NorthView Acquisition Corporation's securities will be delisted from Nasdaq due to failure to complete a business combination.
Quiver AI Summary
NorthView Acquisition Corporation announced that it will be delisted from the Nasdaq Stock Market effective December 27, 2024, following a notice from Nasdaq after the company failed to complete its initial business combination by the December 20, 2024 deadline. As a result, trading of the company's Common Stock, Rights, and Warrants will be suspended, and a Form 25-NSE will be filed with the SEC. NorthView will not appeal this decision but plans to apply for a listing on the OTC market under the same ticker symbols after delisting. Importantly, the delisting does not impact the ongoing business combination with Profusa Inc., and the newly merged entity will seek to relist on Nasdaq upon closing. The company will continue to operate as a reporting entity under the Securities Exchange Act of 1934.
Potential Positives
- The Company intends to apply for the listing of its securities on the OTC market under the same ticker symbols after delisting from Nasdaq, which provides an alternative trading venue for its investors.
- The delisting from Nasdaq does not affect the Company’s previously announced business combination with Profusa Inc., indicating a continued path forward for the merger despite the market challenges.
- The merged entity plans to apply for listing on the Nasdaq Stock Market in connection with the closing of the business combination, showing a commitment to return to a major exchange post-merger.
- The Company will remain a reporting entity under the Securities Exchange Act of 1934, ensuring transparency and continued financial disclosure for stakeholders.
Potential Negatives
- The company failed to complete its initial business combination within the required timeframe, leading to mandatory delisting from Nasdaq.
- The delisting could significantly reduce liquidity and investor confidence, as the company's securities will move to the OTC market, which typically has less visibility and trading volume.
- The company has chosen not to appeal the delisting decision, indicating acceptance of the situation which may reflect negatively on management's performance and strategic planning.
FAQ
What does the Nasdaq delisting mean for NorthView Acquisition Corporation?
The delisting means NorthView's securities will no longer be traded on Nasdaq, effective December 27, 2024.
Will NorthView appeal the Nasdaq's delisting decision?
No, the Company has decided not to appeal Nasdaq's determination to delist its securities.
How will NorthView’s business combination with Profusa Inc. be affected?
The delisting does not impact the ongoing business combination with Profusa Inc.; both parties are still working to complete it.
What are NorthView's plans after the Nasdaq delisting?
The Company intends to apply for listing on the OTC market under the same ticker symbols after the Nasdaq delisting.
Is NorthView Acquisition Corporation still a reporting entity after delisting?
Yes, NorthView will continue as a reporting entity under the Securities Exchange Act of 1934, maintaining disclosure obligations.
Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.
Full Release
New York, NY, Dec. 26, 2024 (GLOBE NEWSWIRE) -- NorthView Acquisition Corporation (Nasdaq: NVAC) (the “Company”) announced that it has received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that (i) the Staff has determined that the Company’s securities will be delisted from The Nasdaq Stock Market; (ii) trading of the Company’s Common Stock, Rights, and Warrants will be suspended at the opening of business on December 27, 2024; and (iii) a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing on The Nasdaq Stock Market. Pursuant to Nasdaq Listing Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company failed to complete its initial business combination by December 20, 2024, the Company did not comply with IM-5101-2, and its securities are now subject to delisting.
The Company will not appeal Nasdaq’s determination to delist the Company’s securities and accordingly, the Company’s securities will be suspended from trading on Nasdaq at the opening of business on December 27, 2024. The Company intends to apply for the listing of its securities on the OTC market under the same ticker symbols after they are delisted from Nasdaq. The delisting from Nasdaq does not affect the Company’s previously announced business combination with Profusa Inc., as both parties continue to work to effectuate the closing of the business combination. The merged entity will apply for listing of its securities on the Nasdaq Stock Market in connection with the closing of the business combination.
The Company will remain a reporting entity under the Securities Exchange Act of 1934, as amended, with respect to continued disclosure of financial and operational information.
About NorthView Acquisition Corporation
NorthView Acquisition Corporation is a blank check company incorporated in Delaware for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Forward Looking Statements
This press release contains statements that constitute “forward-looking statements”. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov . The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contacts:
Fred Knechtel
[email protected]
(631) 987-8921
