What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-02 compared with 2020-03-05 · 81 added, 101 removed, 252 unchanged (42% of the section changed)

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Information and Holders

common stock and listed warrants trade on the OTCQB Marketplace under the symbols “PVCT”

and “PVCTWS,”

respectively.

As of March 2, 2020, we had 853

active shareholders of record of our common stock.

common stock trades on the OTCQB Marketplace under the symbol “PVCT”.

of February 28, 2021, we had 827 active shareholders of record of our common stock.

have never declared or paid any cash dividends on our common stock.

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Issuances of Unregistered Securities

the year ended December 31, 2018, we issued 1,000,000 shares of common stock in settlement of services rendered in lieu of cash

with a value of $80,000.

the year ended December 31, 2019, we issued 229,090 shares of common stock as incentive compensation with a value of $11,538.

During the year ended December 31, 2019,

we issued 387,500 five-year immediately vested warrants to a consultant to purchase an aggregate of 387,500 shares of common stock

with exercise prices ranging from $1.00 to $2.00 per share.

The warrants had an aggregate grant date fair value of $10,113, which

was recognized immediately within stock compensation in general and administrative expenses.

During the year ended December 31, 2019,

we issued 37,500 three-year immediately vested warrants to a consultant to purchase an aggregate of 37,500 shares of common stock

with an exercise price of $0.2862 per share.

The warrants had an aggregate grant date fair value of $1,328, which was recognized

immediately within stock compensation in general and administrative expenses.

the year ended December 31, 2020, we issued 1,062,500 shares of common stock as incentive compensation with a value of $69,088.

the year ended December 31, 2020, we issued 62,500 three-year immediately vested warrants to board members to purchase an aggregate

of 62,500 shares of common stock with exercise price of $.28620 per share.

The warrants had an aggregate grant date fair value

of $1,372, which was recognized immediately within stock compensation in general and administrative expenses.

the year ended December 31, 2020, pursuant to the Company’s 2017 Equity Compensation Plan (the “Compensation Plan”),

we issued 2,425,000 five-year immediately vested stock options to a board member/officer to purchase an aggregate of 2,425,000

shares of common stock with an exercise price of $0.12 per share.

The stock options had an aggregate grant date fair value of

$62,880, which was recognized immediately within stock compensation in general and administrative expenses.

the year ended December 31, 2020, pursuant to the Compensation Plan, we issued 100,000 five-year immediately vested stock options

to a board member to purchase an aggregate of 100,000 shares of common stock with an exercise price of $0.2862 per share.

stock options had an aggregate grant date fair value of $1,414, which was recognized immediately within stock compensation in

general and administrative expenses.

issuances of the securities were exempt from the registration requirements of the Securities Act of 1933 by virtue of Section

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are not necessarily indicative of future operations.

is a clinical-stage biotechnology company developing a new class of drugs for oncology, hematology, and dermatology based on an

entire, wholly-owned, family of chemical small molecules called halogenated xanthenes.

Intratumoral (aka intralesional) PV-10 ®

the first small molecule autolytic immunotherapy, which can induce immunogenic cell death, is undergoing clinical study for adult

solid tumor cancers, such as melanoma and GI tumors (e.g., hepatocellular carcinoma, metastatic colorectal cancer, metastatic

neuroendocrine tumors, metastatic uveal melanoma), and preclinical study for pediatric solid tumor cancers (e.g., neuroblastoma,

Ewing sarcoma, rhabdomyosarcoma, osteosarcoma) and blood cancers (e.g., acute myeloid leukemia).

Topical PH-10 ®

is undergoing clinical study for inflammatory dermatoses (e.g., psoriasis, atopic dermatitis).

Advisory Boards

Company named a second member, Frank Akers, Ph.D., to its Strategic Advisory Board effective as of September 1, 2019.

of the Strategic Advisory Board is for the Company to have formal access to a group of independent people with significant, meaningful,

professional experience who provide high quality, objective advice to the Company in areas of strategic importance, including

but not limited to business development, corporate development, and business operations (such as clinical operations, drug development,

regulatory affairs, and manufacturing of drug substance and drug product).

The Company named the first member, Harold Schmitz,

Ph.D., to its Scientific Advisory Board effective as of September 1, 2019.

The purpose of the Scientific Advisory Board is for

the Company to have formal access to a group of independent people with significant, meaningful, professional experience who provide

high quality, objective advice to the Company in areas of strategic scientific importance, such as but not limited to the Company’s

science and technology, and drug development.

March 23, 2017, the Company entered into an exclusive Definitive Financing Commitment Term Sheet with a group of the Company’s

stockholders (the “PRH Group”), which was amended and restated effective as of March 19, 2017 (the “2017 Term

Sheet”) that set forth the terms on which the PRH Group would use their best efforts to arrange for a financing of a minimum

of $10,000,000 and maximum of $20,000,000 (the “2017 Financing”).

Biopharmaceuticals, Inc is a clinical-stage biotechnology company developing immunotherapy medicines based on an entire, wholly-owned,

family of small molecules called halogenated xanthenes (“HXs”).

The Company’s lead HX molecule is proprietary

current Good Manufacturing Practice (“cGMP”) rose bengal disodium (“RBD”).

March 23, 2017, the Company entered into the 2017 Term Sheet with the PRH Group that set forth the terms on which the PRH

Group would use their best efforts to arrange for a financing of a minimum of $10,000,000 and maximum of $20,000,000 (the “2017

Financing”).

of December 31, 2020, the Company had received aggregate Loans, as defined below, of $20,067,000 in connection with the 2017 Financing.

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investors in the 2017 Financing (the “1 st Loan Investors”).

The 1 st Loan is evidenced

by secured convertible promissory notes (individually a “2017 Note”

and collectively, the “2017 Notes”)

from the Company to the PRH Group or the 1 st Loan Investors.

In addition to the customary provisions, the 2017 Notes

contains the following provisions:

The 1 st Loan is evidenced by secured

convertible promissory notes (individually a “2017 Note”

and collectively, the “2017 Notes”) from the

Company to the PRH Group or the 1 st Loan Investors.

In addition to the customary provisions, the 2017 Notes contains

the following provisions:

is secured by a first priority security interest on the Company’s IP,

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2021 to the 18-month anniversary of the funding of the Final Tranche.

In the event there is a change of control of the Company’s

Board as proposed by any person or group other than the 1 st Loan Investors,

the term of the 2017 Notes will be accelerated and all amounts due under the 2017 Notes will be immediately due and payable,

plus interest at the rate of 8% per annum, plus a penalty in the amount equal to 10 times the outstanding principal amount

of the 1 st Loan that has been funded to the Company,

outstanding principal amount and interest payable under the 1 st Loan will become convertible at the sole

discretion of the 1 st Loan Investors into shares of the Company’s

Series D Preferred Stock, a new series of preferred stock, that the Company’s Board may designate in the future, at

a price per share equal to $0.2862, and

In the event there is a change of control of the

Company’s Board as proposed by any person or group other than the 1 st

Loan Investors, the term of the 2017 Notes will be accelerated and all amounts due under the 2017 Notes will be immediately

due and payable, plus interest at the rate of 8% per annum, plus a penalty in the amount equal to 10 times the outstanding

principal amount of the 1 st Loan that has been funded to the Company,

outstanding principal amount and interest payable under the 1 st Loan will become convertible at the sole discretion

of the 1 st Loan Investors into shares of the Company’s Series

D Preferred Stock, a new series of preferred stock, that the Company’s Board may designate in the future, at a price

per share equal to $0.2862, and

Notwithstanding

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were provided in a number of tranches, between the first tranche on April 4, 2017 and the Final Tranche, on December 20, 2019.

As a result, the 2017 Notes under the 1 st Loan will convert into shares of Series D Preferred Stock (once

designated) of the Company on or before June 20, 2021, which is the 18-month anniversary of the funding of the Final Tranche

of the 2017 Financing, subject to certain exceptions.

As a result, the 2017 Notes under the 1 st Loan will convert into shares of Series D Preferred Stock (once designated)

of the Company on or before June 20, 2021, which is the 18-month anniversary of the funding of the Final Tranche of the 2017 Financing,

subject to certain exceptions.

conversion of the 2017 Notes, the 1 st Loan Investors will release their first lien on the Company’s IP.

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Financing”).

of December 31, 2019, the Company had received aggregate 2 nd Loans, as defined below, of $100,000 in connection with

of December 31, 2020, the Company had received aggregate 2 nd Loan, as defined below, of $3,325,000 in connection with

the 2020 Financing.

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and to fund the Company’s general and administrative expenses.

The 2020 Financing will be in the form of

a secured convertible loan (the “2 nd Loan”) from the Investors (the

2020 Financing will be in the form of a secured convertible loan (the “2 nd Loan”) from the Investors (the

“2 nd Loan Investors”) that will be evidenced by convertible promissory notes (individually, a “2020

and collectively, the “2020 Notes”) subordinate to the 2017 Notes in right of payment and to the

security interests granted to holders of the 2017 Notes.

In addition to customary provisions, the 2020 Notes contains the following

and collectively, the “2020 Notes”) subordinate to the 2017 Notes in right of payment and to the security

interests granted to holders of the 2017 Notes.

In addition to customary provisions, the 2020 Notes contains the following provisions:

It will be secured by a second priority security interest on the Company’s IP subordinate to the first priority security

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funded to the Company;

(iv) The outstanding principal

amount and interest payable under the 2 nd Loan will become convertible at the sole discretion of the 2 nd

Loan Investors into shares of the Company’s Series D Preferred Stock, a series of preferred stock to be designated

by the Board, at a price per share equal to $2.8620;

The outstanding principal amount and interest payable under the 2 nd Loan will become convertible at the sole discretion

of the 2 nd Loan Investors into shares of the Company’s Series D Preferred Stock, a series of preferred stock

to be designated by the Board, at a price per share equal to $2.8620;

Notwithstanding (iv) above, the principal amount of the 2020 Notes and the interest payable under the 2 nd Loan will

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of the Years Ended December 31, 2020 and 2019

operating expenses were $6,299,696 for the year ended December 31, 2019, a decrease of $1,754,529 or 21.8% compared to the

year ended December 31, 2018.

The decrease was driven primarily by our transformation and process improvement efforts within

Net loss for the year ended December 31, 2019 was $6,922,537, a decrease of $1,230,518 or 15.1% which resulted

from costs incurred in connection with our preclinical and clinical trial programs and general and administrative

operating expenses were $4,963,576 for the year ended December 31, 2020, a decrease of $1,336,120 or 21.2% compared to the year

ended December 31, 2019.

The decrease was driven by our continued transformation and process improvement efforts within the Company,

along with slower recruitment and treatment in clinical trials due to the effects of SARS-CoV-2.

Net loss for the year ended December

31, 2020 was $6,677,587, a decrease of $244,950 or 3.5% compared to the year ended December 31, 2019, which resulted from costs

incurred in connection with our preclinical and clinical trial programs and general and administrative costs.

For the Years Ended

Increase/(Decrease)

Operating Expenses:

Research and development

$ (1,189,254 )

General and administrative

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Interest expense

$ (6,922,537 )

Total Other Expense, Net

$ (6,677,587 )

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year ended December 31, 2019.

The decrease was due to (i) lower clinical operations due to closure of Phase III study in 2019

and drug manufacturing in 2018, (ii) lower insurance costs, and (iii) lower payroll and related taxes due to a lower negotiated

employment agreement.

The decrease was due to (i) lower clinical operations due to closure of Phase III study in early

2019 and slower recruitment and treatment in clinical trials due to the effects of SARS-CoV-2, (ii) lower amortization

due to patents being fully amortized, and (iii) lower payroll and related taxes due to a lower negotiated employment agreement.

following table summarizes our research and development expenses incurred during the year ended December 31, 2020 and 2019:

For the Years Ended

Increase/(Decrease)

Research and development:

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Total research and development

$ (1,189,254 )

and Administrative

and administrative expenses were $2,297,682 for the year ended December 31, 2019, a decrease of $1,008,986 or 30.5% compared to

the year ended December 31, 2018.

and administrative expenses were $2,150,816 for the year ended December 31, 2020, a decrease of $146,866 or 6.4% compared to the

year ended December 31, 2019.

The decrease was due to (i) lower legal fees as we concluded the Company’s lawsuits against

former accounting vendors, (ii) lower payroll and related taxes, and (iii) lower professional fees, partially offset by

(vi) increased director fees (from having period-over-period, a five-member Board compared to a four-member Board in previous

former accounting vendors and a former officer, (ii) lower payroll and related taxes due to a lower negotiated employment agreement,

and (iii) lower professional fees, partially offset by (iv) increased stock awards to an employee, directors, and consultants.

following table summarizes our general and administrative expenses incurred during the years ended December 31, 2020 and 2019:

For the Years Ended

Increase/(Decrease)

General and administrative:

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Rent and utilities

Foreign currency translation

Total general and administrative

$ (1,008,986 )

Income/(Expense)

Other income decreased

by $38,642 from $870,885 for the year ended December 31, 2018 to $832,243 for the year ended December 31, 2019.

During the year

ended December 31, 2019, the matters with former accounting vendors Bible Harris Smith, PC (“BHS”) and RSM US LLP

(“RSM”) were resolved pursuant to a settlement between these parties and the Company, the terms of which are confidential.

During the year ended December 31, 2018, the matter with BDO USA LLP (“BDO”), the Company’s former external

audit firm, was resolved pursuant to a settlement between the party and the Company, the terms of which are confidential.

income decreased by $798,134 from $832,243 for the year ended December 31, 2019 to $34,109 for the year ended December 31, 2020.

During the year ended December 31, 2019, the matters with former accounting vendors Bible Harris Smith, PC (“BHS”)

and RSM US LLP (“RSM”) were resolved pursuant to a settlement between these parties and the Company, the terms of

which are confidential.

expense increased by $293,036 from $1,455,084 for the year ended December 31, 2019 to $1,748,120 for the year ended December 31,

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For the Years Ended

Increase/(Decrease)

Other Income/(Expense):

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Interest expense

$ (6,922,537 )

$ (8,153,055 )

$ (1,230,518 )

Total Other Expense

and Going Concern

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The net cash used in operating activities for the year ended December 31, 2020 was primarily due

to cash used to fund a net loss of $6,922,537, adjusted for non-cash expenses in the aggregate amount of $779,341, plus $47,019

to cash used to fund a net loss of $6,677,587, adjusted for non-cash expenses in the aggregate amount of $450,123, less $2,141,669

of cash used to fund changes in the levels of operating assets and liabilities.

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the year ended December 31, 2019 was primarily due to cash used to fund a net loss of $6,922,537, adjusted for non-cash expenses

in the aggregate amount of $765,213, partially reduced by $2,182,916 of cash provided by changes in the levels of operating assets

and liabilities.

in the aggregate amount of $779,341, plus $47,019 of cash used to fund changes in the levels of operating assets and liabilities.

Cash Used in Investing Activities

During the years ended December 31, 2019 and

2018, net cash used in investing activities was $0 and $0, respectively.

the years ended December 31, 2020 and 2019, net cash used in investing activities was $0 and $0, respectively.

Cash Provided by Financing Activities

cash provided by financing activities during the years ended December 31, 2020 and 2019 was $3,600,191 and $6,753,943, respectively.

During the year ended December 31, 2020, $3,225,000 were proceeds from the issuance of convertible notes payable, $418,676 were

from the exercise of warrants, $105,985 for repayment of short-term note payable, and $62,500 was proceeds received through the

During the year ended December 31, 2019, $6,485,000 were proceeds from the issuance of convertible notes payable and

$268,943 were from the exercise of warrants.

During the year ended December 31, 2018, $4,476,000 were proceeds from the issuance of convertible

notes payable and $674,408 were from the exercise of warrants.

Accounting Policies

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity