Profusa (PFSA) sponsor shifts 4.7M shares and 5.2M warrants to members

Rhea-AI Filing Summary

NorthView Sponsor I, LLC, a 10% owner of Profusa, Inc., reported a pro rata, no‑consideration distribution of its holdings to its members. On January 26, 2026, the Sponsor distributed 4,743,750 shares of Profusa common stock and 5,162,500 warrants to purchase common stock, reducing its reported beneficial ownership of both securities to zero.

Insights

Equity structure and governance analyst

Profusa’s sponsor shifts a large 10% stake and warrants to its members.

NorthView Sponsor I, LLC, identified as a 10% owner of Profusa, Inc., distributed 4,743,750 common shares and 5,162,500 warrants to its members on January 26, 2026. The filing states this occurred for no consideration as a pro rata distribution.

After the distribution, the Sponsor reports owning 0 common shares and 0 warrants directly. This shifts a substantial block and associated derivative exposure from a single sponsor entity to multiple members, which may change how these holdings are managed and potentially transacted, depending on member decisions.

The filing does not describe any sales or pricing, only a reallocation of ownership interests. Subsequent filings by individual members or related entities, if any, would further clarify how these newly received shares and warrants are treated over time.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

NorthView Sponsor I, LLC

(Last) (First) (Middle)

207 WEST 25TH ST.,9TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Profusa, Inc. [ PFSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/26/2026		J(1)		4,743,750	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$11.5	01/26/2026		J(1)		5,162,500		01/26/2026	07/11/2030	Common Stock	5,162,500	$0	0	D

Explanation of Responses:

1. Represents the distribution for no consideration by NorthView Sponsor I LLC (the "Sponsor") of (i) 4,743,750 shares of Common Stock, and (ii) 5,162,500 warrants to purchase shares of Common Stock, in connection with a pro rata distribution of Issuer securities held by the Sponsor to its members.

	/s/ Fred Knechtel, Manager	02/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did NorthView Sponsor I, LLC do in this Profusa (PFSA) Form 4?

NorthView Sponsor I, LLC reported a pro rata distribution of Profusa securities. It distributed 4,743,750 common shares and 5,162,500 warrants to its members for no consideration, transferring those holdings out of the Sponsor entity and leaving it with zero reported beneficial ownership.

How many Profusa (PFSA) common shares were distributed by the sponsor?

The sponsor distributed 4,743,750 Profusa common shares. According to the filing, this was a pro rata distribution of issuer securities held by NorthView Sponsor I, LLC to its members, executed for no consideration, and reduced the Sponsor’s reported common share holdings to zero afterward.

What happened to the Profusa (PFSA) warrants held by NorthView Sponsor I, LLC?

NorthView Sponsor I, LLC distributed 5,162,500 Profusa warrants. These warrants, each exercisable for Profusa common stock, were transferred to the Sponsor’s members in a pro rata distribution for no consideration, and the Sponsor reported holding zero warrants after the transaction date.

Did NorthView Sponsor I, LLC sell its Profusa (PFSA) securities for cash?

No, the filing states the securities were distributed for no consideration. The 4,743,750 common shares and 5,162,500 warrants were transferred as a pro rata distribution to the Sponsor’s members, reflecting a reallocation of ownership rather than a cash sale transaction.

What is the transaction code J in the Profusa (PFSA) Form 4?

Transaction code J in this context reflects a non‑standard transfer. Here, it represents NorthView Sponsor I, LLC’s pro rata, no‑consideration distribution of Profusa common shares and warrants to its members, rather than an open‑market purchase or sale of the securities.

How did this transaction affect NorthView Sponsor I, LLC’s Profusa (PFSA) ownership?

After the January 26, 2026 distribution, the Sponsor reported owning zero common shares and zero warrants. The large block of 4,743,750 shares and 5,162,500 warrants moved from the Sponsor entity to its members through the pro rata distribution described in the filing.