PVCT CEO awarded 8% convertible note linked to equity
PROVECTUS BIOPHARMACEUTICALS, INC.
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Form Type
4
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
Grant/Award: 0 shares
Grant/Award
1 txn
Insider
Pershing Edward
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | 8% Unsecured Convertible Promissory Note | 0 | $0.00 | $0.00 |
Holdings After Transaction:
8% Unsecured Convertible Promissory Note — 0 contracts (Direct)
Footnotes (2)
- F1. 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.
- F2. 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
