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Item 8. Financial Statements and Supplementary Data

2026-03-26 compared with 2025-03-28 · 572 added, 463 removed, 676 unchanged (60% of the section changed)

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TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (Marcum LLP, PCAOB ID No.

Report of Independent Registered Public Accounting Firm (CBIZ CPAs P.C., PCAOB ID No.

Report of Independent Registered Public

Accounting Firm (Marcum LLP, PCAOB ID No.

Consolidated Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the Years Ended December 31, 2024 and 2023

Statements of Comprehensive Loss for the Years Ended December 31, 2024 and 2023

Statements of Changes In Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023

Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes In Stockholders’ Deficit for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

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on the Financial Statements

have audited the accompanying consolidated balance sheets of Provectus Biopharmaceuticals, Inc.

(the “Company”) as of

December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders’

deficit, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, based on our audits, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its

operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting

principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of Provectus Biopharmaceuticals,

(the “Company”) as of December 31, 2025, the related consolidated statements of operations, comprehensive loss, changes

in stockholders’ deficit and cash flows for the year then ended, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended December

31, 2025, in conformity with accounting principles generally accepted in the United States of America.

discussed in Notes 2 and 11 to the financial statements, the Company adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to

Income Tax Disclosures (“ASU 2023-09”).

We have also audited the adjustments to the 2024 financial statements retrospectively adjust the disclosures for the adoption of ASU 2023-09 in 2025.

In our opinion, such retrospective adjustments are appropriate and

have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2024 financial statements of the Company

other than with respect to these retrospective adjustments, and accordingly, we do not express an opinion or any other form of assurance

on the 2024 financial statements taken as a whole.

Paragraph – Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

more fully described in Note 2, the Company has a significant working capital deficit, has incurred significant losses and needs to

raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in

The consolidated financial statements do not include any adjustments that might result from the outcome of this

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

CBIZ CPAS P.C.

have served as the Company’s auditor since 2016 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.

November 1, 2024).

March 25, 2026

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of

Biopharmaceuticals, Inc.

on the Financial Statements

We have audited, before the effects of the retrospective

adjustments to the disclosures for the adoption of ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

(“ASU 2023-09”) as discussed in Notes 2 and 11 to the consolidated financial statements, the accompanying consolidated balance

sheet of Provectus Biopharmaceuticals, Inc.

(the “Company”) as of December 31, 2024, the related consolidated statements

of operations, comprehensive loss, changes in stockholders’ deficit and cash flows for the year then ended, and the related notes

(collectively referred to as the “financial statements”).

In our opinion the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows

for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the retrospective adjustments to the disclosures for the adoption of

ASU 2023-09 as discussed in Notes 2 and 11 to the financial statements, and accordingly, we do not express an opinion or any other form

of assurance about whether such adjustments are appropriate and have been properly applied.

Those retrospective adjustments were audited

by CBIZ CPAs P.C.

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully

described in Note 2, the Company has a significant working capital deficit, has incurred significant losses and

needs to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about

the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this

As more fully described

in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds

to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

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securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

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Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

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the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

Audit Matters

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We determined that there are no critical audit matters.

have served as the Company’s auditor since 2016.

have served as the Company’s auditor from 2016 through 2025.

March 27, 2025

BIOPHARMACEUTICALS, INC.

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Restricted cash

Short-term receivables

Prepaid expenses and other current assets

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Unearned grant revenue

Other accrued expenses

Accrued interest

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Accrued interest

Other accrued expenses

Notes payable

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Total Current Liabilities

Notes payable, non-current portion

Operating lease liability, non-current portion

Total Liabilities

Commitments, contingencies, and litigations (Note 17)

Commitments, contingencies, and litigation (Note 16)

Stockholders’ Deficit:

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Series D Convertible Preferred Stock;

957,100 and 12,374,000 shares designated at December 31, 2024 and 2023, respectively;

956,985 and 12,373,247 shares issued and outstanding at December 31, 2024 and 2023, respectively;

aggregate liquidation preference of $ 1,095,556 and $ 14,164,889 at December 31, 2024 and 2023, respectively

957,100 shares designated at December 31, 2025 and 2024;

956,985 shares issued and

outstanding at December 31, 2025 and 2024;

aggregate liquidation preference of $ 1,643,333 and $ 1,095,556 at December 31, 2025 and

December 31, 2024, respectively

Series D-1 Convertible Preferred Stock;

23,042,900 and 11,241,000 shares designated at December

31, 2024 and 2023, respectively;

13,106,223 and 10,361,097 shares issued and outstanding at December 31, 2024 and 2023, respectively;

aggregate liquidation preference of $ 150,040,045 and $ 118,613,136 at December 31, 2024 and 2023, respectively

23,042,900 shares designated at December 31, 2025 and December 31, 2024;

14,183,315 and

13,106,223 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively;

aggregate liquidation preference

of $ 227,778,438 and $ 150,040,045 at December 31, 2025 and December 31, 2024, respectively

Preferred Stock, value

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1,000,000,000 shares authorized;

420,279,879 and 419,522,119 shares issued and

outstanding at December 31, 2024 and 2023

420,279,879 shares issued and outstanding at December

31, 2025 and 2024

Additional paid-in capital

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( 257,422,961 )

Total stockholders’ deficit attributable to Provectus Biopharmaceuticals,

Total Provectus Biopharmaceuticals, Inc., Stockholders’ Deficit

( 6,298,737 )

( 5,959,332 )

Non-controlling interest

Non-controlling interest in subsidiary

Total Stockholders’ Deficit

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Other Income (Expense):

Research and development tax credit

Research and development credit

Interest expense

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Net Loss attributable to noncontrolling interest

Net loss attributable to Provectus Biopharmaceuticals, Inc.

Net Loss attributable to common stockholders

$ ( 5,430,851 )

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Basic and Diluted Loss Per Common Share

Weighted Average Number of Common

Shares Outstanding - Basic and Diluted

Weighted Average Number of Common Shares Outstanding - Basic and Diluted

accompanying notes to consolidated financial statements.

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$ ( 4,762,137 )

Other Comprehensive (Loss):

Other Comprehensive Loss (Gain):

Foreign currency translation adjustments

Comprehensive loss

Comprehensive Loss, net

( 5,504,574 )

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Comprehensive Loss attributed to non-controlling interest

Comprehensive loss attributed to controlling interests

Comprehensive Loss attributed to controlling interest

$ ( 5,430,301 )

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Comprehensive

Noncontrolling

Balance at January 1, 2024

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$ ( 7,593,351 )

Forfeited shares of Series D Preferred Stock

( 11,416,262 )

Issuance of Series D-1 Preferred Stock for forfeited shares of Series D Preferred Stock

Issuance of common stock of majority-owned subsidiary

Stock-based compensation:

Conversion of 2021 Notes to Series D-1 Preferred Stock

Amortization of stock options

Conversion of accrued directors’ fees to Series D-1 Preferred Stock

Conversion of 2022 Notes to Series D-1 Preferred Stock

Conversion of Series D-1 Preferred Stock to Common Stock

Comprehensive loss:

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$ ( 5,969,225 )

( 252,690,409 )

( 7,593,351 )

Forfeited shares of Series D Preferred Stock

( 11,416,262 )

Issuance of Series D-1 Preferred Stock for forfeited shares of Series D Preferred

Issuance of common stock of majority-owned subsidiary

Stock-based compensation:

Conversion of accrued directors’ fees to Series D-1 Preferred Stock

Conversion of 2022 Notes to Series D-1 Preferred Stock

Conversion of Series D-1 Preferred Stock to Common Stock

Conversion of 2024 Notes to Series D-1 Preferred Stock

Stock-based compensation:

Amortization of stock options

Comprehensive loss:

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( 5,505,124 )

Other comprehensive loss

Other comprehensive income

Balance at December 31, 2025

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$ ( 6,302,718 )

$ 251,090,027

$ ( 257,422,961 )

$ ( 5,969,225 )

accompanying notes to consolidated financial statements.

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STATEMENTS OF CASH FLOWS

For the Years Ended

For the Year Ended

Cash Flows From Operating Activities:

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Unearned grant revenue

Accrued interest

Other accrued expenses

Operating lease liability

Accrued interest

Cash Used In Operating Activities

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Proceeds from issuance of convertible notes payable

Proceeds from issuance of convertible notes payable - related party

Proceeds from issuance of convertible notes payable - related parties

Proceeds from issuance of common stock of majority-owned subsidiary

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Cash Provided By Financing Activities

of exchange rates on cash and restricted cash

Decrease In Cash and Restricted Cash

Cash and Restricted Cash, Beginning of Period

Cash and Restricted Cash, End of Period

Effect of exchange rates on cash and restricted cash

Net Decrease In Cash and

Restricted Cash

and Restricted Cash, Beginning of Period

and Restricted Cash, End of Period

Cash and restricted cash consisted of the following:

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Supplemental Disclosures of Cash Flow Information:

Cash paid during the year for:

Non-cash investing and financing activities:

Conversion of 2021 Notes and related accrued interest to Series D-1 Preferred Stock

Conversion of 2022 Notes and related accrued interest to Series D-1 Preferred Stock

Cash paid during the period for:

Non-cash investing and

financing activities:

Conversion of 2022 Notes and related accrued interest to

Series D-1 Preferred Stock

Conversion of 2024 Notes and related accrued interest to

Series D-1 Preferred Stock

ROU asset in exchange for lease liability

Purchase of insurance policies financed by short-term note payable

$ ( 203,638 )

$ ( 233,783 )

Purchase of software financed by short-term note payable

Conversion of accrued directors’ fees to Series D-1 Preferred Stock

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Forfeited shares of Series D Preferred Stock

Issuance of Series D-1 Preferred Stock for forfeited shares of Series D Preferred Stock

Issuance of Series D-1 Preferred Stock for forfeited shares

of Series D Preferred Stock

Issuance of common stock of majority-owned subsidiary

Purchase of insurance policies financed by short-term note payable

$ ( 233,783 )

$ ( 306,050 )

accompanying notes to consolidated financial statements.

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Liquidity and Going Concern

To date, the Company has not generated any revenues

or profits from planned principal operations.

Company’s aggregate cash and restricted cash balance was $ 489,726

at December 31, 2024 which includes $ 182,284

of restricted cash resulting from a grant received from the State of Tennessee.

The Company’s working capital deficiency was

$ 5,998,712 and

$ 7,652,098 as

of December 31, 2024 and 2023, respectively, Net loss for the years ended December 31, 2024 and 2023 were $ 4,762,137 and $ 3,101,768 ,

respectively, and cash used in operations was $ 3,284,091 and $ 2,571,978 for the years ended December 31, 2024 and 2023,

respectively.

Since the Company’s inception, there has been a history of recurring net losses from operations, recurring use

of cash in operating activities and working capital deficits.

cash requirements for our current liabilities include approximately $ 3.3

million for accounts payable and accrued expenses, approximately $ 0.2

million for notes payable and approximately $ 26,000

for future payments under operating leases.

The Company continues to incur significant operating losses.

Further, 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.

date, the Company has not generated any revenues or profits from planned principal operations.

Company’s cash balance was $ 251,291 at December 31, 2025.

There was no restricted cash associated with the grant received from

the State of Tennessee at December 31, 2025 due to the completion of the grant award program during 2025.

The Company’s working

capital deficit was $ 6,329,503 and $ 5,998,712 as of December 31, 2025 and 2024, respectively.

Net loss for the years ended December

31, 2025 and 2024 were $ 5,505,124 and $ 4,762,137 , respectively, and cash used in operations was $ 3,325,991 and $ 3,284,091 for the years

ended December 31, 2025 and 2024, respectively.

Since the Company’s inception, there has been a history of recurring net losses

from operations, recurring use of cash in operating activities and working capital deficits.

cash requirements for our current liabilities include approximately $ 3.9 million

for accounts payable and accrued expenses, approximately $ 0.2 million

for notes payable and approximately $ 48,000 for

future payments under operating leases.

Also, a related party convertible note payable in the amount of $ 100,000

plus approximately $ 59,444

of related interest is past due, and additional convertible debt in the amount of $ 2,510,000

plus $ 107,824

of accrued interest will mature 1 one

year from the date of the notes if not converted prior to maturity,

The Company continues to incur significant

operating losses.

Further, 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.

circumstances raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date

that these consolidated financial statements are issued.

The Company plans to access capital resources through possible public or

private equity offerings, including additional convertible debt issuance pursuant to the 2025 Financing (see Note 5 and Note 10), 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.

ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility

to evaluate whether conditions and/or events raise substantial doubt about its ability to meet future financial obligations as they become

due within one year after the date that these financial statements are issued.

The accompanying consolidated financial statements have

been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of

liabilities in the normal course of business.

The financial statements do not include any adjustment that might become necessary should

the Company be unable to continue as a going concern.

factors raise substantial doubt about the Company’s our ability to continue as a going concern.

Company plans to access capital resources through possible public or private equity offerings, including additional convertible debt

issuance pursuant to the 2025 Financing (see Note 5) exchange offers, debt financings, corporate collaborations, or other means.

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.

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

factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans to mitigate

the factors which raise substantial doubt include (1) raising funds from the proceeds of private placement transactions, the exercise

of outstanding stock options, or public offerings of debt or equity securities, and (2) monetizing the Company’s

lead drug candidates.

While the Company believes that it has a reasonable basis for its expectation that it will be able to raise additional

funds, the Company cannot provide assurance that such financing will be available when needed or on acceptable terms, or that it will

be able to complete additional financing in a timely manner.

of outstanding stock options, or public offerings of debt or equity securities, and (2) monetizing the Company’s lead drug candidates.

While the Company believes that it has a reasonable basis for its expectation that it will be able to raise additional funds, the Company

cannot provide assurance that such financing will be available when needed or on acceptable terms, or that it will be able to complete

additional financing in a timely manner.

In addition, any such financing may result in significant dilution to stockholders.

consolidated financial statements do not include any adjustments relating to the recoverability and classification of liabilities that

may be necessary should the Company be unable to continue as a going concern.

ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility

to evaluate whether conditions and/or events raise substantial doubt about its ability to meet future financial obligations as they become

due within one year after the date that these consolidated financial statements are issued.

The accompanying consolidated financial statements

have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction

of liabilities in the normal course of business.

The consolidated financial statements do not include any adjustment that might become

necessary should the Company be unable to continue as a going concern.

Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the consolidated results

of Provectus, its wholly owned subsidiaries, and its newly created majority-owned subsidiary, VisiRose (see Note 16).

of Presentation

consolidated financial statements include the consolidated results of Provectus, its wholly owned subsidiaries, and its majority-owned subsidiary, VisiRose (see Note 15).

The interests of

non-controlling shareholders in VisiRose are presented as net income attributable to noncontrolling interest in the Consolidated Statements

of Operations and as noncontrolling interest in the Consolidated Balance Sheets.

Intercompany balances and transactions have been eliminated

in consolidation.

non-controlling shareholders in VisiRose are presented as net loss attributable to noncontrolling interest in the Consolidated Statements

of Operations and as noncontrolling interest in subsidiary in the Consolidated Balance Sheets.

Intercompany balances and transactions

have been eliminated in consolidation.

preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”)

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assets, stock-based compensation, accrued liabilities, and the valuation allowance related to the Company’s deferred tax assets.

cash consists of a grant award received from the State of Tennessee.

Restricted cash available as of December 31, 2024 is $ 182,284 .

cash of $ 182,284 as of December 31, 2024 consists of a grant award received from the State of Tennessee.

There was no restricted cash

available as of December 31, 2025 due to the completion of the grant award program during 2025.

See Note 14, Grants.

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and furnishings are stated at cost less accumulated depreciation.

Depreciation of equipment is provided for using the straight-line method

over the estimated useful lives of the assets.

Computers and office equipment are being depreciated over five years;

furniture and fixtures

are being depreciated over ten years.

Depreciation of equipment and furnishings is provided for using

the straight-line method over the estimated useful lives of the assets.

Computers and office equipment are being depreciated over five

furniture and fixtures are being depreciated over ten

Leasehold improvements are amortized over the lesser of (a) the useful life of the asset;

the remaining lease term.

or (b) the remaining lease

Maintenance and repairs are charged to operations as incurred.

The Company capitalizes cost attributable to

the betterment of property and equipment when such betterment extends the useful life of the assets.

The Company capitalizes costs attributable to the betterment of

property and equipment when such betterment extends the useful life of the assets.

Company reviews the carrying values of its long-lived assets for possible impairment whenever an event or change in circumstances indicates

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the years ended December 31, 2025 and 2024.

estimates expected credit losses immediately based on existing economic conditions in addition to current and future economic conditions

Receivables are considered past due if full payment is not received by the contractual date.

Past due amounts are generally

written off against the reserve for uncollectibility only after all collection attempts have been exhausted.

As of December 31, 2024

and 2023, there was no allowance for uncollectible amounts.

revenue is recognized when qualifying costs are incurred and there is reasonable assurance that the conditions of the grant have been

Cash received from grants in advance of incurring qualifying costs is recorded as unearned grant revenue and recognized as grant

revenue when qualifying costs are incurred.

Cash received from grants in advance of incurring qualifying costs is recorded as restricted cash and unearned grant revenue.

Grant revenue is recognized

when qualifying costs are incurred.

and Development

and development costs are charged to expense when incurred.

An allocation of payroll expenses to research and development is made based

on a percentage estimate of time spent.

The research and development costs include the following:

payroll, consulting and contract labor,

lab supplies and pharmaceutical preparations, insurance, rent and utilities, and depreciation and amortization.

Research and development costs are expensed as incurred.

Certain shared operating costs, including insurance and facility-related expenses such as rent and utilities, are allocated to research

and development based on management’s estimate of the portion of those costs attributable to research and development activities,

which is currently approximately two-thirds of such costs.

Research and development expenses consist primarily

of payroll and related costs, including stock-based compensation, consulting and contract labor, laboratory supplies and pharmaceutical

preparations, insurance, rent and utilities, and depreciation and amortization.

Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting

expenses related to making such applications) and such costs are included in general and administrative expenses in the accompanying

statements of operations.

consolidated statements of operations.

Company leases properties under operating leases.

The Company recognizes a liability to make lease payments, the “lease

liability”, and an asset representing the right to use the underlying asset during the lease term, the “right-of-use

asset” upon the commencement of a lease.

The lease liability is measured at the present value of the remaining lease payments, discounted at the

Company’s incremental borrowing rate.

The right-of-use asset is measured at the amount of the lease liability adjusted for the

remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven

throughout the lease term, any unamortized initial direct costs, and any impairment of the right-of-use-asset.

Operating lease

expense consists of a single lease cost calculated so that the remaining cost of the lease is allocated over the remaining lease

term on a straight-line basis, variable lease payments not included in the lease liability, and any impairment of the right-of-use

The Company recognizes a liability to make lease payments, the “lease liability,”

and an asset representing the right to use the underlying asset during the lease term, the “right-of-use asset” upon the

commencement of a lease.

The lease liability is measured at the present value of the remaining lease payments, discounted at the Company’s

incremental borrowing rate.

The right-of-use asset is measured at the amount of the lease liability adjusted for the remaining balance

of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term,

any unamortized initial direct costs, and any impairment of the right-of-use-asset.

Operating lease expense consists of a single lease

cost calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis, variable

lease payments not included in the lease liability, and any impairment of the right-of-use asset.

Company accounts for income taxes under the liability method in accordance with Accounting Standards Codification (“ASC”)

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2024 unsecured convertible notes and accrued interest

2025 unsecured convertible notes and accrued interest

Total potentially dilutive shares

Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities

based on the guidance of ASC 820 “ Fair Value Measurements and Disclosures ” (“ASC 820”) which defines fair

value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

The Company determines

the estimated fair value of amounts presented in these consolidated financial statements using available market information and appropriate

methodologies.

However, considerable judgment is required in interpreting market data to develop the estimates of fair value.

The estimates

presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current exchange between

buyer and seller.

The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated

fair value amounts.

These fair value estimates were based upon pertinent information available as of December 31, 2024 and 2023.

amounts of the Company’s financial assets and liabilities, such as cash, restricted cash, receivables, other current assets, accounts

payable, unearned grant income, and accrued expenses approximate fair value due to the short-term nature of these instruments.

Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “ Fair Value Measurements

and Disclosures ” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands

disclosures about fair value measurements.

The Company determines the estimated fair value of amounts presented in these consolidated

financial statements using available market information and appropriate methodologies.

However, considerable judgment is required in

interpreting market data to develop the estimates of fair value.

The estimates presented in the consolidated financial statements are

not necessarily indicative of the amounts that could be realized in a current exchange between buyer and seller.

The use of different

market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

These fair value estimates

were based upon pertinent information available as of December 31, 2025 and 2024.

The carrying amounts of the Company’s financial

assets and liabilities, such as cash, restricted cash, other current assets, accounts payable, unearned grant income, and

accrued expenses approximate fair value due to the short-term nature of these instruments.

carrying amounts of our credit obligations approximate fair value because the effective yields on these obligations, which include contractual

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Australian Dollar denominated assets and liabilities of $ 11,787

at December 31, 2024 and $ 13,916

at December 31, 2023, respectively are translated

into the United States Dollar at the balance sheet date, and net expense accounts of ($ 1,745 )

for the years ended December 31, 2024 and 2023,

respectively are translated at a weighted average exchange rate for the years then ended.

Equity is translated at historical rates and

the resulting foreign currency translation adjustments are included as a component of accumulated other comprehensive loss (“AOCL”),

which is a separate component of stockholders’ deficit.

and $ 1,650 at December 31, 2025 and $ 7,295 and $ 1,020 at December 31, 2024, respectively are translated into the United States Dollar

at the balance sheet date, and net expense accounts of ($ 11 ) and ($ 1,745 ) for the years ended December 31, 2025 and 2024, respectively

are translated at a weighted average exchange rate for the years then ended.

Equity is translated at historical rates and the resulting

foreign currency translation adjustments are included as a component of accumulated other comprehensive loss (“AOCL”), which

is a separate component of stockholders’ deficit.

Therefore, the U.S.

dollar value of the non-equity translated items in

the Company’s consolidated financial statements will fluctuate from period to period, depending on the changing value of the U.S.

dollar versus these currencies.

dollar value of the non-equity translated items in the Company’s

consolidated financial statements will fluctuate from period to period as the result of the changing value of the U.S.

dollar versus the Australian Dollar.

Company engages in foreign currency denominated transactions with its Australian subsidiary.

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provided in exchange for the award, usually the vesting period.

The Company computes the fair value of equity-classified options granted using the Black-Scholes option pricing model.

Option valuation models require the input of highly subjective assumptions

including the expected volatility factor of the market price of the Company’s common stock which is determined by reviewing its

historical public market closing prices.

The Company computes the fair value of equity-classified options granted

using the Black-Scholes option pricing model.

Option valuation models require the input of highly subjective assumptions including the

expected volatility factor of the market price of the Company’s common stock which is determined by reviewing its historical public

market closing prices.

Company has one operating and reporting segment (clinical stage biotechnology), namely, the development of immunotherapy medicines.

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as well as for making strategic operations decisions and managing the organization.

The CODM is not regularly provided with

disaggregated expense information, other than the expense information included in the consolidated statements of operations

and comprehensive loss.

The CODM is not regularly provided with disaggregated

expense information, other than the expense information included in the consolidated statements of operations and comprehensive loss.

The measure of segment assets is reported on the balance sheet as total assets.

Reclassifications

A portion of the prior period stock-based compensation expense, which was

previously reported in general and administrative expenses, has been reclassified to research and development expense in order to conform

to the current period presentation.

This reclassification has no effect on previously reported results of operations or loss per share.

Issued Accounting Pronouncements

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.

In November 2024, the FASB issued ASU

2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures .

ASU 2024-03 is intended to improve

disclosures about a public business entity’s expenses and provide more detailed information to investors about the types of expenses

in commonly presented expense captions.

The amendments in this ASU will be applied retrospectively and are effective for fiscal years

beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures .

ASU 2024-03 is intended to improve disclosures about a public business entity’s expenses and provide more detailed information

to investors about the types of expenses in commonly presented expense captions.

The amendments in this ASU will be applied retrospectively

and are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December

15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of implementing this guidance.

December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) – Accounting for Government Grants Received by Business

This ASU establishes authoritative guidance on the accounting for government grants received by business entities, which

previously did not exist.

In the absence of specific guidance, many business entities analogized to the guidance in International Accounting

Standard (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance, or Subtopic 958-605, Not-for-Profit Entities—Revenue

The ASU defines two types of government grants:

(1) a grant related to an asset (for which there are two approaches to record

the grant proceeds) and (2) a grant related to income.

A grant related to an asset is conditioned on the purchase, construction, or acquisition

of an asset (for example, a long-lived asset or inventory).

A grant related to income is other than a grant related to an asset (for

example, a grant that reimburses a business entity for operating expenses).

The ASU defines the criteria that need to be met in order

to recognize government grant proceeds and prescribes that a business entity present a grant related to income and a grant related to

an asset for which the deferred income approach is elected as part of earnings either (1) separately under a general heading such as

other income or (2) deducted from the related expense.

The ASU is effective for fiscal years beginning after December 15, 2028, and interim

periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of implementing this

Adopted Accounting Pronouncements

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 amendments in ASU2023-07 require, among other things,

disclosure of significant segment expenses that are regularly provided to an entity’s chief operating decision maker

(“CODM”) and a description of other segment items (the difference between segment revenue less the segment expenses

disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment, as

well as disclosure of the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment

profit or loss in assessing segment performance and deciding how to allocate resources.

Annual disclosures are required for fiscal

years beginning after December 15, 2023 and interim periods are required for periods within fiscal years beginning after December

The Company has adopted this guidance on December 31, 2024, which did not have an impact on its financial position, results of operations, or

cash flows, although it did result in expanded reportable segment disclosures,

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 adopted the amendments of ASU 2023-09

effective January 1, 2025, and has included the required disclosures in this Annual Report on Form 10-K for the year ended December

The adoption of ASU 2023-09 enhances the transparency of income tax disclosures primarily related to the rate

reconciliation and income taxes paid information.

The retrospective adoption of ASU 2023-09 did not have a material impact on the

Company’s consolidated financial condition, results of operations or cash flows since the guidance pertains to disclosure

Other Accrued Expenses

following table summarizes the other accrued expenses at December 31, 2025 and 2024:

Schedule of Other Accrued Expenses

of Other Accrued Expenses

For the Years Ended

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Schedule of Convertible Notes Payable

Non-Related Party

Related Party

Non-Related Party

Related Party

Non-Related Party

Related Party

Non-Related Party

Related Party

2021 Financing

1 unchanged sentence

2024 Financing

2025 Financing

Non-Related Party

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Related Party

Non-Related Party

Related Party

Balance as of January 1, 2024

1 unchanged sentence

( 1,675,000 )

Balance as of December 31, 2023

Principal repaid

( 1,775,000 )

Balance as of January 1, 2025

Principal converted

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Balance as of December 31, 2025

of December 31, 2024 and December 31, 2023, accrued interest on the convertible notes was $ 172,687 and $ 146,428 , respectively.

of December 31, 2025 and December 31, 2024, accrued interest on the convertible notes was $ 143,924

and $ 172,687 ,

respectively.

party investors in the Company’s convertible notes consist of an officer and an officer/director of the Company.

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terms as those investors.

The embedded conversion options associated with the

2021 Notes do not require bifurcation and treatment as a derivative liability.

On September 20, 2022, the Board approved the closure

of the 2021 Financing.

During the year ended December 31, 2024, the Company repaid $ 100,000 of

principal owed on the 2021 Note.

As of December 31, 2024, principal and interest in the amount of $ 100,000 and $ 51,444 , respectively,

remains outstanding on the 2021 Note.

the year ended December 31, 2023, principal and interest in the aggregate amount of $ 945,464 ,

owed in connection with the 2021 Notes were converted into 330,354

shares of Series D-1 Preferred Stock at the Conversion Price

Any fractional shares issuable pursuant to the formula

were rounded up to the next whole share of Series D-1 Preferred Stock.

See Note 10, Stockholders’ Deficit for additional information

on the Series D-1 Preferred Stock.

the years ended December 31, 2024 and 2023, the Company recorded interest expense of $ 13,400 and $ 46,189 , respectively, related to the

embedded conversion options associated with the 2021 Notes do not require bifurcation and treatment as a derivative liability.

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

of December 31, 2025, principal and interest in the amount of $ 100,000 and $ 59,444 , respectively, remains outstanding on the 2021 Note.

During the year ended December 31, 2024, the Company repaid $ 100,000 of principal owed on the 2021 Note.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 8,000 and $ 13,400 , respectively, related

to the 2021 Notes.

to the 2022 Term Sheet, the 2022 Notes (defined below) will convert into shares of the Company’s Series D-1 Preferred Stock twelve

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Series D-1 Preferred Stock twelve (12) months after the issue date of a 2022 Note.

The embedded conversion options associated with the

2022 Notes do not require bifurcation and treatment as a derivative liability.

On July 11, 2024, the Board approved the closure of the 2022 Financing.

the year ended December 31, 2024, principal and interest in the aggregate amount of $ 2,674,224 ,

owed in connection with the 2022 Notes were converted into 934,398

shares of Series D-1 Preferred Stock at the Conversion Price of $ 2.862

During the year ended December 31, 2023, principal and interest in the aggregate amount of $ 813,099 ,

owed in connection with the 2022 Notes were converted into 284,117

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.

Note 10, Stockholders’ Deficit for additional information on the Series D-1 Preferred Stock.

As of December 31, 2024, principal and interest in the amount of $ 1,638,000

and $ 95,815 , respectively, remains outstanding on the 2022 Note.

the years ended December 31, 2024 and 2023, the Company recorded interest expense of $ 186,654 and $ 159,466 , respectively, related to

the 2022 Notes.

embedded conversion options associated with the 2022 Notes do not require bifurcation and treatment as a derivative liability.

July 11, 2024, the Board approved the closure of the 2022 Financing.

the year ended December 31, 2025, principal and interest in the aggregate amount $ 1,770,603 , owed in connection with the 2022 Notes were

converted into 618,340 shares of Series D-1 Preferred Stock at the Conversion Price of $ 2.862 per share.

During the year ended December

31, 2024, principal and interest in the aggregate amount of $ 2,674,224 , owed in connection with the 2022 Notes were converted into 934,398

shares of Series D-1 Preferred Stock at the Conversion Price of $ 2.862 per share.

Any fractional shares issuable pursuant to the formula

were rounded up to the next whole share of Series D-1 Preferred Stock.

See Note 9, Stockholders’ Deficit for additional information

on the Series D-1 Preferred Stock.

of December 31, 2025, all outstanding 2022 Notes have been converted to Series D-1 Preferred Stock.

For the years ended December 31,

2025 and 2024, the Company recorded interest expense of $ 36,788 and $ 186,654 , respectively, related to the 2022 Notes.

July 11, 2024, the Board approved a Financing Term Sheet (the “2024 Term Sheet”), which set forth the terms under which the

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Series D-1 Preferred Stock twelve (12) months after the issue date of a 2024 Note.

The embedded conversion options associated

with the 2024 Notes do not require bifurcation and treatment as a derivative liability.

of December 31, 2024, principal and interest in the amount of $ 1,215,000 and $ 25,428 , respectively, remains outstanding on the 2024

For the year ended December 31, 2024, the Company recorded interest expense of $ 25,428 ,

related to the 2024 Notes.

On January 15, 2025, the Board approved the closure of the 2024 Financing.

embedded conversion options associated with the 2024 Notes do not require bifurcation and treatment as a derivative liability.

During the year ended December 31, 2025,

principal and interest in the aggregate amount $ 1,312,932 , owed in connection with the 2024 Notes were converted into 458,752 shares

of Series D-1 Preferred Stock at the Conversion Price of $ 2.862 per share.

Any fractional shares issuable pursuant to the formula

were rounded up to the next whole share of Series D-1 Preferred Stock.

See Note 9, Stockholders’ Deficit for additional

information on the Series D-1 Preferred Stock.

December 31, 2025, all outstanding 2024 Notes have been converted to Series D-1 Preferred Stock.

For the years ended December 31,

2025 and 2024, the Company recorded interest expense of $ 72,504 and

respectively, related to the 2024 Notes.

January 15, 2025, the Board approved the closure of the 2024 Financing.

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.

to the 2025 Term Sheet, the 2025 Notes (defined below) will convert into shares of the Company’s Series D-1 Preferred Stock twelve

months after the issue date of a 2025 Note.

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”).

to customary provisions, the 2025 Notes will contain the following provisions:

2025 Notes bear interest at the rate of eight percent ( 8 %) per annum.

the event there is a change of control of the Board, the term of the 2025 Notes will be accelerated and all amounts due under the

2025 Notes may be immediately due and payable at the 2025 Note Investors’ option;

outstanding principal amount and interest payable under the 2025 Notes may be converted early at the 2025 Note Investors’ option

into shares of Series D-1 Preferred Stock at a price per share equal to $ 2.862 .

Each share of Series D-1 Preferred Stock is convertible

into ten ( 10 ) shares of common stock;

outstanding principal amount and interest payable under the 2025 Notes will automatically convert into shares of the Company’s

Series D-1 Preferred Stock twelve (12) months after the issue date of a 2025 Note.

Each share of Series D-1 Preferred Stock is convertible

into ten (10) shares of the Company’s Common Stock.

of December 31, 2025, principal and interest in the amount of $ 2,510,000 and $ 84,480 , respectively, remains outstanding on the 2025 Notes.

For the year ended December 31, 2025, the Company recorded interest expense of $ 84,480 , related to the 2025 Notes.

Notes Payable

Company obtained short-term financing from First Insurance Funding in 2024 for our commercial insurance policies.

As of December 31,

2024, the balance of the note payable was $ 206,463 .

The Company obtained short-term financing from AFCO in 2023 for our commercial insurance policies.

As of December 31, 2023, the

balance of the note payable was $ 277,815 .

For the years

ended December 31, 2024 and 2023, the Company recorded interest expense of $ 13,591 and

Company obtained short-term financing from First Insurance Funding in 2025 for our commercial insurance policies and Wells Fargo for

our new NetSuite Software.

As of December 31, 2025, the balance of the notes payable was $ 241,393 , of which $217,772 was classified as a current liability and $23,621 was

classified as a non-current liability.

As of December 31, 2024, the balance

of the note payable was $ 206,463 .

For the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 5,338 and

$ 13,591 , respectively, related to the notes payable.

Related Party Transactions

the years ended December 31, 2024 and 2023, the Company incurred consulting fees of $ 63,600 and $ 254,400 , for services rendered by Bruce

Horowitz (Capital Strategists) a former member of the Board and former Chief Operating Officer (“COO”).

As of March 25, 2024,

Horowitz resigned as COO and member of the Board.

the year ended December 31, 2024, the Company incurred consulting fees of $ 63,600 for services rendered by Bruce Horowitz (Capital Strategists)

a former member of the Board and former Chief Operating Officer (“COO”).

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.

Horowitz $ 250,000 and on June 27, 2024, the Company paid $ 258,000 for

outstanding consulting fees.

Horowitz for the years ended December 31, 2025 and 2024 were $ 0

and $ 75,000 ,

respectively.

Accrued director fees for Mr.

Horowitz as of December 31, 2024 and 2023 were $ 0

and $ 431,250 ,

respectively.

and $ 18,750 , respectively.

Horowitz waived the amount of $ 450,000

due to him in director fees upon his

March 25, 2024, the Board retained Dominic Rodrigues as the Company’s interim chief operations consultant pursuant to an

Independent Contractor Agreement entered into with Mr.

due to him in director fees upon his resignation.

March 25, 2024, the Board retained Dominic Rodrigues as the Company’s interim chief operations consultant pursuant to an Independent

Contractor Agreement entered into with Mr.

In this role, Mr.

Rodrigues will serve as the Company’s

principal executive officer and will be paid $ 20,000

per calendar month for his services as principal executive officer.

During the year ended December 31, 2024, the Company incurred fees of $ 13,800

for interim consulting services rendered by Mr.

Rodrigues will serve as the Company’s principal executive

officer and will be paid $ 20,000 per calendar month for his services as principal executive officer.

During the year ended December 31,

2024, the Company incurred fees of $ 13,800 for interim consulting services rendered by Mr.

In April 2024, Mr.

Rodrigues was hired as an employee to serve in the

role of president and principal executive officer.

Rodrigues was

hired as an employee to serve in the role of president and principal executive officer.

Note 5 for details of other related party transactions.

fees incurred during the year ended December 31, 2024 and 2023, were $ 328,750 and $ 385,000 , respectively.

fees incurred during the year ended December 31, 2025 and 2024, were $ 310,000

and $ 328,750 ,

respectively.

In the first quarter of 2024, the Company recognized a net gain of $ 121,250 ,

primarily attributable to the $ 450,000 in fees waived by Mr.

Accrued directors’ fees

as of December 31, 2024 and December 31, 2023 were $ 77,500 and $ 2,330,589 , respectively.

Short-term Receivables

receivables at December 31, 2024 and 2023, include the Australian VAT tax credit and $ 2,100,000

that is owed from Peter Culpepper, the former Interim Chief Executive Officer of the Company.

Company has established a reserve of approximately $ 2,100,000

as of December 31, 2024 and 2023, which represents the amount Culpepper owes to the Company in connection with a derivative lawsuit

settlement (excluding the amount of attorneys’ fees incurred in enforcing the terms of the derivative lawsuit

primarily attributable to the $ 450,000

in fees waived by Mr.

Prepaid Expenses and Other Current Assets

The following table summarizes the pre-paid expenses and other current

assets at December 31, 2024 and 2023:

following table summarizes the prepaid expenses and other current assets at December 31, 2025 and 2024:

of Prepaid Expenses And Other Current Assets

the Years Ended

subscriptions

current assets

Prepaid Expenses and Other Current Assets

Other current assets at December 31, 2024 include a refund due from the

University of Tennessee College of Veterinary Medicine upon termination of contract.

For the Years Ended

Deferred tax asset

Prepaid insurance

Prepaid subscriptions

Prepaid other

Other current assets

Total Prepaid Expenses and Other Current Assets

current assets at December 31, 2025 primarily consisted of prepaid software costs related to the implementation of NetSuite.

31, 2024, other current assets primarily consisted of a refund receivable from the University of Tennessee College of Veterinary Medicine

following the termination of a contract.

In addition, as of December 31, 2025

and 2024, the Company has a short-term receivable in the amount of $2,100,000 that is owed from Peter Culpepper, the former Interim Chief

Executive Officer of the Company.

The Company has established a reserve of $2,100,000 as of December 31, 2025 and 2024, such that the

carrying value of the receivable is $0 as of December 31, 2025 and 2024.

Stockholders’ Deficit

of December 31, 2024, the Company was authorized to issue 1,000,000,000

shares of common stock, $ 0.001

par value, and 25,000,000

shares of preferred stock, $ 0.001

The holders of the Company’s

common stock are entitled to one vote per share.

The preferred stock is designated as follows:

shares to Series D Convertible Preferred Stock

(the “Series D Preferred Stock”), and 23,042,900

shares of Series D-1 Convertible Preferred Stock

(the “Series D-1 Preferred Stock”) and 1,000,000

shares undesignated.

of December 31, 2025, the Company was authorized to issue 1,000,000,000 shares of common stock, $ 0.001 par value, and 25,000,000 shares

of preferred stock, $ 0.001 par value.

The holders of the Company’s common stock are entitled to one vote per share.

The preferred

stock is designated as follows:

957,100 shares to Series D Convertible Preferred Stock (the “Series D Preferred Stock”),

and 23,042,900 shares of Series D-1 Convertible Preferred Stock (the “Series D-1 Preferred Stock”) and 1,000,000 shares undesignated.

D and Series D-1 Preferred Stock

37 unchanged sentences

of common stock upon the fifth anniversary of the date of issuance.

See Note 18 – Subsequent Events for information related to the extension of the automatic conversion date.

Stock Issuances

the year ended December 31, 2025, convertible notes with principal and accrued interest in the aggregate amount of $ 3,083,535

were converted into 1,077,092

shares of Series D-1 Preferred Stock.

the year ended December 31, 2024, the Company issued 744,878 shares of Series D-1 Preferred Stock in satisfaction of accrued directors’

fees in the amount of $ 2,131,839 .

the year ended December 31, 2024, the Company issued 1,141,262

shares of Series D-1 Preferred Stock in exchange

of 11,416,262

the year ended December 31, 2024, the Company issued 1,141,262 shares of Series D-1 Preferred Stock in exchange of 11,416,626 shares

of Series D Preferred Stock.

the year ended December 31, 2024, convertible notes with principal and accrued interest in the aggregate amount of $ 2,674,224

were converted into 934,398

shares of Series D-1 Preferred Stock.

During the year ended December 31, 2024, principal

and interest in the aggregate amount of $ 2,674,224 , converted into 934,398 shares of Series D-1 Preferred Stock.

During the year ended December 31, 2023, principal

and interest in the aggregate amount of $ 1,758,563 , converted into 614,471 shares of Series D-1 Preferred Stock.

Stock Issuances

During the year ended December 31, 2024,

the Company issued 757,760 shares of common stock upon the conversion of 75,776 shares of Series D-1 Preferred Stock.

the year ended December 31, 2023, the Company issued an aggregate of 25,000 shares of immediately vested restricted common stock with

a grant date fair value of $ 2,850 for services.

the year ended December 31, 2025, the Company did not issue any shares of common stock.

During the year ended December 31, 2024, the

Company issued 757,760 shares of common stock upon the conversion of 75,776 shares of Series D-1 Preferred Stock.

Stock Incentive Plan and Warrants

2017 Amendment and Restatement of the Provectus Biopharmaceuticals, Inc.

2014 Equity Compensation Plan (the “2017 Equity Compensation

Plan”) provides for the issuance of up to 20,000,000 shares of common stock pursuant to stock options for the benefit of eligible

employees and directors of the Company.

Options granted under the 2017 Equity Compensation Plan are either “incentive stock options”

within the meaning of Section 422 of the Internal Revenue Code or options which are not incentive stock options.

Vested stock options

are exercisable over a period determined by the Board of Directors (through its Compensation Committee), but generally no longer than

10 years after the date they are granted.

The 2017 Equity Compensation Plan, as amended, expired on April 25, 2023.

Equity Compensation Plan

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The approval gives

the Company the 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.

As of December

31, 2024, there were 49,681,898

shares available for issuance under the 2024

Equity Compensation Plan.

the Company the 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.

As of December 31, 2025, there were 49,196,656 shares available for issuance under the 2024 Equity Compensation

following table summarizes option activity during the years ended December 31, 2025 and 2024:

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Weighted Average

Exercise Price

Weighted Average Remaining

Aggregate Intrinsic

Exercise Price

Life in Years

Outstanding and exercisable at January 1, 2023

Outstanding and exercisable at December 31, 2023

Outstanding at January 1, 2025

( 3,075,000 )

Options outstanding at December 31, 2025

Options exercisable at December 31, 2025

December 2, 2024, the Company granted five and ten-year options for the purchase of 50,318,102

shares of the Company’s common stock exercisable at $ 0.2862

per share, as follows:

December 2, 2024, the Company granted five and ten-year options for the purchase of 50,318,102 shares of the Company’s common stock

exercisable at $ 0.2862 per share, as follows:

options for the purchase of 1,550,164 shares of the Company’s common stock, with an aggregate grant date value of $ 112,070

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of Grant Date Value of Stock Option using Black Sholes Valuation Model

free interest rate

Options granted during the

year ended December 31,

Risk free interest rate

Expected term (years)

Expected volatility

Expected dividends

forfeitures are accounted for at the time of occurrence.

8 unchanged sentences

Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being

Forfeitures during the period primarily relate to the options previously held by a former executive officer.

the year ended December 31, 2025, the Company recognized stock-based compensation expense of $ 1,237,546 .

As of December 31, 2024, there

was $ 2,337,412 of unrecognized stock-based compensation related to the above stock options, which will be recognized over the weighted

average remaining vesting period of 1.9 years.

of December 31, 2024, the intrinsic value of outstanding and exercisable options was $ 0 .

During the year ended December 31, 2024, the Company recognized stock-based compensation expense of $ 1,280,776 .

As of December 31, 2025, there was $ 1,230,608

of unrecognized stock-based compensation related to the above

stock options, which will be recognized over the weighted average remaining vesting period of less than one year.

of December 31, 2025 and 2024, the intrinsic value of outstanding and exercisable options was $ 0 .

following table summarizes information about stock options outstanding at December 31, 2025:

2 unchanged sentences

Options Exercisable

Weighted Average

Remaining Life

Exercise Price

were no warrants granted during the years ended December 31, 2024 and 2023.

following table summarizes warrant activity during the years ended December 31, 2024 and 2023:

Weighted Average Remaining Life

following table summarizes warrant activity during the year ended December 31, 2024:

of Warrant Activity

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Outstanding and exercisable at December 31, 2024

of the outstanding warrants are not entitled to vote and the exercise prices of such warrants are subject to customary anti-dilution

was no warrant activity during the year ended December 31, 2025.

domestic and foreign components of loss before income taxes from operations for the years ended December 31, 2025 and 2024 are as follows:

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Schedule of Statutory Federal Income Tax Rate and Effective Tax Rate

Years ended December 31

Year Ended December 31

Tax benefit at federal statutory rate

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Prior year true-up:

Timing differences

Federal NOL carryforward difference

State of TN NOL carryforward difference

Foreign NOL carryforward difference

Expiration of federal & state net operating loss carryforwards

Expiration of warrants and options

Issuance of options

Miscellaneous

Effective income tax rate

State of Tennessee

components of the Company’s deferred income taxes are summarized below:

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Change in valuation allowance

$ ( 442,684 )

valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not

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A portion of the valuation allowance relates to Research and Development credit carryovers.

been no formal Research and Development studies performed related to the amounts calculated for these credits.

While management

believes the amounts taken as credits are accurate, it is possible a future adjustment would be necessary to reduce the value of the

of these credit carryovers.

There has been

no formal Research and Development studies performed related to the amounts calculated for these credits.

While management believes the

amounts taken as credits are accurate, it is possible a future adjustment would be necessary to reduce the value of the of these credit

inception of the Company on January 17, 2002, the Company has generated federal, state, and Australian tax net operating losses of approximately

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lease agreement for a term of three years ending June 30, 2025.

The monthly base rent ranges from $ 4,053 to $ 4,278 over the term on the

The monthly base rent ranged from $ 4,053 to $ 4,278 over the term on the

April 24, 2025, the Company entered into the first amendment to its operating lease agreement, extending the lease term by an additional

three years through June 30, 2028.

Pursuant to the amendment, monthly base rent will range from $ 4,391 to $ 4,616 over the extended term.

expense for operating leases for the year ended December 31, 2025 was $ 47,523 , of which $ 31,457 was included within research and development

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included within general and administrative expenses on the consolidated statements of operations.

of December 31, 2024, the Company had no leases that were classified as a financing lease.

As of December 31, 2024, the Company did not

have additional operating and financing leases that have not yet commenced.

summary of the Company’s right-of-use assets and liabilities is as follows:

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Operating leases

2 years, 6 months

Weighted Average Discount Rate

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Schedule of Future Minimum Payments Under Non-cancellable Lease

Payments during the year ended December 31, 2025

Total lease payments

amount representing imputed interest

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in 2025 or 2024.

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

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 earned and

the related research and development expenses, with Tennessee Grant income presented as grant revenue in the period in which it is

earned, and qualifying costs presented as research and development expenses included in the Company’s statement of operations

in the period that such costs are incurred.

As of December 31, 2024 and 2023, the Company recorded $ 336,108 and

$ 953,248 , respectively, as unearned grant revenue liability on the accompanying audited consolidated balance sheets.

recorded $ 617,140 and

grant revenue during the years ended December 31, 2024 and 2023, respectively.

therefore, the funds did 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 elected gross presentation of the Tennessee Grant income

earned and the related research and development expenses, with Tennessee Grant income presented as grant revenue in the period in

which it was earned, and qualifying costs presented as research and development expenses included in the Company’s

consolidated statement of operations in the period that such costs are incurred.

As of December 31, 2024, the Company recorded

unearned grant revenue liability on the accompanying consolidated balance sheets.

The grant award program was completed and fully

recognized during 2025;

accordingly, the unearned grant revenue liability was $ 0

as of December 31, 2025.

Company recorded $ 336,108 and $ 617,140 grant revenue during the years ended December 31, 2025 and 2024, respectively.

License Transactions

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to the requirements of the License Agreement, the Company created a new subsidiary “VisiRose” for the purpose of developing

and commercializing Licensed Products and Licensed Processes, assigned the License Agreement to VisiRose, and entered into an equity agreement

with respect to VisiRose’s securities.

Pursuant to the equity agreement, VisiRose will be required to issue to the University 5 %

and commercializing Licensed Products and Licensed Processes, assigned the License Agreement to VisiRose, and entered into an equity

agreement with respect to VisiRose’s securities.

Pursuant to the equity agreement, VisiRose is required to issue to the University

5 % of the total number of issued and outstanding shares of VisiRose.

The University will have certain anti-dilution rights related to additional

issuances of VisiRose securities before VisiRose receives a total of $ 2,000,000 in cash.

On December 5, 2024, the Board approved the formation of a subsidiary of

the Company to be incorporated under the laws of the State of Delaware under the name VisiRose and to pursue the development and commercialization

of the Company’s pharmaceutical-grade API RBS for the treatments of ophthalmology diseases and disorders.

The certificate of incorporation

of VisiRose was filed with the secretary of state of Delaware on December 5, 2024.

The University has certain anti-dilution rights related to

additional issuances of VisiRose securities before VisiRose receives a total of $ 2,000,000 in cash.

December 5, 2024, the Board approved the formation of a subsidiary of the Company to be incorporated under the laws of the State of Delaware

under the name VisiRose and to pursue the development and commercialization of the Company’s pharmaceutical-grade API RBS for the

treatments of ophthalmology diseases and disorders.

The certificate of incorporation of VisiRose was filed with the secretary of state

of Delaware on December 5, 2024.

holds a majority ownership interest in its subsidiary, VisiRose, with a 89.3 %

stake, while the University of Miami retains a 5.0 %

ownership interest, and two additional investors hold approximately 1.6 %.

ownership interest, and two additional investors hold ownership interests of approximately 5.7 %.

In accordance with U.S.

Generally Accepted Accounting Principles (GAAP), the Company consolidates

VisiRose’s financial results within its consolidated financial statements.

For the reporting period, the Company recorded a

net loss of $ 29,585

attributable to the noncontrolling interest in VisiRose, reflecting the noncontrolling interests’ proportionate share of the

subsidiary’s losses.

Generally Accepted Accounting Principles (GAAP), the Company consolidates VisiRose’s financial results

within its consolidated financial statements.

During the years ended December 31, 2025 and 2024, the Company recorded a net loss of

and $ 29,585 ,

respectively, attributable to the noncontrolling interest in VisiRose, reflecting the noncontrolling interests’ proportionate

share of the subsidiary’s losses.

During the year ended December 31, 2025 additional investments of $ 850,000 were received by VisiRose.

In connection

with these investments, the University of Miami received an additional 228 shares of common stock.

License Agreement sets forth certain diligence milestones that include forming VisiRose, creating a Licensed Product suitable for submission

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$5,000 upon the first commercial sale of approved Licensed Product and $50,000 upon net sales of Licensed Product of at least $500,000.

Pursuant to the License Agreement,

the Board approved the transfer of certain assets to VisiRose, such as the License Agreement, and the Company’s exclusive

master supply agreement for API and investigational drug product, subject to final review and contract finalization by the Board.

to the License Agreement, the Board approved the transfer of certain assets to VisiRose, such as the License Agreement, and the Company’s

exclusive master supply agreement for API and investigational drug product, subject to final review and contract finalization by the

The Company and VisiRose entered into an agreement on December 20, 2024 whereby the Company assigned the License Agreement to

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adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

Segment Reporting

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.

following table presents disaggregated financial information with respect to the Company’s Clinical Stage Biotechnology segment

for the years ended December 31, 2025 and 2024, respectively:

of Segment Reporting Information

For the Years Ended

Grant Revenue

Operating Expenses:

Research and development

Clinical trial and research expenses

Depreciation/amortization

Payroll and taxes

Stock based compensation

Rent and utilities

Total research and development

General and administrative

Directors’ fees

Other general and administrative expenses

Payroll and taxes

Professional fees

Rent and utilities

Stock based compensation

Travel and entertainment

Foreign currency transaction losses

Total general and administrative

Total Operating Loss

( 5,294,765 )

( 4,532,384 )

Other Income/(Expense):

Research and development tax credit

Interest expense

$ ( 5,505,124 )

$ ( 4,762,137 )

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.

Subsequent Events

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

Financing Note

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 $ 5,000,000 (the “2025 Financing”), which amounts

will be obtained in several tranches.

to the 2025 Term Sheet, the 2025 Notes (defined below) will convert into shares of the Company’s Series D-1 Preferred Stock twelve

months after the issue date of a 2025 Note.

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”).

to customary provisions, the 2025 Notes will contain the following provisions:

2025 Notes 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;

the event there is a change of control of the Board, the term of the 2025 Notes will be accelerated and all amounts due under the

2025 Notes may be immediately due and payable at the 2025 Note Investors’ option;

outstanding principal amount and interest payable under the 2025 Notes may be convertible at the 2025 Note Investors’ option

into shares of Series D-1 Preferred Stock at a price per share equal to $ 2.862 .

The Series D-1 Preferred Stock is convertible into

ten ( 10 ) shares of common stock;

outstanding principal amount and interest payable under the 2025 Notes will be automatically convertible into shares of the Company’s

Series D-1 Preferred Stock twelve (12) months after the issue date of a 2025 Note.

Company has evaluated events that have occurred after the balance sheet date and through the date the consolidated financial statements

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 consolidated financial statements, except as disclosed below.

Notes Payable

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principal amount of $ 175,000 .

to December 31, 2024, principal and interest in the aggregate amount of $ 1,046,695 representing 2022 Notes were converted into 365,400

shares of Series D-1 Convertible Preferred Stock upon automatic conversion of the 2022 Notes.

Subsequent to December 31, 2024, the Company’s majority-owned subsidiary,

VisiRose, received investments totaling $ 700,000 in exchange for the issuance of 3,694 shares of VisiRose common stock.

In accordance

with the licensing agreement, VisiRose also issued an additional 188 shares of common stock to the University of Miami to maintain the

University’s 5 % ownership interest.

Subsequent to December 31, 2025, the Company entered into 2025 Notes with a non-related party investor in the aggregate principal amount

of $ 110,000 .

to December 31, 2025, principal and interest in the aggregate amount of $ 491,097 representing 2025 Notes were converted into 171,594 shares

of Series D-1 Convertible Preferred Stock upon automatic conversion of the 2025 Notes.

Subsequent to December 31, 2025, 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.

to December 31, 2025, the Company’s majority-owned subsidiary, VisiRose, received investments totaling $ 75,000 in exchange for

the issuance of 396 shares of VisiRose common stock.

In accordance with the licensing agreement, VisiRose also issued an additional 40

shares of common stock to the University of Miami to maintain the University’s 5 % ownership interest.

IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data