NorthView Acquisition Corp. (NASDAQ:NVAC) has entered into a definitive agreement to combine with digital health company Profusa at a pro forma equity valuation of $416 million.

Emeryville, California-based Profusa has developed a wearable medical device that can track oxygen and glucose levels with the potential to monitor a wider range of ailments.

Transaction Overview

NorthView has about $139 million in its current trust, but has not yet supplemented this with a PIPE.

Assuming no redemptions by NorthView’s public stockholders and no additional shares of common stock are issued upon the closing of the transaction, NorthView’s public stockholders are expected to own 50.2% in the combined company. The sponsors, officers, directors and other holders of NorthView promote shares are to hold a 12.5% stake and the Profusa stockholders will own approximately 37.3% of the combined company.

The parties have not yet released their merger documents or an investor presentation, but NorthView’s profile page will be updated once additional details are made available.

Profusa’s Chairman and CEO, Ben Hwang, PhD and the current management team will continue to lead the combined company.

Quick Takes: The parties have released scant details on this deal and the target thus far and Profusa has in fact not issued a press release since March 2020 as far as we can tell.

At the time, Profusa was engaged in a study in the UK investigating whether its wearable medical sensor, the Lumee, could be used to assist in the early detection of flu outbreaks. The Lumee is designed to remotely track oxygen levels in patients and allows them to track blood sugar and other body chemical signs.

The Lumee is capable of monitoring compromised tissue as well like chronic wounds or areas of the body affected by artery disease. It functions as a wearable patch that monitors each body with small injected sensors below it. These can last for several months per application.

The global market for continual blood sugar monitoring is expected to grow to from about $6 billion in 2021 to $16.3 billion by 2030 at a CAGR of 17.3% due to increases in the incidence of diabetes, according to a study cited by Profusa. But, that still somewhat narrow market has a high amount of competition among medical device manufacturers that have been working on better ways of pricking fingers for decades.

As such, Profusa’s last news item on potentially turning the Lumee into a centralized early warning system for flu moving through connected populations is in keeping with what appears to be Profusa’s broader strategy. Namely, it hopes to achieve a scale of applications in the active populace that will allow it to track things other than what each patient signed up for.

This strategy has been in progress from very early on in Profusa’s development as the Lumee came out of DARPA’s SIGMA+ program. This program was set up to fund projects designed to expand US national defense institutions’ “advance capability to detect illicit radioactive and nuclear materials by developing new sensors and networks that would alert authorities to chemical, biological, and explosives threats as well.”

Effectively, SIGMA+ is hoping to use connected humans as a “a common network infrastructure” and therefore allow governments to react to “chemical, biological, radiological, nuclear and high-yield explosive” attacks the way network operators respond to cyberattacks – in theory, anyway.

Phase I of this program is to develop the sensors, while the second phase is to focus on “network development, analytics and integration” of the connected humans. This may sound like a Bond movie plot, but, to Profusa’s credit, it has been open about its government ties from the start. In fact, Profusa Software and Systems Lead Keven Zhao was named a DARPA Riser in 2018.

Profusa’s earliest work was funded by a 2013 Series A and 2015 Series B that raised a total of about $15.9 million in venture funding, according to Pitchbook. It then received $9.25 million in grant funding from the US Army Research Office in 2016.

It got more than $10 million more in government grants in the two following years before closing a $45 million Series C in 2018, raising mostly venture funding to further push towards commercialization for Lumee. Profusa has not raised significant capital since then leading into this deal.

As mentioned at the beginning, the company has been quiet for the past two years, but the announcement press release notes that the proceeds in this raise will help provide the resources to get final FDA approval on the Lumee and initiate its commercial launch. It has already received the CE mark in the EU, indicating it meets EU safety, health and environmental protection requirements.

Abbott Laboratories (NYSE:ABT), DexCom (NASDAQ:DXCM) Medtronic (NYSE:MDT) appear to be the leaders in the blood sugar testing market among listed companies as they have a number of popular products in circulation under multiple brands.

Abbott’s FreStyle Libre, Medtronic’s Guardian Connect and DexCom’s G6 provide the wearable continuous monitoring like the Lumee, while private competitor Ascensia has a similar device.

As such, although these competitors don’t appear to have the same government backing, they do have a head start and significant resources at their disposal. Even these smallest of the group, DexCom, has a $44 billion market cap. Profusa may be able to rake in recurring government revenues down the road from its devices, but it has to get commercialized and the chips in the population first.

ADVISORS

• I-Bankers Securities Inc. and Dawson James Securities, Inc. acted as financial advisors to NorthView.
• H.C. Wainwright & Co. acted as financial advisor to Profusa.
• ArentFox Schiff LLP acted as legal advisor to NorthView
• Sidley Austin LLP acted as legal advisor to Profusa.