Profusa sponsor turns $1.3M debt into 49.9% stake

Profusa, Inc. (PFSA) reports that NorthView Sponsor I, LLC converted debt into a substantial equity stake.

Rhea-AI Filing Summary

Profusa, Inc. (PFSA) reports that NorthView Sponsor I, LLC converted debt into a substantial equity stake. On August 12, 2026, the Sponsor converted $1,292,521 of principal under a Promissory Note into 1,207,965 common shares at a $1.07 conversion price. After a 1-for-4 reverse stock split, the Sponsor holds 301,991 shares.

Based on 605,726 shares outstanding, the Sponsor beneficially owns approximately 49.9% of Profusa’s common stock. Jack Stover and Fred Knechtel, managers of the Sponsor and officers of Profusa, each report beneficial ownership of about 49.9%, including their indirect interests through the Sponsor.

Filing Explained

The August 12 debt conversion is complete: it issued equity to a holder reporting 49.9% ownership and voting and disposition power.

A Schedule 13D discloses ownership above 5%; here, the filing records NorthView Sponsor I, LLC's August 12, 2026 debt conversion and current beneficial ownership.

The conversion issued 1,207,965 common shares before the reverse split and left the Sponsor with 301,991 shares, or 49.9% of the outstanding stock; issuing additional shares reduces existing holders' percentage ownership absent offsetting changes.

The Sponsor reports sole voting and dispositive power over those 301,991 shares. Its managers and Profusa officers, Jack Stover and Fred Knechtel, report shared voting and dispositive power over the Sponsor-held shares, while disclaiming beneficial ownership except to their pecuniary interests.

The filing reports no other Common Stock transactions by the reporting persons during the preceding 60 days.

Key Figures

Principal Converted: $1,292,521 Shares Issued on Conversion (pre-split): 1,207,965 shares Conversion Price: $1.07 per share +4 more

7 metrics

Principal Converted $1,292,521 Principal under Promissory Note converted on August 12, 2026

Shares Issued on Conversion (pre-split) 1,207,965 shares Common stock issued at conversion price of $1.07 per share

Conversion Price $1.07 per share Price used to convert Promissory Note principal into common stock

Sponsor Holdings Post-Split 301,991 shares Shares held by NorthView Sponsor I, LLC after 1-for-4 reverse stock split

Shares Outstanding 605,726 shares Profusa common stock outstanding after 1-for-4 reverse stock split

Sponsor Ownership Percentage 49.9% Beneficial ownership of common stock by NorthView Sponsor I, LLC

Original Note Size up to $2,500,000 Original principal amount of Promissory Note issued April 27, 2023

Key Terms

Schedule 13D, beneficially owns, reverse stock split, Promissory Note, +1 more

5 terms

Schedule 13D regulatory

"This is filed by NorthView Sponsor I, LLC... as the "Reporting Persons"."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owns financial

"NorthView Sponsor I, LLC (the "Sponsor") beneficially owns 301,991 shares of Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

reverse stock split financial

"Following the Issuer's 1-for-4 reverse stock split, the Sponsor holds 301,991 shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Promissory Note financial

"The shares... were acquired upon conversion of the Promissory Note dated April 27, 2023"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

conversion price financial

"converted $1,292,521 of principal into 1,207,965 shares at a conversion price of $1.07 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Profusa, Inc. (PFSA) does NorthView Sponsor I, LLC now beneficially own?

NorthView Sponsor I, LLC beneficially owns approximately 49.9% of Profusa’s common stock. This is based on 301,991 shares held by the Sponsor out of 605,726 shares outstanding following Profusa’s 1-for-4 reverse stock split.

How many Profusa (PFSA) shares did the Sponsor receive in the debt-to-equity conversion?

The Sponsor initially received 1,207,965 Profusa common shares in the conversion. These were issued upon converting $1,292,521 of Promissory Note principal at a $1.07 conversion price, before giving effect to the subsequent 1-for-4 reverse stock split.

What are Jack Stover’s and Fred Knechtel’s reported holdings in Profusa (PFSA)?

Jack Stover reports beneficial ownership of 302,064 shares and Fred Knechtel reports 302,138 shares, each equating to about 49.9% of Profusa’s common stock. Their totals include small direct holdings and indirect holdings through NorthView Sponsor I, LLC.

How many Profusa (PFSA) shares are outstanding after the reverse stock split?

Profusa has 605,726 shares of common stock outstanding following its 1-for-4 reverse stock split. This share count is used to calculate the approximately 49.9% beneficial ownership reported by NorthView Sponsor I, LLC and by its managers.

What were the key terms of the Profusa (PFSA) Promissory Note converted by the Sponsor?

Profusa issued a Promissory Note of up to $2,500,000 principal to the Sponsor. On August 12, 2026, $1,292,521 of principal was converted into 1,207,965 common shares at a $1.07 conversion price under a Note Modification and Conversion Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/19/2026 - 08:14 PM Accepted by SEC EDGAR 08/19/2026 - 08:14 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Profusa, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

74319X405

(CUSIP Number)

Jack Stover, Manager
NorthView Sponsor I, LLC, 207 West 25th St., 9th Floor
New York, NY, 10001
(212) 494-9022

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 74319X405

1

Name of reporting person

NorthView Sponsor I, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 301,991.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 301,991.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

301,991.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

49.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Consists of shares of the Issuer's common stock, $0.0001 par value ("Common Stock"), issued upon conversion of the Promissory Note dated April 27, 2023, as amended. NorthView Sponsor I, LLC (the "Sponsor") holds 1,207,965 shares. These securities are held directly by NorthView Sponsor I, LLC (the "Sponsor") and indirectly by Jack Stover and Fred Knechtel, who are the managers of the Sponsor and officers of the Issuer. Messrs. Stover and Knechtel disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

SCHEDULE 13D

CUSIP Number(s): 74319X405

1

Name of reporting person

Jack Stover

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 73.00
8	Shared Voting Power 301,991.00
9	Sole Dispositive Power 73.00
10	Shared Dispositive Power 301,991.00

11

Aggregate amount beneficially owned by each reporting person

302,064.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

49.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Consists of shares of the Issuer's common stock, $0.0001 par value ("Common Stock"), issued upon conversion of the Promissory Note dated April 27, 2023, as amended. Jack Stover holds 73 shares directly and 301,991 shares indirectly through NorthView Sponsor I, LLC (the "Sponsor"), for an aggregate of 302,064 shares, and together with Fred Knechtel, serves as a manager of the Sponsor and an officer of the Issuer. Messrs. Stover and Knechtel disclaim beneficial ownership of the securities held indirectly through the Sponsors except to the extent of their pecuniary interest therein.

SCHEDULE 13D

CUSIP Number(s): 74319X405

1

Name of reporting person

Fred Knechtel

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 147.00
8	Shared Voting Power 301,991.00
9	Sole Dispositive Power 147.00
10	Shared Dispositive Power 301,991.00

11

Aggregate amount beneficially owned by each reporting person

302,138.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

49.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Consists of shares of the Issuer's common stock, $0.0001 par value ("Common Stock"), issued upon conversion of the Promissory Note dated April 27, 2023, as amended. Fred Knechtel holds 147 shares directly and 301,991 shares indirectly through NorthView Sponsor I, LLC (the "Sponsor"), for an aggregate of 302,138 shares, and together with Jack Stover, serves as a manager of the Sponsor and an officer of the Issuer. Messrs. Stover and Knechtel disclaim beneficial ownership of the securities held indirectly through the Sponsors except to the extent of their pecuniary interest therein.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Profusa, Inc.
(c)	Address of Issuer's Principal Executive Offices: 207 West 25th St, 9th Floor, New York, NEW YORK , 10001.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed by NorthView Sponsor I, LLC (the "Sponsor"), Jack Stover and Fred Knechtel (together, the "Reporting Persons").
(b)	The principal business address of the Reporting Persons is 207 West 25th St., 9th Floor, New York, NY 10001.
(c)	The Sponsor is a holding company following the Issuer's initial public offering (the "IPO") with no material business operations. Messrs. Stover and Knechtel are the managers of the Sponsor and officers and directors of the Issuer.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding violation with respect to such laws.
(f)	The Sponsor is a Delaware limited liability company. Messrs. Stover and Knechtel are citizens of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	The shares of Common Stock beneficially owned by the Reporting Persons were acquired upon conversion of the Promissory Note dated April 27, 2023, as amended (the "Note"), pursuant to the Note Modification and Conversion Agreement dated April 24, 2026, as amended. On August 12, 2026, the Sponsor converted $1,292,521 of principal into 1,207,965 shares at a conversion price of $1.07 per share. Following the Issuer's 1-for-4 reverse stock split, the Sponsor holds 301,991 shares.
Item 4.	Purpose of Transaction
	On April 27, 2023, the Issuer issued a Promissory Note to the Sponsor in the original principal amount of up to $2,500,000 (the "Note"), which was subsequently amended and restated on January 8, 2024, and further amended on May 31, 2024 and March 20, 2026. On April 24, 2026, the Issuer and the Sponsor entered into a Note Modification and Conversion Agreement (as amended, the "Conversion Agreement"), which modified the terms of the Note and provided for optional conversion into shares of Common Stock. The Conversion Agreement was amended on April 29, 2026, July 31, 2026, and August 12, 2026. On August 12, 2026, the Sponsor converted $1,292,521 of principal into 1,207,965 shares of Common Stock at a conversion price of $1.07 per share, pursuant to the Conversion Agreement. Following the Issuer's 1-for-4 reverse stock split, the Sponsor holds 301,991 shares from this conversion.
Item 5.	Interest in Securities of the Issuer
(a)	As described in Item 4, NorthView Sponsor I, LLC (the "Sponsor") beneficially owns 301,991 shares of Common Stock (approximately 49.9% of the outstanding shares), with sole voting and dispositive power over all such shares. Jack Stover beneficially owns 302,064 shares of Common Stock (approximately 49.9% of the outstanding shares), consisting of 73 shares over which Mr. Stover has sole voting and dispositive power and 301,991 shares held by the Sponsor over which Mr. Stover has shared voting and dispositive power. Fred Knechtel beneficially owns 302,138 shares of Common Stock (approximately 49.9% of the outstanding shares), consisting of 147 shares over which Mr. Knechtel has sole voting and dispositive power and 301,991 shares held by the Sponsor over which Mr. Knechtel has shared voting and dispositive power.
(b)	The aggregate percentage of Common Stock beneficially owners by the Reporting Persons is calculated based upon 605,726 shares of Common Stock outstanding following the Issuer's 1-for-4 reverse stock split. By virtue of their positions as managers of the Sponsor, Messrs. Stover and Knechtel share the power to (i) vote or direct the voting and (ii) dispose or direct the disposition of the 301,991 shares of Common Stock held directly by the Sponsor.
(c)	Other than the transactions described in Items 3 and 4 above, the Reporting Persons have not effected any transactions in the Common Stock in the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Other than the agreements described in Item 4 and relationships described in Item 2, as of the date hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	1* Joint Filing Agreement, dated as of August 19, 2026, among the Reporting Persons. * Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NorthView Sponsor I, LLC

Signature:	/s/ Jack Stover, /s/ Fred Knechtel
Name/Title:	Jack Stover / Manager, Fred Knechtel / Manager
Date:	08/19/2026

Jack Stover

Signature:	/s/ Jack Stover
Name/Title:	Jack Stover
Date:	08/19/2026

Fred Knechtel

Signature:	/s/ Fred Knechtel
Name/Title:	Fred Knechtel
Date:	08/19/2026