SCHEDULE: Profusa, Inc. Stakeholder Reports Major Share Acquisition

NorthView Sponsor I, LLC, along with individuals Jack Stover and Fred Knechtel, have disclosed beneficial ownership of approximately 49.9% of Profusa, Inc.'s common stock following debt conversion.

Summary

• NorthView Sponsor I, LLC, Jack Stover, and Fred Knechtel have filed a Schedule 13D, reporting beneficial ownership of 301,991 shares of Profusa, Inc. common stock, representing approximately 49.9% of the outstanding shares.
• These shares were acquired through the conversion of a promissory note dated April 27, 2023, as amended, into equity.
• The conversion occurred on August 12, 2026, with $1,292,521 of principal converted into 1,207,965 shares at a price of $1.07 per share.
• Following a 1-for-4 reverse stock split by the Issuer, NorthView Sponsor I, LLC holds 301,991 shares.
• Jack Stover directly holds 73 shares and indirectly holds 301,991 shares through the Sponsor, totaling 302,064 shares.
• Fred Knechtel directly holds 147 shares and indirectly holds 301,991 shares through the Sponsor, totaling 302,138 shares.
• The reporting persons are managers of the Sponsor and officers/directors of Profusa, Inc.
• The total outstanding shares of common stock considered for this filing is 605,726 after the reverse stock split.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, primarily reflecting a significant ownership stake and conversion of debt into equity, which solidifies the reporting persons' position but doesn't inherently signal new growth or strategic shifts.

Positives

• Significant ownership stake of approximately 49.9% established by NorthView Sponsor I, LLC, Jack Stover, and Fred Knechtel.
• Conversion of debt into equity demonstrates a commitment to the company's capital structure.
• Clear reporting of beneficial ownership and share allocation among reporting persons.

Negatives

• The filing primarily details a debt-to-equity conversion and does not indicate new strategic initiatives or operational improvements.
• The reporting persons disclaim beneficial ownership of indirectly held securities beyond their pecuniary interest, which is standard but can create ambiguity for some investors.

Risks

• The concentration of nearly 50% of the company's stock in the hands of a few related parties could limit liquidity for other shareholders.
• Potential for conflicts of interest given that the reporting persons are also officers and directors of the Issuer.

Future Outlook

The filing does not contain specific forward-looking statements or guidance. It primarily details a past transaction (debt conversion) and current ownership structure.

Management Comments

• Messrs. Stover and Knechtel disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Industry Context

StockSavvy.ai notes that debt-to-equity conversions are common in the life sciences and technology sectors, particularly for early-stage or growth companies that may have utilized convertible notes to finance operations. This filing indicates a significant capital event for Profusa, Inc., solidifying a large ownership block.

Comparison to Industry Standards

• The ownership concentration of 49.9% by a single group (NorthView Sponsor I, LLC and its managers) is substantial and could be considered high compared to many publicly traded companies where ownership is more widely dispersed among institutional and retail investors.
• In the biotech/medtech sector, significant stakes held by founders, early investors, or sponsors are not uncommon, but a stake this large often implies a controlling or highly influential position.

Related Party Transactions

• The conversion of a promissory note issued by Profusa, Inc. to NorthView Sponsor I, LLC, where Jack Stover and Fred Knechtel are managers of the Sponsor and officers/directors of Profusa, Inc., constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The significant ownership by a single group may influence corporate decision-making and potentially impact the influence of other shareholders.
• Management/Board: The reporting persons, being officers and managers, hold a substantial stake, aligning their interests with the company's performance but also potentially creating concentrated control.
• Creditors: The conversion of debt to equity reduces the company's debt burden, which could be viewed positively by creditors.

Next Steps

• The reporting persons will continue to hold their shares and exercise their rights as significant shareholders and officers/directors of the Issuer.
• Future amendments to this Schedule 13D will be filed if there are any material changes in beneficial ownership or other reportable events.

Key Dates

Keywords

Profusa, Inc., Schedule 13D, Beneficial Ownership, NorthView Sponsor I, LLC, Debt Conversion, Equity, Promissory Note, Jack Stover