UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
November 7, 2022
NORTHVIEW ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
delaware |
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001-41177 |
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86-3437271 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(Commission File No.) |
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(I.R.S. Employer
Identification No.) |
207
WEST 25TH ST., 9TH FLOOR
NEW YORK, NY 10001
(Address of principal executive offices and zip
code)
(212) 494-9022
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed from
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☒ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-14(c)). |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
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Trading Symbol (s) |
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Name of each exchange on which registered |
Shares of common stock, par value $0.0001 per share |
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NVAC |
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The NASDAQ Stock Market LLC |
Rights, each entitling the holder to receive one-tenth of one share of common stock |
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NVACR |
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The NASDAQ Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share |
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NVACW |
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The NASDAQ Stock Market LLC |
Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
November 7, 2022, NorthView Acquisition Corp., a Delaware corporation (“NorthView”), entered into a Merger Agreement and Plan
of Reorganization (the “Merger Agreement”), by and among NorthView, NV Profusa Merger Sub Inc., a Delaware corporation and
a direct, wholly-owned subsidiary of NorthView (“Merger Sub”), and Profusa, Inc., a California corporation (“Profusa”).
The
Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of NorthView, Merger Sub,
and Profusa.
The Business Combination
The
Merger Agreement provides that, among other things, at the closing (the “Closing”) of the transactions contemplated by the
Merger Agreement, Merger Sub will merge with and into Profusa (the “Merger”), with Profusa surviving as a wholly-owned subsidiary
of NorthView. In connection with the Merger, NorthView will change its name to “Profusa, Inc.” The Merger and the other transactions
contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.”
The
Business Combination is expected to close in the first quarter of 2023, subject to customary closing conditions, including the satisfaction
of the minimum available cash condition, the receipt of certain governmental approvals and the required approval by the stockholders of
NorthView and Profusa.
Business Combination
Consideration
The
aggregate consideration to be received by the Profusa stockholders is based on a pre-transaction equity value of $155,000,000. In accordance
with the terms and subject to the conditions of the Merger Agreement, immediately prior to the effective time, each share of issued and
outstanding Profusa preferred stock, par value $0.01, shall be converted into a number of shares of Profusa common stock, par value $0.01
(“Profusa Common Stock”). At the effective time of the Merger, (i) each share of issued and outstanding Profusa Common Stock
shall be converted into a number of shares of NorthView common stock, par value $0.0001 (“NorthView Common Stock”), based
on the Exchange Ratio described below, (ii) each option to purchase Profusa Common Stock shall be converted into an option to purchase
NorthView Common Stock at the Exchange Ratio, and (iii) each warrant to purchase Profusa Common Stock shall be converted into a warrant
to purchase NorthView Common Stock at the Warrant Ratio (defined the Merger Agreement). The Exchange Ratio will be equal to (a) $155,000,000,
divided by an assumed value of NorthView Common Stock of $10.00 per share.
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”). One-quarter of the Earnout Shares will be issued if, between the 18-month anniversary and the
two year anniversary of the Closing, the combined company’s common stock achieves a daily volume weighted average market price of
at least $12.50 per share for any 20 trading days within a 30 consecutive trading day period (“Milestone Event I”). One-quarter
of the Earnout Shares will be issued if, between the first and second anniversary of the Closing, the combined company’s common
stock achieves a daily volume weighted average market price of at least $14.50 per share for a similar number of days (“Milestone
Event II”). One-quarter of the Earnout Shares will be issued if the combined company achieves at least $5,100,000 in revenue or
$73,100,000 in revenue in fiscal years 2023 or 2024, respectively (or up to one-half of the Earnout Shares if both milestones are achieved).
The 30 consecutive trading day periods used to satisfy Milestone Event I and Milestone Event II may not overlap; if both Milestone Event
I and Milestone Event II would be satisfied using the same 30 consecutive trading day period, Milestone Event II will be deemed satisfied.
Additionally, if Milestone Event I or Milestone
Event II are achieved by the second anniversary of the Closing, NorthView’s sponsor, NorthView Sponsor I, LLC (the “Sponsor”),
and Profusa stockholders, will be issued additional shares up to the amount of any shares forgone as an inducement to obtaining Additional
Financings (as defined in the Merger Agreement).
Governance
The
parties have agreed to take actions such that, effective immediately after the Closing of the Business Combination, NorthView’s
board of directors shall consist of five to seven directors, consisting of one NorthView designee, three Profusa designees and the chief
executive officer of the combined company, and up to two additional directors to be mutually agreed upon by the parties. Additionally,
certain current Profusa management personnel will become officers of NorthView.
Representations
and Warranties; Covenants
The
Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions
of this type, including, among others, covenants providing for (i) certain limitations on the operation of the parties’ respective
businesses prior to consummation of the Business Combination, (ii) the parties’ efforts to satisfy conditions to consummation of
the Business Combination, including by obtaining necessary approvals from governmental agencies (including U.S. federal antitrust authorities
and under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”)), and (iii) NorthView preparing
and filing a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) and taking certain
other actions to obtain the requisite approval of NorthView’s stockholders to vote in favor of certain matters, including the adoption
of the Merger Agreement and approval of the Business Combination, at a special meeting to be called for the approval of such matters.
In
addition, NorthView has agreed to adopt an equity incentive plan, as described in the Merger Agreement.
Conditions to Each
Party’s Obligations
The
obligations of NorthView and Profusa to consummate the Business Combination are subject to certain closing conditions, including, but
not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) the approval of NorthView’s
stockholders, (iii) the approval of Profusa’s stockholders, and (iv) NorthView’s Form S-4 registration statement becoming
effective.
In
addition, the obligations of NorthView and Merger Sub to consummate the Business Combination are also subject to the fulfillment (or waiver)
of other closing conditions, including, but not limited to, (i) the representations and warranties of Profusa being true and correct
to the standards applicable to such representations and warranties and each of the covenants of Profusa having been performed or complied
with in all material respects, (ii) delivery of certain ancillary agreements required to be executed and delivered in connection with
the Business Combination; and (iii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred.
The
obligation of Profusa to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions,
including, but not limited to, (i) the representations and warranties of NorthView and Merger Sub being true and correct to the standards
applicable to such representations and warranties and each of the covenants of NorthView and Merger Sub having been performed or complied
with in all material respects, (ii) the shares of NorthView Common Stock issuable in connection with the Business Combination being listed
on the Nasdaq Stock Market, and (iii) NorthView having cash on hand (inclusive of proceeds from certain permitted financings) of at least
$15,000,000 (after deducting any amounts paid to NorthView stockholders that exercise their redemption rights in connection with the Business
Combination and net of certain transaction expenses incurred or subject to reimbursement by the Sponsor). If NorthView’s cash on
hand is less than $15,000,000, (a) after the NorthView stockholder meeting to approve the Business Combination, NorthView may sell additional
shares of NorthView Common Stock to investors, and (b) after the deadline for NorthView stockholders to elect to redeem their NorthView
Common Stock in connection with the Business Combination, NorthView may, with the consent of Profusa, enter into agreements incentivizing
redeeming stockholders to unwind their election to redeem. The Sponsor has agreed to forfeit up to 1,040,000 of its shares of NorthView
Common Stock to allow NorthView to offer shares in connection with any such incentive agreements.
Termination
The
Merger Agreement may be terminated under certain customary and limited circumstances prior to the Closing of the Business Combination,
including, but not limited to, (i) by mutual written consent of NorthView and Profusa, (ii) by NorthView, on the one hand, or Profusa,
on the other hand, if there is any breach of the representations, warranties, covenant or agreement of the other party as set forth in
the Merger Agreement, in each case, such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations
or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified
time periods, (iii) by either NorthView or Profusa if the Business Combination is not consummated by September 21, 2023, provided the
failure to close by such date is not due to a breach by the terminating party, (iv) by either NorthView or Profusa if a meeting of NorthView’s
stockholders is held to vote on proposals relating to the Business Combination and the stockholders do not approve the proposals, and
(v) by NorthView if the Profusa stockholders do not approve the Merger Agreement.
A copy of the Merger Agreement is filed with this
Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Merger Agreement
is qualified in its entirety by reference thereto. The Merger Agreement contains representations, warranties and covenants that the respective
parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations,
warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications
and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants
in the Merger Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which
are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose
of allocating risk among the parties rather than establishing matters as facts. NorthView does not believe that these schedules contain
information that is material to an investment decision.
Profusa Support Agreement
In accordance with the Merger
Agreement, within twenty-hours following the execution of the Merger Agreement, certain stockholders of Profusa representing the requisite
votes necessary to approve the Merger Agreement are expected to enter into support agreements (the “Stockholder Support Agreement”)
with NorthView and Profusa, pursuant to which each such holder will agree to (i) vote all of its Profusa shares held of record in favor
of the approving and adopting the Merger Agreement at any meeting of the stockholders of Profusa, (ii) be bound by certain other covenants
and agreements related to the Business Combination, and (iv) be bound by certain transfer restrictions with respect to such securities,
in each case, on the terms and subject to the conditions set forth in the form of Stockholder Support Agreement.
Additionally, in connection
with the Stockholder Support Agreement, those certain Profusa stockholders receving shares of NorthView Common Stock in connection with
the Business Combination have agreed to be prohibited from selling or transferring their shares of NorthView Common Stock for a certain
periods following the Closing (the “Lock-Up”). The applicable Lock-Up periods are (i) six months for 25% of the Lock-Up Shares
(as defined in the Stockholder Support Agreement), (ii) nine months for 25% of the Lock-Up Shares, and (iii) one year for 50% of the Lock-Up
shares.
The
foregoing description of the Stockholder Support Agreement is subject to and qualified in its entirety by reference to the full text of
the form of Stockholder Support Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated
herein by reference.
NorthView Sponsor Support Agreement
Concurrently
with the execution of the Merger Agreement, NorthView, Profusa, and the Sponsor entered into a Sponsor Support Agreement (the “Sponsor
Support Agreement”) pursuant to which the Sponsor agreed to, among other things, (i) vote at any meeting of the stockholders of
NorthView all of its shares of NorthView Common Stock held of record or thereafter acquired in favor of the proposals relating to the
Business Combination, (ii) not redeem any of its shares of NorthView Common Stock in connection with the Business Combination, (iii) be
bound by certain other covenants and agreements related to the Business Combination, and (iv) be bound by certain transfer restrictions
with respect to such securities, prior to the Closing of the Business Combination, in each case, on the terms and subject to the conditions
set forth in the Sponsor Support Agreement.
The foregoing description of the Sponsor Support
Agreement is subject to and qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which
is included as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.
Sponsor Lock-Up
Following the execution of
the Merger Agreement, the Sponsor will enter into a lock-up agreement (the “Lock-Up Agreement”) with NorthView, Sponsor will
be subject to the Lock-Up terms (the “Sponsor Lock-Up”).
The
foregoing description of the Sponsor Lock-Up is subject to and qualified in its entirety by reference to the full text of the form of
Stockholder Support Agreement, a copy of which is included as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference.
Registration Rights Agreements
Following the execution of
the Merger Agreement, NorthView, the Sponsor, I-Bankers Securities Inc., Dawson James Securities, Inc. (who, together with I-Bankers,
acted as underwriters in NorthView’s initial public offering), certain holders of shares of Profusa, and certain holders of Convertible
Company Notes (as defined in the Merger Agreement) receiving shares of NorthView Common Stock in connection with the Business Combination
will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), which will amend
the terms of the Registration Rights Agreement entered into by NorthView and the Sponsor on December 20, 2021 and pursuant to which NorthView
will be obligated to file a registration statement to register the resale of certain securities of NorthView held by such holders. The
Registration Rights Agreement also provides such holders with “piggy-back” registration rights, subject to certain requirements
and customary conditions.
The
foregoing description of the Registration Rights Agreement is subject to and qualified in its entirety by reference to the full text of
the form of the form Registration Rights Agreement, a copy of which is attached hereto as Exhibits 10.4, and the terms of which are incorporated
herein by reference.
Amendment to Business
Combination Marketing Agreement and Engagement Letter
NorthView
previously engaged I-Bankers as an advisor to assist in holding meetings to discuss the potential business combination and the target
business’ attributes, introduce NorthView to potential investors that are interested providing funding in connection with a Business
Combination, assist NorthView in obtaining stockholder approval for such business combination and assist NorthView with its press releases
and public filings in connection with such business combination (the “Business Combination Marketing Agreement”). In connection
with such engagement, NorthView agreed to pay IBS a cash fee (the “Business Combination Fee”) for such services upon the consummation
of a business combination in an amount equal to 3.5% of the gross proceeds of its initial public offering (exclusive of any applicable
finders’ fees which might become payable). NorthView had also previously entered into an engagement letter (the “Engagement
Letter”) contemplating the Business Combination Fee.
In
connection with the Business Combination, NorthView and I-Bankers amended the Business Combination Marketing Agreement and the Engagement
Letter to revise a portion of the Business Combination Fee to be payable in NorthView securities rather than cash, with such securities
to be subject to similar lock-up provisions as described above.
A
copy of the Omnibus Amendment to I-Bankers Fee Agreements is filed with this Current Report on Form 8-K as Exhibit 10.5 and is incorporated
herein by reference, and the foregoing description of such agreement is qualified in its entirety by reference thereto.
Item 7.01. Regulation
FD Disclosure.
On
November 7, 2022, NorthView and Profusa issued a joint press release announcing their entry into the Merger Agreement. The press release
is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Furnished
as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that NorthView and Profusa have
prepared for use in connection with the announcement of the Business Combination.
The
foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 of Form 8-K and will not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to
the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange
Act.
Additional Information
and Where to Find It
This
Current Report relates to a proposed business combination transaction among NorthView and Profusa pursuant to which Profusa would become
a wholly-owned subsidiary of NorthView, and NorthView would be renamed Profusa, Inc. In connection with the proposed transaction, NorthView
intends to file with the SEC a registration statement/proxy statement on Form S-4 that will that also will constitute a prospectus of
NorthView with respect to the NorthView Common Stock to be issued in the proposed transaction (the “proxy statement/prospectus”).
The definitive proxy statement/prospectus (if and when available) will be delivered to NorthView’s stockholders. NorthView may also
file other relevant documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS
AND SECURITY HOLDERS OF BREEZE ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
THAT ARE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors
and security holders may obtain free copies of the proxy statement/prospectus (if and when available) and other documents that are filed
or will be filed with the SEC by NorthView through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with
the SEC by NorthView will be available free of charge at NorthView Acquisition Corp., 207 West 25th St, 9th Floor, New York, NY 10001,
attention: Fred Knechtel.
Participants in the Solicitation
NorthView
and its directors and executive officers are participants in the solicitation of proxies from the stockholders of NorthView in respect
of the proposed transaction. Information about NorthView’s directors and executive officers and their ownership of NorthView Common
Stock is set forth in NorthView’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 18,
2022. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the
SEC in respect of the proposed transaction when they become available. You may obtain free copies of these documents as described in the
preceding paragraph.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements,
including, among other things, statements regarding the anticipated benefits of the proposed transaction, the combined company becoming
a publicly listed company, the anticipated impact of the proposed transaction on the combined companies’ business and future financial
and operating results, the anticipated timing of closing of the proposed transaction, the success and customer acceptance of Profusa’s
product and service offerings, and other aspects of Profusa’s operations or operating results. Words such as “may,”
“should,” “will,” “believe,” “expect,” “anticipate,” “target,”
“project,” and similar phrases that denote future expectations or intent regarding the combined company’s financial
results, operations, and other matters are intended to identify forward-looking statements. You should not rely upon forward-looking statements
as predictions of future events. Any statements that refer to expectations, projections or other characterizations of future events or
circumstances, including projections of market opportunity and market share, the capability of Profusa’s business plans including its
plans to expand, the sources and uses of cash from the proposed transaction, the anticipated enterprise value of the combined company
following the consummation of the proposed transaction, any benefits of Profusa’s partnerships, strategies or plans as they relate
to the proposed transaction, anticipated benefits of the proposed transaction and expectations related to the terms and timing of the
proposed transaction are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause
actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking
statements. Although each of NorthView and Profusa believes that it has a reasonable basis for each forward-looking statement contained
in this communication, each of NorthView and Profusa caution you that these statements are based on a combination of facts and factors
currently known and projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described
in the proxy statement/prospectus on Form S-4 relating to the proposed transaction, which is expected to be filed by NorthView with the
SEC and other documents filed by NorthView or Profusa from time to time with the SEC. These filings may identify and address other important
risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Neither NorthView nor Profusa can assure you that the forward-looking statements in this communication will prove to be accurate. These
forward-looking statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the business
combination due to the failure to obtain approval from NorthView’s stockholders or satisfy other closing conditions in the business combination
agreement, the occurrence of any event that could give rise to the termination of the business combination agreement, the ability to recognize
the anticipated benefits of the business combination, the amount of redemption requests made by NorthView’s public stockholders, costs
related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations
as a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or regulatory
proceedings and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the final
prospectus for NorthView’s initial public offering filed with the SEC on December 22, 2021 and in its subsequent annual and quarterly
reports on Forms 10-K and 10-Q, respectively, and other filings with the SEC. There may be additional risks that neither NorthView nor
Profusa presently know or that NorthView and Profusa currently believe are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty by NorthView, Profusa, their respective directors, officers or employees
or any other person that NorthView and Profusa will achieve their objectives and plans in any specified time frame, or at all. The forward-looking
statements in this current report represent the views of NorthView and Profusa as of the date of this filing. Subsequent events and developments
may cause those views to change. However, while NorthView and Profusa may update these forward-looking statements in the future, there
is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking
statements as representing the views of NorthView or Profusa as of any date subsequent to the date of this communication.
No Offer or Solicitation
This
Current Report is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or to buy any securities
or a solicitation of any vote or approval and is not a substitute for the proxy statement/prospectus or any other document that NorthView
may file with the SEC or send to NorthView’s or Profusa’s stockholders in connection with the proposed transaction. No offer
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| † | Certain of the exhibits and schedules to this exhibit have
been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted
exhibits and schedules to the SEC upon its request. |
SIGNATURE
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NORTHVIEW
ACQUISITION CORP. |
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Dated:
November 10, 2022 |
By: |
/s/
Jack Stover |
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Name: |
Jack Stover |
|
Title: |
Chief
Executive Officer |
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NorthView Acquisition (NASDAQ:NVACU)
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NorthView Acquisition (NASDAQ:NVACU)
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