PROVECTUS BIOPHARMACEUTICALS, INC.

Previous wording

The following discussion is intended to assist in the understanding and assessment of significant changes and trends related to our results of operations and our financial condition together with our consolidated subsidiaries. This discussion and analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025 (“2024 Form 10-K”), which includes additional information about our critical accounting policies and practices and risk factors. Historical results and percentage relationships set forth in the consolidated statement of operations, including trends which might appear, are not necessarily indicative of future operations.

Current wording

The following discussion is intended to assist in the understanding and assessment of significant changes and trends related to our results of operations and our financial condition together with our consolidated subsidiaries. This discussion and analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 25, 2026 (“2025 Form 10-K”), which includes additional information about our critical accounting policies and practices and risk factors. Historical results and percentage relationships set forth in the condensed consolidated statement of operations, including trends which might appear, are not necessarily indicative of future operations.

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 expense, 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

The Company’s net loss increased by $309,278 for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily as the result of a decrease in grant revenue and an increase in operating expenses, described below.

Current wording

The Company’s net loss increased by $139,347 or 12.0% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily as the result of a decrease in grant revenue and a decrease in operating expenses, described below.

Previous wording

Grant revenue recognized during the three months ended September 30, 2025 was $0, compared to $109,745 for the same period in 2024, representing a decrease of $109,745, or 100.0%. The decrease was primarily attributable to the completion and full recognition of grant revenue under the awarded program*.*

Current wording

Grant revenue recognized during the three months ended March 31, 2026 was $0, compared to $278,628 for the same period in 2025, representing a decrease of $278,628, or 100.0%. The decrease was attributable to the completion and full recognition of grant revenue in 2025 under the awarded program*.*

Previous wording

General and administrative expenses were $929,746 for the three months ended September 30, 2025, an increase of $278,260, or 42.7%, compared to $651,486 for the same period in 2024. The increase was primarily attributable to stock-based compensation expense recognized during the current period from stock options granted in December 2024, as well as higher payroll and related taxes, and increases in other general and administrative costs, which were largely related to late fees on invoices. These increases were partially offset by lower legal fees related to patents, professional fees, and insurance costs compared to the prior-year period.

Current wording

General and administrative expenses were $914,569 for the three months ended March 31, 2026, a decrease of $59,296, or 6.1%, compared to $973,865 for the same period in 2025. The decrease was primarily attributable to lower professional fees related to timing of accounting services and stock-based compensation expense recognized during the current period from stock options granted in December 2025, as well as a one time donation in 2025. These decreases were partially offset by higher legal fees related to patents, higher other general and administrative expenses due to renewal of software licenses and higher insurance expenses compared to the same period in 2025.

Previous wording

Interest expense was $48,022 for the three months ended September 30, 2025, compared to $58,679 for the same period in 2024, representing a decrease of $10,657, or 18.2%. The decrease was primarily attributable to lower outstanding balances of convertible debt and notes payable during the 2025 period.

Current wording

Interest expense was $53,046 for the three months ended March 31, 2026, compared to $63,661 for the same period in 2025, representing a decrease of $10,615, or 16.7%. The decrease was primarily attributable to lower outstanding balances of convertible debt and notes payable during the 2026 period.

Previous wording

The Company’s cash and restricted cash were $72,479 at September 30, 2025, compared to $489,726 at December 31, 2024, which included $182,284 of restricted cash. The Company’s working capital deficit was $6,193,668 and $5,998,712 as of September 30, 2025 and December 31, 2024, respectively. We have continuing net losses and negative cash flows from operating activities. In addition, we have an accumulated deficit of $261,688,770 as of September 30, 2025. These conditions raise substantial doubt about our ability to continue as a going concern for a period within one year from the date that the financial statements included elsewhere in this Quarterly Report on Form 10-Q are issued. The condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q 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. 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 Company’s cash was $223,883 at March 31, 2026, compared to $251,291 at December 31, 2025. The Company’s working capital deficit was $6,781,376 and $6,329,504 as of March 31, 2026 and December 31, 2025, respectively. We have continuing net losses and negative cash flows from operating activities. In addition, we have an accumulated deficit of $264,144,266 as of March 31, 2026. These conditions raise substantial doubt about our ability to continue as a going concern for a period within one year from the date that the financial statements included elsewhere in this Quarterly Report on Form 10-Q are issued. The condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q 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. 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.

Previous wording

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 software. 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.

Current wording

As of March 31, 2026, cash requirements for our current liabilities include approximately $4,432,651 for accounts payable and other accrued expenses (including lease liabilities) and $161,265 for notes payable related to our financing of our commercial insurance policies and software license. Principal and interest in the aggregate amount of $2,647,845 owed in connection with 2021 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 financings.

Previous wording

Management plans to access capital resources through possible public or private equity offerings, including the 2025 Financing, exchange offers, debt financings, corporate collaborations, or other means. If we are unable to raise sufficient capital through the 2025 Financing or otherwise, we will not be able to pay our obligations as they become due.

Current wording

Management plans to access capital resources through possible public or private equity offerings and/ or debt offerings, including the 2025 Financing, exchange offers, debt financings, corporate collaborations, or other means. If we are unable to raise sufficient capital through the 2025 Financing or otherwise, we will not be able to pay our obligations as they become due.

Previous wording

We prepare our consolidated financial statements in accordance with U.S. GAAP, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

Current wording

We prepare our condensed consolidated financial statements in accordance with U.S. GAAP, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.