Provectus Biopharmaceuticals (PVCT) 13D/A shows CEO holding 10.56% stake

Rhea-AI Filing Summary

Provectus Biopharmaceuticals, Inc. and major holder Edward Pershing report updated ownership in an Amendment No. 2 to Schedule 13D. As of this amendment, Pershing beneficially owns 49,255,894 shares of common stock, representing 10.56% of Provectus’s outstanding common shares. This total includes common stock held directly and through retirement accounts, shares issuable from stock options exercisable within 60 days, and shares issuable upon conversion of Series D-1 Convertible Preferred Stock and secured convertible promissory notes. The filing also notes that from April 2018 to November 26, 2025, Provectus issued Pershing an aggregate principal amount of $7,117,500 in secured convertible promissory notes, and details multiple note purchases in late 2025 under the company’s 2025 Financing.

Insights

Equity ownership and governance analyst

Pershing’s amended 13D discloses a 10.56% stake and ongoing note financing.

The filing shows that Edward Pershing, Provectus Biopharmaceuticals’ chairman and CEO, beneficially owns 49,255,894 shares of common stock, representing 10.56% of the company’s outstanding common stock as of this amendment. This figure is based on 420,279,879 shares outstanding as of November 26, 2025, plus additional shares issuable to Pershing from options and convertible securities.

His position is heavily tied to derivatives: 16,980,144 shares are issuable upon exercise of stock options exercisable within 60 days, and large blocks are issuable upon conversion of Series D-1 Convertible Preferred Stock, both currently held and issuable upon conversion of secured convertible promissory notes. The filing states that the issuer has issued an aggregate principal amount of $7,117,500 in such notes to Pershing from April 13, 2018 to November 26, 2025, with most already converted into preferred stock.

During the 60 days before Amendment No. 2, Pershing bought several additional convertible notes under Provectus’s 2025 Financing, in principal amounts ranging from $20,000 to $70,000. One $50,000 note automatically converted into 18,880 Series D-1 preferred shares at $2.862 per share. The filing characterizes these investments as funded with Pershing’s personal resources, including a personal line of credit, and does not change control terms but confirms his role as a significant insider holder.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

PROVECTUS BIOPHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

74373P108

(CUSIP Number)

Heather Raines
800 S. Gay Street, Suite 1610,
Knoxville, TN, 37929
(866) 594-5999

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/26/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 74373P108

1

Name of reporting person

Pershing Edward

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 49,093,544.00
8	Shared Voting Power 162,350.00
9	Sole Dispositive Power 49,093,544.00
10	Shared Dispositive Power 162,350.00

11

Aggregate amount beneficially owned by each reporting person

49,255,894.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.56 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Sole voting and dispositive power includes 176,000 shares of common stock owned directly by the Reporting Person, 2,822,030 shares of common stock owned by the Reporting Person through a retirement plan, 16,980,144 shares of common stock issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days, 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, and 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. (2) Shared voting and dispositive power includes 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.

SCHEDULE 13D

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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pershing Edward

Signature:	/s/ Edward Pershing
Name/Title:	Edward Pershing, Chairman and CEO
Date:	12/01/2025

FAQ

What ownership stake in Provectus Biopharmaceuticals (PVCT) does Edward Pershing report in this 13D/A?

The amendment reports that Edward Pershing beneficially owns 49,255,894 shares of common stock, representing 10.56% of Provectus Biopharmaceuticals’ outstanding common stock.

How is Edward Pershing’s 10.56% Provectus (PVCT) ownership stake composed?

Pershing’s stake includes common stock held directly and through a retirement plan, plus shares issuable from 16,980,144 stock options that are currently exercisable or exercisable within 60 days, and shares issuable upon conversion of Series D-1 Convertible Preferred Stock and secured convertible promissory notes.

What convertible securities related to Provectus (PVCT) does Edward Pershing hold?

The filing states Pershing holds 2,432,490 shares of Series D-1 Convertible Preferred Stock (including shares issuable from notes), convertible into 24,324,900 and 4,790,470 common shares respectively, plus secured convertible promissory notes with aggregate principal of $1,371,033 that are themselves convertible into additional Series D-1 shares.

How much has Provectus Biopharmaceuticals issued to Pershing in secured convertible promissory notes?

According to the amendment, Provectus has issued Pershing an aggregate $7,117,500 principal amount of secured convertible promissory notes on various dates from April 13, 2018 to November 26, 2025, much of which has converted into Series D-1 Convertible Preferred Stock.

What recent financing transactions between Provectus (PVCT) and Edward Pershing are disclosed?

During the 60 days before this amendment, Pershing purchased several convertible promissory notes under the company’s 2025 Financing, including principal amounts of $70,000, $65,000, $60,000, $50,000, $35,000, $30,000, and $20,000. A $50,000 note converted into 18,880 Series D-1 preferred shares at $2.862 per share.

How did Edward Pershing fund his investments in Provectus Biopharmaceuticals (PVCT)?

The filing notes that Pershing acquired the reported securities using personal funds, which included funds borrowed from a financial institution through a personal line of credit that is not secured by Provectus securities.

Does this Provectus (PVCT) 13D/A amendment change the nature of control or only update ownership details?

This Amendment No. 2 updates Items 3 and 5 of the prior Schedule 13D, restating the source of funds and detailing Pershing’s beneficial ownership and recent note transactions; it describes his current 10.56% stake but does not introduce new control provisions.