Provectus Insider Deal: $35,000 8% Note Converts to 122,300 Shares

Rhea-AI Filing Summary

Insider transaction summary: The company's CEO and a director, Edward Pershing, acquired an 8% unsecured convertible promissory note with a principal amount of $35,000 issued under the issuer's 2025 financing, which is convertible at $2.862 per share into Series D-1 Convertible Preferred Stock. The note may be voluntarily converted at any time while outstanding and will automatically convert into Series D-1 Preferred Stock one year after issuance. Each Series D-1 Preferred share converts into 10 shares of common stock, and the reported Series D-1 Preferred position equals 12,230 shares (effectively 122,300 common shares if converted). The Series D-1 Preferred will automatically convert into common on the specified conversion date absent earlier conversion.

Insights

Financial Analyst

TL;DR: Insider acquired a small convertible note that can convert into preferred stock and ultimately common shares, implying potential dilution but limited immediate cash impact.

The transaction shows the CEO participating in the issuer's 2025 financing via an $35,000 8% unsecured convertible promissory note convertible at $2.862 into Series D-1 Preferred. The preferred position reported is 12,230 shares, which equates to 122,300 common shares upon full conversion under the stated 10:1 ratio. For investors, the immediate cash infusion is modest relative to typical market caps, but the built-in conversion mechanics create a quantifiable near-term dilution event if conversions occur as specified.

Corporate Governance Expert

TL;DR: CEO ownership via convertible note aligns management with the company but creates predefined dilutive securities that investors should track.

The filing identifies Edward Pershing as both CEO and a director and discloses an unsecured convertible note that converts into Series D-1 Preferred, which itself converts into common stock. This structure aligns the reporting person's economic exposure with equity performance while creating contingent securities that will convert automatically per the instrument terms. Governance considerations include monitoring related-party terms and the pace of any voluntary conversions to assess dilution timing.

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).

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)
09/18/2025

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	09/18/2025		A		$35,000		09/18/2025	09/18/2026	Series D-1 Convertible Preferred Stock(1)(2)	12,230	$0	$1,325,000	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	09/19/2025
	** 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).
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FAQ

What security did PVCT's CEO acquire?

The CEO acquired an 8% unsecured convertible promissory note with a principal amount of $35,000.

At what price does the note convert into preferred stock for PVCT?

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

How many Series D-1 Preferred shares were reported and how do they convert to common for PVCT?

The filing reports 12,230 Series D-1 Preferred shares; each preferred share converts into 10 common shares, equating to 122,300 common shares if fully converted.

Will the convertible preferred automatically convert to common stock?

Yes, the Series D-1 Preferred Stock will automatically convert into common stock on the specified conversion date unless converted earlier under the Certificate of Designation.

Is the convertible note secured or unsecured for PVCT?

The filing states the note is unsecured.