What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-29 compared with 2021-03-02 · 26 added, 327 removed, 6 unchanged (98% of the section changed)

FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Information and Holders

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.

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

of March 25, 2022, we had 821 active stockholders of record of our common stock.

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

We currently plan to retain future earnings, if any, to finance

the growth and development of our business and do not anticipate paying any cash dividends in the foreseeable future.

indebtedness in the future which may prohibit or effectively restrict the payment of dividends, although we have no current plans

Any future determination to pay cash dividends will be at the discretion of our Board of Directors.

holders of our outstanding Series B Preferred Stock are entitled to receive cumulative dividends at the rate per share of 8% per

annum of the stated value per share, until the fifth anniversary of the date of issuance of the Series B Preferred Stock.

dividends become payable, at our option, in either cash, out of any funds legally available for such purpose, or in shares of

common stock, (i) upon any conversion of the Series B Preferred Stock, (ii) on each such other date as our Board of Directors

may determine, subject to written consent of the holders of Series B Preferred Stock holding a majority of the then issued and

outstanding Series B Preferred Stock, (iii) upon our liquidation, dissolution or winding up, and (iv) upon occurrence of a fundamental

transaction, including any merger or consolidation, sale of all or substantially all of our assets, exchange or conversion of

all of our common stock by tender offer, exchange offer or reclassification, provided, however, that if Series B Preferred Stock

is converted into shares of common stock at any time prior to the fifth anniversary of the date of issuance of the Series B Preferred

Stock, the holder will receive a make-whole payment in an amount equal to all of the dividends that, but for the early conversion,

would have otherwise accrued on the applicable shares of Series B Preferred Stock being converted for the period commencing on

the conversion date and ending on the fifth anniversary of the date of issuance, less the amount of all prior dividends paid on

such converted Series B Preferred Stock before the date of conversion.

Make-whole payments are payable at our option in either

cash, out of any funds legally available for such purpose, or in shares of common stock.

With respect to any dividend payments

and make-whole payments paid in shares of common stock, the number of shares of common stock to be issued to a holder of Series

B Preferred Stock will be an amount equal to the quotient of (a) the amount of the dividend payable to such holder divided by

(b) the conversion price then in effect.

We currently plan to retain future earnings, if any, to finance the

growth and development of our business and do not anticipate paying any cash dividends in the foreseeable future.

We may incur indebtedness

in the future which may prohibit or effectively restrict the payment of dividends, although we have no current plans to do so.

determination to pay cash dividends will be at the discretion of our Board of Directors.

The holders of our Series D and Series D-1 Preferred

Stock are entitled to receive dividends, if any, that are declared and paid to common stockholders.

Issuances of Unregistered Securities

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

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

the year ended December 31, 2020, the company issued 1,062,500 shares of common stock as incentive compensation with a value of

the year ended December 31, 2021, the Company issued an aggregate of 300,000 shares of immediately vested restricted

common stock with a grant date value of $23,199 for services.

the year ended December 31, 2020, the Company issued three-year immediately vested warrants to board members to purchase

an aggregate of 62,500 shares of common stock with an exercise price of $0.28620 per share.

the year ended December 31, 2021, the Company issued three-year immediately vested warrants to a board member to purchase

an aggregate of 25,000 shares of common stock with an exercise price of $0.28620 per share.

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

the Company issued 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

the year ended December 31, 2020, pursuant to the Compensation Plan, the Company issued 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

4(a)(2) and Rule 506 promulgated under Regulation D thereunder as transactions not involving a public offering.

the year ended December 31, 2021, the Company did not issue any stock options.

issuances of the securities were exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(a)(2)

and Rule 506 promulgated under Regulation D thereunder as transactions not involving a public offering.

Authorized for Issuance under Equity Compensation Plans

about the securities authorized for issuance under our equity compensation plans will be set forth under the heading “Equity

Compensation Plan Information”

in the definitive Proxy Statement for our 2021 Annual Meeting of Stockholders, which will

be filed with the SEC pursuant to Regulation 14A under the Exchange Act, incorporated by reference in Part III, Item 12 of this

Annual Report on Form 10-K.

FINANCIAL DATA.

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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 consolidated financial statements and notes thereto included in this Annual Report on Form 10-K.

Historical results and percentage relationships set forth in the statement of operations, including trends which might appear,

are not necessarily indicative of future operations.

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.

2017 Financing is in the form of a secured convertible loan (the “1 st Loan”) from the PRH Group or other

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:

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

1 st Loan bears interest at the rate of 8% per annum on the outstanding principal amount of the 2017 Notes that

has been funded to the Company,

1 st Loan proceeds are held in one or more accounts (the “Escrow”) pending the funding of the tranches

of the 2017 Financing pursuant to borrowing requests made by the Company,

2017 Notes, including interest and principal, are due and payable in full on the earlier of:

(i) on such date upon which the

Company defaults under the 2017 Notes, (ii) upon a change of control of the Company, or (iii) dates ranging from May 31,

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

Notwithstanding

(v) above, the principal amount of the 2017 Notes and the interest payable under the 1 st Loan will automatically

convert into shares of the Company’s Series D Preferred Stock at a price per share equal to $0.2862 effective on the

18-month anniversary of the funding of the final tranche of the 2017 Financing subject to certain exceptions if the Company’s

Board designates such series of preferred stock in the future.

to the 2017 Term Sheet, the PRH Group concluded its best-efforts activity to arrange for a financing of $20,000,000, which amounts

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.

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

December 31, 2019, the Board approved a Definitive Financing Term Sheet (the “2020 Term Sheet”), which sets forth

the terms under which the Company will use its best efforts to arrange for financing of a maximum of $20,000,000 (the “2020

Financing”).

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.

to the 2020 Term Sheet, the 2020 Notes (defined below) will convert into shares of the Company’s Series D Preferred Stock

on or before June 20, 2021, subject to certain exceptions.

As of December 31, 2020, and through the date of filing, the Series

D Preferred Stock had not been designated by the Board.

2020 Term Sheet is similar to the 2017 Term Sheet.

Subject to the terms and conditions of the 2020 Term Sheet, the Company will

use its best efforts to arrange for the 2020 Financing, which amounts will be obtained in several tranches.

The proceeds from

the 2020 Financing will be used to fund the Company’s clinical development program, as currently constituted and envisioned,

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

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 provisions:

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

interest of the 2017 Notes;

The 2 nd Loan will bear interest at the rate of eight percent (8%) per annum on the outstanding principal amount of

the 2 nd Loan that has been funded to the Company;

In the event there is a change of control of the Company’s Board, the term of the 2020 Notes will be accelerated and all

amounts due under the 2020 Notes will be immediately due and payable, plus interest at the rate of eight percent (8%) per annum,

plus a penalty in the amount equal to ten times (10x) the outstanding principal amount of the 2 nd Loan that has been

funded to the Company;

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

automatically convert into shares of the Company’s Series D Preferred Stock at a price per share equal to $2.8620 effective

on June 20, 2021 subject to certain exceptions.

conversion of the 2 nd Loan, the 2 nd Loan Investors will release their second lien on the IP.

Loan Investors in the 2020 Financing will hold Series D Preferred Stock pari passu with the Series D Preferred Stock of

1 st Loan Investors in the 2017 Financing.

Series D Preferred Stock

of December 31, 2020, and through the date of filing, the Series D Preferred Stock had not been designated by the Board.

terms of the 2017 Notes and 2020 Notes, if the Company has not designated the Series D Preferred Stock or if an insufficient number

of Series D Preferred shares exist upon a conversion by a note holder, then the outstanding loans will continue to accrue interest

at a rate of 8% per annum until which time the Company has designated a sufficient number of Series D Preferred shares.

Series D Preferred Stock will have a first priority right to receive proceeds from the sale, liquidation or dissolution of the

Company or any of the Company’s assets (each, a “Company Event”).

a Company Event occurs within two (2) years of the date of issuance of the Series D Preferred Stock (the “Date of Issuance”),

the holders of Series D Preferred Stock will receive a preference of four times (4x) their respective investment amount.

Company Event occurs after the second (2nd) anniversary of the Date of Issuance, the holders of the Series D Preferred Stock will

receive a preference of six times (6x) their respective investment amount.

Series D Preferred Stock will be convertible at the option of the holders thereof into shares of the Company’s common stock

based on a formula to achieve a one-for-ten conversion ratio.

The Series D Preferred Stock will automatically convert into shares

of the Company’s common stock upon the fifth (5 th ) anniversary of the Date of Issuance.

an as-converted basis, the Series D Preferred Stock will carry the right to ten (10) votes per share.

The Series D Preferred Stock

will not have any dividend preference but will be entitled to receive, on a pari passu basis, dividends, if any, that are

declared and paid on any other class of the Company’s capital stock.

The holders of Series D Preferred Stock will not have

anti-dilution protection.

2020 holders of 7,855,062 warrants to purchase the common stock of the Company at $0.0533 per share, have exercised these warrants.

The Company has received proceeds in the aggregate amount of $418,675.

of Operating Results

and Development Expenses

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:

of conducting clinical trials, including amounts paid to clinical centers, clinical research organizations and consultants,

among others;

and related expenses for personnel, including stock-based compensation expense;

outside service costs including cost of contract manufacturing;

costs of supplies and reagents;

and depreciation charges.

expense research and development costs as incurred.

and development activities are central to our business model.

We expect our research and development expenses to increase in the

future as we advance our existing product candidates through clinical trials and pursue their regulatory approval.

clinical development and pursuing regulatory approval are both costly and time-consuming activities.

As a result of known and

unknown uncertainties, we are unable to determine the duration and completion costs of our research and development activities,

or if, when, and to what extent we will generate revenue from any subsequent commercialization and sale of our drug product candidates.

and Administrative Expenses

and administrative expense consists 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.

of the Years Ended December 31, 2020 and 2019

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

Total Operating Expenses

Total Operating Loss

Other Income/(Expense):

Gain on settlement of lawsuits

Research and development tax credit

Investment and interest income

Interest expense

Total Other Expense, Net

$ (6,677,587 )

$ (6,922,537 )

and Development

and development expenses were $2,812,760 for the year ended December 31, 2020, a decrease of $1,189,254 or 29.7% compared to the

year ended December 31, 2019.

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:

Clinical trial and research expenses

Depreciation/amortization

Payroll and taxes

Rent and utilities

Total research and development

$ (1,189,254 )

and Administrative

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 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:

Directors fees

Legal and litigation

Other general and administrative cost

Payroll and taxes

Professional fees

Rent and utilities

Foreign currency translation

Total general and administrative

Income/(Expense)

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,

The increase was due to the increased number of convertible notes payable relating to the 2020 Notes.

following table summarizes our Other Income/(Expenses) incurred during the years ended December 31, 2020 and 2019:

For the Years Ended

Increase/(Decrease)

Other Income/(Expense):

Gain on settlement of lawsuits

Research and development tax credit

Investment and interest income

Interest expense

Total Other Expense

and Going Concern

cash and cash equivalents were $97,231 at December 31, 2020, compared with $590,706 at December 31, 2019.

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 $240,494,415 as of December

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 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.

Management’s

plans include selling our equity securities and obtaining other financing to fund our capital requirement and on-going operations,

including the 2020 Financing discussed above;

however, there can be no assurance we will be successful in these efforts.

The financial

statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

funds will be needed to continue and complete our ongoing and planned clinical trials.

plans to access capital resources through possible public or private equity offerings, including the 2020 Financing, exchange

offers, debt financings, corporate collaborations, or other means.

If we are unable to raise sufficient capital through the 2020

Financing or otherwise, we will not be able to pay our obligations as they become due.

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 2021 and beyond.

We anticipate

that these funds will otherwise come from the proceeds of private placement transactions, including the 2020 Financing, the exercise

of existing warrants and 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.

the years ended December 31, 2020 and 2019, our sources and uses of cash were as follows:

Cash Used in Operating Activities

experienced negative cash flow from operating activities for the years ended December 31, 2020 and 2019 in the amounts of $4,085,795

and $6,190,215, respectively.

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 $6,677,587, 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.

The net cash used in operating activities for

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

Cash Used in Investing Activities

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.

Accounting Policies

critical accounting policies are included in Note 3 –

Significant Accounting Policies of our consolidated financial statements

included within this annual report.

Accounting Pronouncements

issued accounting standards are included in Note 3 –

Significant Accounting Policies of our consolidated financial statements

included within this annual report.

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

about the securities authorized for issuance under our equity compensation plans will be set forth under the heading “Equity Compensation

Plan Information” in the definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, which will be filed with the SEC

pursuant to Regulation 14A under the Exchange Act, incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K.

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