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PROVECTUS BIOPHARMACEUTICALS, INC.

For the period ended Dec 31, 2025. Filed Mar 26, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 26, 2026

PVCT$0.07+3.6%Stored close · as of Jun 30, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-03-28.

0001641172-25-000993

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-26.

0001493152-26-012726

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 63 previous paragraphs and 64 current paragraphs.

50 unchanged; 11 reworded; 3 added; 2 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

Research and development expenses decreased by $153,387, or 7.5%, to $1,897,276 for the year ended December 31, 2025, from $2,050,663 for the year ended December 31, 2024. The decrease was primarily attributable to lower clinical trial and research-related costs following the closure of certain studies. The decrease was also driven by reduced depreciation expense as certain assets became fully depreciated during the period. In addition, insurance expense declined as a result of a change in insurance carriers, and facility-related costs, including rent and utilities, were lower compared to the prior year and write-off of old accounts payable. These decreases were partially offset by higher stock-based compensation expense and increased payroll-related costs.

Current report

General and administrative expenses increased by $634,736, or 20.5%, to $3,733,597 for the year ended December 31, 2025, from $3,098,861 for the year ended December 31, 2024. The increase in general and administrative expenses was primarily attributable to higher directors’ fees resulting from the reversal of previously waived director fees for Mr. Horowitz following his resignation on March 25, 2024, as well as increased payroll-related expenses associated with the appointment of new officers in April 2024. General and administrative expenses also increased due to a donation made to the University of Miami, higher professional fees primarily related to audit services, increased travel and entertainment expenses associated with investor meetings, and additional costs related to the implementation of NetSuite during 2025. These increases were partially offset by lower insurance costs resulting from a change in insurance carriers, reduced legal fees related to patent matters, and lower stock-based compensation expense primarily due to equity awards granted to two independent directors in 2024 that did not recur in 2025, with equity awards in 2025 limited to executives and employees.

Current report

Our cash was $251,291 at December 31, 2025, compared to $489,726 at December 31, 2024. Cash balances as of December 31, 2024 included $182,284 of restricted cash associated with a grant received from the State of Tennessee. There was no restricted cash associated with the grant received from the State of Tennessee as of December 31, 2025 due to the completion of the grant award program during 2025.
Removed paragraphs (2)

Previous report

Research and development expenses were $1,999,127 for the year ended December 31, 2024, an increase of $249,887 or 14.3% compared to $1,749,240 for the year ended December 31, 2023. The increase was due to (i) higher clinical trial costs associated with closing out open trials, (ii) slightly higher rent expense, partially offset by iii) lower depreciation expense, iv) lower insurance cost, and v) lower payroll taxes and vacation expense.

Previous report

General and administrative expenses were $3,150,397 for the year ended December 31, 2024, an increase of $1,440,677 or 84.3% compared to $1,709,720 for the year ended December 31, 2023. The increase was due to (i) stock-based compensation for vested options granted to company executives, employee and independent board members, (ii) higher legal costs relating to patent application and general business fees, (iii) increased payroll expense due to hiring two executives, (iv) increased professional fees related to investor relations, (v) higher other general and administrative costs due to a refund received in 2023 for employee retention, and (vi) unfavorable foreign currency translation cost, partially offset by (vii) reversal of director fees for Mr. Horowitz as he waived these fees upon his resignation on March 25, 2024, and (viii) lower insurance costs.
Reworded paragraphs (11)

Previous wording

The Company is selectively continuing ongoing and planning to initiate new monotherapy and combination therapy ITU PV-10 clinical trials in melanoma and liver cancer indications to generate more and/or new clinical data and appropriately utilizing clinical data from historical ITU PV-10 trials, EAPs, and/or QOL study of these oncology indications. Our goals are to pursue drug approval pathways and/or co-development relationships with commercial pharmaceutical companies for ITU PV-10 based on these indications and data.

Current wording

The Company is selectively continuing ongoing and planning to initiate new monotherapy and/or combination therapy ITU PV-10 clinical trials of solid tumor cancer indications to generate more and/or new clinical data and appropriately utilizing clinical data from historical ITU PV-10 trials, EAPs, and/or QOL study of these oncology indications. Our goals are to pursue drug approval pathways and/or co-development relationships with commercial pharmaceutical companies for ITU PV-10 based on these indications and data.

Previous wording

A large component of our total operating expenses is the Company’s investment in research and development activities, including the clinical development of our product candidates. Research and development expenses represent costs incurred to conduct research and undertake clinical trials to develop our drug product candidates. These expenses consist primarily of:

Current wording

Research and development expenses include costs incurred in connection with research activities and the clinical development of our product candidates. These expenses consist primarily of:

Previous wording

General and administrative expenses consist primarily of salaries, stock-based compensation expense and other related costs for personnel in executive, finance, accounting, business development, legal, information technology and corporate communication functions. Other costs include facility costs not otherwise included in research and development expenses, insurance, and professional fees for legal, patent and accounting services.

Current wording

General and administrative expenses consist primarily of personnel-related costs, including salaries, benefits, and stock-based compensation, for employees engaged in executive and finance functions. General and administrative expenses also include facility-related costs not otherwise included in research and development expenses, director fees, insurance costs, and professional fees for legal, patent, accounting, information technology, corporate communications, and other consulting services provided by third-party firms.

Previous wording

For the years ended December 31, 2024 and 2023, there was $617,140 and $557,710 respectively, of grant revenue recognized related to qualifying expenses that were incurred and included within research and development on the consolidated statements of operations.

Current wording

For the years ended December 31, 2025 and 2024, there was $336,108 and $617,140 respectively, of grant revenue recognized related to qualifying expenses that were incurred and included within research and development on the consolidated statements of operations. The decrease of $281,032 or 45.5% was primarily attributable to the completion and full recognition of grant revenue under the awarded program in 2025.

Previous wording

Research and development tax credits in Australia were $9,320 for the year ended December 31, 2024, a decrease of $6,376 or 40.6%, compared to $15,696 for the year ended December 31, 2023. The decrease was mainly due to no active clinical trials currently in Australia.

Current wording

Research and development tax credits in Australia were $0 for the year ended December 31, 2025, compared to $9,320 for the year ended December 31, 2024. The decrease was attributable to the absence of active clinical trials in Australia during the current period.

Previous wording

Interest expense increased by $22,859 from $216,214 for the year ended December 31, 2023 to $239,073 for the year ended December 31, 2024. The increase was due to the issuance of new 2022 and 2024 Notes, partially offset by the impact of the conversion of the 2021 and 2022 Notes into shares of Series D-1 Preferred Stock.

Current wording

Interest expense decreased by $28,714, or 12.0%, to $210,359 for the year ended December 31, 2025, from $239,073 for the year ended December 31, 2024. The decrease was primarily attributable to the conversion of the 2022 and 2024 Notes into shares of Series D-1 Preferred Stock resulting in lower debt balances during the 2025 period.

Previous wording

Our cash, and restricted cash were $489,726 at December 31, 2024, which includes the $182,284 of restricted cash associated with the grant received from the State of Tennessee. The consolidated financial statements and notes thereto included in this Annual Report on Form 10-K have been prepared on a basis that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We have continuing net losses and negative cash flows from operating activities. In addition, we have an accumulated deficit of $257,422,961 as of December 31, 2024. These conditions raise substantial doubt about our ability to continue as a going concern for a period of at least one year from the date that the consolidated financial statements included elsewhere in this Annual Report on Form 10-K are issued. Our financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern depends on our ability to obtain additional financing as may be required to fund current operations.

Current wording

The consolidated financial statements and notes thereto included in this Annual Report on Form 10-K have been prepared on a basis that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We have continuing net losses and negative cash flows from operating activities. In addition, we have an accumulated deficit of $262,853,811 as of December 31, 2025. These conditions raise substantial doubt about our ability to continue as a going concern for a period of at least one year from the date that the consolidated financial statements included elsewhere in this Annual Report on Form 10-K are issued. Our consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern depends on our ability to obtain additional financing as may be required to fund current operations.

Previous wording

As of December 31, 2024, cash requirements for our current liabilities include approximately $3,307,226 for accounts payable and accrued expenses (including lease liabilities) and a $206,463 note payable related to our short-term financing of our commercial insurance policies. Also, if not converted prior to maturity, convertible debt in the amount of $2,953,000 plus $172,687 of accrued interest will mature one year from the date of the notes. The 2024 Notes are only subject to repayment in the event of a change of control or event of default. The Company intends to meet these cash requirements from its current cash balance and from future financing.

Current wording

As of December 31, 2025, cash requirements for our current liabilities include approximately $3,925,681 for accounts payable and other accrued expenses (including lease liabilities) and a $217,772 note payable related to our financing of our commercial insurance policies and purchased software. Also, a related party convertible note payable in the amount of $100,000 plus approximately $59,444 of related interest is past due. Additional related and non-related convertible debt in the amount of $2,510,000 plus $107,824 of accrued interest will mature one year from the date of the notes if not converted prior to maturity.

Previous wording

We experienced negative cash flows from operating activities for the years ended December 31, 2024 and 2023 in the amounts of $3,284,091 and $2,571,978, respectively. The net cash used in operating activities for the year ended December 31, 2024 was primarily due to cash used to fund a net loss of $4,762,137, adjusted for non-cash items in the aggregate amount of $1,335,335, plus $156,942 of cash generated from changes in the levels of operating assets and liabilities. The net cash used in operating activities for the year ended December 31, 2023 was primarily due to cash used to fund a net loss of $3,101,768, adjusted for non-cash expenses in the aggregate amount of $56,868, plus $472,922 of cash generated from changes in the levels of operating assets and liabilities.

Current wording

We experienced negative cash flows from operating activities for the years ended December 31, 2025 and 2024 in the amounts of $3,325,991 and $3,284,091, respectively. The net cash used in operating activities for the year ended December 31, 2025 was primarily due to cash used to fund a net loss of $5,505,123, adjusted for non-cash items in the aggregate amount of $1,287,537 mainly driven by stock-based compensation, plus $891,595 of cash generated from changes in the levels of operating assets and liabilities. The net cash used in operating activities for the year ended December 31, 2024 was primarily due to cash used to fund a net loss of $4,762,137, adjusted for non-cash expenses in the aggregate amount of $1,335,335 mainly driven by stock-based compensation, plus $142,711 of cash generated from changes in the levels of operating assets and liabilities.

Previous wording

Net cash provided by financing activities during the years ended December 31, 2024 and 2023 was $2,733,158 and $2,191,555, respectively. During the year ended December 31, 2024, we received $2,853,000 proceeds from the issuance of convertible notes payable, $300,000 from the issuance of common stock of our majority-owned subsidiary, VisiRose, and offset by $100,000 repayment of a 2021 convertible note payable and $305,135 for repayment of the short-term note payable. During the year ended December 31, 2023, we received $2,475,000 proceeds from the issuance of convertible notes payable and paid $283,445 for the repayment of the short-term note payable.

Current wording

Net cash provided by financing activities during the years ended December 31, 2025 and 2024 was $3,087,006 and $2,747,865, respectively. During the year ended December 31, 2025, we received $2,510,000 proceeds from the issuance of convertible notes payable, $850,000 from the issuance of common stock of our majority-owned subsidiary, VisiRose, and offset by $272,994 for the repayment of the short-term note payable. During the year ended December 31, 2024, we received $2,853,000 proceeds from the issuance of convertible notes payable and received $300,000 from the issuance of common stock of our majority-owned subsidiary, VisiRose. These cash proceeds were offset by the $305,135 repayment of a short-term note payable, and the $100,000 repayment of a 2021 convertible note payable.

Previous wording

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above.

Current wording

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our consolidated financial statements that require estimation but are not deemed critical, as defined above.