PROVECTUS BIOPHARMACEUTICALS, INC.

1. Business Organization, Nature of Operations and Basis of Presentation

Provectus Biopharmaceuticals, Inc., a Delaware corporation (together with its subsidiaries, “Provectus” or “the Company”), is a clinical-stage biotechnology company developing immunotherapy medicines for different diseases. Our drug product candidates are based on bioactive, synthetic, small molecule rose bengal sodium (“RBS”), which is a member of a class of molecules called halogenated xanthenes (“HXs”).

The Company’s proprietary, patented, pharmaceutical-grade RBS is the active pharmaceutical ingredient (“API”) in all our clinical development and non-clinical research programs. The Company is the first entity to advance RBS into clinical trials for the treatment of disease. The Company is also the first entity, and currently the only one, to date to make pharmaceutical-grade RBS API consistently at a purity of nearly 100%.

RBS can be delivered by different routes of administration. RBS may concurrently display stimulatory and inhibitory effects and may target disease in a bifunctional multi-modal manner. Direct contact by RBS with disease may lead to cell death or repair by one or more targeting mechanisms, depending on the disease being treated and the concentration of RBS being utilized in the formulation. Multivariate innate and adaptive immune activation, signaling, and response may follow.

The Company’s RBS drug platform and pipeline comprise drug product candidates and non-clinical formulations that use different amounts of RBS and are delivered by different routes of administration specific to each disease area, including:

Risks and Uncertainties

The Company’s activities are subject to significant risks and uncertainties, including failing to successfully develop and license or commercialize the Company’s prescription drug candidates.

Changes in U.S. Trade Policies Could Adversely Affect Our Operations

Ongoing uncertainty around U.S. trade policies, tariffs, and international agreements may impact the cost and availability of materials, supplies, and equipment used in our operations or those of our partners. Any disruptions or increased costs resulting from these changes could negatively affect our business, financial condition, results of operations, and the market price of our common stock.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information pursuant to Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be reviewed in conjunction with the Company’s audited consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

2. Liquidity and Going Concern

To date, the Company has not generated any revenues or profits from planned principal operations.

The Company’s cash was $72,479 at September 30, 2025. The Company’s working capital deficit was $6,193,668 and $5,998,712 as of September 30, 2025 and December 31, 2024, respectively, net loss for the nine months ended September 30, 2025 and 2024 was $4,265,809 and $2,365,241, respectively, and cash used in operations was $2,456,438 and $2,372,083 for the nine months ended September 30, 2025 and 2024, respectively. The Company continues to incur significant operating losses. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company’s business plan and develop and market its products. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these unaudited condensed consolidated financial statements are issued. Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to develop PV-10, PH-10, and/or any other HX-based drug products, and to raise additional capital.

The Company plans to access capital resources through possible public or private equity offerings, including the 2025 Financing (see Note 5), exchange offers, debt financings, corporate collaborations, or other means. In addition, the Company continues to explore opportunities to strategically monetize its clinical-stage drug candidates, PV-10, PH-10, and PV-305 through potential co-development and licensing transactions, although there can be no assurance that the Company will be successful with such plans. The Company has historically been able to raise capital through equity offerings, although there can be no assurance that it will continue to be successful in the future. If the Company is unable to raise sufficient capital, it will not be able to pay its obligations as they become due.

The primary business objective of management is to build the Company into a commercial-stage biotechnology company; however, we cannot assure you that management will be successful in implementing the Company’s business plan of developing, licensing, and/or commercializing our prescription drug candidates. Moreover, even if we are successful in improving our current cash flow position, we nonetheless plan to seek additional funds to meet our current and long-term requirements in 2025 and beyond. We anticipate that these funds will otherwise come from the proceeds of private placement transactions, including the 2025 Financing, exercise of outstanding stock options, or public offerings of debt or equity securities. While we believe that we have a reasonable basis for our expectation that we will be able to raise additional funds, we cannot assure you that we will be able to complete additional financing in a timely manner. In addition, any such financing may result in significant dilution to stockholders.

As of September 30, 2025, cash requirements for our current liabilities include approximately $4,049,213 for accounts payable and other accrued expenses (including lease liabilities) and $105,860 for a note payable related to our financing of our commercial insurance policies and purchased insurance. Principal and interest in the aggregate amount of $2,316,583 owed in connection with 2021, 2024, and 2025 Notes convert automatically to preferred stock at maturity and are only subject to repayment in the event of a change of control or event of default. The Company intends to meet its cash requirements from its current cash balance and from future financing.

The aforementioned factors indicate that management’s plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.

Our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate our continuation as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values.

3. Significant Accounting Policies

Since the date the Company’s December 31, 2024 consolidated financial statements were issued in its 2024 Annual Report on March 28, 2025, there have been no material changes to the Company’s significant accounting policies.

Basis of Presentation

The condensed consolidated financial statements include the consolidated results of Provectus, its wholly owned subsidiaries, and its majority-owned subsidiary, VisiRose (see Note 12). The interests of non-controlling shareholders in VisiRose are presented as net loss attributable to noncontrolling interest in the condensed consolidated statements of operations and as noncontrolling interest in the condensed consolidated balance sheets. Intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, stock-based compensation, accrued liabilities and the valuation allowance related to the Company’s deferred tax assets.

Restricted Cash

Restricted cash consists of a grant award received from the State of Tennessee. Restricted cash available as of September 30, 2025 and December 31, 2024 is $0 and $182,284, respectively.

Cash Concentrations

Cash and restricted cash are maintained at financial institutions and, at times, balances may exceed federally insured limits of $250,000, although the Company seeks to minimize this through treasury management. The Company has never experienced any losses related to these balances although no assurance can be provided that it will not experience any losses in the future. As of September 30, 2025 and December 31, 2024, the Company had cash and restricted cash balances in excess of FDIC insurance limits of $0 and $239,726, respectively.

Equipment and Furnishings, net

Equipment and furnishings are stated at cost less accumulated depreciation. Depreciation of equipment is provided for using the straight-line method over the estimated useful lives of the assets. Computers and office equipment are being depreciated over five years; furniture and fixtures are being depreciated overten years. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term. Maintenance and repairs are charged to operations as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets.

Long-Lived Assets

The Company reviews the carrying values of its long-lived assets for possible impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable. Any long-lived assets held for disposal are reported at the lower of their carrying amounts or fair value less cost to sell. Management has determined there to beno impairment of the Company’s long-lived assets during the nine months ended September 30, 2025 and 2024.

Grant Revenue

Grant revenue is recognized when qualifying costs are incurred and there is reasonable assurance that the conditions of the grant have been met. Cash received from grants in advance of incurring qualifying costs is recorded as unearned grant revenue and recognized as grant revenue when qualifying costs are incurred.

Research and Development

Research and development costs are charged to expense when incurred. An allocation of payroll expenses to research and development is made based on a percentage estimate of time spent. The research and development costs include the following: payroll, consulting and contract labor, lab supplies and pharmaceutical preparations, insurance, rent and utilities, and depreciation and amortization.

Patent Costs

The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the accompanying condensed consolidated statements of operations.

Leases

The Company leases properties under operating leases. The Company recognizes a liability to make lease payments, the “lease liability”, and an asset representing the right to use the underlying asset during the lease term, the “right-of-use asset” upon the commencement of a lease. The lease liability is measured at the present value of the remaining lease payments, discounted at the Company’s incremental borrowing rate. The right-of-use asset is measured at the amount of the lease liability adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, any unamortized initial direct costs, and any impairment of the right-of-use-asset. Operating lease expense consists of a single lease cost calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis, variable lease payments not included in the lease liability, and any impairment of the right-of-use asset.

Convertible Instruments

The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with ASC Topic 815:Derivatives and Hedging. The accounting treatment of derivative financial instruments requires that the Company record qualifying embedded conversion options and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income, or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Embedded conversion options classified as derivative liabilities, and any related equity classified freestanding instruments are recorded as a discount to the host instrument.

Preferred Stock

The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as equity.

Basic and Diluted Loss Per Common Share

Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

Stock-Based Compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and then is recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The Company computes the fair value of equity-classified options granted using the Black-Scholes option pricing model. Option valuation models require the input of highly subjective assumptions including the expected volatility factor of the market price of the Company’s common stock which is determined by reviewing its historical public market closing prices.

Segment

The Company hasone operating and reporting segment (namely, clinical stage biotechnology), namely, for the development of immunotherapy medicines. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker (“CODM”), who is the Company’s chief executive officer, utilizes the Company’s financial information on a consolidated basis for purposes of making operating decisions, allocating resources and assessing financial performance, as well as for making strategic operations decisions and managing the organization. The CODM is not regularly provided with disaggregated expense information, other than the expense information included in the condensed consolidated statements of operations and comprehensive loss. The measure of segment assets is reported on the condensed balance sheet as total assets.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023-09 are effective for the Company for annual periods beginning after December 15, 2024, with early adoption permitted. The Company expects that additional income tax disclosures will be required upon adoption of ASU 2023-09.

In November 2024, the FASB issued ASU 2024-03,Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures. ASU 2024-03 is intended to improve disclosures about a public business entity’s expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in this ASU will be applied retrospectively and are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of implementing this guidance.

In November 2024, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (‘ASU”) 2024-04,Debt-Debt with Conversions and Other Options. ASU 2024-04 is intended to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its financial statements.

4. Other Accrued Expenses

The following table summarizes the other accrued expenses at September 30, 2025 and December 31, 2024:

5. Convertible Notes Payable

The following summarizes convertible notes payable activity during the nine months ended September 30, 2025:

The 2021 Notes, 2022 Notes, 2024 Notes and 2025 Notes, are together, the “Convertible Notes”. The embedded conversion options associated with the Convertible Notes do not require bifurcation and treatment as a derivative liability.

Related party investors in the Company’s convertible notes consist of an officer and an officer/director of the Company.

2025 Financing Note

On January 15, 2025, the Board approved a Financing Term Sheet (the “2025 Term Sheet”), which set forth the terms under which the Company will use its best efforts to arrange for financing of a maximum of $10,000,000 (the “2025 Financing”), which amounts will be obtained in several tranches.

Pursuant to the 2025 Term Sheet, the 2025 Notes (defined below) will convert into shares of the Company’s Series D-1 Preferred Stock twelve months after the issue date of a 2025 Note.

The 2025 Financing will be in the form of unsecured convertible loans from the investors (the “2025 Note Investors”) and evidenced by convertible promissory notes (individually, a “2025 Note” and collectively, the “2025 Notes”). In addition to customary provisions, the 2025 Notes will contain the following provisions:

During the three months ended September 30, 2025, the Company received 2025 Notes proceeds in the aggregate amount of $530,000, of which $400,000 was from non-related parties and $130,000 was from an officer and director of the Company. During the nine months ended September 30, 2025, the Company received 2025 Notes proceeds in the aggregate amount of $1,525,000, of which $550,000 was from non-related parties and $975,000 was from an officer and director of the Company.

As of September 30, 2025, principal and interest in the amount of $1,525,000 and $44,106, respectively, remains outstanding on the 2025 Notes. For the three months ended September 30, 2025, the Company recorded interest expense of $5,466, related to the 2025 Notes. For the nine months ended September 30, 2025, the Company recorded interest expense of $44,106, related to the 2025 Notes.

2024 Financing

On January 15, 2025, the Board approved the closure of the 2024 Financing.

During the nine months ended September 30, 2025, principal and interest in the aggregate amount of $718,565, owed in connection with the 2024 Notes were converted into 251,075 shares of Series D-1 Preferred Stock at the Conversion Price of $2.862 per share. Any fractional shares issuable pursuant to the formula were rounded up to the next whole share of Series D-1 Preferred Stock. See Note 9, Stockholders’ Deficit for additional information on the Series D-1 Preferred Stock.

As of September 30, 2025, principal and interest in the amount of $550,000 and $40,033, respectively, remains outstanding on the 2024 Notes. The outstanding principal amount and interest payable under the 2024 Notes will automatically convert into shares of the Company’s Series D-1 Preferred Stock twelve (12) months after the issue date of a 2024 Note. Each share of Series D-1 Preferred Stock is convertible into ten (10) shares of the Company’s Common Stock.

2022 Financing

On July 11, 2024, the Board approved the closure of the 2022 Financing.

During the nine months ended September 30, 2025, principal and interest in the aggregate amount of $1,770,603, owed in connection with the 2022 Notes were converted into 618,340 shares of Series D-1 Preferred Stock at the Conversion Price of $2.862 per share. Any fractional shares issuable pursuant to the formula were rounded up to the next whole share of Series D-1 Preferred Stock. See Note 9, Stockholders’ Deficit for additional information on the Series D-1 Preferred Stock.

As of September 30, 2025, there is no principal or interest outstanding in connection with the 2022 Notes.

2021 Financing

On September 20, 2022, the Board approved the closure of the 2021 Financing.

As of September 30, 2025, principal and interest in the amount of $100,000 and $57,444, respectively, remains outstanding on the 2021 Note.

Interest Expense on Convertible Notes Payable

During the three months ended September 30, 2025, the Company incurred an aggregate of $46,937 in interest expense on outstanding 2021, 2024, and 2025 Notes. During the three months ended September 30, 2024, the Company incurred an aggregate of $55,193 in interest expense on outstanding 2021, 2022 and 2024 Notes. No 2025 Notes were outstanding during the three months ended September 30, 2024.

During the nine months ended September 30, 2025, the Company incurred an aggregate of $155,065 in interest expense on outstanding 2021, 2022, 2024, and 2025 Notes. During the nine months ended September 30, 2024, the Company incurred an aggregate of $166,327 in interest expense on outstanding 2021, 2022 and 2024 Notes. No 2025 Notes were outstanding during the nine months ended September 30, 2024.

As of September 30, 2025 and December 31, 2024, aggregate interest accrued on the Convertible Notes was $141,583 and $172,687, respectively.

6. Notes Payable

The Company obtained financing for our commercial insurance policies and purchased software. As of September 30, 2025 and December 31, 2024, the balance of the Notes payable was $129,481 and $206,463, respectively.

7. Related Party Transactions

During the nine months ended September 30, 2025 and 2024, the Company incurred consulting fees of $0 and $63,600, respectively, for services rendered by Bruce Horowitz (Capital Strategists) a former member of the Board and former Chief Operating Officer (“COO”). As of March 25, 2024, Mr. Horowitz resigned as COO and member of the Board. On March 26, 2024, the Company paid Mr. Horowitz $250,000 and on September 27, 2024, the Company paid $258,000 for outstanding consulting fees.

Directors’ fees for Mr. Horowitz for the nine months ended September 30, 2025 and 2024 were $0 and $18,750, respectively. Mr. Horowitz waived the amount of $450,000 due to him in directors’ fees upon his resignation.

See Note 5 for details of other related party transactions.

Directors’ fees incurred during the three months ended September 30, 2025 and 2024, were $77,500 and $77,500, respectively. Directors’ fees incurred during the nine months ended September 30, 2025 and 2024, were $232,500 and $(198,750) which represents $251,250 offset by the $(450,000) which was waived, respectively. Accrued directors’ fees as of September 30, 2025 and December 31, 2024 were $310,000 and $77,500, respectively.

8. Prepaid Expenses and Other Current Assets

The following table summarizes the prepaid expenses and other current assets at September 30, 2025 and December 31, 2024:

Other current assets at December 31, 2024 represents a refund due from the University of Tennessee College of Veterinary Medicine upon termination of contract which was received on February 19, 2025.

9. Stockholders’ Deficit

Preferred Stock

During the three months ended September 30, 2025, the Company issued 251,075 shares of Series D-1 Convertible Preferred Stock upon the conversion of $665,000 of principal and $53,565 of accrued interest outstanding on the 2024 Notes.

During the nine months ended September 30, 2025, the Company issued 869,415 shares of Series D-1 Convertible Preferred Stock upon the conversion of $2,303,000 of principal and $186,168 of accrued interest outstanding on the 2022 and 2024 Notes.

On September 21, 2024, the Company issued 1,143,626 shares of Series D-1 Preferred Stock to Dominic Rodrigues (a Company officer and director) upon his forfeiture of 11,416,242 shares of Series D Preferred Stock.

Number of Preferred Shares

On September 24, 2024, the Company filed an amended Series D Certificate of Designation to decrease the authorized shares from 12,374,000 to 957,100 shares of Series D Convertible Preferred Stock. The Series D-1 Certificate of Designation was also amended to increase the authorized shares from 9,441,000 to 23,042,900 shares of Series D-1 Convertible Preferred Stock.

See Note 15 for details on issuances of 2025 Notes subsequent to September 30, 2025.

Stock Options

On April 1, 2025, the Company granted 5-year options for the purchase of 480,000 shares of the Company’s common stock at an exercise price of $.30 to a consultant (the “Consultant Options”). The Consultant Options had a grant date value of $13,876 andvest 25% at date of grant, and 25% on the first day of each quarter following the date of grant.

The grant date value of the stock options was calculated using the Black Sholes valuation model with the following assumptions:

No stock options were exercised during the three and nine months ended September 30, 2025 or the three and nine months ended September 30, 2024.

The following table summarizes stock option activities during the nine months ended September 30, 2025:

The following table summarizes information about outstanding and exercisable options at September 30, 2025:

During the three and nine months ended September 30, 2025 and 2024, the Company recognized stock-based compensation expense of $312,775 and $949,405, respectively, in connection with the amortization of stock options, of which $13,738 and $40,470, respectively, is included in research and development expense and $299,037 and $909,475, respectively, is included in general and administrative expense (classified in the same manner as the grantee’s wage compensation).

As of September 30, 2025, there was $1,543,383 of unrecognized stock-based compensation related to the above stock options, which will be recognized over the weighted average remaining vesting period of 1.17 years.

10. Leases

On June 18, 2022, the Company leased 2,700 square feet of corporate office space in Knoxville, Tennessee through an operating lease agreement for a term ofthree years ending on June 30, 2025. The monthly base rent ranged from $4,053 to $4,278 over the initial term of the lease.

On April 24, 2025, the Company entered into the first amendment to its operating lease agreement, extending the lease term by an additional three years through June 30, 2028. Pursuant to the amendment, monthly base rent will range from $4,391 to $4,616 over the extended term.

Total operating lease expense for the three months ended September 30, 2025 was $13,510, of which $9,007 was included within research and development and $4,503 was included within general and administrative expenses on the condensed consolidated statements of operations. Total operating lease expense for the three months ended September 30, 2024 was $12,842 of which $8,561 was included within research and development and $4,281 was included within general and administrative expenses on the condensed consolidated statements of operations.

Total operating lease expense for the nine months ended September 30, 2025 was $38,404, of which $25,603 was included within research and development and $12,801 was included within general and administrative expenses on the condensed consolidated statements of operations. Total operating lease expense for the nine months ended September 30, 2024 was $38,686 of which $25,791 was included within research and development and $12,895 was included within general and administrative expenses on the condensed consolidated statements of operations.

A summary of the Company’s right-of-use assets and liabilities is as follows:

Future minimum payments under the Company’s non-cancellable lease obligations as of September 30, 2025 were as follows:

Future Minimum Payments

11. Grants

On October 25, 2021, the Company received a grant award of $2,500,000 from the State of Tennessee for the study of animal cancers and dermatological disorders for the period October 15, 2021 to June 30, 2022 (the “Tennessee Grant” or “Grant”). The Tennessee Grant was pre-funded; therefore, the funds did not need to be used in full by June 30, 2022. The Tennessee Grant was provided as reimbursement of research and development expenses related to the development of animal health drug products. The Company has elected gross presentation of the Tennessee Grant income earned and the related research and development expenses, with Tennessee Grant income presented as grant revenue in the period in which it is earned, and qualifying costs presented as research and development expenses included in the Company’s statement of operations in the period that such costs are incurred. As of September 30, 2025 and December 31, 2024, the Company recorded $0 and $336,108, respectively, as unearned grant revenue liability on the accompanying condensed consolidated balance sheets. The Company recorded grant revenue of $0 and $336,108 during the three and nine months ended September 30, 2025, respectively, and $109,745 and $602,808 during the three and nine months ended September 30, 2024, respectively. All grant revenue related to the Tennessee Grant was recognized through June 30, 2025. No additional revenue will be recognized for expenses incurred in connection with the Tennessee Grant.

12. License Transactions

VisiRose

On January 3, 2025, the Company’s majority-owned subsidiary, VisiRose, received investments totaling $700,000 in exchange for the issuance of 3,694 shares of VisiRose common stock. In accordance with the licensing agreement between the Company and the University of Miami, VisiRose also issued an additional 188 shares of common stock to the University of Miami to maintain the University’s 5% ownership interest.

As of September 30, 2025, Provectus holds a majority ownership interest in its subsidiary, VisiRose, with a 90% stake, while the University of Miami retains a 5.0% ownership interest, and two additional investors each hold approximately 2.5%. In accordance with U.S. Generally Accepted Accounting Principles (GAAP), the Company consolidates VisiRose’s financial results within its condensed consolidated financial statements.

During the three and nine months ended September 30, 2025, the Company recorded a net loss attributable to VisiRose noncontrolling interest of $12,348 and $71,503, respectively, reflecting the noncontrolling interests’ proportionate share of the VisiRose losses.

13. Commitments, Contingencies and Litigation

The Company may, from time to time, be involved in litigation arising in the ordinary course of business which may be expected to be covered by insurance. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

14. Segment Reporting

The Company’s only segment is Clinical Stage Biotechnology. The CODM reviews profit and loss information on a consolidated basis in order to assess performance and make decisions about the allocation of operating and capital resources.

The following table presents disaggregated financial information with respect to the Company’s Clinical Stage Biotechnology segment for the three and nine months ended September 30, 2025 and 2024, respectively:

Other general and administrative expenses primarily include costs associated with office expenses, bank charges, computer-related expenses, dues and subscriptions, and taxes. These expenses are incurred as part of the day-to-day operations and general administration of the Company’s segments.

15. Subsequent Events

The Company has evaluated events that have occurred after the balance sheet and through the date the condensed consolidated financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below:

Convertible Notes Payable

Subsequent to September 30, 2025, the Company entered into 2025 Notes in the aggregate amount of $445,000, of which $230,000 was from a non-related party investor and $215,000 was from an officer and director of the Company.

Series D-1 Preferred Stock

Subsequent to September 30, 2025, principal and interest in the aggregate amount of $486,300, owed in connection with 2024 Notes was converted into 169,917 shares of Series D-1 Preferred Stock at the Conversion Price of $2.862. Any fractional shares issuable pursuant to the formula were rounded up to the next whole share of Series D-1 Preferred Stock.

VisiRose

Subsequent to September 30, 2025, the Company’s majority-owned subsidiary, VisiRose, received investments totaling $150,000 in exchange for the issuance of 792 shares of VisiRose common stock. In accordance with the licensing agreement, VisiRose also issued an additional 40 shares of common stock to the University of Miami to maintain the University’s 5% ownership interest.