Profusa, Inc. executed a letter of intent to acquire NorthView Acquisition Corporation (NasdaqGM:NVAC) from NorthView Sponsor I, LLC and others in a reverse merger transaction on June 10, 2022. Profusa, Inc. entered into a definitive business combination agreement to acquire NorthView Acquisition Corporation from NorthView Sponsor I, LLC and others in a reverse merger transaction for approximately $190 million on November 7, 2022. The aggregate consideration to be received by the Profusa stockholders is $155,000,000, divided by an assumed value of NorthView Common Stock of $10.00 per share. 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. Subject to certain future revenue and stock-price based milestones, 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”). Upon the closing of the transaction, it is anticipated that NorthView's public stockholders would retain an ownership interest of approximately 21.6% in the Combined Company, the sponsors, officers, directors and other holders of NorthView founder shares will retain an ownership interest of approximately 19.7% of the Combined Company, and the Profusa stockholders will own approximately 58.7% of the Combined Company. The transaction will result in Profusa becoming a publicly listed company. Upon closing of the transaction, NorthView will be renamed “Profusa Inc.”

The transaction will require the approval of the stockholders of Profusa and NorthView, the expiration or termination of the applicable waiting period under the HSR Act, NorthView's Form S-4 registration statement becoming effective, delivery of certain ancillary agreements required to be executed and delivered in connection with the Business Combination, the shares of NorthView Common Stock issuable in connection with the Business Combination being listed on the Nasdaq Stock Market, NorthView having cash on hand of at least $15 million and $5,000,001 of net tangible assets and is subject to other customary closing conditions including the receipt of certain regulatory approvals. The board of directors of each of NorthView and Profusa has approved the transaction. The transaction is expected to close in the first quarter of 2023.

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. Ralph V. De Martino of ArentFox Schiff LLP acted as legal advisor to NorthView and Mehdi Khodadad and Matthew Stoker of Sidley Austin LLP acted as legal advisor to Profusa. Marshall & Stevens Incorporated acted as fairness opinion provider to NVAC. ArentFox Schiff LLP and Marshall & Stevens Incorporated acted as due diligence provider to NVAC. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to NVAC. I-Bankers and Dawson James are entitled to receive a fee from NorthView in connection with the Business Combination in an amount equal to an aggregate of $6,986,250, of which $1,921,219 would be payable in cash and $5,065,031 would be payable in NorthView Common Stock. This fee is payable only in the event that the Business Combination closes.