Knechtel Fred S. 4

What Happened
Fred S. Knechtel, Chief Financial Officer of Profusa, converted the entire outstanding principal of a promissory note—$1,869,796—into 5,342,274 shares of Profusa common stock. The conversion reflected a $0.35 per-share floor price under a Note Modification and Conversion Agreement dated April 24, 2026. The Form 4 reports the transaction date as 2026-05-04 and the filing date as 2026-05-05.

Key Details

• Transaction date: 2026-05-04; Form 4 filed 2026-05-05 (appears timely).
• Converted principal: $1,869,796 → Shares received: 5,342,274.
• Conversion price: $0.35 per share (conversion price floor; agreement sets price = greater of 95% of closing price on conversion date or $0.35). [F1, F3]
• The note became convertible upon the Registration Effective Date per the Note Modification and Conversion Agreement. [F2]
• Filing shows transaction coded as P (purchase) but the economic effect was conversion of debt into equity (a derivative conversion).
• Shares owned after transaction: not specified in this filing; filing notes Mr. Knechtel is managing member of NorthView Sponsor I LLC and may be deemed to share beneficial ownership of securities held by that entity, which he disclaims except to the extent of any pecuniary interest. [F4]

Context
This was not a cash open-market purchase but a debt-to-equity conversion—company debt was converted into newly issued shares, which dilutes existing holders but does not reflect a cash investment by the insider. The conversion used the $0.35 per-share floor in the modification agreement rather than a market-price-based conversion above that floor. The filing appears timely (filed one day after the reported transaction).