Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 10, 2023, NorthView Acquisition Corp. (the “Company”) held a special 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 February 17, 2023, which was first mailed by the Company to its
stockholders on or about February 20, 2023.
As of February 6, 2023, the record date for the Meeting, there were 24,168,750 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 20,448,244 shares of the Common Stock, representing approximately 84.60% 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 Special Meeting are included below.
Each of the proposals described below was approved by the Company’s stockholders of record. In connection with the Extension, 18,000,868 shares of the
Company’s common stock were redeemed (the “Redemption”), with 6,167,882 shares of Common Stock remaining outstanding after the Redemption; 974,132 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.
Following the Redemption, approximately $10.0 million remains on deposit in our trust account.
If we are unable to complete an initial business combination on or before December 22, 2023 (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 completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
Set forth below are the final voting results for the proposals:
Proposal 1:
A proposal to approve the amendment of the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business
combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering, from March 22, 2023, monthly for up to nine additional months at the
election of the Company, ultimately until as late as December 22, 2023.
|
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
|
16,855,656
|
|
|
|
3,592,588
|
|
|
|
0
|
|
Proposal 2:
A proposal to approve the amendment to the Investment Management Trust Agreement, dated December 20, 2021, by and between the Company and Continental Stock Transfer &
Company, to authorize the extension subject to Proposal 1 above and its implementation by the Company.
|
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
|
16,855,656
|
|
|
|
3,592,588
|
|
|
|
0
|
|
Proposal 3:
For the approval the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there
are insufficient votes for, or otherwise in connection with, the approval of Proposals 1 and 2.
|
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
|
17,297,640
|
|
|
|
2,411,185
|
|
|
|
739,419
|
|
Following the Meeting, the Company filed an amendment to its amended and restated certificate of incorporation
with the State of Delaware, a copy of which is attached as Exhibit 3.1 to this Current Report.
