| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
PROVECTUS BIOPHARMACEUTICALS, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
800 S. GAY STREET, SUITE 1610, KNOXVILLE,
TENNESSEE
, 37929. |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends and supplements the Statement on Schedule 13D filed by Edward Pershing (the "Reporting Person") with the Securities and Exchange Commission (the "SEC") on July 3, 2024 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on December 6, 2024 ("Amendment No. 1," and together with the Original Schedule 13D and this Amendment No. 2, the "Schedule 13D") with respect to the shares of common stock, par value $0.001 per share ("Common Stock"), of Provectus Biopharmaceuticals, Inc. (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 shall have the meanings set forth in the Original Schedule 13D. This Amendment No. 2 amends Items 3 and 5(a), (b) and (c), as set forth below. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Issuer has issued an aggregate $7,117,500 principal amount of secured convertible promissory notes to the Reporting Person on various dates from April 13, 2018 to November 26, 2025 (the "Notes"). On various dates from April 13, 2018 to October 16, 2025, $5,797,500 principal amount of the Notes plus interest converted into 2,244,807 shares of the Issuer's Series D-1 Convertible Preferred Stock, par value $0.001 per share ("Series D-1 Convertible Preferred Stock") at a conversion price of $2.862 per share in accordance with the terms of the Notes. In addition, on November 22, 2024, the Reporting Person purchased 80,365 shares of Series D-1 Convertible Preferred Stock at a purchase price of $2.862 per share in a private transaction. The 2,423,490 shares of Series D-1 Convertible Preferred Stock held by the Reporting Person are convertible into 24,234,900 shares of Common Stock. The Reporting Person currently hold $1,371,033 aggregate principal amount of Notes that, along with accrued interest, are convertible into 479,047 shares of Series D-1 Convertible Preferred Stock, which are convertible into 4,790,473 shares of Common Stock.
The remainder of the shares of Common Stock held by the Reporting Person were acquired in other market transactions from 2006 to 2016.
The Reporting Person acquired the Issuer securities reported herein using his personal funds, including funds borrowed from a financial institution using a personal line of credit that is not secured by the Issuer securities owned by the Reporting Person. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Paragraph (a) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
As of the date of this Amendment No. 2, the Reporting Person beneficially owns an aggregate of 49,255,894 shares of Common Stock, or 10.56% of the Issuer's outstanding shares of Common Stock. The beneficial ownership percentages used in this Schedule 13D are calculated based on a total of 420,279,879 shares of Common Stock outstanding as of November 26, 2025 plus (i) 24,324,900 shares of Common Stock issuable upon conversion of 2,432,490 shares of Series D-1 Convertible Preferred Stock held by the Reporting Person; (ii) 4,790,470 shares of Common Stock issuable upon conversion of 479,047 shares of Series D-1 Convertible Preferred Stock which are issuable upon conversion of $1,371,033 aggregate principal amount and accrued interest of convertible promissory notes held by the Reporting Person; and (iii) 16,980,144 shares of Common Stock issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days. |
| (b) | Paragraph (b) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Person has sole voting and dispositive power over (i) 176,000 shares of Common Stock owned directly by the Reporting Person, (ii) 2,822,030 shares of Common Stock owned by the Reporting Person through a retirement plan, (iii) 24,324,900 shares of Common Stock issuable upon conversion of 2,432,490 shares of Series D-1 Convertible Preferred Stock held by the Reporting Person, (iv) 4,790,470 shares of Common Stock issuable upon conversion of 479,047 shares of Series D-1 Convertible Preferred Stock which are issuable upon conversion of $1,371,033 aggregate principal amount and accrued interest of convertible promissory notes held by the Reporting Person; and (v) 16,980,144 shares of Common Stock issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days. The Reporting Person has shared voting and dispositive power over 60,600 shares of Common Stock owned by the Reporting Person's spouse, 16,500 shares of Common Stock owned by the Reporting Person's spouse through a retirement plan, 3,750 shares of Common Stock held as custodian for a grandchild, and 81,500 shares of Common Stock owned by Mr. Pershing's Foundation, a nonprofit corporation of which the Reporting Person is an affiliate. |
| (c) | Paragraph (c) of the Schedule 13D is being amended and supplemented by the addition of the following:
The following transactions were effected during the sixty days prior to Amendment No. 2:
On November 26, 2025, the Reporting Person purchased a convertible promissory note from the Issuer in the principal amount of $70,000 pursuant to the Issuer's 2025 Financing.
On November 20, 2025, the Reporting Person purchased a convertible promissory note from the Issuer in the principal amount of $30,000 pursuant to the Issuer's 2025 Financing.
On November 13, 2025, the Reporting Person purchased a convertible promissory note from the Issuer in the principal amount of $30,000 pursuant to the Issuer's 2025 Financing.
On November 06, 2025, the Reporting Person purchased a convertible promissory note from the Issuer in the principal amount of $35,000 pursuant to the Issuer's 2025 Financing.
On October 30, 2025, the Reporting Person purchased a convertible promissory note from the Issuer in the principal amount of $65,000 pursuant to the Issuer's 2025 Financing.
On October 23, 2025, the Reporting Person purchased a convertible promissory note from the Issuer in the principal amount of $20,000 pursuant to the Issuer's 2025 Financing.
On October 16, 2025, a convertible promissory note in the aggregate principal amount of $50,000 held by the Reporting Person automatically converted into 18,880 shares of the Issuer's Series D-1 Convertible Preferred Stock at a conversion price of $2.862 per share in accordance with the terms of the convertible note.
On October 10, 2025, the Reporting Person purchased a convertible promissory note from the Issuer in the principal amount of $60,000 pursuant to the Issuer's 2025 Financing.
On October 03, 2025, the Reporting Person purchased a convertible promissory note from the Issuer in the principal amount of $35,000 pursuant to the Issuer's 2025 Financing. |
