NorthView Acquisition Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously announced, on March 18, 2025, NorthView Acquisition Corporation (the “Company”) adjourned its Special Meeting of Stockholders (the “Meeting”). On March 21, 2025, the Company reconvened the Meeting, at which the Company’s stockholder of record voted on the proposals set forth below, each of which is described in detail in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2025, which was first mailed by the Company to its stockholders on or about September 12, 2024. The Company’s definitive proxy statement was supplemented with the additional solicitation material filed with the SEC on March 18, 2025.
As of February 21, 2025, the record date for the Meeting, there were 5,881,269shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company issued and outstanding and entitled to vote at the Meeting. A total of 5,661,515 shares of the Common Stock, representing approximately 92.2% of the issued and outstanding shares of the Common Stock, were present in person by virtual attendance or represented by proxy at the Meeting, constituting a quorum for the Meeting. The final voting results for each proposal submitted to the stockholders of record of the Company at the Meeting are included below.
Each of the proposals described below was approved by the Company’s stockholders of record. In connection with the proposals, 532,958 shares of the Company’s common stock were redeemed (the “Redemption”), with 5,348,311 shares of Common Stock remaining outstanding after the Redemption; 154,561 shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with our initial public offering (the “Public Shares”). The Company initiated the contribution of $30,000 to the Company’s trust account at Continental Stock and Transfer on or about March 21, 2025. Our public stockholders will continue to have the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount on deposit in the trust account as of two business days prior to the vote to approve the consummation of our initial business combination, including interest, divided by the number of then outstanding Public Shares, subject to the limitations described herein.
If we are unable to complete an initial business combination on or before June 22, 2025, (unless the stockholders approve a further amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
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Set forth below are the final voting results for the proposals:
Proposal 1:
A proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from March 22, 2025 until as late as June 22, 2025.
| For | Against | Abstentions | ||
| 5,661,016 | 499 | 0 |
Proposal 2:
A proposal to approve the amendment to the Investment Management Trust Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer & Company, to authorize the extension subject to Proposal 1 above and its implementation by the Company.
| For | Against | Abstentions | ||
| 5,661,016 | 499 | 0 |
Proposal 3:
A proposal to amend the Company’s amended and restated certificate of incorporation to eliminate the limitation that would prevent the Company from redeeming public shares that would cause the Company to have net tangible assets of less than $5,000,001.
| For | Against | Abstentions | ||
| 5,661,016 | 499 | 0 |
Proposal 4:
A proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the forgoing proposals.
| For | Against | Abstentions | ||
| 5,661,016 | 499 | 0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation of NorthView Acquisition Corporation, dated March 21, 2025 | |
| 10.1 | Form of Amendment to the Investment Management Trust Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORTHVIEW ACQUISITION CORP. | ||
| Date: March 25, 2025 | By: | /s/ Fred Knechtel |
| Name: | Fred Knechtel | |
| Title: | Chief Financial Officer | |
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