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 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 and trade-secreted, 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 and Other Geopolitical Events 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 the Company’s operations or those of the Company’s partners. Any disruptions or increased costs resulting from these changes could negatively affect the Company’s business, financial condition, results of operations, and the market price of the Company’s 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 (“U.S. GAAP”) for interim financial information pursuant to Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2025 filed with the SEC on March 25, 2026. 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, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

2. Liquidity and Going Concern

To date, the Company has not generated any revenues from product sales or from commercial operations.

The Company’s cash was $180,733 and $251,291 at September 30, 2026 and December 31, 2025, respectively. The Company’s working capital deficit was $6,730,268 and $6,329,504 as of September 30, 2026 and December 31, 2025, respectively, net loss for the nine months ended September 30, 2026 and 2025 was $3,563,375 and $4,337,312, respectively, and cash used in operations was $1,575,409 and $2,456,438 for the nine months ended September 30, 2026 and 2025, 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 and/or debt 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 and debt 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, there can be no assurance 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 the Company is successful in improving its current cash flow position, management nonetheless plans to seek additional funds to meet the Company’s current and long-term requirements in 2026 and beyond. Management anticipates 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 management believes that there is a reasonable basis for its expectation that it will be able to raise additional funds, there can be no assurance that any additional financing will be completed in a timely manner. In addition, any such financing may result in significant dilution to stockholders.

As of September 30, 2026, cash requirements for our current liabilities include approximately $4,107,944 for accounts payable and other accrued expenses (including lease liabilities) and $60,568 for notes payable related to our financing of our commercial insurance policies and software license. Under an amendment to the 2021 Convertible Note Payable, the maturity date of the $140,439 aggregate principal and accrued interest balance was extended such that $25,000 is due in November 2026, and the remaining balance is payable in February 2027. Principal and interest in the aggregate amount of $2,796,514 owed in connection with 2025 Convertible Notes Payable automatically convert 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.

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 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, 2025 consolidated financial statements were issued in its 2025 Annual Report on March 25, 2026, 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, Inc. (“VisiRose”) (see Note 12). The interests of noncontrolling 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 U.S. 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.

Cash Concentrations

Cash is 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 December 31, 2025, the Company had $1,291 of cash balances in excess of FDIC insurance limits. As of September 30, 2026, the Company didnot maintain cash balances in excess of FDIC insurance limits.

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.

Basic and Diluted Loss Per Common Share

Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common 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:

Segment

The Company hasone operating and reporting segment (namely, clinical stage biotechnology), 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 measure of segment assets is reported on the condensed consolidated balance sheets as total assets. See Note 14.

Recently Adopted Accounting Pronouncements

In November 2024, the FASB issued 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 adopted this standard on January 1, 2026. The adoption of ASU 2024-04 did not have a material impact on its condensed consolidated financial statements and related disclosures.

Reclassifications

Certain prior period balances have been reclassified in order to conform to the current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share.

4. Other Accrued Expenses

The following table summarizes the other accrued expenses at September 30, 2026 and December 31, 2025:

5. Convertible Notes Payable

The following summarizes convertible notes payable activity during the nine months ended September 30, 2026 and 2025:

The 2021 Note 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, an officer/director of the Company and a beneficial owner of more than 10% of the Company’s outstanding equity securities.

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.

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, 2026, the Company did not receive any additional proceeds from the issuance of 2025 Notes. During the three months ended September 30, 2025, the Company received 2025 Notes proceeds in the aggregate amount of $530,000, of which $300,000 was from non-related parties, $100,000 was from a shareholder considered a related party due to beneficial ownership exceeding 10% of the Company’s outstanding equity securities, and $130,000 was from an officer and director of the Company.

During the nine months ended September 30, 2026, the Company received 2025 Notes proceeds in the aggregate amount of $1,695,000, of which $1,355,000 was from non-related parties, $100,000 was from a shareholder considered a related party due to beneficial ownership exceeding 10% of the Company’s outstanding equity securities, and $240,000 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 $450,000 was from non-related parties, $100,000 was from a shareholder considered a related party due to beneficial ownership exceeding 10% of the Company’s outstanding equity securities, and $975,000 was from an officer and director of the Company.

As of September 30, 2026, principal and interest in the amount of $2,680,000 and $116,514, respectively, remains outstanding on the 2025 Notes.

See Note 15 for details on conversions of 2025 Notes subsequent to September 30, 2026.

2021 Financing

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

On September 28, 2026, the Company entered into a Fourth Amendment to the 2021 Note (the “Fourth Amendment”), extending the maturity date to February 8, 2027. Under the terms of the Fourth Amendment, the Company agreed to make principal payments of $25,000 on or before September 30, 2026 and an additional $25,000 on or before November 30, 2026. The remaining principal balance of $50,000, together with all accrued and unpaid interest, is due and payable no later than February 8, 2027. Interest continues to accrue on the outstanding principal balance in accordance with the terms of the 2021 Note. The Company made the first $25,000 principal payment on the 2021 Note on September 29, 2026 and is in compliance with the terms of the Fourth Amendment.

As of September 30, 2026, outstanding principal and accrued interest under the 2021 Note were $75,000 and $65,439, respectively.

For the three months ended September 30, 2026 and 2025, the Company recorded interest expense of $1,994 and $2,000, respectively, related to the 2021 Note. For the nine months ended September 30, 2026 and 2025, the Company recorded interest expense of $5,994 and $6,000, respectively, related to the 2021 Note.

Interest Expense on Convertible Notes Payable

During the three months and nine months ended September 30, 2026, the Company incurred an aggregate of $61,060 and $160,694, respectively, in interest expense on outstanding 2021 and 2025 Notes.

During the three months and nine months ended September 30, 2025, the Company incurred an aggregate of $46,937 and $155,065, respectively, in interest expense on outstanding 2021, 2022, 2024, and 2025 Notes.

As of September 30, 2026 and December 31, 2025, aggregate interest accrued on the Convertible Notes was $181,953 and $143,924, respectively.

6. Notes Payable

The Company obtained financing for its commercial insurance policies and software license. As of September 30, 2026 and December 31, 2025, the balance of the notes payable was $60,568 and $241,393, respectively. The note payable balance at December 31, 2025 consisted of $217,772 classified as a current liability and $23,621 classified as a non-current liability.

7. Related Party Transactions

Directors’ fees incurred during the three months ended September 30, 2026 and 2025, were $77,500 and $77,500, respectively. Directors’ fees incurred during the nine months ended September 30, 2026 and 2025, were $232,500 and $232,500, respectively. Accrued directors’ fees as of September 30, 2026 and December 31, 2025 were $77,500 and $387,500, respectively. See Note 9 for details of the conversion of accrued directors’ fees into Series D-1 Convertible Preferred Stock.

See Note 5 for details of other related party transactions.

8. Prepaid Expenses and Other Current Assets

The following table summarizes the prepaid expenses and other current assets at September 30, 2026 and December 31, 2025:

9. Stockholders’ Deficit

Preferred Stock

During the three months ended September 30, 2026, the Company issued 200,120 shares of Series D-1 Convertible Preferred Stock upon the conversion of $530,000 of principal and $42,731 of accrued interest outstanding on the 2025 Notes.

During the nine months ended September 30, 2026, the Company issued 575,714 shares of Series D-1 Convertible Preferred Stock upon the conversion of $1,525,000 of principal and $122,666 of accrued interest outstanding on the 2025 Notes.

During the three months ended September 30, 2026, the Company didnot issue any shares of Series D-1 Convertible Preferred Stock for accrued directors’ fees.

During the nine months ended September 30, 2026, the Company issued 189,554 shares of Series D-1 Convertible Preferred Stock for accrued directors’ fees of $542,501 at a stock price of $2.862.

On January 30, 2026, the Company filed amendments with the State of Delaware extending the automatic conversion date of its Series D and Series D-1 Preferred Stock to December 31, 2028.

See Note 15 for details on issuances of Series D-1 Preferred Stock subsequent to September 30, 2026.

Stock Options

On April 1, 2025, the Company agreed to grant a consultant options for the purchase of 120,000 options per quarter, issued on the first day of each quarter, for a total of 480,000 option shares (the “Consultant Options”). The Consultant Options have a five-year term and an exercise price of $0.30 per share. The Consultant Options are fully vested on the date of grant.

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

No stock options were exercised during the three and nine months ended September 30, 2026 or the three and nine months ended September 30, 2025.

The following table summarizes stock option activities during the nine months ended September 30, 2026:

The following table summarizes information about outstanding and exercisable options at September 30, 2026:

During the three months ended September 30, 2026 and 2025, the Company recognized stock-based compensation expense of $309,306 and $312,775, respectively, in connection with the amortization of stock options, of which $13,638 and $13,638, respectively, is included in research and development expense and $295,668 and $299,137, respectively, is included in general and administrative expense.

During the nine months ended September 30, 2026 and 2025, the Company recognized stock-based compensation expense of $921,301 and $949,945, respectively, in connection with the amortization of stock options, of which $40,470 is included in research and development expense for both years and $880,831 and $909,475, respectively, is included in general and administrative expense.

As of September 30, 2026, there was $309,306 of unrecognized stock-based compensation related to the above stock options, which will be recognized over the weighted average remaining vesting period of 2 months.

10. Leases

Total operating lease expense for the three months ended September 30, 2026 was $13,992, of which $9,328 was included within research and development and $4,664 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, 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 nine months ended September 30, 2026 was $42,209, of which $27,689 was included within research and development and $14,520 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.

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, 2026 were as follows:

11. Grants

The Company recorded grant revenue of $0 during the three and nine months ended September 30, 2026, and $0 and $336,108 during the three and nine months ended September 30, 2025, respectively, in connection with a $2,500,000 grant from the State of Tennessee (the “Tennessee Grant”). The Tennessee Grant was provided as reimbursement of research and development expenses related to the development of animal health drug products. All grant revenue related to the Tennessee Grant was recognized as of June 30, 2025. No additional revenue will be recognized for expenses incurred in connection with the Tennessee Grant. As of September 30, 2026 and December 31, 2025, the Company did not have any unearned grant revenue liability on the accompanying condensed consolidated balance sheet.

12. License Transactions

VisiRose

During the three months ended September 30, 2026 and 2025, the Company’s majority-owned subsidiary, VisiRose, received investments totaling $0 and $0, respectively.

During the nine months ended September 30, 2026 and 2025, the Company’s majority-owned subsidiary, VisiRose, received investments totaling $75,000 and $700,000, respectively, in exchange for the issuance of 396 and 3,694 shares of VisiRose common stock, respectively. In accordance with the licensing agreement between the Company and the University of Miami, VisiRose also issued an additional 40 and 188 shares of common stock, respectively, during the nine months ended September 30, 2026 and 2025 to the University of Miami to maintain the University’s 5.0% ownership interest.

As of September 30, 2026, Provectus holds a majority ownership interest in its subsidiary, VisiRose, with an 88.9% stake, while the University of Miami retains a 5.0% ownership interest, and two additional investors together hold approximately 6.1%. In accordance with U.S. GAAP, the Company consolidates VisiRose’s financial results within its condensed consolidated financial statements.

During the three months ended September 30, 2026 and 2025, the Company recorded a net loss attributable to VisiRose noncontrolling interest of $7,434 and $12,348, respectively, reflecting the noncontrolling interests’ proportionate share of the VisiRose losses.

During the nine months ended September 30, 2026 and 2025, the Company recorded a net loss attributable to VisiRose noncontrolling interest of $24,079 and $71,503, respectively, reflecting the noncontrolling interests’ proportionate share of the VisiRose losses.

13. Commitments and Contingencies

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, 2026 and 2025, 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 segment.

15. Subsequent Events

The Company has evaluated events that have occurred after the balance sheet date 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:

Series D-1 Preferred Stock

Subsequent to September 30, 2026, principal and interest in the aggregate amount of $480,897, owed in connection with 2025 Notes was converted into 168,031 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, 2026, the Company’s majority-owned subsidiary, VisiRose, received two investments totaling $50,000 in exchange for the issuance of 264 shares of VisiRose common stock. In accordance with the licensing agreement, VisiRose also issued an additional 26 shares of common stock to the University of Miami to maintain the University’s 5% ownership interest.