Profusa, Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock, rights, and warrants are traded on the NASDAQ under the symbols “NVAC,” “NVACR,” and “NVACW” respectively. Our units commenced public trading on December 20, 2021. Our shares of common stock, rights, and warrants began separate trading on January 21, 2022, and our units ceased trading on such separation date. Holders As of February 21, 2024, there were four holders of record for our shares common stock, one holder of record of our rights, and fiveholders of record of our warrants. Dividends We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offering On December 22, 2021, we consummated our initial public offering (“IPO”) of 18,975,000 units, including the issuance of 2,475,000 units as a result of the underwriters’ exercise of their over-allotment option in full. The units were sold at a price of $10.00 per unit, generating gross proceeds of $189,750,000. Simultaneously with the closing of the IPO, pursuant to certain subscription agreements, we completed a private sale of an aggregate of 7,347,500 private placement warrants to our sponsor, I-Bankers, and Dawson James at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $7,347,500. The private placement warrants are identical to the public warrants sold in the IPO except that the private placement warrants: (i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the private placement warrants are held by holders other than the initial purchasers or any of their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the public warrants included in the units sold in the IPO. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the private placement warrant was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. I-Bankers and Dawson James were representatives of the several underwriters. The securities sold in the IPO were registered under the Securities Act on registration statements on Form S-1 (Nos. 333-257156 and 333-261763). The SEC declared the registration statement effective on December 20, 2021. We paid a total of $3,450,000 in underwriting discounts and commissions and $609,623 for other costs and expenses related to the IPO. I-Bankers and Dawson James, representatives of the several underwriters in the IPO, received a portion of the underwriting discounts and commissions related to the IPO. We also repaid the promissory note to the Sponsor from the proceeds of the IPO. After deducting the underwriting discounts and commissions and incurred offering costs, the total net proceeds from our IPO and the sale of the private placement warrants was $193,647,500, of which $191,647,500 (or $10.10 per unit sold in the IPO) was placed in the trust account. Other than as described above, no payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates. Purchases of Equity Securities by the Issuer and Affiliated Purchasers On December 21, 2023, we held the Second Extension Meeting, at which our shareholders approved, among others, a proposal to extend the date we would be required to consummate a business combination from December 22, 2023 to March 22, 2024. In connection with the Second Extension Meeting, public stockholders holding an aggregate of 140,663 Public Shares exercised their right to redeem such shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering, calculated as of two business days prior to the consummation of the business combination . Following the redemption, there were 6,027,219 shares of common stock issued and outstanding. 37 The following table contains monthly information about the repurchases of our equity securities for the three months ended December 31, 2023: (a) Total number of shares (or units) purchased (b) Average price paid per share (or unit) (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs October 1 - October 31, 2023 - - - - November 1 - November 30, 2023 - - - - December 1 - December 31, 2023 140,663 $ 11.13 - - ITEM 6. [RESERVED]