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Profusa (PFSA) CFO-linked LLC converts $1,869,796 note into 5.34M shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Knechtel Fred S. reported open-market purchase transactions in this Form 4 filing.

Profusa, Inc. Chief Financial Officer Fred S. Knechtel reported an indirect transaction involving a Convertible Promissory Note held by NorthView Sponsor I LLC, where he is managing member. The filing states that the entire outstanding principal balance of the Second Amended and Restated Promissory Note of $1,869,796 was converted into 5,342,274 shares of Common Stock at the $0.35 per share floor price.

The conversion price under the note is defined as the greater of 95% of the closing price of the Common Stock on the conversion date and $0.35 per share, pursuant to a Note Modification and Conversion Agreement dated April 24, 2026. The note became convertible on the Registration Effective Date under that agreement. Mr. Knechtel may be deemed to share beneficial ownership of securities held by NorthView Sponsor I LLC but disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Knechtel Fred S.
Role Chief Financial Officer
Bought 0 shs ($0.00)
Type Security Shares Price Value
Purchase Convertible Promissory Note 0 $1,869,796.00 --
Holdings After Transaction: Convertible Promissory Note — 0 shares (Indirect, By NorthView Sponsor I LLC)
Footnotes (1)
  1. The conversion price is equal to the greater of (i) 95% of the closing price of the Common Stock on the Conversion Date and (ii) $0.35 per share, pursuant to the Note Modification and Conversion Agreement dated April 24, 2026. The Note became exercisable (convertible) on the Registration Effective Date, pursuant to Section 2.1 of the Note Modification and Conversion Agreement dated April 24, 2026. Represents the conversion of the entire outstanding principal balance of the Second Amended and Restated Promissory Note, dated April 6, 2026, in the amount of $1,869,796 into 5,342,274 shares of Common Stock, reflecting conversion at the $0.35 per share floor price. Mr. Knechtel is the managing member of NorthView Sponsor I LLC and may be deemed to share beneficial ownership of the securities held by NorthView Sponsor I LLC. Mr. Knechtel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Principal converted $1,869,796 Outstanding principal of Second Amended and Restated Promissory Note converted
Shares issued on conversion 5,342,274 shares Common Stock received upon conversion at floor price
Floor conversion price $0.35 per share Floor price used for conversion into Common Stock
Formula conversion price Greater of 95% of closing price and $0.35 Pricing formula in Note Modification and Conversion Agreement
Exercise (conversion) date Registration Effective Date Note became convertible on Registration Effective Date
Agreement date April 24, 2026 Date of Note Modification and Conversion Agreement
Convertible Promissory Note financial
"Represents the conversion of the entire outstanding principal balance of the Second Amended and Restated 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.
Note Modification and Conversion Agreement financial
"pursuant to the Note Modification and Conversion Agreement dated April 24, 2026"
Registration Effective Date regulatory
"The Note became exercisable (convertible) on the Registration Effective Date"
beneficial ownership financial
"may be deemed to share beneficial ownership of the securities held by NorthView Sponsor I LLC"
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.
floor price financial
"reflecting conversion at the $0.35 per share floor price"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Knechtel Fred S.
(Last)(First)(Middle)
626 BANCROFT WAY, SUITE A
(Street)
BERKELEY CALIFORNIA 94710
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Profusa, Inc. [ PFSA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Convertible Promissory Note$0.35(1)05/04/2026P$1,869,79605/04/2026(2)12/31/2026Common Stock5,342,274(3)$1,869,796$1,869,796IBy NorthView Sponsor I LLC(4)
Explanation of Responses:
1. The conversion price is equal to the greater of (i) 95% of the closing price of the Common Stock on the Conversion Date and (ii) $0.35 per share, pursuant to the Note Modification and Conversion Agreement dated April 24, 2026.
2. The Note became exercisable (convertible) on the Registration Effective Date, pursuant to Section 2.1 of the Note Modification and Conversion Agreement dated April 24, 2026.
3. Represents the conversion of the entire outstanding principal balance of the Second Amended and Restated Promissory Note, dated April 6, 2026, in the amount of $1,869,796 into 5,342,274 shares of Common Stock, reflecting conversion at the $0.35 per share floor price.
4. Mr. Knechtel is the managing member of NorthView Sponsor I LLC and may be deemed to share beneficial ownership of the securities held by NorthView Sponsor I LLC. Mr. Knechtel disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
/s/ Fred Knechtel05/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Profusa (PFSA) CFO Fred S. Knechtel report in this Form 4?

He reported an indirect transaction where a Convertible Promissory Note held by NorthView Sponsor I LLC was converted into common stock. The filing details conversion terms, principal amount, and share count resulting from this conversion event.

How many Profusa (PFSA) shares were issued in the reported conversion?

The filing states that 5,342,274 shares of Profusa Common Stock were issued. These shares resulted from converting the entire outstanding principal balance of the Second Amended and Restated Promissory Note at the $0.35 per share floor price.

What principal amount of debt was converted to Profusa (PFSA) common stock?

The filing describes conversion of the entire outstanding principal balance of $1,869,796 under the Second Amended and Restated Promissory Note. That principal amount was exchanged for 5,342,274 shares of Profusa Common Stock at the stated floor price.

How is the conversion price for the Profusa (PFSA) note determined?

The conversion price is defined as the greater of 95% of the closing price of Profusa’s Common Stock on the conversion date and $0.35 per share. This pricing formula is set out in the Note Modification and Conversion Agreement dated April 24, 2026.

When did the Profusa (PFSA) Convertible Promissory Note become exercisable?

The note became exercisable, meaning convertible into common stock, on the Registration Effective Date. This timing is specified in Section 2.1 of the Note Modification and Conversion Agreement dated April 24, 2026, referenced in the filing’s footnotes.

What is Fred S. Knechtel’s relationship to NorthView Sponsor I LLC in the Profusa (PFSA) filing?

The filing explains that Mr. Knechtel is the managing member of NorthView Sponsor I LLC and may be deemed to share beneficial ownership of its securities, while disclaiming beneficial ownership except to the extent of his pecuniary interest in those holdings.