Profusa (PFSA) CFO converts $1.29M note into 302K shares at $4.28
Rhea-AI Filing Summary
Profusa, Inc. (PFSA) reports that Chief Financial Officer Fred S. Knechtel, through NorthView Sponsor I LLC, converted a portion of a Convertible Promissory Note into Common Stock on August 12, 2026. The conversion turned $1,292,521 principal of the note into 1,207,964 shares of Common Stock, which became 301,991 shares after a 1‑for‑4 reverse stock split, at an effective post-split conversion price of $4.28 per share (equivalent to $1.07 pre‑split). The note became convertible on May 4, 2026, the Registration Effective Date, under a Note Modification and Conversion Agreement. Following the transaction, 301,991 shares are reported as indirectly held by NorthView Sponsor I LLC, and 147 shares of Common Stock are reported as held directly. The filing states that Mr. Knechtel, as a manager of NorthView Sponsor I LLC, may be deemed to share beneficial ownership of the LLC-held shares but disclaims beneficial ownership except to the extent of his pecuniary interest.
Positive
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Negative
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Insights
Analyzing...
Insider Trade Summary
Net Buyer: 301,991 shares
Net Buy
3 txns
Insider
Knechtel Fred S.
Role
Chief Financial 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 — 147 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. Fred Knechtel 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. Knechtel 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
Principal Converted: $1,292,521
Shares Issued Pre-Split: 1,207,964 shares
Shares Held Post-Split (Indirect): 301,991 shares
+5 more
8 metrics
Principal Converted
$1,292,521
Principal amount of Convertible Promissory Note converted into Common Stock on August 12, 2026
Shares Issued Pre-Split
1,207,964 shares
Common Stock issued upon conversion before 1-for-4 reverse stock split
Shares Held Post-Split (Indirect)
301,991 shares
Post-split Common Stock indirectly held by NorthView Sponsor I LLC after conversion
Direct Holdings
147 shares
Common Stock directly held by Fred S. Knechtel following the reported transactions
Pre-Split Conversion Price
$1.07 per share
Conversion price before 1-for-4 reverse stock split
Post-Split Conversion Price
$4.28 per share
Effective conversion price after 1-for-4 reverse stock split
Registration Effective Date
May 4, 2026
Date on which the note became convertible under the modification agreement
Reverse Stock Split Ratio
1-for-4
Reverse stock split applied after conversion of Common Stock
Key Terms
Convertible Promissory Note, reverse stock split, beneficial ownership, Registration Effective Date, +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.
Registration Effective Date regulatory
"The Note became convertible on May 4, 2026 (the Registration Effective Date)"
Note Modification and Conversion Agreement financial
"pursuant to the Note Modification and Conversion Agreement dated April 24, 2026"
FAQ
What transaction did PFSA’s CFO report on this Form 4?
Profusa’s CFO reported converting $1,292,521 of a Convertible Promissory Note into Common Stock. This produced 1,207,964 shares pre-split, or 301,991 shares post a 1‑for‑4 reverse split, all indirectly held through NorthView Sponsor I LLC.
What was the effective conversion price in the PFSA note transaction?
The note converted at a pre-split price of $1.07 per share. After the 1‑for‑4 reverse stock split, this equates to a post-split conversion price of $4.28 per Profusa Common Share, as described in the amendment and footnotes.
When did the Profusa (PFSA) note become convertible?
The note became convertible on May 4, 2026, the Registration Effective Date. This convertibility date is specified under Section 2.1 of the Note Modification and Conversion Agreement dated April 24, 2026.
Does the PFSA Form 4 indicate a Rule 10b5-1 trading plan?
The document-level Rule 10b5‑1 checkbox is not checked. The footnotes instead describe conversion mechanics under the Note Modification and Conversion Agreement and a Conversion Notice dated August 12, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
