What equity stake will current NorthView stockholders and current Profusa stockholders hold in the combined company...?, page xii

4.

Please disclose the Sponsor and its affiliates’ total potential ownership interest in the combined company, assuming exercise and conversion of all securities.

RESPONSE: We have amended the disclosures on page xiii to include the requested information.

5.

Revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including at least one interim redemption level.

RESPONSE: The Company respectfully submits to the Staff that, subsequent to the filing of the initial Registration Statement, the Company experienced stockholder redemptions such that the impact of any interim redemption level does not appear to be material relative to the No Redemption and Maximum Redemption scenarios and presented in the amended disclosures. However, we have amended the disclosures on page xiii to include the requested information with the exception of the presentation of an interim redemption level.

6.

Please revise to disclose all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

RESPONSE: We have amended the disclosures on page xiii to include the requested information.

7.

Please clarify, if true, that the sponsor will receive additional securities pursuant to an anti-dilution adjustment based on the company’s additional financing activities. If applicable, please quantify the number and value of securities the sponsor will receive. In addition, disclose the ownership percentages in the company before and after the additional financing to highlight dilution to public stockholders.

RESPONSE: We advise the Staff that Sponsor will not receive additional securities pursuant to an anti-dilution adjustment based on the company’s additional financing activities.

May 11, 2023

Page 3

Q: Do I have redemption rights?, page xvii

8.

Clarify, if true, that holders of your public warrants and holders of warrants through your units cannot exercise redemption rights with respect to the warrants. Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks.

RESPONSE: We have amended the disclosures on page xix to include the requested information.

Summary of the Proxy Statement/Prospectus, page 1

9.

Please revise to expand your descriptions of NorthView and Profusa in this section. Please discuss the types of products and services Profusa provides, how the company generates revenue, and when the company commenced work designing these products and obtained CE approval. Revise to include disclosure that Profusa’s products are currently categorized as Class III medical devices and clarify, if true, that Profusa’s Lumee Oxygen and Glucose products involve the permanent injection of a hydrogel sensor in subcutaneous tissue. Please also balance your disclosure in the Summary and throughout the prospectus to clarify that Profusa sells its oxygen sensor for research use only (RUO) applications in animal models and in vitro testing and that Lumee Glucose is currently an investigative device for research use only.

RESPONSE: We have amended the disclosures on page 1 to include the requested information.

Interests of Certain Persons in the Business Combination, page 4

10.

We note your disclosure that NorthView’s directors will not receive reimbursement for any out-of-pocket expenses incurred by them on incident to identifying, investigating and consummating a business combination. Please revise your disclosure to include the current value of loans extended, fees due, and out-pocket-expenses for which the Sponsor and its affiliates are awaiting reimbursement, including any working capital loans.

RESPONSE: We have amended the disclosures on page 6 to include the requested information.

11.

We refer to your disclosure on page 5 that I-Bankers and Dawson James are entitled to receive a fee of $6,986,250 in connection with the business combination, which appears to suggest that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution. In this regard, we refer to your disclosure on page 167 that the underwriting fee is equal to 3.68% of the gross proceeds of the public offering.

RESPONSE: We have amended the disclosures on pages 6 and 172 to include the requested information.

Impact of the Business Combination and Convertible Securities on New Profusa’s Public Float, page 6

12.

We note that you plan to arrange to sell additional securities to raise funds to satisfy the minimum cash required to complete the business combination transaction after returning funds to redeeming stockholders under the maximum redemption scenario. Please clarify the current status of discussions and negotiations regarding the contemplated PIPE investment. Revise the disclosure to discuss the key terms of any convertible securities and to disclose the potential impact of those securities on non-redeeming shareholders, as applicable. To the extent that negotiation and marketing processes for a PIPE are ongoing, please disclose material details of those processes, including who selected the potential PIPE investors, the relationships the PIPE investors have to NorthView, the Sponsor, Profusa and their affiliates, and the placement agent and how the terms of the PIPE transaction were determined, as applicable.

RESPONSE: We have amended the disclosures on page 7 to include the requested information.

May 11, 2023

Page 4

13.

Please highlight material differences in the terms and price of securities issued at the time of the IPO as compared to private placements contemplated at the time of the business combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate in the private placement.

RESPONSE: We have amended the disclosures on page xv to include the requested information. The Company supplementally advises the staff that the terms of any private placement have not been agreed to as of the date hereof, and we further represent that such terms will be disclosed in a subsequent amendment to the prospectus/proxy statement.

We depend upon third-party suppliers and outsource to other parties..., page 31

14.

We note your risk factor disclosure that you rely on single and/or sole sources for certain components and materials used in manufacturing your products. Please expand your disclosure to discuss your sources and availability of raw materials and the names of any principal suppliers. See Item 101(h)(4)(v) of Regulation S-K.

RESPONSE: We have amended the disclosures on page 33 to include the requested information.

Activities taken by existing NorthView’s stockholders to increase the likelihood of approval of the business..., page 63

15.

We note disclosure here that at any time prior to the special meeting, the Sponsor, NorthView’s officers and directors, advisors or any of their respective affiliates and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of NorthView common stock. You further state that the purpose of the share purchases could be to vote in favor of the business combination. Please provide your analysis on how such purchases comply with Rule 14e-5.

RESPONSE: We have amended the disclosures on pages 69 to address the Staff’s comment.

The Background of the Business Combination, page 95

16.

We note your disclosure on page 97 that NorthView engaged in detailed due diligence and discussions with eight other potential targets and delivered letters of intent to two potential business combination targets, other than Profusa. Please expand your disclosure of these eight potential business combination targets the NorthView Board considered and discuss the NorthView Board’s reasons in reaching its conclusions not to pursue each of the potential business combination target.

RESPONSE: We have amended the disclosures on pages 100 through 104 to include the requested information.

17.

Please identify the individuals and/or parties who participated in the meetings, discussions and negotiations described throughout this section. By way of example only, please identify the representatives of NorthView and Profusa and their advisors who participated in negotiations related to the merger agreement.

RESPONSE: We have amended the disclosures on pages 100 through 104 to include the requested information.

May 11, 2023

Page 5

Financial Projections, page 102

18.

We note that the only revenue recorded by Profusa during the two years ended December 31, 2021 and the nine months ended September 30, 2022 was in the form of government grant revenues. The projections provided assume that revenue will commence in Q4 of 2022 for Lumee Oxygen and Q2 of 2024 for Lumee Glucose. In this regard, please address the following:

Please disclose whether these projections still reflect management’s views on future performance. For example, if there has been a change in circumstances which has resulted in changes to when revenue will commence for either product;

Please disclose the basis for providing projections for a seven year period given the limited operations of Profusa; and

Please explain how management and the Board considered and relied upon the projections. Explain how they assessed their reasonableness, particularly in light of the limited operations of Profusa.

RESPONSE: We respectfully acknowledge the Staff’s comment. Profusa is currently in the process of preparing updated projections and will provide such updated projections, as well as modified disclosure in response to the Staff’s comment, in a subsequent amendment when the updated projections are available.

19.

The projections show significant increases in revenues from $5 million in 2023 to $73 million in 2024 well as further significant increases to $175 million in 2025 and $354 million in 2026. Given the limited operations of Profusa, we would expect detailed disclosures in order for an investor to understand the reasonableness of the assumptions underlying the projections as well as the inherent limitations of the projections. In this regard, please

Show Raw Text
CORRESP
1
filename1.htm

            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

            rdemartino@afslaw.com

    May 11, 2023

    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

            Celeste Murphy

    Re: NorthView Acquisition Corporation Registration

           Statement on Form S-4 Filed January 25, 2023

           File No. 333-269417

    To Whom It May Concern:

    The undersigned serves as counsel to NorthView Acquisition Corporation (“NorthView” or the “Company”). Contemporaneous with the submission of this correspondence, NorthView filed its Amendment No. 1 (the “Amendment”)
      to its Registration Statement on Form S-4 filed on January 25, 2023 (File No. 333-269417). Pursuant to the comments by the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the
      “Commission”), set forth in its letter dated February 21, 2023 (the “Comment Letter”), and addressed to Jack Stover, Chief Executive Officer of NorthView, the Amendment responds to the Staff’s comments included in the Comment Letter. For the
      convenience of the Staff, the comments included in the Comment Letter are posted below (in bold) and NorthView’s response follows each comment.

    Form S-4 Filed January 25, 2023 Cover Page

          1.

            Please revise the prospectus cover page to disclose the expected ownership percentages in the combined company of NorthView’s public stockholders, the Sponsor and its affiliates and Profusa stockholders. To the
              extent applicable, disclose the total expected ownership of the Sponsor following the transaction, inclusive of any investments the Sponsor plans to make through financing transactions, such as the PIPE investment.

    RESPONSE: We have amended the disclosure on the cover page to include the requested information.

              May 11, 2023

              Page 2

    Questions and Answers about the Business Combination, page xi

          2.

            Please revise to disclose all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure of the
              impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity
              analysis, including any needed assumptions.

    RESPONSE: We have amended the disclosures on pages xi and xiii to include the requested information.

          3.

            Please revise your disclosure in this section and elsewhere in the prospectus as appropriate to highlight the material risks to public warrant holders, including those arising from differences between private and
              public warrants. Clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants. Clearly explain the steps, if any, the company would take to notify all shareholders, including
              beneficial owners, regarding when the warrants become eligible for redemption.

    RESPONSE: We have amended the disclosures on pages xi and xiii to include the requested information.

    Q: What equity stake will current NorthView stockholders and current Profusa stockholders hold in the combined company...?, page xii

          4.

            Please disclose the Sponsor and its affiliates’ total potential ownership interest in the combined company, assuming exercise and conversion of all securities.

    RESPONSE: We have amended the disclosures on page xiii to include the requested information.

          5.

            Revise your disclosure to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption
              scenarios, including at least one interim redemption level.

    RESPONSE: The Company respectfully submits to the Staff that, subsequent to the filing of the initial Registration Statement, the Company experienced stockholder redemptions such that the impact of any interim
      redemption level does not appear to be material relative to the No Redemption and Maximum Redemption scenarios and presented in the amended disclosures. However, we have amended the disclosures on page xiii to include the requested information with
      the exception of the presentation of an interim redemption level.

          6.

            Please revise to disclose all possible sources and extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure of the
              impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity
              analysis, including any needed assumptions.

    RESPONSE: We have amended the disclosures on page xiii to include the requested information.

          7.

            Please clarify, if true, that the sponsor will receive additional securities pursuant to an anti-dilution adjustment based on the company’s additional financing activities. If applicable, please quantify the
              number and value of securities the sponsor will receive. In addition, disclose the ownership percentages in the company before and after the additional financing to highlight dilution to public stockholders.

    RESPONSE: We advise the Staff that Sponsor will not receive additional securities pursuant to an anti-dilution adjustment based on the company’s additional financing activities.

              May 11, 2023

              Page 3

    Q: Do I have redemption rights?, page xvii

          8.

            Clarify, if true, that holders of your public warrants and holders of warrants through your units cannot exercise redemption rights with respect to the warrants. Quantify the value of warrants, based on recent
              trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks.

    RESPONSE: We have amended the disclosures on page xix to include the requested information.

    Summary of the Proxy Statement/Prospectus, page 1

          9.

            Please revise to expand your descriptions of NorthView and Profusa in this section. Please discuss the types of products and services Profusa provides, how the company generates revenue, and when the company
              commenced work designing these products and obtained CE approval. Revise to include disclosure that Profusa’s products are currently categorized as Class III medical devices and clarify, if true, that Profusa’s Lumee Oxygen and Glucose
              products involve the permanent injection of a hydrogel sensor in subcutaneous tissue. Please also balance your disclosure in the Summary and throughout the prospectus to clarify that Profusa sells its oxygen sensor for research use only (RUO)
              applications in animal models and in vitro testing and that Lumee Glucose is currently an investigative device for research use only.

    RESPONSE: We have amended the disclosures on page 1 to include the requested information.

    Interests of Certain Persons in the Business Combination, page 4

          10.

            We note your disclosure that NorthView’s directors will not receive reimbursement for any out-of-pocket expenses incurred by them on incident to identifying, investigating and consummating a business combination.
              Please revise your disclosure to include the current value of loans extended, fees due, and out-pocket-expenses for which the Sponsor and its affiliates are awaiting reimbursement, including any working capital loans.

    RESPONSE: We have amended the disclosures on page 6 to include the requested information.

          11.

            We refer to your disclosure on page 5 that I-Bankers and Dawson James are entitled to receive a fee of $6,986,250 in connection with the business combination, which appears to suggest that underwriting fees
              remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.
              In this regard, we refer to your disclosure on page 167 that the underwriting fee is equal to 3.68% of the gross proceeds of the public offering.

    RESPONSE: We have amended the disclosures on pages 6 and 172 to include the requested information.

    Impact of the Business Combination and Convertible Securities on New Profusa’s Public Float, page 6

          12.

            We note that you plan to arrange to sell additional securities to raise funds to satisfy the minimum cash required to complete the business combination transaction after returning funds to redeeming stockholders
              under the maximum redemption scenario. Please clarify the current status of discussions and negotiations regarding the contemplated PIPE investment. Revise the disclosure to discuss the key terms of any convertible securities and to disclose
              the potential impact of those securities on non-redeeming shareholders, as applicable.  To the extent that negotiation and marketing processes for a PIPE are ongoing, please disclose material details of those processes, including who selected
              the potential PIPE investors, the relationships the PIPE investors have to NorthView, the Sponsor, Profusa and their affiliates, and the placement agent and how the terms of the PIPE transaction were determined, as applicable.

    RESPONSE: We have amended the disclosures on page 7 to include the requested information.

              May 11, 2023

              Page 4

          13.

            Please highlight material differences in the terms and price of securities issued at the time of the IPO as compared to private placements contemplated at the time of the business combination. Disclose if the
              SPAC’s sponsors, directors, officers or their affiliates will participate in the private placement.

    RESPONSE: We have amended the disclosures on page xv to include the requested information. The Company supplementally advises the staff that the terms of any private placement have not been agreed to as of the
      date hereof, and we further represent that such terms will be disclosed in a subsequent amendment to the prospectus/proxy statement.

    We depend upon third-party suppliers and outsource to other parties..., page 31

          14.

            We note your risk factor disclosure that you rely on single and/or sole sources for certain components and materials used in manufacturing your products. Please expand your disclosure to discuss your sources and
              availability of raw materials and the names of any principal suppliers. See Item 101(h)(4)(v) of Regulation S-K.

    RESPONSE: We have amended the disclosures on page 33 to include the requested information.

    Activities taken by existing NorthView’s stockholders to increase the likelihood of approval of the business..., page 63

          15.

            We note disclosure here that at any time prior to the special meeting, the Sponsor, NorthView’s officers and directors, advisors or any of their respective affiliates and/or their respective affiliates may
              purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into
              transactions with such investors and others to provide them with incentives to acquire shares of NorthView common stock. You further state that the purpose of the share purchases could be to vote in favor of the business combination. Please
              provide your analysis on how such purchases comply with Rule 14e-5.

    RESPONSE: We have amended the disclosures on pages 69 to address the Staff’s comment.

    The Background of the Business Combination, page 95

          16.

            We note your disclosure on page 97 that NorthView engaged in detailed due diligence and discussions with eight other potential targets and delivered letters of intent to two potential business combination
              targets, other than Profusa. Please expand your disclosure of these eight potential business combination targets the NorthView Board considered and discuss the NorthView Board’s reasons in reaching its conclusions not to pursue each of the
              potential business combination target.

    RESPONSE: We have amended the disclosures on pages 100 through 104 to include the requested information.

          17.

            Please identify the individuals and/or parties who participated in the meetings, discussions and negotiations described throughout this section. By way of example only, please identify the representatives of
              NorthView and Profusa and their advisors who participated in negotiations related to the merger agreement.

    RESPONSE: We have amended the disclosures on pages 100 through 104 to include the requested information.

              May 11, 2023

              Page 5

    Financial Projections, page 102

          18.

            We note that the only revenue recorded by Profusa during the two years ended December 31, 2021 and the nine months ended September 30, 2022 was in the form of government grant revenues. The projections provided
              assume that revenue will commence in Q4 of 2022 for Lumee Oxygen and Q2 of 2024 for Lumee Glucose. In this regard, please address the following:

          •

            Please disclose whether these projections still reflect management’s views on future performance. For example, if there has been a change in circumstances which has resulted in changes to when revenue will
              commence for either product;

          •

            Please disclose the basis for providing projections for a seven year period given the limited operations of Profusa; and

          •

            Please explain how management and the Board considered and relied upon the projections. Explain how they assessed their reasonableness, particularly in light of the limited operations of Profusa.

    RESPONSE: We respectfully acknowledge the Staff’s comment.  Profusa is currently in the process of preparing updated projections and will provide such updated projections, as well as modified disclosure in
      response to the Staff’s comment, in a subsequent amendment when the updated projections are available.

          19.

            The projections show significant increases in revenues from $5 million in 2023 to $73 million in 2024 well as further significant increases to $175 million in 2025 and $354 million in 2026. Given the limited
              operations of Profusa, we would expect detailed disclosures in order for an investor to understand the reasonableness of the assumptions underlying the projections as well as the inherent limitations of the projections. In this regard, please