Profusa (PFSA) CEO turns $1.29M note into 301,991 shares
Rhea-AI Filing Summary
Profusa, Inc. (PFSA) reported that Chief Executive Officer Jack E. Stover, through NorthView Sponsor I LLC, converted a portion of a Convertible Promissory Note into Common Stock. On August 12, 2026, 1,207,964 shares of Common Stock were issued upon conversion, which became 301,991 shares after a 1-for-4 reverse stock split, at an effective conversion price of $4.28 per share on a post-split basis. The conversion reflected $1,292,521 of note principal converted, and 301,991 indirect shares are reported as held by NorthView Sponsor I LLC, while Stover also holds 73 Common shares directly. Stover may be deemed to share beneficial ownership of the LLC’s holdings but disclaims beneficial ownership except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
Net Buyer: 301,991 shares
Net Buy
3 txns
Insider
STOVER JACK E
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Convertible Promissory Note F2, F4, F5, F1, F6, F3 | -- | $0.00 | -- |
| Conversion | Common Stock F1, F2, F3 | 301,991 | $4.28 | $1.29M |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Convertible Promissory Note — 0 shares (Indirect, By NorthView Sponsor I LLC);
Common Stock — 301,991 shares (Indirect, By NorthView Sponsor I LLC);
Common Stock — 73 shares (Direct)
Footnotes (6)
- F1. On August 12, 2026, 1,207,964 shares of Common Stock were issued upon conversion of a portion of the Convertible Promissory Note. Following a 1-for-4 reverse stock split effected after the conversion, the number of shares held became 301,991.
- F2. The conversion price is equal to the higher of (i) $1.07 and (ii) the closing price of the Common Stock on the trading day immediately preceding the delivery of the Conversion Notice, as reported on The Nasdaq Stock Market, pursuant to Amendment No. 3 to the Note Modification and Conversion Agreement dated August 12, 2026. The pre-split conversion price of $1.07 per share is equivalent to $4.28 per share on a post-split basis following the 1-for-4 reverse stock split.
- F3. Jack Stover is a manager of NorthView Sponsor I LLC and may be deemed to share beneficial ownership of the securities held by NorthView Sponsor I LLC. Mr. Stover disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F4. Represents the conversion of $1,292,521 principal amount of the Convertible Promissory Note into 1,207,964 shares of Common Stock (301,991 shares on a post-split basis), reflecting conversion at the $1.07 per share ($4.28 per share on a post-split basis) price pursuant to the Conversion Notice dated August 12, 2026.
- F5. The Note became convertible on May 4, 2026 (the Registration Effective Date), pursuant to Section 2.1 of the Note Modification and Conversion Agreement dated April 24, 2026.
- F6. Represents the remaining principal balance of the Note following conversion.
Key Figures
Shares issued on conversion (pre-split): 1,207,964 shares
Shares held post-split (indirect): 301,991 shares
Converted principal amount: $1,292,521
+5 more
8 metrics
Shares issued on conversion (pre-split)
1,207,964 shares
Common Stock issued on August 12, 2026 upon conversion of part of the Convertible Promissory Note
Shares held post-split (indirect)
301,991 shares
Common Stock held by NorthView Sponsor I LLC after 1-for-4 reverse stock split
Converted principal amount
$1,292,521
Principal of the Convertible Promissory Note converted into Common Stock on August 12, 2026
Pre-split conversion price
$1.07 per share
Conversion price before 1-for-4 reverse stock split, subject to higher-of pricing formula
Post-split equivalent price
$4.28 per share
Pre-split $1.07 conversion price equivalent after 1-for-4 reverse stock split
Reverse stock split ratio
1-for-4
Reverse stock split applied after conversion to determine post-split share count
Direct Common Stock holdings
73 shares
Common Stock directly held by Jack E. Stover after the reported transactions
Note convertibility date
May 4, 2026
Registration Effective Date when the Convertible Promissory Note became convertible
Key Terms
Convertible Promissory Note, reverse stock split, beneficial ownership, Conversion Notice, +1 more
5 terms
Convertible Promissory Note financial
"Represents the conversion of $1,292,521 principal amount of the Convertible Promissory Note"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
reverse stock split financial
"Following a 1-for-4 reverse stock split effected after the conversion"
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.
beneficial ownership financial
"may be deemed to share beneficial ownership of the securities held"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Conversion Notice financial
"price pursuant to the Conversion Notice dated August 12, 2026"
Registration Effective Date financial
"The Note became convertible on May 4, 2026 (the Registration Effective Date)"
FAQ
What did PFSA CEO Jack E. Stover report in this Form 4?
Jack E. Stover reported the conversion of part of a Convertible Promissory Note into Profusa, Inc. Common Stock. This involved issuing shares to an entity associated with him, NorthView Sponsor I LLC, rather than an open-market purchase or sale.
What was the conversion price for the PFSA Convertible Promissory Note?
The conversion price was based on the higher of $1.07 per share or the prior-day closing price. The pre-split price of $1.07 equals $4.28 per share on a post-split basis after the 1-for-4 reverse stock split.
How much principal of the PFSA Convertible Promissory Note was converted?
The filing states that $1,292,521 of principal from the Convertible Promissory Note was converted. This principal amount was exchanged into 1,207,964 Common shares, or 301,991 shares on a post-split basis, under the stated conversion price.
What are Jack E. Stover’s reported PFSA holdings after the conversion?
Post-conversion, NorthView Sponsor I LLC reports holding 301,991 PFSA Common shares indirectly attributable to Stover, and Stover directly holds 73 Common shares. Stover disclaims beneficial ownership of the LLC’s shares except for his pecuniary interest.
When did the PFSA Convertible Promissory Note become convertible?
The note became convertible on May 4, 2026, identified as the Registration Effective Date. This occurred under Section 2.1 of the Note Modification and Conversion Agreement dated April 24, 2026, enabling the later conversion reported on August 12, 2026.
Was this PFSA Form 4 transaction under a Rule 10b5-1 trading plan?
The document-level Rule 10b5-1 checkbox is not checked, and the footnotes do not describe a trading plan. The reported activity therefore is not identified as occurring under a pre-arranged Rule 10b5-1 plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
