0001493152-23-035952.txt : 20231005
0001493152-23-035952.hdr.sgml : 20231005
20231005120436
ACCESSION NUMBER: 0001493152-23-035952
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220901
FILED AS OF DATE: 20231005
DATE AS OF CHANGE: 20231005
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pershing Edward
CENTRAL INDEX KEY: 0001689739
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36457
FILM NUMBER: 231310401
MAIL ADDRESS:
STREET 1: 2220 SOUTHERLAND AVE
CITY: KNOXVILLE
STATE: TN
ZIP: 37919
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PROVECTUS BIOPHARMACEUTICALS, INC.
CENTRAL INDEX KEY: 0000315545
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 900031917
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 800 S. GAY STREET
STREET 2: SUITE 1610
CITY: KNOXVILLE
STATE: TN
ZIP: 37929
BUSINESS PHONE: (866) 594-5999
MAIL ADDRESS:
STREET 1: 800 S. GAY STREET
STREET 2: SUITE 1610
CITY: KNOXVILLE
STATE: TN
ZIP: 37929
FORMER COMPANY:
FORMER CONFORMED NAME: PROVECTUS PHARMACEUTICALS INC
DATE OF NAME CHANGE: 20020417
FORMER COMPANY:
FORMER CONFORMED NAME: ZAMAGE DIGITAL IMAGING INC
DATE OF NAME CHANGE: 20011126
FORMER COMPANY:
FORMER CONFORMED NAME: SPM GROUP INC
DATE OF NAME CHANGE: 19920703
4
1
ownership.xml
X0508
4
2022-09-01
0
0000315545
PROVECTUS BIOPHARMACEUTICALS, INC.
PVCT
0001689739
Pershing Edward
800 S. GAY STREET, SUITE 1610
KNOXVILLE
TN
37929
1
0
0
0
0
8% Unsecured Convertible Promissory Note
2.862
2022-09-01
4
A
0
100000
100000
A
2022-09-01
2023-09-01
Series D-1 Convertible Preferred Stock
34941
100000
D
8% Unsecured Convertible Promissory Note
2.862
2023-09-01
4
M
0
100000
0
D
2022-09-01
2023-09-01
Series D-1 Convertible Preferred Stock
37760
0
D
8% Unsecured Convertible Promissory Note
2.862
2023-09-23
4
M
0
75000
0
D
2022-09-23
2023-09-23
Series D-1 Convertible Preferred Stock
28320
2127500
D
8% Unsecured Convertible Promissory Note
2.862
2023-09-30
4
M
0
110000
0
D
2022-09-30
2023-09-30
Series D-1 Convertible Preferred Stock
41518
2017500
D
Series D-1 Convertible Preferred Stock
2023-09-01
4
M
0
37760
0
A
2023-09-01
Common Stock
377600
601651
D
Series D-1 Convertible Preferred Stock
2023-09-23
4
M
0
28320
0
A
2023-09-23
Common Stock
283200
629971
D
Series D-1 Convertible Preferred Stock
2023-09-30
4
M
0
41518
0
A
2023-09-30
Common Stock
415180
671489
D
The Reporting Person could have elected to convert the outstanding principal and interest of the 8% unsecured convertible promissory note due 2023 (the "Note") as follows: (i) the Note is convertible 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; (ii) in the event the Issuer conducts a qualified equity financing in the aggregate amount of $20 million, the Note is convertible into the shares of capital stock being issued by the Issuer in such qualified equity financing at the price per share being paid by the investors in such qualified equity financing; and (iii) in the event the Issuer conducts a qualified debt financing with more favorable terms than the Note in the aggregate amount of $20 million, the Note may be exchanged for the debt instrument being issued by the Issuer in such qualified debt financing.
On September 1, 2023, the Note was converted into 37,760 shares of Series D-1 Preferred Stock.
The Reporting Person could have voluntarily elected to convert the outstanding principal and interest of the 8% unsecured convertible promissory note due 2023 (the "2022 Note") at any time while the 2022 Note was outstanding into shares of Series D-1 Convertible Preferred Stock at a price per share equal to $2.862. The outstanding principal and interest of the 2022 Note automatically converted 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 2022 Note. The 2022 Note was issued pursuant to the Issuer's 2022 Financing.
On September 23, 2023, the 2022 Note was converted into 28,320 shares of Series D-1 Preferred Stock.
On September 30, 2023, the 2022 Note was converted into 41,518 shares of Series D-1 Preferred Stock.
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 Convertible Preferred Stock will automatically convert into Common Stock on June 20, 2026, unless earlier converted into Common Stock in accordance with the terms of the Certificate of Designation for the Series D-1 Convertible Preferred Stock.
/s/ Edward Pershing
2023-10-05