UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934 (Amendment No. 1)*
| Provectus
Biopharmaceuticals, Inc. |
| (Name
of Issuer) |
| Common
Stock, par value $0.001 per share |
| (Title
of Class of Securities) |
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) |
December 2, 2024 |
| (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. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
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
| 1 |
NAMES
OF REPORTING PERSONS
|
| Edward
Pershing, CPA |
| 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,
BK |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
| ☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
| U.S.A. |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
|
| 35,700,747(1) |
| 8 |
SHARED
VOTING POWER
|
| 712,350(2) |
| 9 |
SOLE
DISPOSITIVE POWER
|
| 35,700,747(1) |
| 10 |
SHARED
DISPOSITIVE POWER
|
| 712,350(2) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 36,413,097 |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
| ☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 8.03% |
| 14 |
TYPE
OF REPORTING PERSON (See Instructions)
|
| IN |
(1)
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, 8,490,072 shares of common stock issuable upon exercise of stock options that are currently exercisable,
17,200,600 shares of common stock issuable upon conversion of 1,720,060 shares of Series D-1 Convertible Preferred Stock held by the
Reporting Person, and 7,563,445 shares of common stock issuable upon conversion of 756,345 shares of Series D-1 Convertible Preferred
Stock which are issuable upon conversion of $2,164,658 aggregate principal amount and accrued interest of convertible promissory notes
held by the Reporting Person.
(2)
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. P’s Foundation, a nonprofit corporation of which the Reporting Person is an affiliate.
This
Amendment No. 1 (“Amendment No. 1”) amends and supplements the Statement on Schedule 13D filed by Edward Pershing (the “Reporting
Person”) with the Securities and Exchange Commission on July 3, 2024 (the “Original Schedule 13D,” and together with
this Amendment No. 1, 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. 1 shall have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 3, 4 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 $5,797,500 principal amount of secured convertible promissory notes to the Reporting Person on various
dates from April 13, 2018 to October 16, 2024 (the “Notes”). On various dates from April 13, 2018 to November 29, 2024, $4,140,223
principal amount of the Notes plus interest converted into 1,452,012 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 1,720,060 shares of Series D-1 Convertible Preferred
Stock held by the Reporting Person are convertible into 17,200,600 shares of Common Stock. The Reporting Person currently hold $2,164,658
aggregate principal amount of Notes that, along with accrued interest, are convertible into 756,345 shares of Series D-1 Convertible
Preferred Stock, which are convertible into 7,563,445 shares of Common Stock. On December 2, 2024, the Issuer granted the Reporting Person
25,470,215 stock options, of which 8,490,072 stock options are currently exercisable.
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
4. | Purpose
of Transaction |
Item
4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The
Reporting Person acquired the securities for investment purposes. In his capacity as a director and executive officer of the Issuer,
the Reporting Person may have influence over the corporate activities of the Issuer, including activities which may relate to items described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person has purchased convertible notes from the Issuer pursuant
to the Issuer’s financings and intends to continue to purchase convertible notes from the Issuer in its financings. Subject to
the Issuer’s Insider Trading Policy, the Reporting Person may from time to time buy or sell securities of the Issuer as appropriate
for his personal circumstances.
Except
as described herein, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The
Reporting Person may, from time to time, purchase additional securities of the Issuer either in the open market or in privately-negotiated
transactions, depending upon the Reporting Person’s evaluation of the Issuer’s business, prospects and financial condition,
the market for such securities, other opportunities available to the Reporting Person, general economic conditions, stock market conditions
and other factors. Depending upon the factors noted above, the Reporting Person may also decide to hold or dispose of all or part of
his investments in securities of the Issuer.
| Item
5. | Interest
in Securities of the Issuer |
Paragraphs
(a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
| (a) | As
of the date of this Amendment No. 1, the Reporting Person beneficially owns an aggregate
of 35,700,747 shares of Common Stock, or 8.03% 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 11, 2024
plus (i) 17,200,600 shares of Common Stock issuable upon conversion of 1,720,000 shares of
Series D-1 Convertible Preferred Stock held by the Reporting Person; (ii) 7,563,445 shares
of Common Stock issuable upon conversion of 756,345 shares of Series D-1 Convertible Preferred
Stock which are issuable upon conversion of $2,164,658 aggregate principal amount and accrued
interest of convertible promissory notes held by the Reporting Person; and (iii) 8,490,072
shares of Common Stock issuable upon exercise of stock options that are currently exercisable. |
| | |
| (b) | 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) 17,200,600 shares of Common Stock
issuable upon conversion of 1,720,000 shares of Series D-1 Convertible Preferred Stock held
by the Reporting Person, (iv) 7,563,445 shares of Common Stock issuable upon conversion of
756,345 shares of Series D-1 Convertible Preferred Stock which are issuable upon conversion
of $2,164,658 aggregate principal amount and accrued interest of convertible promissory notes
held by the Reporting Person; and (v) 8,490,072 shares of Common Stock issuable upon exercise
of stock options that are currently exercisable. 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. P’s Foundation, a nonprofit corporation of which
the Reporting Person is an affiliate. |
Paragraph
(c) of the Schedule 13D is being amended and supplemented by the addition of the following:
| (c) | The
following transactions were effected during the sixty days prior to Amendment No. 1: |
On
December 2, 2024, the Issuer granted the Reporting Person 25,470,215 stock options. The options vest in three equal annual installments
beginning on December 2, 2024.
On
November 29, 2024, 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
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.
On
October 16, 2024, the Reporting Person purchased a convertible promissory note from the Issuer in the principal amount of $50,000 pursuant
to the Issuer’s 2024 Financing.
| Item
6. | Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
On
December 2, 2024, the Issuer granted the Reporting Person 25,470,215 stock options pursuant to a stock option award agreement.
| Item
7. | Material
to Be Filed as Exhibits |
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.
| December
6, 2024 |
|
| Dated |
|
| |
|
| /s/
Edward Pershing |
|
| Signature |
|
| |
|
| Edward
Pershing, Chairman and CEO |
|
| Name/Title |
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person),
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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