NorthView Acquisition Corp. Sets Shareholder Vote for AONIA Merger

TL;DR

NVAC shareholders vote April 22 on AONIA merger; board changes also disclosed.

AI Summary

NorthView Acquisition Corp. announced on March 21, 2024, that it will hold a special meeting of its stockholders on April 22, 2024, to vote on a proposed business combination with AONIA, Inc. The company also disclosed changes in its board of directors and executive compensation arrangements.

Why It Matters

This filing indicates a significant step towards a potential merger, which could substantially alter NorthView's business operations and financial structure.

Risk Assessment

Risk Level: medium — The outcome of the shareholder vote and the success of the proposed business combination with AONIA are subject to significant uncertainty.

Key Players & Entities

• NorthView Acquisition Corp. (company) — Filer of the 8-K
• AONIA, Inc. (company) — Target company for business combination
• April 22, 2024 (date) — Date of special meeting of stockholders
• March 21, 2024 (date) — Date of the filing and announcement

FAQ

Key Financial Figures

• $0.0001 — red Shares of common stock, par value $0.0001 per share NVAC The NASDAQ Stock Mar
• $11.50 — of common stock at an exercise price of $11.50 per whole share NVACW The NASDAQ St
• $0.05 — e Company and only upon contribution of $0.05 per month per outstanding public share,
• $100,000 — be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses

Filing Documents

• ea0202396-8k_northview.htm (8-K) — 48KB
• ea020239601ex3-1_north.htm (EX-3.1) — 15KB
• ea020239601ex10-1_north.htm (EX-10.1) — 20KB
• 0001213900-24-025755.txt ( ) — 320KB
• nvac-20240321.xsd (EX-101.SCH) — 4KB
• nvac-20240321_def.xml (EX-101.DEF) — 27KB
• nvac-20240321_lab.xml (EX-101.LAB) — 37KB
• nvac-20240321_pre.xml (EX-101.PRE) — 25KB
• ea0202396-8k_northview_htm.xml (XML) — 7KB

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02 to the extent required herein.

03. Amendments to Articles of

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. 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.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On March 21, 2024, NorthView Acquisition Corporation (the "Company") held its 2024 Annual Meeting of Stockholders (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 11, 2024, which was first mailed by the Company to its stockholders on or about March 11, 2024. As of February 29, 2024, the record date for the Meeting, there were 6,027,219 shares 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 5,643,890 shares of the Common Stock, representing approximately 93.64% 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. Set forth below are the final voting results for the proposals: Proposal 1: Election of Directors: To elect the following five (5) director nominees to the Board of Directors to serve for a one-year term ending at the 2025 Annual Meeting of Stockholders or until their successor is duly elected and qualified: Election of Directors For Against Abstentions Broker Non-Vote Jack Stover 5,643,890 0 0 0 Fred Knechtel 5,643,890 0 0 0 Peter O'Rourke 5,643,890 0 0 0 Lauren Chung 5,643,890 0 0 0 Ed Johnson 5,643,890 0 0 0 Proposal 2: To ratify the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. For Against Abstentions Broker Non-Votes 5,643,890 0 0 0 Proposal 3: A proposal to approve the amendment of the Company's amended

01. Other Events

Item 8.01. Other Events. Each of the proposals described above was approved by the Company's stockholders of record. In connection with the Proposal 3, 95,394 shares of the Company's common stock were redeemed (the "Redemption"), with 5,931,825 shares of Common Stock remaining outstanding after the Redemption; 738,075 shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with our initial public offering (the "Public Shares"). 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 (which interest shall be net of taxes payable) 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 April 22, 2024, as extended monthly for up to at the election of the Company and only upon contribution of $0.05 per month per outstanding public share, ultimately until as late as September 22, 2024 (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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will

01. Financial Statements and Exhibits

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, 2024 10.1 Form of Amendment to the Investment Management Trust Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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 26, 2024 By: /s/ Fred Knechtel Name: Fred Knechtel Title: Chief Financial Officer 3

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