STOVER JACK E 4

What Happened

• Jack E. Stover, a director of Profusa, reported a derivative conversion on May 4, 2026: the conversion of $1,869,796 of outstanding promissory note principal into 5,342,274 shares of Profusa common stock. The conversion used the $0.35 per-share floor price (total implied value ≈ $1.87M). This was a conversion of debt to equity rather than a cash purchase or sale.

Key Details

• Transaction date: May 4, 2026; Form 4 filed May 6, 2026.
• Converted principal: $1,869,796 into 5,342,274 shares (conversion price $0.35/share floor).
• Conversion mechanics: conversion price equals the greater of (i) 95% of the closing price on the conversion date and (ii) $0.35 per share; conversion occurred at the $0.35 floor (per Note Modification and Conversion Agreement dated April 24, 2026) (Footnotes F1–F3).
• Convertible note became exercisable upon the Registration Effective Date (Footnote F2).
• Shares owned after the transaction: not specified in the provided data.
• Filing timeliness: Form 4 was filed two days after the transaction date (May 6 for May 4), consistent with typical Section 16 reporting timing.

Context

• This was a debt-to-equity conversion (derivative transaction), which reduces debt on the company’s balance sheet while increasing outstanding shares (dilution). It is not a cash purchase or insider sale—rather a conversion of an existing note per a modification agreement. The filing’s footnotes describe the conversion terms and timing; no sale or immediate disposition of the resulting shares was reported.