PROVECTUS BIOPHARMACEUTICALS, INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36457 PROVECTUS BIOPHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 90-0031917 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 800 S. Gay Street , Suite 1610 Knoxville , Tennessee 37929 (Address of principal executive offices) (Zip Code) 866 - 594-5999 (Registrant’s telephone number, including area code) Not Applicable (Former name, former address, and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered None N/A N/A Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No The number of shares outstanding of the registrant’s common stock, par value $ 0.001 per share, as of May 12, 2026 was 420,279,879 . TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION Cautionary Note Regarding Forward-Looking Statements 1 Item 1. Financial Statements (unaudited) 2 Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Comprehensive Loss 4 Condensed Consolidated Statements of Changes in Stockholders’ Deficit 5 Condensed Consolidated Statements of Cash Flows 7 Notes to Condensed Consolidated Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures About Market Risk 25 Item 4. Controls and Procedures 25 PART II - OTHER INFORMATION Item 1. Legal Proceedings 26 Item 1A. Risk Factors 26 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 26 Item 3. Defaults Upon Senior Securities 26 Item 4. Mine Safety Disclosures 26 Item 5. Other Information 26 Item 6. Exhibits 27 SIGNATURES 28 Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains “forward-looking statements” as defined under U.S. federal securities laws. These statements reflect management’s current knowledge, assumptions, beliefs, estimates, and expectations. These statements also express management’s current views of future performance, results, and trends and may be identified by their use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “strategy,” “will,” and other similar terms. Forward-looking statements are subject to a number of risks and uncertainties that could cause our actual results to materially differ from those described in the forward-looking statements. Readers should not place undue reliance on forward-looking statements. Such statements are made as of the date of this Quarterly Report on Form 10-Q, and we undertake no obligation to update such statements after this date, unless otherwise required by law. Risks and uncertainties that could cause our actual results to materially differ from those described in forward-looking statements include those discussed in our filings with the U.S. Securities and Exchange Commission (the “SEC”) (including those described in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025), and: ● The uncertainty of generating (i) sales from rose bengal sodium (“RBS”)-based drug product candidates PV-10 ® , PH-10, PV-305, and/or any RBS-based or other halogenated xanthene (“HX”)-based drug product candidates (if and when approved), (ii) licensing, milestone, royalty, and/or other payments related to these drug product candidates, and/or (iii) payments from the Company’s liquidation, dissolution, or winding up, or any sale, lease, conveyance, or other disposition of any intellectual property relating to these drug product candidates and/or RBS- and other HX-based drug substances; ● The uncertainty of raising additional capital through the proceeds of private placement transactions of debt and/or equity securities, and outstanding stock options, and/or public offerings of debt and/or equity securities; and ● The disruptions from a public health crisis, such as severe acute respiratory syndrome coronavirus 2, or an economic predicament, such as tariffs, or another macro upheaval to our business that could adversely affect our operations and financial condition. 1 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. PROVECTUS BIOPHARMACEUTICALS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS March 31 December 31, 2026 2025 (Unaudited) Assets Current Assets: Cash $ 223,883 $ 251,291 Prepaid expenses and other current assets 236,502 316,583 Total Current Assets 460,385 567,874 Equipment and furnishings, less accumulated depreciation of $ 120,479 and $ 120,013 , respectively 2,534 3,000 Operating lease right-of-use asset 114,661 126,628 Total Assets $ 577,580 $ 697,502 Liabilities and Stockholders’ Deficit Current Liabilities: Accounts payable $ 815,315 $ 716,220 Accrued interest 38,300 23,540 Accrued interest - related parties 119,545 120,384 Accrued interest 119,545 120,384 Other accrued expenses 3,568,311 3,161,379 Notes payable 161,265 217,772 Convertible notes payable 980,000 870,000 Convertible notes payable - related parties 1,510,000 1,740,000 Convertible notes payable 1,510,000 1,740,000 Operating lease liability, current portion 49,025 48,083 Total Current Liabilities 7,241,761 6,897,378 Notes payable, non-current portion - 23,621 Operating lease liability, non-current portion 66,649 79,221 Total Liabilities 7,308,410 7,000,220 Commitments, contingencies, and litigations (Note 13) - - Stockholders’ Deficit: Preferred stock; par value $ 0.001 per share; 25,000,000 shares authorized; Series D Convertible Preferred Stock; 957,100 shares designated at March 31, 2026 and December 31, 2025; 956,985 shares issued and outstanding at March 31, 2026 and December 31, 2025; aggregate liquidation preference of $ 1,643,333 at March 31, 2026 and December 31, 2025, respectively 957 957 Series D-1 Convertible Preferred Stock; 23,042,900 shares designated at March 31, 2026 and December 31, 2025; 14,355,050 and 14,183,315 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively; aggregate liquidation preference of $ 231,040,798 and $ 227,778,438 at March 31, 2026 and December 31, 2025, respectively 14,355 14,183 Preferred Stock value 14,355 14,183 Common stock; par value $ 0.001 per share; 1,000,000,000 shares authorized; 420,279,879 shares issued and outstanding at March 31, 2026 and December 31, 2025 420,280 420,280 Additional paid-in capital 257,043,993 256,179,846 Accumulated other comprehensive loss ( 59,906 ) ( 60,191 ) Accumulated deficit ( 264,144,266 ) ( 262,853,812 ) Total Provectus Biopharmaceuticals, Inc., Stockholders’ Deficit ( 6,724,587 ) ( 6,298,737 ) Non-controlling interest in subsidiary ( 6,243 ) ( 3,981 ) Total Stockholders’ Deficit ( 6,730,830 ) ( 6,302,718 ) Total Liabilities and Stockholders’ Deficit $ 577,580 $ 697,502 See accompanying notes to condensed consolidated financial statements. 2 PROVECTUS BIOPHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) 2026 2025 For the Three Months Ended March 31, 2026 2025 Grant Revenue $ - $ 278,628 Operating Expenses: Research and development 333,334 402,704 General and administrative 914,569 973,865 Total Operating Expenses 1,247,903 1,376,569 Total Operating Loss ( 1,247,903 ) ( 1,097,941 ) Other Expense: Interest expense ( 53,046 ) ( 63,661 ) Net Loss ( 1,300,949 ) ( 1,161,602 ) Net loss attributable to noncontrolling interest ( 10,495 ) ( 21,494 ) Net loss attributable to common stockholders $ ( 1,290,454 ) $ ( 1,140,108 ) Basic and Diluted Loss Per Common Share ( 0.00 ) ( 0.00 ) Weighted Average Number of Common Shares Outstanding - Basic and Diluted 420,279,879 420,279,879 See accompanying notes to condensed consolidated financial statements. 3 PROVECTUS BIOPHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) 2026 2025 For the Three Months Ended March 31, 2026 2025 Net Loss $ ( 1,300,949 ) $ ( 1,161,602 ) Other Comprehensive Income: Foreign currency translation adjustments 285 52 Comprehensive Loss, net ( 1,300,664 ) ( 1,161,550 ) Comprehensive Loss attributable to non-controlling interest ( 10,495 ) ( 21,494 ) Comprehensive Loss attributable to controlling interest $ ( 1,290,169 ) $ ( 1,140,056 ) See accompanying notes to condensed consolidated financial statements. 4 PROVECTUS BIOPHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2026 (Unaudited) Shares Amount Shares Amount Shares Amount Capital Loss Deficit Interest Total Preferred Stock Series D Preferred Stock Series D-1 Common Stock Additional Paid-In Accumulated Other Comprehensive Accumulated Non- controlling Shares Amount Shares Amount Shares Amount Capital Loss Deficit Interest Total Balance at January 1, 2026 956,985 $ 957 14,183,315 $ 14,183 420,279,879 $ 420,280 $ 256,179,846 $ ( 60,191 ) $ ( 262,853,812 ) $ ( 3,981 ) $ ( 6,302,718 ) Issuance of common stock of majority-owned subsidiary - - - - - - 66,767 - - 8,233 75,000 Conversion of 2025 Notes to Series D-1 Preferred Stock - - 171,735 172 - - 491,329 - - - 491,501 Stock-based compensation: Amortization of stock options - - - - - - 306,051 - - - 306,051 Comprehensive loss: Net loss - - - - - - - - ( 1,290,454 ) ( 10,495 ) ( 1,300,949 ) Other comprehensive income - - - - - - - 285 - - 285 Balance at March 31, 2026 956,985 $ 957 14,355,050 $ 14,355 420,279,879 $ 420,280 $ 257,043,993 $ ( 59,906 ) $ ( 264,144,266 ) $ ( 6,243 ) $ ( 6,730,830 ) See accompanying notes to condensed consolidated financial statements. 5 PROVECTUS BIOPHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2025 (Unaudited) Shares Amount Shares Amount Shares Amount Capital Loss Deficit Interest Total Preferred Stock Series D Preferred Stock Series D-1 Common Stock Additional Paid-In Accumulated Other Comprehensive Accumulated Non- controlling Shares Amount Shares Amount Shares Amount Capital Loss Deficit Interest Total Balance at January 1, 2025 956,985 $ 957 13,106,223 $ 13,106 420,279,879 $ 420,280 $ 251,090,027 $ ( 60,741 ) $ ( 257,422,961 ) $ ( 9,893 ) $ ( 5,969,225 ) Balance 956,985 957 13,106,223 $ 13,106 420,279,879 $ 420,280 $ 251,090,027 $ ( 60,741 ) $ ( 257,422,961 ) $ ( 9,893 ) $ ( 5,969,225 ) Issuance of common stock of majority-owned subsidiary - - - - - - 634,782 - - 65,218 700,000 Conversion of 2022 Notes to Series D-1 Preferred Stock - - 365,400 365 - - 1,046,329 - - - 1,046,694 Stock-based compensation: Amortization of stock options - - - - - - 315,100 - - - 315,100 Comprehensive loss: Net loss - - - - - - - - ( 1,140,108 ) ( 21,494 ) ( 1,161,602 ) Other comprehensive income - - - - - - - 52 - - 52 Balance at March 31, 2025 956,985 $ 957 13,471,623 $ 13,471 420,279,879 $ 420,280 $ 253,086,238 $ ( 60,689 ) $ ( 258,563,069 ) $ 33,831 $ ( 5,068,981 ) Balance 956,985 $ 957 13,471,623 $ 13,471 420,279,879 $ 420,280 $ 253,086,238 $ ( 60,689 ) $ ( 258,563,069 ) $ 33,831 $ ( 5,068,981 ) See accompanying notes to condensed consolidated financial statements. 6 PROVECTUS BIOPHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 2026 2025 For the Three Months Ended March 31, 2026 2025 Cash Flows From Operating Activities: Net loss $ ( 1,300,949 ) $ ( 1,161,602 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 306,051 315,100 Non-cash operating lease expense 11,967 12,232 Depreciation 466 467 Changes in operating assets and liabilities Prepaid expenses and other current assets 80,081 307,032 Accounts payable 99,095 ( 362,580 ) Unearned grant revenue - ( 278,628 ) Accrued interest 50,422 58,152 Other accrued expenses 406,932 28,953 Operating lease liability ( 11,630 ) ( 12,570 ) Net Cash Used In Operating Activities ( 357,565 ) ( 1,093,444 ) Cash Flows From Financing Activities: Proceeds from issuance of convertible notes payable 110,000 - Proceeds from issuance of convertible notes payable - related parties 225,000 455,000 Proceeds from issuance of common stock of majority-owned subsidiary 75,000 700,000 Repayment of short-term notes payable ( 80,128 ) ( 81,885 ) Net Cash Provided By Financing Activities 329,872 1,073,115 Effect of exchange rates on cash and restricted cash 285 57 Net Decrease In Cash and Restricted Cash ( 27,408 ) ( 20,272 ) Cash and Restricted Cash, Beginning of Period 251,291 489,726 Cash and Restricted Cash, End of Period $ 223,883 $ 469,454 Cash and restricted cash consisted of the following: Cash $ 223,883 $ 390,435 Restricted cash - 79,019 Cash and Restricted Cash, End of Period $ 223,883 $ 469,454 Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $ 4,305 $ 2,829 Income taxes $ - $ - Non-cash investing and financing activities: Conversion of 2022 Notes and related accrued interest to Series D-1 Preferred Stock $ - $ 1,046,694 Conversion of 2025 Notes and related accrued interest to Series D-1 Preferred Stock $ 491,501 $ - 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. Our drug product candidates are based on bioactive, synthetic, small molecule rose bengal sodium (“RBS”), which is a member of a class of molecules called halogenated xanthenes (“HXs”). The Company’s proprietary, patented, pharmaceutical-grade RBS is the active pharmaceutical ingredient (“API”) in all our clinical development and non-clinical research programs. The Company is the first entity to advance RBS into clinical trials for the treatment of disease. The Company is also the first entity, and currently the only one, to date to make pharmaceutical-grade RBS API consistently at a purity of nearly 100%. RBS can be delivered by different routes of administration. RBS may concurrently display stimulatory and inhibitory effects and may target disease in a bifunctional multi-modal manner. Direct contact by RBS with disease may lead to cell death or repair by one or more targeting mechanisms, depending on the disease being treated and the concentration of RBS being utilized in the formulation. Multivariate innate and adaptive immune activation, signaling, and response may follow. The Company’s RBS drug platform and pipeline comprise drug product candidates and non-clinical formulations that use different amounts of RBS and are delivered by different routes of administration specific to each disease area, including: ● Clinical: Drug development programs in oncology (intratumoral administration), dermatology (topical), and ophthalmology (topical), ● In vivo: Proof-of-concept programs in oncology (oral), hematology (oral), wound healing (topical), and canine cancers (intratumoral), ● In vitro: Early discovery programs in infectious diseases and tissue regeneration and repair, and ● In silico: Computer modeling of amyotrophic lateral sclerosis and other proprietary disease targets. Risks and Uncertainties The Company’s activities are subject to significant risks and uncertainties, including failing to successfully develop and license or commercialize the Company’s prescription drug candidates. Changes in U.S. Trade Policies Could Adversely Affect Our Operations Ongoing uncertainty around U.S. trade policies, tariffs, and international agreements may impact the cost and availability of materials, supplies, and equipment used in our operations or those of our partners. Any disruptions or increased costs resulting from these changes could negatively affect our business, financial condition, results of operations, and the market price of our common stock. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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, 2025 filed with the SEC on March 25, 2026. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. 8 2. Liquidity and Going Concern To date, the Company has not generated any revenues or profits from planned principal operations. The Company’s cash was $ 223,883 and $ 251,291 at March 31, 2026 and December 31, 2025, respectively. The Company’s working capital deficit was $ 6,781,376 and $ 6,329,504 as of March 31, 2026 and December 31, 2025, respectively, net loss for the three months ended March 31, 2026 and 2025 was $ 1,300,949 and $ 1,161,602 , respectively, and cash used in operations was $ 357,565 and $ 1,093,444 for the three months ended March 31, 2026 and 2025, respectively. The Company continues to incur significant operating losses. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company’s business plan and develop and market its products. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these unaudited condensed consolidated financial statements are issued. Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to develop PV-10, PH-10, and/or any other HX-based drug products, and to raise additional capital. The Company plans to access capital resources through possible public or private equity offerings, including the 2025 Financing (see Note 5), exchange offers, debt financings, corporate collaborations, or other means. In addition, the Company continues to explore opportunities to strategically monetize its clinical-stage drug candidates, PV-10, PH-10, and PV-305 through potential co-development and licensing transactions, although there can be no assurance that the Company will be successful with such plans. The Company has historically been able to raise capital through equity 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, we cannot assure you that management will be successful in implementing the Company’s business plan of developing, licensing, and/or commercializing our prescription drug candidates. Moreover, even if we are successful in improving our current cash flow position, we nonetheless plan to seek additional funds to meet our current and long-term requirements in 2026 and beyond. We anticipate that these funds will otherwise come from the proceeds of private placement transactions, including the 2025 Financing, exercise of outstanding stock options, or public offerings of debt or equity securities. While we believe that we have a reasonable basis for our expectation that we will be able to raise additional funds, we cannot assure you that we will be able to complete additional financing in a timely manner. In addition, any such financing may result in significant dilution to stockholders. As of March 31, 2026, cash requirements for our current liabilities include approximately $ 4,432,651 for accounts payable and other accrued expenses (including lease liabilities) and $ 161,265 for notes payable related to our financing of our commercial insurance policies and software license. Principal and interest in the aggregate amount of $ 2,647,845 owed in connection with 2021 and 2025 Convertible Notes Payable convert automatically to preferred stock at maturity and are only subject to repayment in the event of a change of control or event of default. The Company intends to meet its cash requirements from its current cash balance and from future financings. The aforementioned factors indicate that management’s plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. Our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q have been prepared in conformity with 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 condensed 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, 2025 consolidated financial statements were issued in its 2025 Annual Report on March 25, 2026, there have been no material changes to the Company’s significant accounting policies. Basis of Presentation The condensed consolidated financial statements include the consolidated results of Provectus, its wholly owned subsidiaries, and its majority-owned subsidiary, VisiRose (see Note 12). The interests of non-controlling shareholders in VisiRose are presented as net loss attributable to noncontrolling interest in the condensed consolidated statements of operations and as noncontrolling interest in the condensed consolidated balance sheets. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with 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, stock-based compensation, accrued liabilities, and the valuation allowance related to the Company’s deferred tax assets. Cash Concentrations Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits of $ 250,000 , although the Company seeks to minimize this through treasury management. The Company has never experienced any losses related to these balances although no assurance can be provided that it will not experience any losses in the future. As of March 31, 2026 and December 31, 2025, the Company had cash balances in excess of FDIC insurance limits of $ 0 and $ 1,291 , respectively. Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with ASC Topic 815: Derivatives and Hedging . The accounting treatment of derivative financial instruments requires that the Company record qualifying embedded conversion options and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income, or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Embedded conversion options classified as derivative liabilities, and any related equity classified freestanding instruments are recorded as a discount to the host instrument. Basic and Diluted Loss Per Common Share Basic loss per common share is computed by dividing net loss 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 2026 2025 March 31, 2026 2025 Options 50,803,349 53,393,102 Convertible preferred stock 144,507,485 135,673,215 2021 unsecured convertible notes and accrued interest 564,097 536,145 2022 unsecured convertible notes and accrued interest - 2,496,483 2024 unsecured convertible notes and accrued interest - 4,419,035 2025 unsecured convertible notes and accrued interest 8,687,636 1,605,451 Total potentially dilutive shares 204,562,567 198,123,431 10 Segment The Company has one operating and reporting segment (namely, clinical stage biotechnology), for the development of immunotherapy medicines. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker (“CODM”), who is the Company’s chief executive officer, utilizes the Company’s financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and assessing financial performance, as well as for making strategic operations decisions and managing the organization. The CODM is not regularly provided with disaggregated expense information, other than the expense information included in the condensed consolidated statements of operations and comprehensive loss. The measure of segment assets is reported on the condensed consolidated balance sheets 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. Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversions and Other Options . ASU 2024-04 is intended to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company adopted this standard on January 1, 2026. The adoption of ASU 2024-04 did not have a material impact on its condensed consolidated financial statements and related disclosures. 4. Other Accrued Expenses The following table summarizes the other accrued expenses at March 31, 2026 and December 31, 2025: Schedule of Other Accrued Expenses March 31, December 31, 2026 2025 Accrued payroll and taxes $ 2,606,568 $ 2,349,284 Accrued vacation 207,295 189,153 Accrued directors’ fees 465,000 387,500 Accrued other expenses 289,448 235,442 Total Other Accrued Expenses $ 3,568,311 $ 3,161,379 11 5. Convertible Notes Payable The following summarizes convertible notes payable activity during the three months ended March 31, 2026: Schedule of Convertible Notes Payable 2021 Financing 2025 Financing Total Related Party Non-Related Party Related Party Non-Related Party Related Party Balance as of January 1, 2026 $ 100,000 $ 870,000 $ 1,640,000 $ 870,000 $ 1,740,000 Notes issued - 110,000 225,000 110,000 225,000 Principal converted - - ( 455,000 ) - ( 455,000 ) Balance as of March 31, 2026 $ 100,000 $ 980,000 $ 1,410,000 $ 980,000 $ 1,510,000 The 2021 Notes and 2025 Notes, are together, the “Convertible Notes”. The embedded conversion options associated with the Convertible Notes do not require bifurcation and treatment as a derivative liability. Related party investors in the Company’s convertible notes consist of an officer, an officer/director of the Company and a beneficial owner of more than 10% of the Company’s outstanding equity securities. 2025 Financing Note On January 15, 2025, the Board approved a Financing Term Sheet (the “2025 Term Sheet”), which set forth the terms under which the Company will use its best efforts to arrange for financing of a maximum of $ 10,000,000 (the “2025 Financing”), which amounts will be obtained in several tranches. Pursuant 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. The 2025 Financing will be in the form of unsecured convertible loans from the investors (the “2025 Note Investors”) and evidenced by convertible promissory notes (individually, a “2025 Note” and collectively, the “2025 Notes”). In addition to customary provisions, the 2025 Notes will contain the following provisions: (i) The 2025 Notes bear interest at the rate of eight percent ( 8 % ) per annum. (ii) In 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; (iii) The 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; and (iv) The 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. During the three months ended March 31, 2026, the Company received 2025 Notes proceeds in the aggregate amount of $ 335,000 , of which $ 110,000 was from a non-related party and $ 225,000 was from an officer and director of the Company. As of March 31, 2026, principal and interest in the amount of $ 2,390,000 and $ 96,401 , respectively, remains outstanding on the 2025 Notes. See Note 15 for details on issuances of 2025 Notes subsequent to March 31, 2026. 12 2021 Financing On September 20, 2022, the Board approved the closure of the 2021 Financing. As of March 31, 2026, principal and interest in the amount of $ 100,000 and $ 61,444 , respectively, remains outstanding on the 2021 Note. Interest Expense on Convertible Notes Payable During the three months ended March 31, 2026, the Company incurred an aggregate of $ 50,422 in interest expense on outstanding 2021 and 2025 Notes. During the three months ended March 31, 2025, the Company incurred an aggregate of $ 58,152 in interest expense on outstanding 2021, 2022, 2024, and 2025 Notes. As of March 31, 2026 and December 31, 2025, aggregate interest accrued on the Convertible Notes was $ 157,845 and $ 143,924 , respectively. 6. Notes Payable The Company obtained financing for our commercial insurance policies and software license. As of March 31, 2026 and December 31, 2025, the balance of the notes payable was $ 161,265 and $ 217,772 , respectively. 7. Related Party Transactions See Note 5 for details of other related party transactions. Directors’ fees incurred during the three months ended March 31, 2026 and 2025, were $ 77,500 and $ 77,500 , respectively. Accrued directors’ fees as of March 31, 2026 and December 31, 2025 were $ 465,000 and $ 387,500 , respectively. 8. Prepaid Expenses and Other Current Assets The following table summarizes the prepaid expenses and other current assets at March 31, 2026 and December 31, 2025: Schedule of Prepaid Expenses and Other Current Assets March 31, December 31, 2026 2025 Deferred tax asset $ 1,596 $ 1,596 Prepaid insurance 128,602 186,111 Prepaid rent 8,106 8,106 Prepaid subscriptions 21,900 28,848 Prepaid other 22,750 20,524 Prepaid software 53,548 71,398 Total Prepaid Expenses and Other Current Assets $ 236,502 $ 316,583 9. Stockholders’ Deficit Preferred Stock During the three months ended March 31, 2026, the Company issued 171,735 shares of Series D-1 Convertible Preferred Stock upon the conversion of $ 455,000 of principal and $ 36,501 of accrued interest outstanding on the 2025 Notes. Preferred Shares On January 30, 2026, the Company filed amendments with the State of Delaware extending the automatic conversion date of its Series D and Series D-1 Preferred Stock to December 31, 2028. See Note 15 for details on issuances of Series D-1 Preferred Stock subsequent to March 31, 2026. 13 Stock Options On April 1, 2025, the Company granted 5 -year options for purchase of 120,000 options per quarter, and issued on the first day of the quarter, totaling to 480,000 throughout the term, at an exercise price of $ 0.30 to a consultant (the “Consultant Options”). The grant date value of the stock options was calculated using the Black Scholes valuation model with the following assumptions: Schedule of Grant Date Value of Stock Options Valuation Assumptions Risk free interest rate 3.86 % Expected term (years) 2.5 Expected volatility 90 % Expected dividends 0.00 % No stock options were exercised during the three months ended March 31, 2026 and 2025, respectively. The following table summarizes stock option activities during the three months ended March 31, 2026: Schedule of Option Activity Shares Weighted Average Exercise Price Weighted Average Remaining Life in Years Aggregate Intrinsic Value Options outstanding at January 1, 2026 50,683,344 $ 0.2863 8.8 $ - Options exercisable at January 1, 2026 34,427,368 $ 0.2863 8.8 $ - Granted 120,000 $ 0.30 8.8 $ - Options outstanding at March 31, 2026 50,803,349 $ 0.2863 8.6 $ - Options exercisable at March 31, 2026 34,547,368 $ 0.2864 8.6 $ - The following table summarizes information about outstanding and exercisable options at March 31, 2026: Schedule of Stock Options Outstanding and Exercisable Options Outstanding Options Exercisable Outstanding Weighted Average Exercisable Number of Remaining Life Number of Exercise Price Options In Years Options Intrinsic Value $ 0.2862 814,681 3.92 543,124 $ - $ 0.2862 49,503,426 8.92 33,519,002 $ - $ 0.2862 5,242 4.75 5,242 $ - $ 0.3000 480,000 4.25 480,000 $ - 50,803,349 34,547,368 $ - During the three months ended March 31, 2026 and 2025, the Company recognized stock-based compensation expense of $ 306,051 and $ 315,100 , respectively, in connection with the amortization of stock options, of which $ 13,342 and $ 13,894 , respectively, is included in research and development expense and $ 292,709 and $ 301,206 , respectively, is included in general and administrative expense. As of March 31, 2026, there was $ 924,557 of unrecognized stock-based compensation related to the above stock options, which will be recognized over the weighted average remaining vesting period of 6.7 months. 14 10. Leases Total operating lease expense for the three months ended March 31, 2026 was $ 13,934 , of which $ 9,064 was included within research and development and $ 5,294 was included within general and administrative expenses on the condensed consolidated statements of operations. Total operating lease expense for the three months ended March 31, 2025 was $ 12,219 of which $ 8,146 was included within research and development and $ 4,651 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 Three Months Ended March 31, 2026 2025 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 11,630 $ 12,570 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ - Weighted Average Remaining Lease Term Operating leases 2 years, 3 months 3 months Weighted Average Discount Rate Operating leases 7.0 % 5.0 % Future minimum payments under the Company’s non-cancellable lease obligations as of March 31, 2026 were as follows: Future Minimum Payments Schedule of Future Minimum Payments Under Non-cancellable Lease Years Amount Remainder of 2026 $ 40,192 2027 54,716 2028 27,696 Total lease payments 122,604 Less: amount representing imputed interest ( 6,930 ) Present value of lease liability 115,674 Less: current portion ( 49,025 ) Lease liability, non-current portion $ 66,649 11. Grants The Company recorded grant revenue of $ 0 during the three months ended March 31, 2026, and $ 278,628 during the three months ended March 31, 2025 in connection with a $ 2,500,000 grant from the State of Tennessee (the “Tennessee Grant”). The Tennessee Grant was provided as reimbursement of research and development expenses related to the development of animal health drug products. All grant revenue related to the Tennessee Grant was recognized at June 30, 2025. No additional revenue will be recognized for expenses incurred in connection with the Tennessee Grant. As of March 31, 2026 and December 31, 2025, the Company did not have any unearned grant revenue liability on the accompanying condensed consolidated balance sheet. 12. License Transactions VisiRose During the three months ended March 31, 2026 and 2025, the Company’s majority-owned subsidiary, VisiRose, received investments totaling $ 75,000 and $ 700,000 , respectively in exchange for the issuance of 396 and 3,694 shares of VisiRose common stock, respectively. In accordance with the licensing agreement between the Company and the University of Miami, VisiRose also issued an additional 40 and 188 shares of common stock to the University of Miami to maintain the University’s 5 % ownership interest, respectively. As of March 31, 2026, Provectus holds a majority ownership interest in its subsidiary, VisiRose, with an 88.9 % stake, while the University of Miami retains a 5.0 % ownership interest, and two additional investors together hold approximately 6.1 %. In accordance with U.S. Generally Accepted Accounting Principles (GAAP), the Company consolidates VisiRose’s financial results within its condensed consolidated financial statements. 15 During the three months ended March 31, 2026 and 2025, the Company recorded a net loss attributable to VisiRose noncontrolling interest of $ 10,495 and $ 21,494 , respectively, reflecting the noncontrolling interests’ proportionate share of the VisiRose losses. 13. Commitments, Contingencies and Litigation The Company may, from time to time, be involved in litigation arising in the ordinary course of business which may be expected to be covered by insurance. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. 14. Segment Reporting The Company’s only segment is Clinical Stage Biotechnology. The CODM reviews profit and loss information on a consolidated basis in order to assess performance and make decisions about the allocation of operating and capital resources. The following table presents disaggregated financial information with respect to the Company’s Clinical Stage Biotechnology segment for the three months ended March 31, 2026 and 2025, respectively: Schedule of Segment Reporting Information 2026 2025 For the Three Months Ended March 31, 2026 2025 Grant Revenue $ - $ 278,628 Operating Expenses: Research and development Clinical trial and research expenses 189,138 250,496 Insurance 39,663 47,989 Payroll and taxes 78,017 82,179 Stock based compensation 13,342 13,894 Rent and utilities 9,064 8,146 Travel and entertainment 4,110 - Total research and development 333,334 402,704 General and administrative Depreciation 466 466 Directors fees 77,500 77,500 Donations - 50,000 Insurance 35,305 26,760 Legal fees 143,351 121,022 Other general and administrative expenses 27,631 16,872 Payroll and taxes 221,673 216,713 Professional fees 109,955 158,627 Rent and utilities 5,294 4,651 Stock based compensation 292,709 301,206 Travel and entertainment 685 - Foreign currency transaction losses - 48 Total general and administrative 914,569 973,865 Total Operating Loss ( 1,247,903 ) ( 1,097,941 ) Other Expense: Interest expense ( 53,046 ) ( 63,661 ) Net Loss $ ( 1,300,949 ) $ ( 1,161,602 ) Other general and administrative expenses primarily include costs associated with office expenses, bank charges, computer-related expenses, dues and subscriptions, and taxes. These expenses are incurred as part of the day-to-day operations and general administration of the Company’s segment. 15. Subsequent Events The Company has evaluated events that have occurred after the balance sheet and through the date the condensed consolidated financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below: Convertible Notes Payable Subsequent to March 31, 2026, the Company entered into 2025 Notes in the aggregate amount of $ 130,000 , all of which were from non-related party investors. Series D-1 Preferred Stock Subsequent to March 31, 2026, principal and interest in the aggregate amount of $ 237,698 , owed in connection with 2025 Notes was converted into 83,055 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. 16 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion is intended to assist in the understanding and assessment of significant changes and trends related to our results of operations and our financial condition together with our consolidated subsidiaries. This discussion and analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 25, 2026 (“2025 Form 10-K”), which includes additional information about our critical accounting policies and practices and risk factors. Historical results and percentage relationships set forth in the condensed consolidated statement of operations, including trends which might appear, are not necessarily indicative of future operations. Clinical Development and Drug Discovery The Company’s small molecule platform, which comprises different drug candidates and non-clinical formulations made from pharmaceutical-grade RBS using different concentrations and delivered by different routes of administration specific to each disease and/or disease indication, includes: Clinical Development Programs ● Oncology: Intratumoral PV-10 has undergone and is undergoing multiple, monotherapy and combination therapy, early-to-late-stage clinical trials, expanded access programs (“EAPs”) for groups of and individual patients, and/or quality of life (“QOL”) study at multiple clinical sites in Australia, Europe, and the U.S. for the treatments of Stage III and IV melanoma, different types of liver cancers, and breast cancer. PV-10 has undergone clinical monotherapy and combination therapy study of mechanisms of action and immune response for melanoma, metastatic uveal melanoma, and metastatic neuroendocrine tumors at Moffitt Cancer Center (“Moffitt”) in Tampa, Florida, The Queen Elizabeth Hospital in Adelaide, Australia, and MD Anderson Cancer Center in Houston, Texas. The Company’s co-lead indication is pre-operative penile squamous cell carcinoma (“penile SCC”), where patients would receive monotherapy PV-10 at a single-site early-stage clinical trial at Moffitt. The Company’s other co-lead indication is FOLRINOX-refractory pancreatic ductal adenocarcinoma (“PDAC”) metastatic to the liver (“mPDAC”), where patients would receive the combination therapy of PV-10 and systemically administered gemcitabine and nab-paclitaxel at a single-site early-stage clinical trial at Moffitt. ● Dermatology: Topical PH-10, a formulation of PV-10, has undergone multiple mid-stage, monotherapy clinical trials for the treatments of psoriasis and atopic dermatitis at different clinical sites in the U.S. PH-10 has undergone clinical monotherapy mechanism of action and mechanism of immune response study for psoriasis at The Rockefeller University in New York, New York (“TRU”). Different PV-10 formulations have undergone non-clinical combination therapy study for psoriasis and are undergoing non-clinical monotherapy study for skin inflammation and skin aging at TRU. ● Ophthalmology: The Company believes that clinical proof-of-concept (“POC”) of topical administration of non-pharmaceutical grade rose bengal in combination with a light source medical device for the treatment of infectious keratitis has been shown by clinicians and researchers at the University of Miami’s (“UM’s”) Bascom Palmer Eye Institute (“BPEI”) in Miami, Florida, who are now collaborating with the Company to evaluate the potential use of our pharmaceutical-grade RBS. Topical formulation PV-305, a formulation of PV-10, has undergone non-clinical combination therapy study (i.e., drug and device) for diseases and disorders of the eye, such as infectious keratitis, at BPEI. The Company launched a clinical-stage start-up biotechnology company named VisiRose, Inc. (“VisiRose”), a collaboration between the Company and UM to commercialize BPEI’s ocular research using PV-305. 17 Proof-of-Concept Programs ● Oncology: Intratumoral PV-10 has undergone non-clinical monotherapy and combination therapy study for the treatment of relapsed and refractory pediatric solid tumor cancers at the University of Calgary’s Cumming School of Medicine in Calgary, Alberta, Canada (“UCal”). The Company believes that the UCal researchers have achieved monotherapy in vivo POC of intratumoral administration for pediatric solid tumor cancers. ● Oral (“PO”) formulations of PV-10 have undergone non-clinical monotherapy study for high-risk and refractory adult solid tumor cancers at UCal. The Company believes that the UCal researchers and the Company have both achieved monotherapy in vivo POC of PO administration, that the Company has achieved monotherapy in vivo POC of PO administration in both prophylactic and therapeutic settings, and that the Company has achieved monotherapy in vivo POC of PO administration for adult solid tumors. ● Hematology: PO formulations of PV-10 have undergone non-clinical monotherapy study for the treatment of refractory and relapsed pediatric and other blood cancers, including leukemias, at UCal. The Company believes that the UCal researchers have achieved in vivo POC of PO administration for blood cancers. ● Wound Healing: The Company believes that monotherapy in vivo POC of topical administration of non-pharmaceutical grade rose bengal for the treatment of this indication has been shown by researchers at the University of Texas Medical Branch (“UTMB”) in Galveston, Texas, who are now collaborating with the Company to use our pharmaceutical-grade RBS. Topical formulations of PV-10 are undergoing non-clinical monotherapy study for the healing of full-thickness cutaneous wounds at UTMB. ● Animal Health: PV-10 formulations have undergone non-clinical monotherapy study for the treatment of cutaneous canine cancers at the University of Tennessee’s College of Veterinary Medicine in Knoxville, Tennessee. The Company believes that it has achieved monotherapy POC of intratumoral administration for canine cancers. Early Drug Discovery Programs ● Immune vaccine adjuvant: Different formulations of PV-10 have undergone non-clinical study as a vaccine adjuvant to enhance T cell responses for anti-viral and anti-cancer vaccines. ● Infectious Diseases: PO and intranasal (“IN”) formulations of PV-10 have undergone non-clinical monotherapy study for the treatment of SARS-CoV-2 at UCal, another Canadian academic research center, the University of Tennessee Health Science Center (“UTHSC”) in Memphis, Tennessee, and a U.S. contract research organization. Different formulations of PV-10 have undergone non-clinical monotherapy and combination therapy study for the treatment of gram-positive and gram-negative bacterial infections (including multi-drug-resistant strains) and have undergone non-clinical monotherapy study for the treatment of oral bacterial infections at UTHSC. Different formulations of PV-10 have undergone non-clinical monotherapy study for the treatment of fungal infections at UTHSC. ● Tissue Regeneration and Repair : Different formulations of PV-10 have undergone non-clinical monotherapy study for vertebrate development, wound healing, and tissue regrowth at the University of Nevada, Las Vegas in Las Vegas, Nevada. ● Proprietary: Different formulations of PV-10 are undergoing non-clinical study for proprietary diseases at an academic medical center. Computer Modeling Programs ● Computer-based molecular docking of RBS has been done and is being done for amyotrophic lateral sclerosis and other disease targets. 18 Business Strategy The Company is selectively continuing ongoing and planning to initiate new monotherapy and combination therapy intratumoral PV-10 clinical trials in melanoma and liver cancer indications to generate more and/or new clinical data and appropriately utilizing clinical data from historical intratumoral PV-10 trials, EAPs, and/or QOL study of these oncology indications. Our goals are to pursue drug approval pathways and/or co-development relationships with commercial pharmaceutical companies for intratumoral PV-10 based on these indications and data. The Company is developing a systemically administered formulation of pharmaceutical-grade RBS for the treatment of cancer. Our goals, when this work is complete, are to file an investigational new drug application (“IND”) with the U.S. Food and Drug Administration (“FDA”), take an initial systemic drug candidate into an early-stage clinic trial for an initial oncology or hematology indication, and/or pursue a co-development collaboration or out-license arrangement for this route of administration and disease area. The Company is developing different formulations of pharmaceutical-grade RBS using different concentrations and different routes of administration for other disease areas by endeavoring to show non-clinical activity and lack of toxicity. Our goals, when each task of this work is completed, are to file an IND with the FDA, take an initial drug candidate into an early-stage clinic trial for an initial indication, and/or pursue a co-development collaboration or out-license arrangement for the respective disease area and route of administration. The Company is endeavoring to fully elucidate the traits and characteristics of the RBS molecule using different academic medical centers under sponsored research and testing agreements. Our goal is to gain and communicate additional knowledge of the RBS molecule’s targeting, mechanism, signaling, immune response, and other features that are common to and/or different from each disease area and indication under research. The Company is doing rigorous chemical analytical comparisons of non-pharmaceutical grades of rose bengal from specialty chemical suppliers against the Company’s pharmaceutical-grade RBS. Our goal is to demonstrate the proprietary nature of the Company’s pharmaceutical-grade RBS and that our pharmaceutical-grade RBS meets the necessary uniformity and purity requirements for commercial pharmaceutical use. RBS API and Drug Candidate Manufacturing Our pharmaceutical-grade RBS resulted from the Company’s innovation of a proprietary, patented, commercial-scale process to synthesize and utilize the RBS molecule into a viable active pharmaceutical ingredient (“API”) for commercial pharmaceutical use; the development of unique chemistry, manufacturing, and control (“CMC”) specifications for API and drug candidate manufacturing processes; the production and multi-year stability testing of multiple API and drug candidate lots; the comprehensive documentation of lot composition and reproducibility; and the review and acceptance of CMC data from these lots by seven different national drug regulatory agencies for use in a prior, multi-country, multi-center Phase 3 randomized control trial of the Company. The Company’s API and drug candidate manufacturing processes employ Quality-by-Design principles, current good manufacturing practice (“cGMP”) regulations, and the guidelines of The International Council for Harmonization (ICH) of Technical Requirements for Pharmaceuticals for Human Use. These processes utilize controls that eliminate the formation of historical impurities and avoid the introduction of potentially hazardous impurities that the Company believes may have been and could be present in uncontrolled and unreported amounts in non-pharmaceutical grades of rose bengal. The Company’s processes of synthesizing the RBS molecule into pharmaceutical-grade RBS and manufacturing RBS API and intratumoral PV-10 drug candidate, the processes’ CMC specifications, and the CMC data from the production of stability lots of API and drug candidate have been reviewed by multiple national drug regulatory agencies prior to granting clinical trial authorizations for the Company to commence a historical Phase 3 study of intratumoral PV-10 for the treatment of the Company’s former lead indication of locally advanced cutaneous melanoma, including the U.S. FDA, Germany’s Bundesinstitut für Arzneimittel und Medizinprodukte (BfArM), Australia’s Therapeutic Goods Administration (TGA) under a clinical trial notification, France’s Agence Nationale de Sécurité du Médicament et des Produits de Santé (ANSM), Italy’s Agenzia Italiana del Farmaco (AIFA), Mexico’s Comisión Federal para la Protección contra Riesgos Sanitarios (COFEPRIS), and Argentina’s Administración Nacional de Medicamentos, Alimentos y Tecnología Médica (ANMAT). 19 RBS Non-Proprietary Name The RBS name for the Company’s pharmaceutical-grade API was selected by and passed the review of the World Health Organization (“WHO”) Expert Advisory Panel on the International Pharmacopoeia and Pharmaceutical Preparations after the Company applied for a non-proprietary name in the third quarter of 2020 and reached the status of recommended International Non-proprietary Names (“INN”). INN Recommended List 88, which includes the RBS name, was published with the No. 3 issue of the WHO Drug Information, Volume 36 in the fourth quarter of 2022. Non-Pharmaceutical Grades of Rose Bengal Commercial Grade Commercial grade rose bengal can be purchased from specialty chemical suppliers in the U.S. and in other parts of the world that manufacture it under non-cGMP conditions. Commercial grade rose bengal appears to have reported purities that may vary between 80% and 95% and may contain substantial amounts of unreported impurities and/or gross contaminants. Commercial grade rose bengal is typically used by researchers unaffiliated with the Company for non-clinical study of the rose bengal molecule for potential biomedical therapeutic applications. We believe that commercial grade rose bengal is still manufactured using the original historical process, or a variant thereof, developed by the molecule’s original Swiss creator Rudolph Gnehm in 1881. Some chemical manufacturers may, however, apply purification techniques that the Company believes still result in commercial grade rose bengal possessing questionable purity and contaminants and substantial lot-to-lot manufacturing variability. Diagnostic Grade Diagnostic grade rose bengal describes non-approved rose bengal that is used as an ingredient in historical or current ophthalmic solutions, strips, and devices, has been historically or is presently compounded by pharmacists for ophthalmic use, and has been or is in other non-ophthalmic diagnostic tests such as the rose bengal test for human brucellosis. We presume, but have not yet confirmed, that diagnostic grade rose bengal is derived from commercial grade rose bengal that may have undergone a form of purification under cGMP regulations and/or may have been compounded by a pharmacist, academic medical researcher, or commercial entity under cGMP regulations. Here too, the Company believes that purification may not sufficiently improve the amounts and accuracy of diagnostic grade rose bengal purity and lot contents and may not adequately reduce or eliminate lot-to-lot manufacturing variability. Chemical Analytical Comparison In the first quarter of 2022, the Company began work with a U.S. contract development and manufacturing organization to assess rigorously and methodically three lots of commercial grade rose bengal, one each from three different specialty chemical suppliers, and compare these non-pharmaceutical grade materials with the Company’s pharmaceutical-grade RBS. This chemical analytical work was substantially completed by the end of the third quarter of 2022. The Company believes that the preliminary results of these analyses indicate that all three lots of commercial grade rose bengal had rose bengal purity that was drastically different from what was represented on their respective certificates of analysis (“CofAs”), and that one of the three lots contained gross contaminants that were not represented on its CofA. Potential Barriers to Entry The Company believes that the Company’s proprietary, patented, pharmaceutical-grade RBS possesses several competitive advantages over non-pharmaceutical-grade rose bengal (i.e., commercial and diagnostic grades) that researchers, clinicians, and academic, business, and/or governmental competitors have used, are using, and/or may attempt to use for potential biomedical applications. The Company believes that non-pharmaceutical-grade rose bengal may suffer from the uncontrolled presence of substance-related impurities and/or gross contaminants, substantial lot-to-lot manufacturing variability, inaccurately reported and/or misrepresented purity and contents, and the lack of reproducible, consistent, and fulsome CMC specifications and documentation. The Company believes that historical and potentially hazardous impurities and other manufacturing and handling issues facing non-pharmaceutical grade rose bengal may pose significant scientific, technological, and economic challenges to overcome and validate for compliance with modern drug regulatory standards. 20 Components of Operating Results Grant Revenue Grant revenue is recognized when qualifying costs are incurred and there is reasonable assurance that the conditions of the grant have been met. 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. Research and Development Expenses A large component of our total operating expenses is the Company’s investment in research and development activities, including the clinical development of our product candidates. Research and development expenses represent costs incurred to conduct research and undertake clinical trials to develop our drug candidates. These expenses consist primarily of: ● Costs of conducting clinical trials, including amounts paid to clinical centers, clinical research organizations, and consultants, among others; ● Salaries and related expenses for personnel, including stock-based compensation expense; ● Other outside service costs including cost of contract manufacturing; ● The costs of supplies and reagents; and, ● Occupancy and depreciation charges. We expense research and development costs as incurred. Research and development activities are central to our business model. We expect our research and development expenses to increase in the future as we advance our existing product candidates through clinical trials and pursue their regulatory approval. Undertaking clinical development and pursuing regulatory approval are both costly and time-consuming activities. As a result of known and unknown uncertainties, we are unable to determine the duration and completion costs of our research and development activities, or if, when, and to what extent we will generate revenue from any subsequent commercialization and sale of our drug candidates. General and Administrative Expenses General and administrative expenses consist primarily of personnel-related costs, including salaries, benefits, and stock-based compensation, for employees engaged in executive and finance functions. General and administrative expenses also include facility-related costs not otherwise included in research and development expenses, director fees, insurance costs, and professional fees for legal, patent, accounting, information technology, corporate communications, and other consulting services provided by third-party firms. 21 Results of Operations Comparison of the Three Months Ended March 31, 2026 and March 31, 2025 For the Three Months Ended March 31, Increase/ 2026 2025 (Decrease) % Change Grant Revenue $ - $ 278,628 $ (278,628 ) -100.0 % Operating Expenses: Research and development 333,334 402,704 (69,370 ) -17.2 % General and administrative 914,569 973,865 (59,296 ) -6.1 % Total Operating Expenses 1,247,903 1,376,569 (128,666 ) -9.3 % Total Operating Loss (1,247,903 ) (1,097,941 ) (149,962 ) -13.7 % Other Expense: Interest expense (53,046 ) (63,661 ) (10,615 ) -16.7 % Net Loss (1,300,949 ) (1,161,602 ) 139,347 12.0 % Net Loss attributable to noncontrolling interest (10,495 ) (21,494 ) (10,999 ) -51.2 % Net Loss attributable to common stockholders $ (1,290,454 ) $ (1,140,108 ) $ 150,346 13.2 % Overview The Company’s net loss increased by $139,347 or 12.0% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily as the result of a decrease in grant revenue and a decrease in operating expenses, described below. Grant Revenue Grant revenue recognized during the three months ended March 31, 2026 was $0, compared to $278,628 for the same period in 2025, representing a decrease of $278,628, or 100.0%. The decrease was attributable to the completion and full recognition of grant revenue in 2025 under the awarded program . Operating Expenses Research and Development Expenses The following table summarizes research and development expenses for the three months ended March 31, 2026 and 2025. For the Three Months Ended March 31, Increase/ 2026 2025 (Decrease) % Change Operating Expenses: Research and development Clinical trial and research expenses $ 189,138 $ 250,496 $ (61,358 ) -24.5 % Insurance 39,663 47,989 (8,326 ) -17.3 % Payroll and taxes 78,017 82,179 (4,162 ) -5.1 % Stock based compensation 13,342 13,894 (552 ) -4.0 % Rent and utilities 9,064 8,146 918 11.3 % Travel and entertainment 4,110 - 4,110 N/A % Total research and development $ 333,334 $ 402,704 $ (69,370 ) -17.2 % Research and development expenses were $333,334 for the three months ended March 31, 2026, a decrease of $69,370, or 17.2%, compared to $402,704 for the same period in 2025. The decrease occurred despite the addition of a new drug candidate and was primarily driven by lower clinical trial and research-related costs due to reduced activity levels during the period, including manufacturing and development activities associated with the new drug candidate. The decrease was also attributable to lower payroll-related expenses and insurance costs. These decreases were partially offset by higher travel and entertainment expenses related to meetings with the University of Miami and Bascom Palmer. 22 General and Administrative Expenses The following table summarizes general and administrative expenses for the three months ended March 31, 2026 and 2025. For the Three Months Ended March 31, Increase/ 2026 2025 (Decrease) % Change Operating Expenses: General and administrative Depreciation $ 466 $ 466 $ - 0.0 % Directors fees 77,500 77,500 - 0.0 % Donations - 50,000 (50,000 ) -100.0 % Insurance 35,305 26,760 8,545 31.9 % Legal fees 143,351 121,022 22,329 18.5 % Other general and administrative expenses 27,631 16,872 10,759 63.8 % Payroll and taxes 221,673 216,713 4,960 2.3 % Professional fees 109,955 158,627 (48,672 ) -30.7 % Rent and utilities 5,294 4,651 643 13.8 % Stock based compensation 292,709 301,206 (8,497 ) -2.8 % Travel and entertainment 685 - 685 N/A % Foreign currency transaction losses - 48 (48 ) -100.0 % Total general and administrative $ 914,569 $ 973,865 $ (59,296 ) -6.1 % General and administrative expenses were $914,569 for the three months ended March 31, 2026, a decrease of $59,296, or 6.1%, compared to $973,865 for the same period in 2025. The decrease was primarily attributable to lower professional fees related to timing of accounting services and stock-based compensation expense recognized during the current period from stock options granted in December 2025, as well as a one time donation in 2025. These decreases were partially offset by higher legal fees related to patents, higher other general and administrative expenses due to renewal of software licenses and higher insurance expenses compared to the same period in 2025. Other Expense Interest expense was $53,046 for the three months ended March 31, 2026, compared to $63,661 for the same period in 2025, representing a decrease of $10,615, or 16.7%. The decrease was primarily attributable to lower outstanding balances of convertible debt and notes payable during the 2026 period. Liquidity and Going Concern The Company’s cash was $223,883 at March 31, 2026, compared to $251,291 at December 31, 2025. The Company’s working capital deficit was $6,781,376 and $6,329,504 as of March 31, 2026 and December 31, 2025, respectively. We have continuing net losses and negative cash flows from operating activities. In addition, we have an accumulated deficit of $264,144,266 as of March 31, 2026. These conditions raise substantial doubt about our ability to continue as a going concern for a period within one year from the date that the financial statements included elsewhere in this Quarterly Report on Form 10-Q are issued. The condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q have been prepared on a basis that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Our financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern depends on our ability to obtain additional financing as may be required to fund current operations. 23 As of March 31, 2026, cash requirements for our current liabilities include approximately $4,432,651 for accounts payable and other accrued expenses (including lease liabilities) and $161,265 for notes payable related to our financing of our commercial insurance policies and software license. Principal and interest in the aggregate amount of $2,647,845 owed in connection with 2021 and 2025 Notes convert automatically to preferred stock at maturity and are only subject to repayment in the event of a change of control or event of default. The Company intends to meet its cash requirements from its current cash balance and from future financings. Management’s plans include selling our equity securities and obtaining other financing, including the issuance of 2025 unsecured convertible notes (the “2025 Financing”), to fund our capital requirements and on-going operations; however, there can be no assurance that the Company will be successful in these efforts. Significant funds will be needed to continue and complete our ongoing and planned clinical trials. Access to Capital Management plans to access capital resources through possible public or private equity offerings and/ or debt offerings, including the 2025 Financing, exchange offers, debt financings, corporate collaborations, or other means. If we are unable to raise sufficient capital through the 2025 Financing or otherwise, we will not be able to pay our obligations as they become due. The primary business objective of management is to build the Company into a commercial-stage biotechnology company; however, we cannot assure you that management will be successful in implementing the Company’s business plan of developing, licensing, and/or commercializing our prescription drug candidates. Moreover, even if we are successful in improving our current cash flow position, we nonetheless plan to seek additional funds to meet our current and long-term requirements in 2026 and beyond. We anticipate that these funds will otherwise come from the proceeds of private placement transactions, including the 2025 Financing, exercise of outstanding stock options, or public offerings of debt or equity securities. While we believe that we have a reasonable basis for our expectation that we will be able to raise additional funds, we cannot assure you that we will be able to complete additional financing in a timely manner. In addition, any such financing may result in significant dilution to stockholders. Critical Accounting Estimates We prepare our condensed consolidated financial statements in accordance with U.S. GAAP, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as special purpose entities (“SPEs”). Available Information Our website is located at www.provectusbio.com. We make available free of charge through this website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Reference to our website does not constitute incorporation by reference of the information contained on the site and should not be considered part of this document. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC as we do. The website is http://www.sec.gov. 24 The Company also intends to use press releases, the Company’s website and certain social media accounts as a means of disclosing information and observations about the Company and its business, and for complying with the Company’s disclosure obligations under Regulation FD: the Provectus Substack account (provectus.substack.com), the @ProvectusBio X account (twitter.com/provectusbio), and the Company’s LinkedIn account (linkedin.com/company/provectus-biopharmaceuticals). The information and observations that the Company posts through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following the Company’s press releases, SEC filings, and website. The social media channels that the Company intends to use as a means of disclosing the information described above may be updated from time to time. The contents of the websites provided above are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or our Annual Report on Form 10-K or in any other report or document we file with the SEC. Further, our references to the URLs for these websites are intended to be inactive textual references only. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable. ITEM 4. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Management, with the participation of our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Inherent Limitations on Effectiveness of Controls Even assuming the effectiveness of our controls and procedures, our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. In general, our controls and procedures are designed to provide reasonable assurance that our control system’s objective will be met, and our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are effective at the reasonable assurance level. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls in future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Changes in Internal Control Over Financial Reporting There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 25 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The information required by this item is incorporated by reference from Part I, Item 1. Financial Statements, Notes to Condensed Consolidated Financial Statements, Note 13. ITEM 1A. RISK FACTORS. Except as noted below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. The following risk factor is provided as an update to our previously disclosed risk factors: Changes in U.S. Trade Policies and Other Geopolitical Events Could Adversely Affect Our Operations Ongoing uncertainty around U.S. trade policies, tariffs, and international agreements may impact the cost and availability of materials, supplies, and equipment used in our operations or those of our partners. Any disruptions or increased costs resulting from these changes could negatively affect our business, financial condition, results of operations, and the market price of our common stock. In addition, ongoing international conflicts (including military conflicts between Russia and Ukraine and in the Middle East) have created volatility in the global capital markets and may have further global economic consequences, including disruptions of the supply chain. Any such volatility and disruptions may adversely affect our business or the third parties on whom we rely. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 2025 Financing During the three months ended March 31, 2026, the Company received 2025 Notes proceeds in the aggregate amount of $335,000, of which $110,000 was from a non-related party and $225,000 was from an officer and director of the Company. Preferred Convertible Stock During the three months ended March 31, 2026, the Company issued 171,735 shares of restricted Series D-1 Convertible Preferred Stock upon the conversion of $455,000 of principal and $36,501 accrued interest, outstanding on the Company’s convertible notes. The Company believes that such transactions were exempt from the registration requirements of the Securities Act of 1933, as amended, (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act (or Rule 506(b) of Regulation D promulgated thereunder) as transactions by an issuer not involving a public offering. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. Mine Safety Disclosures. Not applicable. ITEM 5. OTHER INFORMATION. None. 26 ITEM 6. EXHIBITS. Exhibit No. Description 31.1* Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) (Section 302 Certification). 31.2* Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) (Section 302 Certification). 32** Certification of Principal Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (Section 906 Certification). 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101 PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. 27 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PROVECTUS BIOPHARMACEUTICALS, INC. May 14, 2026 By: /s/ Dominic Rodrigues Dominic Rodrigues President (Principal Executive Officer) By: /s/ Heather Raines Heather Raines, CPA Chief Financial Officer (Principal Financial Officer) 28