Form 4: Profusa Inc. Director Reports Stock Conversion

Profusa, Inc. Director Jack E. Stover reports the conversion of a promissory note into a significant number of common shares.

Summary

• Jack E. Stover, a Director at Profusa, Inc. (PFSA), has filed a Form 4 reporting a transaction on May 4, 2026.
• The transaction involved the conversion of a Second Amended and Restated Promissory Note, originally dated April 6, 2026, with a principal balance of $1,869,796.
• This note was converted into 5,342,274 shares of Profusa's Common Stock.
• The conversion price was $0.35 per share, which was the floor price stipulated in the Note Modification and Conversion Agreement dated April 24, 2026.
• The note became convertible on the Registration Effective Date, as per the agreement.
• Following the conversion, Stover is deemed to beneficially own these 5,342,274 shares indirectly through NorthView Sponsor I LLC, of which he is the managing member.
• He disclaims beneficial ownership except to the extent of his pecuniary interest.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it reports a standard debt conversion transaction that has already occurred, with implications for share structure but no immediate new financial performance data.

Positives

• Conversion of debt into equity can strengthen the company's balance sheet by reducing liabilities.
• The conversion of a significant promissory note indicates a step towards resolving outstanding debt obligations.
• The conversion price of $0.35 per share, while a floor price, suggests a valuation basis for the equity issued.

Negatives

• The conversion of a large debt amount into shares will dilute existing shareholders' ownership.
• The filing does not provide context on the original terms or the necessity of the note modification and conversion.

Risks

• Dilution of existing shareholder equity due to the conversion of a substantial promissory note.
• Potential for further debt-to-equity conversions if other similar notes exist.

Future Outlook

The filing does not contain forward-looking statements or guidance. It reports a past transaction.

Management Comments

• 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.

Industry Context

StockSavvy.ai notes that debt-to-equity conversions are common in early-stage or growth-oriented companies, often used to manage cash flow or provide incentives. The specific conversion price and the involvement of a director's entity suggest a structured financing arrangement.

Related Party Transactions

• The conversion of the promissory note involved NorthView Sponsor I LLC, an entity managed by Director Jack E. Stover, indicating a related party transaction.

Stakeholder Impact

• Shareholders: Potential dilution of ownership percentage due to the issuance of 5,342,274 new shares.
• Creditors: Reduction in the company's debt obligations by $1,869,796.
• Management: The transaction involves a director's entity, highlighting internal financial arrangements.

Next Steps

• The conversion has been completed as of May 4, 2026.
• The reporting person will continue to hold the converted shares indirectly through NorthView Sponsor I LLC.

Key Dates

Recommendation

This filing reports a completed debt conversion transaction by a director, which has implications for share structure (dilution) but does not provide new operational or financial performance data. Therefore, it warrants a 'hold' recommendation pending further information on the company's performance and strategy.

Keywords

Profusa Inc., PFSA, Form 4, Stock Conversion, Promissory Note, Beneficial Ownership, Director, Equity, Debt, SEC Filing