Preferred holders at Provectus (PVCT) face 2028 conversion delay

Rhea-AI Filing Summary

Provectus Biopharmaceuticals, Inc. amended the terms of its Series D and Series D-1 Convertible Preferred Stock to push back when these preferred shares automatically convert into common stock. The automatic conversion date, previously set at June 20, 2026, is now December 31, 2028.

The amendments were approved by the board of directors and a special committee made up entirely of independent directors, and were filed with the Delaware Secretary of State. The changes affect only the timing of automatic conversion, not the existence of the preferred stock itself.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2026

PROVECTUS BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in charter)

Delaware		001-36457		90-0031917
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

800 S. Gay Street, Suite 1610, Knoxville, TN 37929

(Address of Principal Executive Offices) (Zip Code)

(866) 594-5999

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 30, 2026, Provectus Biopharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of Series D Convertible Preferred Stock (the “Series D Amendment”) and a Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of Series D-1 Convertible Preferred Stock (the “Series D-1 Amendment,” and together with the Series D Amendment, the “Amendments”) with the Secretary of State of the State of Delaware.

The Amendments were approved by the Company’s board of directors and a special committee comprised entirely of independent directors.

The Amendments extend the date on which shares of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share, and shares of Series D-1 Convertible Preferred Stock, par value $0.001 per share, will automatically convert into shares of the Company’s common stock, par value $0.001 per share (the “Automatic Conversion Date”). The prior Automatic Conversion Date was June 20, 2026. Following the Amendments, the Automatic Conversion Date is December 31, 2028.

The foregoing descriptions of the Series D Amendment and Series D-1 Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendments, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of Series D Convertible Preferred Stock
3.2		Certificate of Amendment to the Certificate of Designation of Preferences, Rights, and Limitations of Series D-1 Convertible Preferred Stock
104		Cover Page Interactive Date File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 2, 2026

	PROVECTUS BIOPHARMACEUTICALS, INC.
	By:	/s/ Heather Raines
		Heather Raines
		Chief Financial Officer (Principal Financial Officer)

FAQ

What change did Provectus Biopharmaceuticals (PVCT) disclose in this 8-K?

Provectus Biopharmaceuticals disclosed amendments to its Series D and Series D-1 Convertible Preferred Stock. These amendments delay the automatic conversion of those preferred shares into common stock, moving the conversion date from June 20, 2026 to December 31, 2028, as approved by its board and an independent committee.

How did the automatic conversion date change for PVCT’s Series D and D-1 preferred stock?

The automatic conversion date for Provectus’ Series D and Series D-1 Convertible Preferred Stock was extended by about two and a half years. It shifted from June 20, 2026 to December 31, 2028, delaying when those preferred shares will automatically convert into common stock under existing terms.

Who approved the amendments to PVCT’s preferred stock designations?

The amendments to Provectus’ Series D and Series D-1 preferred stock were approved by its full board of directors and a special committee composed entirely of independent directors. This structure is intended to provide additional oversight and independence in evaluating changes to security terms affecting shareholders.

Which Provectus (PVCT) securities are affected by this amendment?

The amendments specifically affect Provectus’ Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock. Only the timing of their automatic conversion into common stock was modified, with the new automatic conversion date set to December 31, 2028, replacing the prior June 20, 2026 date.

Does the PVCT 8-K mention any other corporate changes besides the conversion date extension?

The 8-K centers on extending the automatic conversion date for the Series D and Series D-1 Convertible Preferred Stock. It also lists related certificate of amendment exhibits but does not describe additional operational, financial, or management changes beyond these preferred stock designation amendments in the provided excerpt.