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