Provectus Biopharmaceuticals (PVCT) CEO reports 8% note tied to Series D-1 preferred

Rhea-AI Filing Summary

Provectus Biopharmaceuticals, Inc. reported an insider financing transaction involving its CEO and director, Edward Pershing. On 12/05/2025, he acquired an 8% unsecured convertible promissory note with an amount of $ 75,000. The note can be converted at any time into shares of Series D-1 Convertible Preferred Stock at a price of $ 2.862 per share, and will automatically convert into that preferred stock twelve months after its issue date as part of the company’s 2025 Financing.

Each share of Series D-1 Convertible Preferred Stock is convertible into 10 shares of Provectus common stock. The Series D-1 preferred shares will automatically convert into common stock on June 26, 2026, unless converted earlier under the terms of the Series D-1 Certificate of Designation. This transaction increases the CEO’s potential future equity exposure through layered conversions from debt to preferred stock and then to common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pershing Edward

(Last) (First) (Middle)

800 S. GAY STREET,

SUITE 1610

(Street)

KNOXVILLE TN 37929

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROVECTUS BIOPHARMACEUTICALS, INC. [ PVCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
8% Unsecured Convertible Promissory Note	$2.862	12/05/2025		A		$75,000		12/05/2025	12/05/2026	Series D-1 Convertible Preferred Stock(1)(2)	26,206	$0	$1,420,000	D

Explanation of Responses:

1. The Reporting Person may voluntarily elect to convert the outstanding principal and interest of the 8% unsecured convertible promissory note (the "Note") at any time while the Note is outstanding into shares of Series D-1 Convertible Preferred Stock, par value $0.001 per share ("Series D-1 Preferred Stock") at a price per share equal to $2.862. The outstanding principal and interest of the Note will automatically convert into shares of Series D-1 Preferred Stock at a price per share equal to $2.862 on the date which is twelve months after the issue date of the Note. The Note was issued pursuant to the Issuer's 2025 Financing.

2. Each share of Series D-1 Preferred Stock is convertible into 10 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"). The Series D-1 Preferred Stock will automatically convert into Common Stock on June 26, 2026, unless earlier converted into Common Stock in accordance with the terms of the Certificate of Designation for the Series D-1 Preferred Stock.

	/s/ Edward Pershing	12/08/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did PVCT disclose for its CEO Edward Pershing?

Edward Pershing, CEO and director of Provectus Biopharmaceuticals, Inc. (PVCT), acquired an 8% unsecured convertible promissory note with an amount of $ 75,000 on 12/05/2025. The note is convertible into Series D-1 Convertible Preferred Stock and ultimately into common stock.

What are the key terms of the 8% unsecured convertible promissory note reported by PVCT?

The note bears 8% and may be voluntarily converted at any time into Series D-1 Convertible Preferred Stock at a conversion price of $ 2.862 per share. The outstanding principal and interest will automatically convert into Series D-1 preferred shares at the same price twelve months after the note’s issue date as part of the company’s 2025 Financing.

How does PVCT’s Series D-1 Convertible Preferred Stock convert into common stock?

Each share of Series D-1 Convertible Preferred Stock is convertible into 10 shares of Provectus common stock. The Series D-1 preferred shares will automatically convert into common stock on June 26, 2026, unless they are converted earlier in line with the Series D-1 Certificate of Designation.

What is the relationship of Edward Pershing to Provectus Biopharmaceuticals (PVCT)?

Edward Pershing is both a director and an officer of Provectus Biopharmaceuticals, Inc., serving as CEO. The reported transaction reflects his personal position in an 8% unsecured convertible promissory note issued by the company.

Is the PVCT convertible note transaction part of a broader financing?

Yes. The explanation states that the 8% unsecured convertible promissory note acquired by Edward Pershing was issued pursuant to Provectus Biopharmaceuticals’ 2025 Financing, indicating it is one element of a larger financing arrangement.

When will the PVCT 8% convertible note and Series D-1 preferred shares automatically convert?

The outstanding principal and interest of the 8% unsecured convertible promissory note will automatically convert into Series D-1 Convertible Preferred Stock at $ 2.862 per share on the date that is twelve months after the note’s issue date. The Series D-1 preferred shares will then automatically convert into common stock on June 26, 2026, unless converted earlier under their terms.