PVCT (PVCT) CEO Edward Pershing granted 8% convertible note tied to future equity

Rhea-AI Filing Summary

PROVECTUS BIOPHARMACEUTICALS, INC. CEO Edward Pershing reported receiving an 8% unsecured convertible promissory note as a derivative award. The note can be converted into Series D-1 Convertible Preferred Stock at a price of $2.862 per preferred share, with 5,242 preferred shares issuable on conversion. The note’s principal and interest will automatically convert into Series D-1 Preferred Stock twelve months after its issue date. Each Series D-1 Preferred share is itself convertible into 10 shares of common stock and will automatically convert into common stock on December 31, 2028, unless converted earlier under its terms.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pershing Edward

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	8% Unsecured Convertible Promissory Note	0	$0.00	--

Holdings After Transaction: 8% Unsecured Convertible Promissory Note — 0 shares (Direct, null)

Footnotes (1)

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. 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 December 31, 2028, unless earlier converted into Common Stock in accordance with the terms of the Certificate of Designation for the Series D-1 Preferred Stock.

Key Figures

Interest rate: 8% annual interest Conversion price to preferred: $2.862 per Series D-1 share Underlying preferred shares: 5,242 Series D-1 shares +4 more

7 metrics

Interest rate 8% annual interest Unsecured convertible promissory note held by CEO

Conversion price to preferred $2.862 per Series D-1 share Price for converting note principal and interest into preferred stock

Underlying preferred shares 5,242 Series D-1 shares Shares of Series D-1 Convertible Preferred Stock underlying the note

Implied common shares 52,420 common shares Each Series D-1 share converts into 10 common shares

Note automatic conversion date 12 months after issue date Principal and interest automatically convert into Series D-1 Preferred Stock

Preferred automatic common conversion December 31, 2028 Series D-1 Preferred Stock automatically converts into common stock unless converted earlier

Note expiration date May 28, 2027 Expiration of the 8% unsecured convertible promissory note

Key Terms

8% Unsecured Convertible Promissory Note, Series D-1 Convertible Preferred Stock, 2025 Financing, Certificate of Designation

4 terms

8% Unsecured Convertible Promissory Note financial

"The Reporting Person may voluntarily elect to convert the outstanding principal and interest of the 8% unsecured convertible promissory note"

Series D-1 Convertible Preferred Stock financial

"into shares of Series D-1 Convertible Preferred Stock, par value $0.001 per share"

2025 Financing financial

"The Note was issued pursuant to the Issuer's 2025 Financing."

Certificate of Designation regulatory

"in accordance with the terms of the Certificate of Designation for the Series D-1 Preferred Stock."

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 TENNESSEE 37929

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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

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

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

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	05/28/2026		A		$15,000		05/28/2026	05/28/2027	Series D-1 Convertible Preferred Stock(1)(2)	5,242	$0	$885,000	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 December 31, 2028, 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	05/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did PVCT CEO Edward Pershing report on this Form 4?

Edward Pershing reported receiving an 8% unsecured convertible promissory note as a derivative award. The note is not an open-market stock purchase or sale, but a compensation-related acquisition that can later convert into preferred and then common shares under defined terms.

How does the 8% unsecured convertible promissory note for PVCT convert into equity?

The note may be converted by Edward Pershing into Series D-1 Convertible Preferred Stock at $2.862 per share. If not converted earlier, its principal and interest automatically convert into Series D-1 Preferred Stock twelve months after the note’s issue date under the stated terms.

What equity could Edward Pershing ultimately receive from this PVCT note award?

The note is currently linked to 5,242 shares of Series D-1 Convertible Preferred Stock. Each Series D-1 share is convertible into 10 common shares, meaning the award could represent 52,420 common shares if fully converted through both preferred and common stock conversion steps.

When will the PVCT Series D-1 Convertible Preferred Stock convert into common shares?

Each share of Series D-1 Convertible Preferred Stock automatically converts into common stock on December 31, 2028, unless it is converted into common stock earlier. This sets a defined timeline for when the preferred shares become common shares if they remain outstanding.

Is Edward Pershing’s PVCT Form 4 transaction a market buy or sell of common stock?

No, the transaction is classified as a grant or award acquisition of a derivative security, not an open-market trade. It involves an 8% unsecured convertible promissory note that may later turn into preferred and then common shares under the specified conversion terms.