PROVECTUS BIOPHARMACEUTICALS, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS. PROVECTUS BIOPHARMACEUTICALS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS June 30, December 31, 2024 2023 (Unaudited) Assets Current Assets: Cash $ 29,581 $ 76,576 Restricted cash 559,702 950,223 Short-term receivables 767 476 Prepaid expenses and other current assets 210,194 337,522 Total Current Assets 800,244 1,364,797 Equipment and furnishings, less accumulated depreciation of $ 115,455 and $ 110,994 , respectively 7,559 12,020 Operating lease right-of-use asset 48,624 72,026 Total Assets $ 856,427 $ 1,448,843 Liabilities and Stockholders’ Deficit Current Liabilities: Accounts payable $ 1,321,947 $ 1,675,891 Unearned grant revenue 460,185 953,248 Other accrued expenses 3,388,425 3,240,436 Accrued interest 62,076 22,600 Accrued interest - related parties 89,030 123,828 Accrued interest 89,030 123,828 Notes payable 109,862 277,815 Convertible notes payable 1,153,000 800,000 Convertible notes payable - related parties 1,735,000 1,875,000 Convertible notes payable 1,735,000 1,875,000 Operating lease liability, current portion 49,975 48,077 Total Current Liabilities 8,369,500 9,016,895 Operating lease liability, non-current portion - 25,299 Total Liabilities 8,369,500 9,042,194 Commitments, contingencies, and litigations (Note 12) - - Stockholders’ Deficit: Preferred stock; par value $ 0.001 per share; 25,000,000 shares authorized; Series D Convertible Preferred Stock; 957,100 and 12,374,000 shares designated at June 30, 2024 and December 31, 2023, respectively; 956,985 and 12,373,247 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively; aggregate liquidation preference of $ 1,095,556 and $ 14,164,889 at June 30, 2024 and December 31, 2023, respectively 957 12,373 Series D-1 Convertible Preferred Stock; 23,042,900 and 11,241,000 shares designated at June 30, 2024 and December 31, 2023, respectively; 12,002,888 and 10,361,097 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively; aggregate liquidation preference of $ 137,408,291 and $ 118,613,136 at June 30, 2024 and December 31, 2023, respectively 12,003 10,361 Preferred stock, value 12,003 10,361 Common stock; par value $ 0.001 per share; 1,000,000,000 shares authorized; 419,522,119 shares issued and outstanding at June 30, 2024 and December 31, 2023 419,522 419,522 Additional paid-in capital 246,156,198 244,714,967 Accumulated other comprehensive loss ( 60,454 ) ( 60,165 ) Accumulated deficit ( 254,041,299 ) ( 252,690,409 ) Total Stockholders’ Deficit ( 7,513,073 ) ( 7,593,351 ) Total Liabilities and Stockholders’ Deficit $ 856,427 $ 1,448,843 See accompanying notes to condensed consolidated financial statements. 2 PROVECTUS BIOPHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) 2024 2023 2024 2023 For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 Grant Revenue $ 254,991 $ 161,842 $ 493,063 $ 366,867 Operating Expenses: Research and development 472,927 434,214 1,028,462 982,607 General and administrative 576,918 527,831 706,720 966,676 Total Operating Expenses 1,049,845 962,045 1,735,182 1,949,283 Total Operating Loss ( 794,854 ) ( 800,203 ) ( 1,242,119 ) ( 1,582,416 ) Other Income/(Expense): Research and development tax credit 9,301 15,965 9,301 15,965 Interest expense ( 61,295 ) ( 50,824 ) ( 118,072 ) ( 96,065 ) Total Other Expense, Net ( 51,994 ) ( 34,859 ) ( 108,771 ) ( 80,100 ) Net Loss $ ( 846,848 ) $ ( 835,062 ) $ ( 1,350,890 ) $ ( 1,662,516 ) Basic and Diluted Loss Per Common Share $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) Weighted Average Number of Common Shares Outstanding - Basic and Diluted 419,522,119 419,497,119 419,522,119 419,497,119 See accompanying notes to condensed consolidated financial statements. 3 PROVECTUS BIOPHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) 2024 2023 2024 2023 For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 Net Loss $ ( 846,848 ) $ ( 835,062 ) $ ( 1,350,890 ) $ ( 1,662,516 ) Other Comprehensive Loss: Foreign currency translation adjustments 126 ( 278 ) ( 289 ) ( 87 ) Total Comprehensive Loss $ ( 846,722 ) $ ( 835,340 ) $ ( 1,351,179 ) $ ( 1,662,603 ) See accompanying notes to condensed consolidated financial statements. 4 PROVECTUS BIOPHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 Shares Amount Shares Amount Shares Amount Capital Loss Deficit Total Accumulated Preferred Stock Preferred Stock Additional Other Series D Series D-1 Common Stock Paid-In Comprehensive Accumulated Shares Amount Shares Amount Shares Amount Capital Loss Deficit Total Balance at January 1, 2024 12,373,247 $ 12,373 10,361,097 $ 10,361 419,522,119 $ 419,522 $ 244,714,967 $ ( 60,165 ) $ ( 252,690,409 ) $ ( 7,593,351 ) Conversion of 2021 Note to Series D1 Preferred Stock - - 226,474 226 - - 647,935 - - 648,161 Comprehensive loss: Net loss - - - - - - - - ( 504,042 ) ( 504,042 ) Other comprehensive loss - - - - - - - ( 415 ) - ( 415 ) Balance at March 31, 2024 12,373,247 $ 12,373 10,587,571 $ 10,587 419,522,119 $ 419,522 $ 245,362,902 $ ( 60,580 ) $ ( 253,194,451 ) $ ( 7,449,647 ) Forfeited shares of Series D Preferred Stock ( 11,416,262 ) ( 11,416 ) - - - - 11,416 - - - Issuance of Series D-1 Preferred Stock for forfeited shares of Series D Preferred Stock - - 1,141,626 1,141 - - ( 1,141 ) - - - Conversion of 2021 Note to Series D1 Preferred Stock - - 273,691 274 - - 783,021 - - 783,296 Comprehensive loss: Net loss - - - - - - - - ( 846,848 ) ( 846,848 ) Other comprehensive income - - - - - - - 126 - 126 Balance at June 30, 2024 956,985 $ 957 12,002,888 $ 12,003 419,522,119 $ 419,522 $ 246,156,198 $ ( 60,454 ) $ ( 254,041,299 ) $ ( 7,513,073 ) 5 FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 Shares Amount Shares Amount Shares Amount Capital Loss Deficit Total Accumulated Preferred Stock Preferred Stock Additional Other Series D Series D-1 Common Stock Paid-In Comprehensive Accumulated Shares Amount Shares Amount Shares Amount Capital Loss Deficit Total Balance at January 1, 2023 12,373,247 $ 12,373 9,746,626 $ 9,747 419,497,119 $ 419,497 $ 242,954,193 $ ( 35,679 ) $ ( 249,588,641 ) $ ( 6,228,510 ) Conversion of 2021 Note to Series D-1 Preferred Stock - - 18,872 18 - - 53,992 - - 54,010 Comprehensive loss: Net loss - - - - - - - - ( 827,454 ) ( 827,454 ) Other comprehensive income - - - - - - - 191 - 191 Balance at March 31, 2023 12,373,247 $ 12,373 9,765,498 $ 9,765 419,497,119 $ 419,497 $ 243,008,185 $ ( 35,488 ) $ ( 250,416,095 ) $ ( 7,001,763 ) Balance 12,373,247 $ 12,373 9,765,498 $ 9,765 419,497,119 $ 419,497 $ 243,008,185 $ ( 35,488 ) $ ( 250,416,095 ) $ ( 7,001,763 ) Conversion of 2021 Note to Series D-1 Preferred Stock - - 188,757 189 - - 540,033 - - 540,222 Comprehensive loss: Net loss - - - - - - - - ( 835,062 ) ( 835,062 ) Other comprehensive loss - - - - - - - ( 278 ) - ( 278 ) Balance at June 30, 2023 12,373,247 $ 12,373 9,954,255 $ 9,954 419,497,119 $ 419,497 $ 243,548,218 $ ( 35,766 ) $ ( 251,251,157 ) $ ( 7,296,881 ) Balance 12,373,247 12,373 9,954,255 9,954 419,497,119 419,497 243,548,218 ( 35,766 ) ( 251,251,157 ) ( 7,296,881 ) See accompanying notes to condensed consolidated financial statements. 6 PROVECTUS BIOPHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 2024 2023 For the Six Months Ended June 30, 2024 2023 Cash Flows From Operating Activities: Net loss $ ( 1,350,890 ) $ ( 1,662,516 ) Adjustments to reconcile net loss to net cash used in operating activities: Non-cash lease expense 23,402 22,272 Depreciation 4,461 4,461 Changes in operating assets and liabilities Short term receivables ( 299 ) ( 1,366 ) Prepaid expenses and other current assets 127,328 314,165 Accounts payable ( 353,763 ) ( 104,704 ) Unearned grant revenue ( 493,063 ) ( 366,866 ) Other accrued expenses 148,011 483,019 Operating lease liability ( 23,401 ) ( 21,597 ) Accrued interest 111,134 91,239 Net Cash Used In Operating Activities ( 1,807,080 ) ( 1,241,893 ) Cash Flows From Financing Activities: Proceeds from issuance of convertible notes payable 353,000 - Proceeds from issuance of convertible notes payable - related parties 1,285,000 1,325,000 Repayment of short-term note payable ( 167,953 ) ( 152,856 ) Repayment of 2021 convertible note payable - related party ( 100,000 ) - Proceeds from exercise of warrants - - Net Cash Provided By Financing Activities 1,370,047 1,172,144 Effect of exchange rates on cash and restricted cash ( 483 ) ( 2,799 ) Net Decrease In Cash and Restricted Cash ( 437,516 ) ( 72,548 ) Cash and Restricted Cash, Beginning of Period 1,026,799 1,431,707 Cash and Restricted Cash, End of Period $ 589,283 $ 1,359,159 Cash and restricted cash consisted of the following: Cash $ 29,581 $ 176,010 Restricted cash 559,702 1,183,149 Cash and Restricted Cash, End of Period $ 589,283 $ 1,359,159 Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $ - $ - Income taxes $ - $ - Non-cash investing and financing activities: Conversion of 2021 Notes and related accrued interest to Series D-1 Preferred Stock $ - $ 594,232 Conversion of 2022 Notes and related accrued interest to Series D-1 Preferred Stock $ 1,431,457 $ - Forfeited shares of Series D Preferred Stock $ ( 11,416 ) $ - Issuance of Series D-1 Preferred Stock for forfeited shares of Series D Preferred Stock $ 1,141 $ - Purchase of insurance policies financed by short-term note payable $ - $ ( 61,735 ) See accompanying notes to condensed consolidated financial statements. 7 PROVECTUS BIOPHARMACEUTICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 based on a class of synthetic small molecule halogenated xanthenes (“HXs”). Our lead HX molecule is named rose bengal sodium (“RBS”). The Company’s proprietary, patented, pharmaceutical-grade RBS is the active pharmaceutical ingredient (“API”) in the drug candidates of our current clinical development programs and the non-clinical formulations of our current non-clinical proof-of-concept in vivo and early discovery programs. Importantly, our pharmaceutical-grade RBS displays different therapeutic effects at different concentrations and can be formulated for delivery by different routes of administration. The Company believes that RBS targets disease in a bifunctional multi-modal manner. Direct contact by RBS may lead to cell death or repair, depending on the disease being treated and the concentration of RBS utilized in the treatment formulation, by one or more targeting mechanisms. Multivariate innate and adaptive immune activation, signaling, and response may follow that may manifest as stimulatory, inhibitory, or both. The Company believes that it is the first entity to advance an RBS formulation into clinical trials for the treatment of a disease, such as those trials reported on the clinical trials registry at ClinicalTrials.gov. The Company believes that it is the first and only entity to date to make pharmaceutical-grade RBS successfully, reproducibly, and consistently at a purity of nearly 100%. The Company’s small molecule medical science platform comprises several different drug candidates and non-clinical targets using different concentrations delivered by different routes of administration specific to each disease area and/or disease indication, including: ● Clinical development programs in oncology (intratumoral administration), dermatology (topical), and ophthalmology (topical), ● Proof-of-concept in vivo programs in oncology (oral), hematology (oral), wound healing (topical), and canine cancers (intratumoral), and ● Early discovery programs ( in vitro ) in infectious diseases and tissue regeneration and repair. 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. 8 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 (“GAAP”) for interim financial information pursuant to Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be reviewed in conjunction with the Company’s audited consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2023 filed with the SEC on March 28, 2024. 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 six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. 2. Liquidity and Going Concern To date, the Company has not generated any revenues or profits from planned principal operations. The Company’s cash and restricted cash were $ 589,283 at June 30, 2024 which includes $ 559,702 of restricted cash resulting from a grant received from the State of Tennessee. The Company’s working capital deficit was $ 7,569,256 and $ 7,652,098 as of June 30, 2024 and December 31, 2023, respectively, net loss for the six months ended June 30, 2024 and 2023 was $ 1,350,890 and $ 1,662,516 , respectively, and cash used in operations was $ 1,807,080 and $ 1,241,893 for the six months ended June 30, 2024 and 2023, 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 halogenated xanthene-based drug products, and to raise additional capital. The Company plans to access capital resources through possible public or private equity offerings, including the 2024 financing (see Note 13), exchange offers, debt financings, corporate collaborations, or other means. In addition, the Company continues to explore opportunities to strategically monetize its lead drug candidates, PV-10 and PH-10, 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 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 it will be successful in co-developing, licensing, and/or commercializing PV-10, PH-10, and/or any other halogenated xanthene-based drug candidate developed by the Company or entering into any financial transaction. Moreover, even if the Company is successful in improving its current cash flow position, the Company nonetheless plans to seek additional funds to meet its long-term requirements in 2024 and beyond. The Company anticipates that these funds will otherwise come from the proceeds of private placement transactions, the exercise of existing warrants and outstanding stock options, or public offerings of debt or equity securities. While the Company believes that it has a reasonable basis for its expectation that it will be able to raise additional funds, there can be no assurance that it will be able to obtain funds on commercially acceptable terms, or complete additional financing in a timely manner. Any such financing may result in significant dilution to stockholders. These factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of liabilities that may be necessary should we be unable to continue as a going concern. Our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America (“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 consolidated financial statements do not necessarily purport to represent realizable or settlement values. 9 3. Significant Accounting Policies Since the date the Company’s December 31, 2023 consolidated financial statements were issued in its 2023 Annual Report on March 28, 2024, there have been no material changes to the Company’s significant accounting policies. Principles of Consolidation Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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, accrued liabilities, and the valuation allowance related to the Company’s deferred tax assets. Restricted Cash Restricted cash consists of a grant award received from the State of Tennessee. Restricted cash available as of June 30, 2024 is $ 559,702 . See Note 10, Grants. Cash Concentrations Cash and restricted cash are 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 there can be no assurance that it will not experience any losses in the future. As of June 30, 2024 and December 31, 2023, the Company had cash and restricted cash balances in excess of FDIC insurance limits of $ 339,283 and $ 776,799 , respectively. 10 Basic and Diluted Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per 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: Schedule of Securities Excluded from Calculation of Weighted Average Dilutive Common Shares June 30, 2024 2023 Warrants - 475,000 Options 3,225,000 3,425,000 Convertible preferred stock 120,985,865 111,915,797 2021 unsecured convertible notes 505,746 2,022,750 2022 unsecured convertible notes 10,113,074 7,485,783 Total potentially dilutive shares 134,829,685 125,324,330 Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07 “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures .” These amendments require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reporting segment are required to provide both the new disclosures and all of the existing disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023-09 are effective for the Company for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-09. 4. Other Accrued Expenses The following table summarizes the other accrued expenses at June 30, 2024 and December 31, 2023: Schedule of Other Accrued Expenses June 30, December 31, 2024 2023 Accrued payroll and taxes $ 1,037,118 $ 719,460 Accrued vacation 109,706 92,985 Accrued directors’ fees 2,054,339 2,330,589 Accrued other expenses 187,262 97,402 Total other accrued expenses $ 3,388,425 $ 3,240,436 11 5. Convertible Notes Payable The following summarizes convertible notes payable activity during the six months ended June 30, 2024: 2021 Financing Schedule of Convertible Notes Payable Non-Related Party Related Party Face Amount Face Amount Total Balance as of January 1, 2024 $ - $ 200,000 $ 200,000 Repayment - ( 100,000 ) ( 100,000 ) Balance as of June 30, 2024 $ - $ 100,000 $ 100,000 2022 Financing Non-Related Party Related Party Face Amount Face Amount Total Balance as of January 1, 2024 $ 800,000 $ 1,675,000 $ 2,475,000 Issued 353,000 1,285,000 1,638,000 Conversion - ( 1,325,000 ) ( 1,325,000 ) Balance as of June 30, 2024 $ 1,153,000 $ 1,635,000 $ 2,788,000 Balance $ 1,153,000 $ 1,635,000 $ 2,788,000 On July 11, 2024, the Board approved the closure of the 2022 Financing. Through June 30, 2024, the Company received 2022 Notes proceeds in the aggregate amount of $ 4,865,500 , of which $ 3,637,500 is from a related party investor (a Company officer/director). For further details on the terms of the 2021 and 2022 Notes, refer to our Form 10-K as filed with the SEC on March 28, 2024. 12 2024 Repayment of 2021 Notes During the six months ended June 30, 2024, the Company repaid $ 100,000 principal owed on the 2021 Note. As of June 30, 2024, principal and interest in the amount of $ 100,000 and $ 44,744 , respectively, remains outstanding on the 2021 Note. 2024 Conversions of 2022 Notes into Preferred Stock During the three months ended June 30, 2024, principal and interest in the aggregate amount of $ 783,296 , owed in connection with the 2022 Notes were converted into 273,691 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. See Note 8, Stockholders’ Deficit for additional information on the Series D-1 Preferred Stock. During the six months ended June 30, 2024, principal and interest in the aggregate amount of $ 1,431,457 , owed in connection with the 2022 Notes were converted into 500,165 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. See Note 8, Stockholders’ Deficit for additional information on the Series D-1 Preferred Stock. 6. Notes Payable The Company obtained short-term financing from AFCO Insurance Premium Finance for our commercial insurance policies. As of June 30, 2024 and December 31, 2023, the balance of the note payable was $ 109,862 and $ 277,815 , respectively. 7. Related Party Transactions During the three months ended June 30, 2024 and 2023, the Company had consulting fees of $ 0 and $ 63,600 , respectively, to Mr. Bruce Horowitz (Capital Strategists) for services rendered. During the six months ended June 30, 2024 and 2023, the Company had consulting fees of $ 63,600 and $ 127,200 , respectively. As of March 25, 2024, Mr. Horowitz resigned as COO and member of the Board. On March 26, 2024, the Company paid Mr. Horowitz $ 250,000 and on June 27, 2024, the Company paid $ 258,000 for outstanding consulting fees. Mr. Horowitz waived the amount of $ 469,000 due to him in directors’ fees. See Note 5 for details of other related party transactions. Directors’ fees incurred during the three months ended June 30, 2024 and 2023, were $ 77,500 and $ 96,250 , respectively. Directors’ fees incurred during the six months ended June 30, 2024 and 2023, were $ 173,750 and $ 192,500 , respectively. Accrued directors’ fees as of June 30, 2024 and December 31, 2023 were $ 2,054,339 and $ 2,330,589 , respectively. 8. Stockholders’ Deficit Preferred Stock During the three months ended June 30, 2024, the Company issued 273,691 shares of Series D-1 Convertible Preferred Stock upon the conversion of $ 725,000 of principal and $ 58,294 accrued interest outstanding on the 2022 Notes. During the six months ended June 30, 2024, the Company issued 500,165 shares of Series D-1 Convertible Preferred Stock upon the conversion of $ 1,325,000 of principal and $ 106,457 accrued interest outstanding on the 2022 Notes. On June 21, 2024, the Board of Directors approved the conversion of 11,416,242 Series D Preferred Shares held by Dominic Rodrigues (a Company officer and director) into 1,141,626 shares of Series D-1 Preferred shares. Number of Preferred Shares On June 24, 2024, the Company filed an amended Series D Certificate of Designation to decrease the authorized shares from 12,374,000 to 957,100 shares of Series D Convertible Preferred Stock. The Series D-1 Certificate of Designation was also amended to increase the authorized shares from 9,441,000 to 23,042,900 shares of Series D-1 Convertible Preferred Stock. 2024 Equity Compensation Plan At the shareholder meeting held on June 20, 2024, the proposal for the new 2024 Equity Compensation Plan was approved. The approval gives the Company authority to grant Options and award Restricted Stock under the 2024 Equity Compensation Plan for up to 100,000,000 shares of our common stock, which are approximately fifteen percent ( 15 %) of the issued and outstanding shares of Common Stock on an as converted basis as of the effective date of the 2024 Equity Compensation Plan. Options During the three and six months ended June 30, 2024 and 2023, the Company did not have any issuances, grants, or exercises of options. The following table summarizes option activities during the six months ended June 30, 2024: Schedule of Option Activity Weighted Average Weighted Average Remaining Aggregate Intrinsic Shares Exercise Price Life in Years Value Outstanding and exercisable at January 1, 2024 3,225,000 $ 0.27 $ - Expired - - Outstanding and exercisable at June 30, 2024 3,225,000 $ 0.27 1.40 $ - 13 The following table summarizes information about options outstanding and exercisable at June 30, 2024: Summary of Stock Options Outstanding Exercise Price Outstanding and Exercisable Weighted Average Remaining Contractual Life Intrinsic Value $ 0.12 2,425,000 1.40 $ 14,550 $ 0.29 100,000 1.40 $ - $ 0.75 550,000 1.50 $ - $ 0.88 150,000 0.10 $ - 3,225,000 1.40 $ 14,550 Warrants During the three and six months ended June 30, 2024 and 2023, the Company did not have any issuances, grants, or exercises of warrants. The following table summarizes warrant activities during the six months ended June 30, 2024: Schedule of Warrant Activity Number of Weighted Average Weighted Average Remaining Aggregate Intrinsic Warrants Exercise Price Life in Years Value Outstanding and exercisable at January 1, 2024 412,500 $ 1.07 Expired ( 412,500 ) 1.07 Outstanding and exercisable at June 30, 2024 - $ - - $ - 14 Annual Stockholder Meeting Proposals The Company held its annual meeting of stockholders on June 20, 2024. Stockholders authorized the Company’s board of directors (the “Board”) to amend the Company’s Certificate of Incorporation, as amended by the Certificate of Designation of Series D Convertible Preferred Stock and Certificate of Designation of Series D-1 Convertible Preferred Stock (the “Certificates of Designation”), to effect a reverse stock split of the Company’s common stock, Series D Convertible Preferred Stock, and Series D-1 Convertible Preferred Stock at a ratio of between 1-for-10 and 1-for-50 , where the ratio would be determined by the Board at its discretion, and to make corresponding amendments to the Certificates of Designation to provide for the proportional adjustment of certain terms upon a reverse stock split, consistent with the Board’s recommendation. The Company’s stockholders also authorized the Board to amend the Company’s Certificate of Incorporation, as amended by the Certificates of Designation, to decrease the number of authorized shares of the Company’s common stock and preferred stock by the same reverse stock split ratio determined by the Board, consistent with the Board’s recommendation. The Board has not acted on these stockholder authorizations as of the filing date. 9. Leases On June 18, 2022, the Company leased 2,700 square feet of corporate office space in Knoxville, Tennessee through an operating lease agreement for a term of three years ending on June 30, 2025. The monthly base rent ranges from $ 4,053 to $ 4,278 over the term of the lease. Total operating lease expense for the three months ended June 30, 2024 was $ 13,002 , of which $ 8,668 was included within research and development and $ 4,334 was included within general and administrative expenses on the condensed consolidated statements of operations. Total operating lease expense for the three months ended June 30, 2023 was $ 12,672 of which $ 8,448 was included within research and development and $ 4,224 was included within general and administrative expenses on the condensed consolidated statements of operations. Total operating lease expense for the six months ended June 30, 2024 was $ 25,844 , of which $ 17,229 was included within research and development and $ 8,615 was included within general and administrative expenses on the condensed consolidated statements of operations. Total operating lease expense for the six months ended June 30, 2023 was $ 26,179 of which $ 17,453 was included within research and development and $ 8,726 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: Schedule of Right-of-use Assets and Liabilities For the Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 23,402 $ 21,597 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ - Weighted Average Remaining Lease Term Operating leases 1 year 2 years Weighted Average Discount Rate Operating leases 5.0 % 5.0 % Future minimum payments under the Company’s non-cancellable lease obligations as of June 30, 2024 were as follows: Future Minimum Payments Schedule of Future Minimum Payments Under Non-cancellable Lease Years Amount 2024 $ 25,669 2025 25,669 Total lease payments 51,338 Less: amount representing imputed interest ( 1,363 ) Present value of lease liability 49,975 Less: current portion ( 49,975 ) Lease liability, non-current portion $ - 10. Grants On October 25, 2021, the Company received a grant award of $ 2,500,000 from the State of Tennessee for the study of animal cancers and dermatological disorders for the period October 15, 2021 to June 30, 2022 (the “Tennessee Grant” or “Grant”). The Tennessee Grant was pre-funded; therefore, the funds do not need to be used in full by June 30, 2022. The Tennessee Grant was provided as reimbursement of research and development expenses related to the development of animal health drug products. The Company has elected gross presentation of the Tennessee Grant income whereby grant revenue is recognized as qualifying costs are incurred and there is reasonable assurance that the conditions of the grant have been met. Qualifying costs are presented as research and development expenses included in the Company’s statement of operations, in the period that such costs are incurred. As of June 30, 2024 and December 31, 2023, $ 460,185 and $ 953,248 , respectively, have been recorded as unearned grant revenue liability on the accompanying condensed consolidated balance sheets, respectively. The Company recorded grant revenue of $ 254,991 and $ 493,063 during the three and six months ended June 30, 2024, respectively, and $ 161,842 and $ 366,867 during the three and six months ended June 30, 2023, respectively. 15 11. License Transactions In the third quarter of 2019, the Company entered into a dialog with Bascom Palmer Eye Institute (“BPEI”) regarding collaboration on BPEI’s ophthalmic photodynamic antimicrobial therapy (“PDAT”) using the Company’s pharmaceutical-grade RBS. On February 16, 2022, and later amended on May 11, 2022, the Company entered into an option agreement with the University of Miami (“UM”) for an exclusive worldwide license of intellectual property (“IP”) developed by the Ophthalmic Biophysics Center (“OBC”) of BPEI that included the use of OBC’s PDAT medical device in combination with formulations of the Company’s pharmaceutical-grade RBS for the treatment of bacterial, fungal, and viral infections of the eye. The Company completed the arrangements of this collaboration during the third quarter of 2022, whereby the Company paid $5,000 for the option that expires on May 31, 2023; agreed to pay up to $10,000 of new UM patent expenses for this IP during the period of the option and up to $25,000 of past UM patent expenses for this IP; and entered into a sponsored research agreement with UM on September 16, 2022 to study the combination of OBC’s PDAT and TOP PV-305, a formulation of the Company’s pharmaceutical-grade RBS, for the treatment of infectious keratitis. On March 21, 2024, the Company entered into an exclusive worldwide license for the IP. Details of the license agreement are reported in the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2024. 12. Commitments, Contingencies and Litigation The Company may, from time to time, be involved in litigation arising from the ordinary course of business. 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 condensed consolidated financial position, results of operations or cash flows. 13. Subsequent Events The Company has evaluated events that have occurred after the balance sheet and through the date the 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. 2024 Financing On July 11, 2024, the Board approved a Financing Term Sheet (the “2024 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 “2024 Financing”), which amounts will be obtained in several tranches. Pursuant to the 2024 Term Sheet, the 2024 Notes (defined below) will convert into shares of the Company’s Series D-1 Preferred Stock twelve months after the issue date of a 2024 Note, subject to certain exceptions. The 2024 Financing will be in the form of an unsecured convertible loan (the “2024 Loan”) from the investors (the “2024 Loan Investors”) and evidenced by convertible promissory notes (individually, a “2024 Note” and collectively, the “2024 Notes”). In addition to customary provisions, the 2024 Notes will contain the following provisions: (i) The 2024 Loan will bear interest at the rate of eight percent ( 8 %) per annum on the outstanding principal amount of the Loan that has been funded to the Company; (ii) In the event there is a change of control of the Board, the term of the 2024 Notes will be accelerated and all amounts due under the 2024 Notes may be immediately due and payable at the 2024 Loan Investors’ option; (iii) The outstanding principal amount and interest payable under the 2024 Loan may be convertible at the 2024 Loan Investors’ option into shares of Series D-1 Convertible Preferred Stock at a price per share equal to $ 2.8620 . The Series D-1 Convertible Preferred Stock is convertible into ten ( 10 ) shares of common stock; and (iv) The outstanding principal amount and interest payable under the 2024 Loan will be automatically convertible into shares of the Company’s Series D-1 Preferred Stock twelve (12) months after the issue date of a 2024 Note at a price per share equal to $ 2.8620 . For further details on the terms of the 2024 Financing and the details of the 2024 Notes, refer to our Form 8-K as filed with the SEC on July 17, 2024. Convertible Notes Payable Subsequent to June 30, 2024, the Company entered into 2024 Notes with a related party investor (Executive Officer) in the aggregate principal amount of $ 215,000 . Series D-1 Preferred Stock Subsequent to June 30, 2024, principal and interest in the aggregate amount of $ 972,600 , owed in connection with 2022 Notes was converted into 339,833 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. Subsequent to June 30, 2024, a holder of 38,474 shares of Series D-1 Preferred Stock voluntarily converted the Preferred Stock into 384,740 shares of Common Stock. 16