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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PROVECTUS BIOPHARMACEUTICALS, INC. [ PVCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/01/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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 | 09/01/2022 | A | $100,000 | 09/01/2022 | 09/01/2023 | Series D-1 Convertible Preferred Stock(1) | 34,941 | $100,000 | $100,000 | D | ||||
8% Unsecured Convertible Promissory Note | $2.862 | 09/01/2023 | M | $100,000 | 09/01/2022 | 09/01/2023 | Series D-1 Convertible Preferred Stock(1)(2) | 37,760 | $0 | $0 | D | ||||
8% Unsecured Convertible Promissory Note | $2.862 | 09/23/2023 | M | $75,000 | 09/23/2022 | 09/23/2023 | Series D-1 Convertible Preferred Stock(3)(4) | 28,320 | $0 | $2,127,500 | D | ||||
8% Unsecured Convertible Promissory Note | $2.862 | 09/30/2023 | M | $110,000 | 09/30/2022 | 09/30/2023 | Series D-1 Convertible Preferred Stock(3)(5) | 41,518 | $0 | $2,017,500 | D | ||||
Series D-1 Convertible Preferred Stock | (6) | 09/01/2023 | M | 37,760 | 09/01/2023 | (7) | Common Stock | 377,600 | $0 | 601,651 | D | ||||
Series D-1 Convertible Preferred Stock | (6) | 09/23/2023 | M | 28,320 | 09/23/2023 | (7) | Common Stock | 283,200 | $0 | 629,971 | D | ||||
Series D-1 Convertible Preferred Stock | (6) | 09/30/2023 | M | 41,518 | 09/30/2023 | (7) | Common Stock | 415,180 | $0 | 671,489 | D |
Explanation of Responses: |
1. 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. |
2. On September 1, 2023, the Note was converted into 37,760 shares of Series D-1 Preferred Stock. |
3. 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. |
4. On September 23, 2023, the 2022 Note was converted into 28,320 shares of Series D-1 Preferred Stock. |
5. On September 30, 2023, the 2022 Note was converted into 41,518 shares of Series D-1 Preferred Stock. |
6. 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"). |
7. 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 | 10/05/2023 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |