NVACW — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-19

• On September 11, 2025, Nasdaq notified us that we were not in compliance with the Minimum Bid Price Requirement and the MVLS Requirement and provided us with an initial 180-day compliance period, or until March 10, 2026, to regain compliance. On October 27, 2025, Nasdaq further notified us that our …

• On March 11, 2026, Nasdaq notified us that we had not regained compliance with the Minimum Bid Price Requirement or the MVLS Requirement by the March 10, 2026 deadline and that our securities were therefore subject to delisting from The Nasdaq Global Market on those bases. We appealed that determina…

• On May 6, 2026, Nasdaq notified us that the Nasdaq Hearings Panel had granted our request for continued listing on Nasdaq subject to certain conditions. As a condition to the exception, we were required to file an application to transfer our listing to The Nasdaq Capital Market by May 11, 2026, obta…

• We legally issued shares of our common stock and Series A Non-Voting Convertible Preferred Stock pursuant to the Option Agreement described in Note 13 on July 31, 2026, and there are no remaining conditions that would affect the recognition of the issued equity. Therefore, we believe that as of July…

• There can be no assurance that we will timely satisfy the remaining conditions or otherwise maintain compliance with Nasdaq’s continued listing standards. If we do not timely regain compliance with the applicable Nasdaq listing requirements, Nasdaq may commence delisting proceedings, suspend trading…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• As previously disclosed, on September 11, 2025, we received written notice from the staff at Nasdaq (the “Staff”) stating that we were not in compliance with the Minimum Bid Price Requirement and the MVLS Requirement. The Staff provided us an initial compliance period of 180 calendar days, or until …

• On February 9, 2026, we effected a 1-for-75 reverse stock split of our common stock (the “Reverse Stock Split”). The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All share and per share information has been retroactively adj…

• Also as previously disclosed, on October 27, 2025, we received a letter from the Staff notifying us that, for the previous 30 consecutive business days, the market value of our publicly held shares was below the Market Value Requirement. The Staff provided us with an initial period of 180 calendar d…

• On March 11, 2026, we were notified by Nasdaq of our continued non-compliance with both the Minimum Bid Price Requirement and the MVLS Requirement by the March 10, 2026 deadline, and that our securities were therefore subject to delisting from The Nasdaq Global Market on both grounds. We appealed th…

• On April 28, 2026, Nasdaq notified us that we had not regained compliance with Nasdaq Listing Rule 5450(b)(1)(C), which requires us to maintain a minimum market value of publicly held shares of $15.0 million for continued listing on The Nasdaq Global Market (the “MVPHS Requirement”), by the applicab…

Text added vs the prior filing · source: 10-Q · 2026-08-19

• Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and for…

• Our management evaluated, with the participation of our principal executive officer and principal financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of June 30, 2026, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluat…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and for…

Text added vs the prior filing · source: 10-Q · 2026-08-19

• Risks Related to Our Proposed Acquisitions and Strategic Transactions

• Our proposed acquisition of G3 Vision Labs Inc. and its subsidiaries is subject to numerous conditions and may not be completed on the terms currently contemplated, or at all.

• On July 31, 2026, we entered into an option agreement with certain stockholders of G3 Vision Labs Inc. (“G3”) pursuant to which we obtained the right, but not the obligation, to acquire 100% of the outstanding equity securities of G3. G3 owns all or substantially all of the equity securities of Med …

• We may be unable to successfully integrate G3 and its subsidiaries or realize the anticipated benefits of the acquisition.

• If we complete the acquisition of G3, we will face significant challenges integrating G3’s operations, technologies, and personnel with our existing business. The success of the acquisition will depend, in part, on our ability to realize the anticipated benefits and synergies from combining the busi…

Text added vs the prior filing · source: 10-Q · 2026-08-19

• As previously disclosed on April 29, 2026, on April 24, 2026, the Company entered into that certain Note Modification and Conversion Agreement (the “Agreement”) with NorthView Sponsor I LLC (the “Holder”), to amend that certain Promissory Note dated as of April 27, 2023, as amended and restated on J…

• On July 31, 2026, the Company entered into Amendment No. 2 to the Note Modification and Conversion Agreement (the “Second Amendment”) with the Holder, to further amend the Agreement. Pursuant to the Second Amendment, the Agreement was amended to (i) reflect the receipt of Stockholder Approval at a S…

• On August 12, 2026, the Company entered into Amendment No. 3 to Note Modification and Conversion Agreement (the “Third Amendment”) with the Holder. Pursuant to the Third Amendment the Agreement was amended to change the conversion price to the greater of (a) $4.28, and (b) the closing price of the C…

• The foregoing descriptions of the Second Amendment and Third Amendment are summary in nature and are qualified in their entirety by reference to the full text of the Second Amendment and Third Amendment, respectively, copies of which are filed as Exhibits 10.11 and 10.12 hereto, respectively and are…

• 2.1 Asset Purchase Agreement, dated as of April 21, 2026, by and between Profusa Inc. and Bio Insights LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on April 27, 2026).