Form 4: NorthView Sponsor Distributes Profusa Shares, Warrants

NorthView Sponsor I, LLC distributed 4.74 million shares of Profusa common stock and 5.16 million warrants to its members for no consideration.

Summary

• NorthView Sponsor I, LLC, a 10% owner and director of Profusa, Inc. (PFSA), completed a pro rata distribution of Profusa securities to its members.
• The distribution, which occurred on January 26, 2026, involved 4,743,750 shares of Profusa Common Stock.
• Additionally, 5,162,500 warrants to purchase shares of Common Stock were distributed.
• These warrants have an exercise price of $11.5 per share and an expiration date of July 11, 2030.
• Following this transaction, NorthView Sponsor I, LLC beneficially owns 0 shares of Common Stock and 0 warrants directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event for Profusa, representing a change in the beneficial ownership structure of a significant shareholder rather than a direct operational or financial update.

Positives

• The distribution was made for no consideration, indicating a transfer of ownership within the sponsor's structure rather than a sale into the open market by the sponsor entity itself.

Future Outlook

No forward-looking statements or guidance regarding Profusa's business operations or financial performance are provided in this filing.

Management Comments

• Fred Knechtel, Manager of NorthView Sponsor I, LLC, signed the statement of changes in beneficial ownership.

Industry Context

StockSavvy.ai notes this Form 4 filing details a routine change in beneficial ownership by a sponsor entity, NorthView Sponsor I, LLC, distributing its holdings in Profusa to its members. This type of transaction is typically an internal restructuring for the sponsor and does not directly reflect on Profusa's operational performance or broader industry trends.

Related Party Transactions

• NorthView Sponsor I, LLC distributed Profusa securities to its members for no consideration, which constitutes a related party transaction for the Sponsor.

Stakeholder Impact

• Shareholders of Profusa will see a change in the ultimate beneficial owners of a significant block of shares and warrants, as these securities are now held directly by the members of NorthView Sponsor I, LLC.
• Members of NorthView Sponsor I, LLC directly receive Profusa common stock and warrants, altering their direct exposure to Profusa's equity.

Key Dates

Keywords

Profusa, PFSA, NorthView Sponsor, Form 4, beneficial ownership, stock distribution, warrants, equity securities