Profusa director entity converts $1.87M note to shares

STOVER JACK E reported open-market purchase transactions in this Form 4 filing.

Rhea-AI Filing Summary

STOVER JACK E reported open-market purchase transactions in this Form 4 filing.

Profusa, Inc. director-related entity NorthView Sponsor I LLC converted a Second Amended and Restated Promissory Note with principal of $1,869,796 into 5,342,274 shares of Common Stock. The conversion reflects use of the floor price of $0.35 per share under an April 24, 2026 Note Modification and Conversion Agreement.

Insider Trade Summary

Purchase: 0 shares

Purchase 1 txn

Insider STOVER JACK E

Role Director

Bought 0 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Convertible Promissory Note	0	$1,869,796.00	$0.00

Holdings After Transaction: Convertible Promissory Note — 0 contracts (Indirect, By NorthView Sponsor I LLC)

Footnotes (4)

1. F1. 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. F2. 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. F3. 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. F4. 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.

Key Figures

Note principal converted: $1,869,796 Shares received on conversion: 5,342,274 shares Conversion floor price: $0.35 per share +3 more

6 metrics

Note principal converted $1,869,796 Entire principal of Second Amended and Restated Promissory Note converted

Shares received on conversion 5,342,274 shares Common Stock issued upon conversion at floor price

Conversion floor price $0.35 per share Floor price used to convert principal into shares

Conversion price formula Greater of 95% of closing price or $0.35 Defined in Note Modification and Conversion Agreement dated April 24, 2026

Transaction date May 4, 2026 Form 4 transaction date for derivative security

Note expiration date December 31, 2026 Expiration date of convertible promissory note

Key Terms

Convertible Promissory Note, Note Modification and Conversion Agreement, Registration Effective Date, beneficial ownership, +1 more

5 terms

Convertible Promissory Note financial

"security_title: "Convertible Promissory Note" linked to Profusa Common Stock"

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 regulatory

"conversion price set 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Profusa (PFSA) report in this Form 4?

Profusa (PFSA) reported that NorthView Sponsor I LLC converted a Second Amended and Restated Promissory Note with principal of $1,869,796 into 5,342,274 shares of Common Stock at the $0.35 per share floor price under a Note Modification and Conversion Agreement.

Who is associated with the Profusa (PFSA) securities held after this conversion?

The securities are held by NorthView Sponsor I LLC. A footnote states that Mr. Knechtel, as managing member of NorthView Sponsor I LLC, may be deemed to share beneficial ownership, while disclaiming beneficial ownership except to the extent of his pecuniary interest in those securities.

What are the key terms of the Profusa (PFSA) note conversion price?

The conversion price equals the greater of 95% of the Common Stock closing price on the Conversion Date or $0.35 per share. The reported conversion used the $0.35 floor, resulting in 5,342,274 shares issued for $1,869,796 principal.

When did the Profusa (PFSA) note become exercisable for conversion?

According to the filing, the note became exercisable, meaning convertible, on the Registration Effective Date. This timing is set under Section 2.1 of the Note Modification and Conversion Agreement dated April 24, 2026, which governs the conversion terms.

What is the expiration date of the Profusa (PFSA) convertible promissory note?

The convertible promissory note reported in the Profusa (PFSA) Form 4 carries an expiration date of December 31, 2026. This date marks the end of the period during which the note’s conversion rights, as modified, would be available under the disclosed terms.

How many Profusa (PFSA) shares underlie the convertible promissory note?

The filing states that the convertible promissory note is associated with 5,342,274 shares of Profusa Common Stock. A footnote explains this reflects conversion of the entire $1,869,796 principal at the $0.35 per share floor price specified in the agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/06/2026 - 10:42 AM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

STOVER JACK E

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Note	$0.35(1)	05/04/2026		P			$1,869,796	05/04/2026(2)	12/31/2026	Common Stock	5,342,274(3)	$1,869,796	$1,869,796	I	By 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/ Jack Stover	05/06/2026
	** Signature of Reporting Person	Date
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)