Provectus (PVCT) Insider Files Form 4 for Convertible Note and Preferred Shares

Rhea-AI Filing Summary

Edward Pershing, CEO and Director of Provectus Biopharmaceuticals (PVCT), reported a transaction dated 09/11/2025. He acquired an 8% unsecured convertible promissory note with a principal amount of $35,000 that is convertible into Series D-1 Convertible Preferred Stock at a conversion price of $2.862 per share. Following the reported transaction he beneficially owns 12,230 shares of Series D-1 Preferred Stock. Each Series D-1 Preferred share is convertible into 10 shares of common stock, and the Series D-1 Preferred will automatically convert into common stock on June 26, 2026 unless converted earlier. The Note will automatically convert into Series D-1 Preferred twelve months after issuance if not voluntarily converted earlier.

Positive

• Insider acquisition recorded: CEO/Director acquired an 8% convertible promissory note for $35,000 on 09/11/2025
• Preferred position established: Reporting person beneficially owns 12,230 shares of Series D-1 Preferred Stock
• Clear conversion terms: Note converts at $2.862 per Series D-1 Preferred share and each preferred converts into 10 common shares

Negative

• Potential dilution: Series D-1 Preferred automatically converts into common stock on June 26, 2026, which could increase outstanding common shares
• Future issuance pathway: The note will automatically convert into Series D-1 Preferred after 12 months if not converted earlier, creating further potential equity issuance

Insights

Financial Analyst

TL;DR: Insider acquired a convertible note that creates potential future share issuance and adds preferred holdings.

The filing shows an insider acquisition of an 8% unsecured convertible promissory note for $35,000 on 09/11/2025 that is convertible into Series D-1 Preferred Stock at $2.862 per share. After the reported transaction the reporting person beneficially owns 12,230 Series D-1 Preferred shares, each convertible into 10 common shares; the Series D-1 converts automatically on June 26, 2026. This transaction establishes a pathway to future common shares issuance and changes the insider's exposure to the company through preferred-equity instruments rather than immediate common-stock trades.

Corporate Governance Expert

TL;DR: CEO/Director’s note conversion increases insider holdings in preferred equity with scheduled automatic conversion dates.

The Form 4 discloses that Edward Pershing, serving as both CEO and a director, acquired a convertible promissory note that converts into Series D-1 Preferred Stock and that those preferred shares carry conversion mechanics into common stock (10:1). Key governance points: the holder has voluntary conversion rights while the note is outstanding and there are automatic conversion triggers (note at 12 months; preferred on June 26, 2026). This creates potential future changes in share class composition and insider ownership structure that are disclosed here as required under Section 16.

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)
09/11/2025

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	09/11/2025		A		$35,000		09/11/2025	09/11/2026	Series D-1 Convertible Preferred Stock(1)(2)	12,230	$0	$1,290,000	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	09/12/2025
	** 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.

FAQ

What transaction did Edward Pershing report on Form 4 for PVCT?

He reported acquiring an 8% unsecured convertible promissory note for $35,000 on 09/11/2025, convertible into Series D-1 Preferred Stock.

How many Series D-1 Preferred shares does the reporting person beneficially own?

The Form 4 shows beneficial ownership of 12,230 shares of Series D-1 Convertible Preferred Stock following the transaction.

At what price does the note convert into Series D-1 Preferred Stock?

The note converts into Series D-1 Preferred Stock at a price per share of $2.862.

What are the conversion terms from Series D-1 Preferred to common stock?

Each Series D-1 Preferred share is convertible into 10 shares of common stock, and the Series D-1 will automatically convert into common on June 26, 2026 unless converted earlier.

When will the promissory note automatically convert if not voluntarily converted?

The note will automatically convert into Series D-1 Preferred Stock twelve months after the issue date of the note.