Sec Form 4 Filing - Raines Heather @ PROVECTUS BIOPHARMACEUTICALS, INC. - 2024-02-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Raines Heather
2. Issuer Name and Ticker or Trading Symbol
PROVECTUS BIOPHARMACEUTICALS, INC. [ PVCT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO
(Last) (First) (Middle)
800 S. GAY STREET, SUITE 1610
3. Date of Earliest Transaction (MM/DD/YY)
02/02/2024
(Street)
KNOXVILLE, TN37929
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
8% Unsecured Convertible Promissory Note due 2022 $ 2.862 02/02/2024 D( 1 ) 08/16/2021 08/16/2023 Series D-1 Convertible Preferred Stok ( 2 ) ( 3 ) 8,736 $ 25,000 $ 175,000 D
Reporting Owners
Reporting Owner Name / Address Relati onships
Director 10% Owner Officer Other
Raines Heather
800 S. GAY STREET, SUITE 1610
KNOXVILLE, TN37929
CFO
Signatures
/s/ Heather Raines 02/06/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 2, 2024, the Issuer repaid $25,000 of the amount outstanding under the 8% unsecured convertible promissory note due 2022 (the "Note").
( 2 )The Reporting Person may elect to convert the outstanding principal and interest of the Note as follows: (i) the Note is convertible into shares of Series D-1 Convertible Preferred Stock, par value $0.001 per share ("Series D-1 Preferred Stock") at a price per share equal to $2.862; (ii) in the event the Issuer conducts a qualified equity financing in the aggregate amount of $20 million, the Note is convertible into the shares of capital stock being issued by the Issuer in such qualified equity financing at the price per share being paid by the investors in such qualified equity financing; and (iii) in the event the Issuer conducts a qualified debt financing with more favorable terms than the Note in the aggregate amount of $20 million, the Note may be exchanged for the debt instrument being issued by the Issuer in such qualified debt financing.
( 3 )Each share of Series D-1 Preferred Stock is convertible into 10 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"). The Series D-1 Preferred Stock will automatically convert into Common Stock on June 20, 2026, unless earlier converted into Common Stock in accordance with the terms of the Certificate of Designation for the Series D-1 Preferred Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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