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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Profusa, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(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) |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
49.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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 |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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 |
SCHEDULE 13D
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| 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.
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