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 ~~September~~June 30, ~~2022~~2023

☐	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 SS. Gay Street, Suite 1610 Knoxville, Tennessee		37929
(Address of principal executive offices)		(Zip Code)

866-594-5999

(Registrant’s telephone number, including area code)

~~10025 Investment Drive, Suite 250, Knoxville, TN 37932~~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 ~~November 9, 2022,~~August 14, 2023, was ~~419,547,119~~419,522,119.

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	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
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	2726
Item 4. Mine Safety Disclosures	2726
Item 5. Other Information	2726
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, ~~2021)~~2022), and:

	●	The uncertainty of generating (i) sales from rose bengal sodium-based drug product candidates, PV-10^® and PH-10^®, and/or any other halogenated xanthene-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 rose bengal sodium- and other halogenated xanthene-based drug substances;

	●	The uncertainty of raising additional capital through the proceeds of private placement transactions of debt and/or equity securities, the exercise of existing warrants and outstanding stock options, and/or public offerings of debt and/or equity securities;

	●	The disruptions from the widespread outbreak of an illness or communicable/infectious disease, such as severe acute respiratory syndrome coronavirus 2, or another public health crisis to our business that could adversely affect our operations and financial condition; and

	●	The disruptions, shortages, and other supply chain-related issues that many companies across different industry sectors have reported and continue to report. In the biopharmaceutical sector, delays and interruptions in the supply chain have been particularly pronounced. During this ~~third quarter~~first half of ~~2022,~~2023, we were able to effectively manage our supply of drug product candidates and drug substance in a manner that avoided any significant interruptions to our clinical development and drug discovery programs.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

PROVECTUS BIOPHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30			December 31,			June 30,			December 31,
	2022			2021			2023			2022
	(Unaudited)						(Unaudited)
Assets

Current Assets:
Cash and cash equivalents	$	67,030		$	682,984
Cash							$	176,010		$	21,605
Restricted cash		1,644,321			2,423,958			1,183,149			1,410,102
Short-term receivables		564			5,107			1,461			394
Prepaid expenses and other current assets		187,500			329,908			214,652			467,081

Total Current Assets		1,899,415			3,441,957			1,575,272			1,899,182

Equipment and furnishings, less accumulated depreciation of $100,035 and $91,178, respectively		22,979			31,836
Equipment and furnishings, less accumulated depreciation of $106,534 and $102,073, respectively								16,480			20,941
Operating lease right-of-use asset		128,059			39,563			94,851			117,123

Total Assets	$	2,050,453		$	3,513,356		$	1,686,603		$	2,037,246

Liabilities and Stockholders’ Deficit

Current Liabilities:
Accounts payable	$	1,941,315		$	1,287,459		$	1,989,372		$	2,094,258
Deposit for purchase of Series D-1 Preferred Stock		-			150,000
Unearned grant revenue		1,675,795			2,500,000			1,144,091			1,510,958
Other accrued expenses		2,444,224			2,002,486			2,884,204			2,404,012
Accrued interest		104,589			10,578			4,433			30,844
Accrued interest - related parties		22,569			6,044			114,409			40,992
Notes payable		72,135			238,452			148,273			239,394
Convertible notes payable		1,810,000			1,260,000			75,000			625,000
Convertible notes payable - related parties		710,000			200,000			2,527,500			1,202,500
Operating lease liability, current portion		43,377			45,617			46,227			44,422

Total Current Liabilities		8,824,004			7,700,636			8,933,509			8,192,380

Operating lease liability, non-current portion		85,019			-			49,975			73,376

Total Liabilities		8,909,023			7,700,636			8,983,484			8,265,756

Commitments, contingencies, and litigations (Note 12)		-			-			-			-

Stockholders’ Deficit:
Preferred stock; par value $0.001 per share; 25,000,000 shares authorized;
Series D Convertible Preferred Stock; 12,374,000 shares designated; 12,373,247 shares issued and outstanding at September 30, 2022 and December 31, 2021; aggregate liquidation preference of $14,164,889 at September 30, 2022 and December 31, 2021		12,373			12,373
Series D-1 Convertible Preferred Stock; 11,241,000 shares designated; 9,270,860 and 9,218,449 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively; aggregate liquidation preference of $106,132,320 and $105,532,804 at September 30, 2022 and December 31, 2021, respectively		9,271			9,219
Series D Convertible Preferred Stock; 12,374,000 shares designated; 12,373,247 shares issued and outstanding at June 30, 2023 and December 31, 2022; aggregate liquidation preference of $14,164,889 at June 30, 2023 and December 31, 2022								12,373			12,373
Series D-1 Convertible Preferred Stock; 11,241,000 shares designated; 9,954,255 and 9,746,626 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively; aggregate liquidation preference of $113,955,813 and $111,578,880 at June 30, 2023 and December 31, 2022, respectively								9,954			9,747
Preferred stock, value		9,271			9,219			-			-

Common stock; par value $0.001 per share; 1,000,000,000 shares authorized; 419,497,119 shares issued and outstanding at September 30, 2022 and 419,447,119 issued and outstanding at December 31, 2021		419,497			419,447
Common stock; par value $0.001 per share; 1,000,000,000 shares authorized; 419,497,119 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively								419,497			419,497
Additional paid-in capital		241,593,029			241,440,106			243,548,218			242,954,193
Accumulated other comprehensive loss		(36,752	)		(34,467	)		(35,766	)		(35,679	)
Accumulated deficit		(248,855,988	)		(246,033,958	)		(251,251,157	)		(249,588,641	)

Total Stockholders’ Deficit		(6,858,570	)		(4,187,280	)		(7,296,881	)		(6,228,510	)

Total Liabilities and Stockholders’ Deficit	$	2,050,453		$	3,513,356		$	1,686,603		$	2,037,246

See accompanying notes to condensed consolidated financial statements.

PROVECTUS BIOPHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

2022 2021 2022 2021
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2022 2021 2022 2021

Grant Revenue $ 314,890 $ - $ 824,205 $ -

Operating Expenses:
Research and development 580,390 608,653 2,068,154 1,866,776
General and administrative 400,689 438,578 1,500,278 1,583,148
Total Operating Expenses 981,079 1,047,231 3,568,432 3,449,924

Total Operating Loss (666,189 ) (1,047,231 ) (2,744,227 ) (3,449,924 )

Other Income/(Expense):
Research and development tax (deficit)/credit (638 ) (507 ) 37,621 31,637
Gain from extinguishment - - - 63,094
Interest expense, net (46,440 ) (3,521 ) (115,424 ) (945,607 )

Total Other Expense, Net (47,078 ) (4,028 ) (77,803 ) (850,876 )

Net Loss $ (713,267 ) $ (1,051,259 ) $ (2,822,030 ) $ (4,300,800 )

Basic and Diluted Loss Per Common Share $ (0.00 ) $ (0.00 ) (0.01 ) $ (0.01 )

Weighted Average Number of Common Shares Outstanding - Basic and Diluted 419,489,239 409,961,614 419,461,313 405,286,784

	2023			2022			2023			2022
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022

Grant Revenue	$	161,842		$	321,710		$	366,867		$	509,315

Operating Expenses:
Research and development		434,214			816,648			982,607			1,487,764
General and administrative		527,831			583,042			966,676			1,099,589
Total Operating Expenses		962,045			1,399,690			1,949,283			2,587,353

Total Operating Loss		(800,203	)		(1,077,980	)		(1,582,416	)		(2,078,038	)

Other Income/(Expense):
Research and development tax credit		15,965			38,259			15,965			38,259
Interest expense, net		(50,824	)		(38,120	)		(96,065	)		(68,984	)

Total Other Income (Expense), Net		(34,859	)		139			(80,100	)		(30,725	)

Net Loss	$	(835,062	)	$	(1,077,841	)	$	(1,662,516	)	$	(2,108,763	)

Basic and Diluted Loss Per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted		419,497,119			419,447,119			419,497,119			419,447,119

See accompanying notes to condensed consolidated financial statements.

PROVECTUS BIOPHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	2022			2021			2022			2021			2023			2022			2023			2022
	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended						For the Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2022			2021			2022			2021			2023			2022			2023			2022

Net Loss	$	(713,267	)	$	(1,051,259	)	$	(2,822,030	)	$	(4,300,800	)	$	(835,062	)	$	(1,077,841	)	$	(1,662,516	)	$	(2,108,763	)
Other Comprehensive Loss:
Foreign currency translation adjustments		(1,241	)		(193	)		(2,285	)		(477	)		(298	)		(328	)		(2,799	)		(1,044	)
Total Comprehensive Loss	$	(714,508	)	$	(1,051,452	)	$	(2,824,315	)	$	(4,301,277	)	$	(835,360	)	$	(1,078,169	)	$	(1,665,315	)	$	(2,109,807	)

See accompanying notes to condensed consolidated financial statements.

PROVECTUS BIOPHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

FOR THE ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2022~~2023

Shares Amount Shares Amount Shares Amount Capital Loss Deficit Total
Accumulated
Preferred Stock Preferred Stock Additional Other
Series D Series D-1 Common Stock Paid-In Comprehensive Accumulated
Shares Amount Shares Amount Shares Amount Capital Loss Deficit Total

Balance at January 1, 2022 12,373,247 $ 12,373 9,218,449 $ 9,219 419,447,119 $ 419,447 $ 241,440,106 $ (34,467 ) $ (246,033,958 ) $ (4,187,280 )

Common stock issued for services
Common stock issued upon exercise of warrants
Common stock issued upon exercise of warrants, shares
Common stock
Common stock, shares -
Conversion of Series B Preferred Stock to Common Stock
Conversion of Series B Preferred Stock to Common Stock, shares
Conversion of Series D-1 Preferred Stock to Common Stock
Conversion of Series D-1 Preferred Stock to Common Stock, shares
Warrants
Conversion of PRH Notes to Series D Preferred Stock
Conversion of PRH Notes to Series D Preferred Stock, shares
Conversion of PRH Notes to Series D-1 Preferred Stock
Conversion of PRH Notes to Series D-1 Preferred Stock,shares
Series D-1 Preferred Stock issued for cash - - 52,411 52 - - 149,948 - - 150,000
Comprehensive loss:
Net loss - - - - - - - - (1,030,922 ) (1,030,922 )
Other comprehensive loss - - - - - - - (716 ) - (716 )

Balance at March 31, 2022 12,373,247 12,373 9,270,860 9,271 419,447,119 419,447 241,590,054 (35,183 ) (247,064,880 ) (5,068,918 )

Comprehensive loss:
Net loss - - - - - - - - (1,077,841 ) (1,077,841 )
Other comprehensive loss - - - - - - - (328 ) - (328 )

Balance at June 30, 2022 12,373,247 12,373 9,270,860 9,271 419,447,119 419,447 241,590,054 (35,511 ) (248,142,721 ) (6,147,087 )

Stock-based compensation:
Common Stock - - - - 50,000 50 2,975 - - 3,025
Comprehensive loss:
Net loss - - - - - - - - (713,267 ) (713,267 )
Other comprehensive
loss - - - - - - - (1,241 ) - (1,241 )

Balance at September 30, 2022 12,373,247 $ 12,373 9,270,860 $ 9,271 419,497,119 $ 419,497 $ 241,593,029 $ (36,752 ) $ (248,855,988 ) $ (6,858,570 )

	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Loss			Deficit			Total
															Accumulated
	Preferred Stock				Preferred Stock								Additional		Other
	Series D				Series D-1				Common Stock				Paid-In		Comprehensive			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Loss			Deficit			Total

Balance at January 1, 2023		12,373,247	$	12,373		9,746,626	$	9,747		419,497,119	$	419,497	$	242,954,193	$	(35,679	)	$	(249,588,641	)	$	(6,228,510	)

Conversion of 2021 Note to Series D-1 Preferred Stock		-		-		18,872		18		-		-		53,992		-			-			54,010
Comprehensive loss:
Net loss		-		-		-		-		-		-		-		-			(827,454	)		(827,454	)
Other comprehensive income		-		-		-		-		-		-		-		191			-			191

Balance at March 31, 2023		12,373,247	$	12,373		9,765,498	$	9,765		419,497,119	$	419,497	$	243,008,185	$	(35,488	)	$	(250,416,095	)	$	(7,001,763	)

Conversion of 2021 Note to Series D-1 Preferred Stock		-		-		188,757		189		-		-		540,033		-			-			540,222
Comprehensive loss:
Net loss		-		-		-		-		-		-		-		-			(835,062	)		(835,062	)
Other comprehensive loss		-		-		-		-		-		-		-		(278	)		-			(278	)

Balance at June 30, 2023		12,373,247	$	12,373		9,954,255	$	9,954		419,497,119	$	419,497	$	243,548,218	$	(35,766	)	$	(251,251,157	)	$	(7,296,881	)

FOR THE ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2021~~2022

Shares Amount Shares Amount Shares Amount Shares Amount Capital Loss Deficit Total
Accumulated
Preferred Stock Preferred Stock Preferred Stock Additional Other
Series B Series D Series D-1 Common Stock Paid-In Comprehensive Accumulated
Shares Amount Shares Amount Shares Amount Shares Amount Capital Loss Deficit Total

Balance at January 1, 2021 100 - - - - - 398,807,037 $ 398,808 $ 209,923,347 $ (34,097 ) $ (240,494,415 ) $ (30,206,357 )

Common stock issued upon exercise of warrants - - - - - - 4,500,000 4,500 235,350 - - 239,850
Stock-based compensation:
Common stock - - - - - - 250,000 250 19,500 - �� - 19,750
Comprehensive loss:
Net loss - - - - - - - - - - (1,669,950 ) (1,669,950 )
Other comprehensive income - - - - - - - - - 837 - 837

Balance at March 31, 2021 100 - - - - - 403,557,037 403,558 210,178,197 (33,260 ) (242,164,365 ) (31,615,870 )

Common stock issued upon exercise of warrants - - - - - - 200,000 200 10,460 - - 10,660
Stock-based compensation:
Common stock - - - - - - 25,000 25 1,650 - - 1,675
Warrants - - - - - - - - 488 - - 488
Conversion of PRH Notes to Series D Preferred Stock - - 12,373,247 12,373 - - - - 3,528,849 - - 3,541,222
Conversion of PRH Notes to Series D-1 Preferred Stock - - - - 9,440,594 9,441 - - 27,022,417 - - 27,031,858
Comprehensive loss:
Net loss - - - - - - - - - - (1,579,591 ) (1,579,591 )
Other comprehensive loss - - - - - - - - - (1,121 ) - (1,121 )

Balance at June 30, 2021 100 - 12,373,247 12,373 9,440,594 9,441 403,782,037 403,783 240,742,061 (34,381 ) (243,743,956 ) (2,610,679 )
Beginning, balance, value 100 - 12,373,247 12,373 9,440,594 9,441 403,782,037 403,783 240,742,061 (34,381 ) (243,743,956 ) (2,610,679 )

Common stock issued for services - - - - - - - - - - - -
Common stock issued upon exercise of warrants - - - - - - 13,352,966 13,353 698,360 - - 711,713
Stock-based compensation: -
Common stock - - - - - - 25,000 25 1,750 - - 1,775
Conversion of Series B Preferred Stock to Common Stock (100 ) - - - - - 65,666 66 (66 ) - - -
Conversion of Series D-1 Preferred Stock to Common Stock - - - - (222,145 ) (222 ) 2,221,450 2,221 (1,999 ) - - -
Comprehensive loss: -
Net loss - - - - - - - - - - (1,051,259 ) (1,051,259 )
Other comprehensive loss - - - - - - - - - (193 ) - (193 )

Balance at September 30, 2021 - $ - 12,373,247 $ 12,373 9,218,449 $ 9,219 419,447,119 $ 419,448 $ 241,440,106 $ (34,574 ) $ (244,795,215 ) $ (2,948,643 )
Balance, value - $ - 12,373,247 $ 12,373 9,218,449 $ 9,219 419,447,119 $ 419,448 $ 241,440,106 $ (34,574 ) $ (244,795,215 ) $ (2,948,643 )

															Accumulated
	Preferred Stock				Preferred Stock								Additional		Other
	Series D				Series D-1				Common Stock				Paid-In		Comprehensive			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Loss			Deficit			Total

Balance at January 1, 2022		12,373,247	$	12,373		9,218,449	$	9,219		419,447,119	$	419,447	$	241,440,106	$	(34,467	)	$	(246,033,958	)	$	(4,187,280	)

Series D-1 Preferred Stock issued for cash		-		-		52,411		52		-		-		149,948		-			-			150,000
Comprehensive loss:
Net loss		-		-		-		-		-		-		-		-			(1,030,922	)		(1,030,922	)
Other comprehensive loss		-		-		-		-		-		-		-		(716	)		-			(716	)

Balance at March 31, 2022		12,373,247	$	12,373		9,270,860	$	9,271		419,447,119	$	419,447	$	241,590,054	$	(35,183	)	$	(247,064,880	)	$	(5,068,918	)
Balance		12,373,247	$	12,373		9,270,860	$	9,271		419,447,119	$	419,447	$	241,590,054	$	(35,183	)	$	(247,064,880	)	$	(5,068,918	)

Comprehensive loss:
Net loss		-		-		-		-		-		-		-		-			(1,077,841	)		(1,077,841	)
Other comprehensive loss		-		-		-		-		-		-		-		(328	)		-			(328	)
Other comprehensive income (loss)		-		-		-		-		-		-		-		(328	)		-			(328	)

Balance at June 30, 2022		12,373,247	$	12,373		9,270,860	$	9,271		419,447,119	$	419,447		241,590,054	$	(35,511	)		(248,142,721	)	$	(6,147,087	)
Balance		12,373,247	$	12,373		9,270,860	$	9,271		419,447,119	$	419,447		241,590,054	$	(35,511	)		(248,142,721	)	$	(6,147,087	)

See accompanying notes to condensed consolidated financial statements.

PROVECTUS BIOPHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2022			2021			2023			2022
	For the Nine Months Ended						For the Six Months Ended
	September 30,						June 30,
	2022			2021			2023			2022

Cash Flows From Operating Activities:
Net loss	$	(2,822,030	)	$	(4,300,800	)	$	(1,662,516	)	$	(2,108,763	)

Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		3,025			23,688
Non-cash lease expense		41,947			62,085			22,272			31,142
Depreciation		8,857			9,648			4,461			6,037
Gain on forgiveness of PPP Loan and interest		-			(63,094	)
Changes in operating assets and liabilities
Short term receivables		4,351			2,448			(1,366	)		2,363
Prepaid expenses and other current assets		142,129			145,639			314,165			143,940
Accounts payable		654,017			302,978			(104,704	)		606,742
Unearned grant revenue		(824,205	)		-			(366,866	)		(509,315	)
Other accrued expenses		442,355			306,116			483,019			329,135
Operating lease liability		(47,664	)		(66,246	)		(21,597	)		(37,196	)
Accrued interest		110,536			942,257			91,239			65,811

Net Cash Used In Operating Activities		(2,286,682	)		(2,635,281	)		(1,241,893	)		(1,470,104	)

Cash Flows From Financing Activities:
Proceeds from issuance of convertible notes payable		550,000			1,700,000			-			550,000
Proceeds from issuance of convertible notes payable - related parties		510,000			200,000			1,325,000			-
Repayment of short-term note payable		(166,317	)		(219,172	)		(152,856	)		(153,185	)
Deposit for purchase of Series D-1 Preferred Stock		-			150,000
Proceeds from exercise of warrants		-			962,223

Net Cash Provided By Financing Activities		893,683			2,793,051			1,172,144			396,815

Effect of exchange rates on cash, cash equivalents, and restricted cash		(2,592	)		(918	)
Effect of exchange rates on cash and restricted cash								(2,799	)		(1,044	)

Net (Decrease) Increase In Cash, Cash Equivalents, and Restricted Cash		(1,395,591	)		156,852
Net Decrease In Cash and Restricted Cash								(72,548	)		(1,074,333	)

Cash, Cash Equivalents, and Restricted Cash, Beginning of Period		3,106,942			97,231
Cash and Restricted Cash, Beginning of Period								1,431,707			3,106,942

Cash, Cash Equivalents, and Restricted Cash, End of Period	$	1,711,351		$	254,083
Cash and Restricted Cash, End of Period							$	1,359,159		$	2,032,609

Cash, cash equivalents and restricted cash consisted of the following:
Cash and cash equivalents	$	67,030		$	254,083
Cash and restricted cash consisted of the following:
Cash							$	176,010		$	84,274
Restricted cash		1,644,321			-			1,183,149			1,948,335
Cash, Cash Equivalents, and Restricted Cash, End of Period	$	1,711,351		$	254,083

Cash and Restricted Cash, End of Period							$	1,359,159		$	2,032,609
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-		$	-
Income taxes	$	-		$	-		$	-		$	-

Non-cash investing and financing activities:
Deposit applied for purchase of Series D-1 Preferred Stock							$	-		$	(150,000	)
Right-of-use assets obtained in exchange for operating lease liabilities							$	-		$	130,422
Conversion of 2021 Notes and related accrued interest to Series D-1 Preferred Stock							$	594,232		$	-
Purchase of insurance policies financed by short-term note payable	$	(57,146	)	$	(282,667	)	$	(61,735	)	$	(57,426	)
Deposit applied to equity issuances	$	(150,000	)	$	-
Conversion of non-amended 2017 Notes to Series D Preferred Stock	$	-		$	3,541,222
Conversion of amended 2017 Notes and 2020 Notes to Series D-1 Preferred Stock	$	-		$	27,031,858
Conversion of Series D-1 Preferred Stock to Common stock	$	-		$	222
Right-of-use asset for lease liability	$	130,422		$	-

See accompanying notes to condensed consolidated financial statements.

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 that are based on a class of synthetic small molecule ~~immuno-modulators~~immuno-catalysts called halogenated xanthenes (“HXs”). Our lead HX molecule is named rose bengal sodium (“RBS”).

The Company’s proprietary, patented, pharmaceutical-grade RBS is the active pharmaceutical ingredient in the drug product candidates of our current clinical development programs and the preclinical formulations of our current drug discovery programs. Importantly, our pharmaceutical-grade RBS displays different therapeutic effects at different concentrations and can be formulated for delivery by different routes of ~~administration,~~administration.

The Company believes that RBS targets disease in a bifunctional manner. First, direct contact may lead to cell death or repair, depending on the disease being treated and the concentration of the RBS utilized in the treatment. Secondly, multivariate immune signaling, activation, and response may follow that may manifest as stimulatory, inhibitory, or both.

The Company believes that it is the first entity to advance an RBS formulation into clinical trials for the treatment of a disease, such as those trials reported on the clinical trials registry at ClinicalTrials.gov.

The Company believes that it is the first and only entity to date to successfully, reproducibly, and consistently make pharmaceutical-grade RBS at a purity of nearly 100%.

The Company’s small molecule HX medical science platform comprises a number of different drug product candidates and preclinical pharmaceutical-grade RBS formulations using different concentrations and delivered by different routes of administration specific to each disease area and/or indication. The Company’s HX medical science platform includes clinical development programs in oncology, dermatology, and ophthalmology; ~~proof-of-concept~~ in vivo ~~drug discovery~~proof-of-concept programs in oncology, hematology, wound healing, and animal health; and ~~preclinical~~ in vitro drug discovery programs in infectious diseases and tissue regeneration and repair.

Risks and Uncertainties

The Company’s activities are subject to significant risks and uncertainties, including failing to successfully develop and license or commercialize the Company’s prescription drug candidates.

Severe acute respiratory syndrome (“SARS”) coronavirus (“CoV”) 2 (“SARS-CoV-2”) was first identified in late-2019 and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the SARS-CoV-2 pandemic, many companies have experienced disruptions of their operations and the markets they serve. The Company has taken several temporary precautionary measures intended to help ensure the well-being of its employees and contractors and to minimize business disruption. The Company considered the impact of SARS-CoV-2 pandemic on its business and operational assumptions and estimates, and determined there were no material adverse impacts on the Company’s results of operations and financial position at September 30, 2022.

The full extent of the SARS-CoV-2 pandemic impacts on the Company’s operations and financial condition is uncertain. The Company has experienced slower than normal enrollment and treatment of patients, and a prolonged SARS-CoV-2 pandemic could have a material adverse impact on the Company’s business and financial results, including the timing and ability of the Company to raise capital, initiate and/or complete current and/or future preclinical studies and/or clinical trials, disrupt the Company’s regulatory activities, and/or have other adverse effects on the Company’s clinical development.

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, ~~2021~~2022 filed with the SEC on March ~~29, 2022.~~30, 2023. 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 and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2022.~~2023.

2.Liquidity and Going Concern

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

The Company’s cash ~~cash equivalents,~~ and restricted cash were $~~1,711,351~~ 1,359,159at ~~September~~June 30, ~~2022~~2023 which includes $~~1,644,321~~ 1,183,149of restricted cash resulting from a grant received from the State of Tennessee. The Company’s working capital ~~deficiency~~deficit was $~~6,924,589~~ 7,358,237and $~~4,258,679~~ 6,293,198as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, net loss for the six months ended June 30, 2023 and 2022 was $1,662,516 and $2,108,763, respectively, and cash used in operations was $1,241,893 and $1,470,104 for the six months ended June 30, 2023 and June 30, 2022, respectively. The Company continues to incur significant operating losses. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company’s business plan and develop and market its products. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these unaudited condensed consolidated financial statements are issued. Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to develop PV-10, PH-10, and/or any other halogenated xanthene-based drug products, and to raise additional capital.

The Company plans to access capital resources through possible public or private equity offerings, including the 2022 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 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 no assurance can be provided 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, the Company cannot assure that it will be successful in co-developing, licensing, and/or commercializing PV-10, PH-10, and/or any other halogenated xanthene-based drug candidate developed by the Company or entering into any financial transaction. Moreover, even if the Company is successful in improving its current cash flow position, the Company nonetheless plans to seek additional funds to meet its long-term requirements in ~~2022~~2023 and beyond. The Company anticipates that these funds will otherwise come from the proceeds of private placement transactions, the exercise of existing warrants and outstanding stock options, or public offerings of debt or equity securities. While the Company believes that it has a reasonable basis for its expectation that it will be able to raise additional funds, the Company cannot provide assurance 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.

3.Significant Accounting Policies

Since the date the Company’s December 31, ~~2021~~2022 consolidated financial statements were issued in its ~~2021~~2022 Annual Report on March 30, 2023, there have been no material changes to the Company’s significant accounting ~~policies, except as disclosed below.~~

~~Recently Adopted Accounting Standards~~

~~In October 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-10~~ ~~“Codification Improvements”~~, which improves consistency by amending the Codification to include all disclosure guidance in the appropriate disclosure sections and clarifies application of various provisions in the Codification by amending and adding new headings, cross referencing to other guidance, and refining or correcting terminology. The guidance is effective for the Company beginning in the first quarter of fiscal year 2022 with early adoption permitted. The Company adopted this standard on January 1, 2022 and it did not have a material effect on its condensed consolidated financial statements.

~~On May 3, 2021, the FASB issued ASU 2021-04,~~ Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company adopted this standard on January 1, 2022 and it did not have a material effect on its condensed consolidated financial statements.policies.

~~Cash~~Principles of Consolidation

Intercompany balances and ~~Cash Equivalents~~transactions have been eliminated in consolidation.

Use of Estimates

The ~~Company considers all highly liquid investments~~preparation of financial statements in conformity with ~~a maturity~~accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of ~~three months or less when purchased~~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 ~~be cash equivalents. As of September 30, 2022 and December 31, 2021,~~ the Company’s ~~cash equivalents consist of Treasury bills of $~~0 ~~and $42,594, respectively.~~deferred tax assets.

Restricted Cash

Restricted cash consists of a grant award ~~of $2,500,000~~ received ~~in cash~~ from the State of ~~Tennessee less expenses and deposits to vendors in the amount~~Tennessee. Restricted cash available as of June 30, 2023 is $~~855,679~~1,183,149. See Note ~~10.~~10 Grants.

Cash Concentrations

Cash ~~cash equivalents,~~ and restricted cash are maintained at financial institutions and, at times, balances may exceed federally insured limits of $250,000, although the Company seeks to minimize this through treasury management. The Company has never experienced any losses related to these balances although no assurance can be provided that it will not experience any losses in the future. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had cash ~~cash equivalents,~~ and restricted cash balances in excess of FDIC insurance limits of $~~1,461,351~~1,109,159 and $~~2,856,942~~1,181,707, respectively.

~~Reclassifications~~

Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or loss per share.

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

September 30, September 30,
2022 2021
Warrants 487,500 512,500
Options 3,425,000 3,625,000
Convertible preferred stock 105,081,847 104,557,737
2021 unsecured convertible notes 8,602,376 -
2022 unsecured convertible notes 646,952 -

Total potentially dilutive shares 118,243,675 108,695,237


	June 30,
	2023		2022
Warrants		475,000		512,500
Options		3,425,000		3,425,000
Convertible preferred stock		111,915,797		105,081,847
2021 unsecured convertible notes		2,022,750		7,311,088
2022 unsecured convertible notes		7,485,783		-

Total potentially dilutive shares		125,324,330		116,330,435

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to clarify the accounting for certain financial instruments with characteristics of liabilities and equity. The amendments in this update reduce the number of accounting models for convertible debt instruments and convertible preferred stock by removing the cash conversion model and the beneficial conversion feature model. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in-capital. In addition, this ASU improves disclosure requirements for convertible instruments and earnings-per-share guidance. The ASU also revises the derivative scope exception guidance to reduce form-over-substance-based accounting conclusions driven by remote contingent events. The amendments in this update are effective for our fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption will be permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company early adopted ASU 2020-06 effective January 1, 2023 which eliminated the need to assess whether a beneficial conversion feature needs to be recognized upon the issuance of new convertible instruments.

4.Other Accrued Expenses

The following table summarizes the other accrued expenses at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:

Schedule of Other Accrued Expenses

					June 30,		December 31,
	September 30, 2022		December 31, 2021		2023		2022
Accrued payroll and taxes	$	300,691	$	174,533	$	523,600	$	314,160
Accrued vacation		57,088		42,871		84,131		69,077
Accrued directors’ fees		1,849,339		1,560,589		2,138,089		1,945,589
Accrued other expenses		237,106		224,493		138,384		75,186
Total Other Accrued Expenses	$	2,444,224	$	2,002,486	$	2,884,204	$	2,404,012

5.Convertible Notes Payable

2021 Financing

Schedule of Convertible Notes Payable

Non-Related Party Related Party
Face Amount Face Amount Total
Balance as of January 1, 2022 $ 1,260,000 $ 200,000 $ 1,460,000

Issued 50,000 - 50,000

Balance as of March 31, 2022 1,310,000 200,000 1,510,000

Issued 500,000 - 500,000

Balance as of June 30, 2022 1,810,000 200,000 2,010,000
Beginning Balance 1,810,000 200,000 2,010,000

Issued - 325,000 325,000

Balance as of September 30, 2022 $ 1,810,000 $ 525,000 $ 2,335,000
Ending Balance $ 1,810,000 $ 525,000 $ 2,335,000


	Non- Related Party			Related Party
	Face Amount			Face Amount		Total
Balance as of January 1, 2023	$	550,000		$	525,000	$	1,075,000
Conversion		(50,000	)		-		(50,000	)
Balance as of March 31, 2023	$	500,000		$	525,000	$	1,025,000
Balance	$	500,000		$	525,000	$	1,025,000
Conversion		(500,000	)		-		(500,000	)
Issued
Balance as of June 30, 2023	$	-		$	525,000	$	525,000

~~On August 16,~~ Through June 30, 2023, the Company had issued 2021 Notes with aggregate proceeds of $1,075,000 of which $525,000 is from related party investors (an officer and a director of the Company).

2022 Financing


	Non- Related Party		Related Party
	Face Amount		Face Amount		Total
Balance as of January 1, 2023	$	75,000	$	677,500	$	752,500
Balance	$	75,000	$	677,500	$	752,500
Issued		-		600,000		600,000
Balance as of March 31, 2023	$	75,000	$	1,277,500	$	1,352,500
Balance	$	75,000	$	1,277,500	$	1,352,500
Issued		-		725,000		725,000
Balance as of June 30, 2023	$	75,000	$	2,002,500	$	2,077,500
Balance	$	75,000	$	2,002,500	$	2,077,500

Through June 30, 2023, the ~~2021 Note~~Company had issued 2022 Notes with aggregate proceeds of $2,077,500 of which $2,002,500 is from a related party investor (a ~~Company officer) was extended for up to one additional year to expire on~~ ~~August 16, 2023~~.director of the Company) in connection with the 2022 Financing.

For further details on the terms of the 2021 ~~Financing~~ and ~~the details of the 2021~~2022 Notes, refer to our Form 10-K as filed with the SEC on March ~~29, 2022.~~30, 2023.

~~On September 20, 2022, the Board approved the closure~~2023 Conversions of ~~the 2021 Financing. As of September 30, 2022, the Company had received~~ 2021 Notes ~~proceeds of $2,335,000, of which $525,000~~ ~~is from a related party investor (a Company officer and Company director).~~

~~2022 Financing~~

Non-Related Party Related Party
Face Amount Face Amount Total
Balance as of January 1, 2022 $ - $ - $ -

Issued - - -

Balance as of March 31, 2022 - - -

Issued - - -

Balance as of June 30, 2022 - - -
Beginning Balance - - -

Issued - 185,000 185,000

Balance as of September 30, 2022 $ - $ 185,000 $ 185,000
Ending Balance $ - $ 185,000 $ 185,000

On September 20, 2022, the Board approved a Financing Term Sheet (the “2022 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 “2022 Financing”), which amounts will be obtained in several tranches. As of September 30, 2022, the Company had received a 2022 Loan, as defined below, of $185,000~~ ~~from a related party investor (a Company director) in connection with the 2022 Financing.~~

~~Pursuant to the 2022 Term Sheet, the 2022 Notes (defined below) will convert~~ into ~~shares of the Company’s Series D-1~~ Preferred Stock ~~twelve months after the issue date of a 2022 Note, subject to certain exceptions.~~

The ~~2022 Financing will be in~~following summarizes the ~~form of an unsecured convertible loans (the “2022 Loan”) from~~conversion activity during the investors (the “2022 Loan Investors”) and evidenced by convertible promissory notes (individually, a “2022 Note” and collectively, the “2022 Notes”). In addition to customary provisions, the 2022 Notes will contain the following provisions:

	~~(i)~~	~~The 2022 Loan will bear interest at the rate of eight percent (~~8~~%) per annum on the outstanding principal amount of the Loan that has been funded to the Company;~~

	~~(ii)~~	In the event there is a change of control of the Board, the term of the 2022 Notes will be accelerated and all amounts due under the 2022 Notes may be immediately due and payable at the 2022 Loan Investors’ option;

	~~(iii)~~	The outstanding principal amount and interest payable under the 2022 Loan may be convertible at the 2022 Loan Investors’ option into shares of Series D-1 Convertible Preferred Stock at a price per share equal to $~~2.8620. The Series D-1 Convertible Preferred Stock is convertible into ten (~~10~~) shares of common stock; and~~

	~~(iv)~~	The outstanding principal amount and interest payable under the 2022 Loan will be automatically convertible into shares of the Company’s Series D-1 Preferred Stock twelve (12) months after the issue date of a 2022 Note.

The embedded conversion options associated with the 2022 Note do not require bifurcation and treatment as a derivative liability and they do not represent a beneficial conversion feature because the effective conversion price is not at a discount to the commitment date market price.six months ended June 30, 2023:

~~For further details~~Schedule of Conversion of Notes into Preferred Stock

	Series D-1
	Preferred Stock
Principal converted	$	550,000
Accrued interest converted		44,232
Total converted	$	594,232
Conversion price	$	2.862
Total shares		207,629

During the three months ended June 30, 2023, principal and interest in the aggregate amount of $540,222, owed in connection with the 2021 Notes were converted into 188,757 shares of Series D-1 Preferred Stock at the Conversion Price of $2.862.

During the six months ended June 30, 2023, principal and interest in the aggregate amount of $594,232, owed in connection with the 2021 Notes were converted into 207,629 shares of Series D-1 Preferred Stock at the Conversion Price of $2.862. Any fractional shares issuable pursuant to the formula were rounded up to the next whole share of Series D-1 Preferred Stock. See Note 8, Stockholders’ Deficit for additional information on the ~~terms of the 2022 Financing and the details of the 2022 Notes, refer to our Form 8-K as filed with the SEC on September 26, 2022.~~Series D-1 Preferred Stock.

6. Notes Payable

The Company obtained short-term financing from AFCO Insurance Premium Finance for our commercial insurance policies. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the balance of the note payable was $~~72,135~~148,273 and $~~238,452~~239,394, respectively.

7. Related Party Transactions

During the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company ~~paid~~had consulting fees of $42,400 each to Mr. Bruce Horowitz (Capital Strategists) ~~consulting fees of $42,400~~ ~~and $21,200, respectively,~~ for services rendered. Director fees for Mr. Horowitz for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 were $18,750 each. Accrued director fees for Mr. Horowitz as of June 30, 2023 and December 31, 2022 were $18,750~~, respectively.~~each.

During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company ~~paid~~had consulting fees of $127,200 each to Mr. Bruce Horowitz (Capital Strategists) ~~consulting fees of $127,200~~ ~~and $148,400, respectively,~~ for services rendered. Director fees for Mr. Horowitz for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 were $~~56,250~~37,500 each. Accrued director fees for Mr. Horowitz as of June 30, 2023 and December 31, 2022 were $~~56,250~~37,500~~, respectively.~~each.

Accrued director fees for Mr. Bruce Horowitz as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 were $~~337,500~~393,750 and $~~281,250~~356,250, respectively. Total ~~amount~~amounts owed to Capital Strategists for consulting fees as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 were $~~190,800~~318,000 and $~~127,200~~212,000, respectively. Mr. Horowitz serves as both Chief Operating Officer (“COO”) and a Company director.

See Note 5 for details of other related party transactions.

Director fees during the three and six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 were $96,250 and $~~96,250~~192,500~~, respectively. Director fees during the nine months ended September 30, 2022 and 2021 were $288,750~~ ~~and $288,750~~, respectively. Accrued directors’ fees as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 were $~~1,849,339~~2,138,089 and $~~1,560,589~~1,945,589, respectively.

8.Stockholders’ Deficit

Preferred Stock

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company issued ~~52,411~~207,629 shares of ~~restricted~~ Series D-1 Convertible Preferred Stock ~~in exchange for an investment~~upon the conversion of $~~150,000~~550,000 ~~from a non-related party.~~of principal and $44,232

~~Common Stock~~

~~During~~ accrued interest outstanding on the ~~nine months ended September 30, 2022, the Company issued an aggregate of~~ ~~25,000~~ ~~shares of immediately vested restricted common stock to a consultant with a grant date value of $1,525~~ ~~for services.~~

~~During the nine months ended September 30, 2022, the Company issued an aggregate of~~ ~~25,000~~ ~~shares of immediately vested restricted common stock to an employee with a grant date value of $1,500~~ ~~as an award.~~2021 Notes.

Options

During the ~~nine~~three and six months ended ~~September~~June 30, 2023 and 2022, the Company did not ~~issue~~have any grants, forfeitures, or exercises of options.

~~The following table summarizes option activity during the nine months ended September 30, 2022:~~

~~Summary of Option Activity~~

Weighted Average
Shares Exercise Price

Outstanding and exercisable at January 1, 2022 3,625,000 $ 0.32

Granted - -
Exercised - -
Forfeited (200,000 ) 0.86

Outstanding and exercisable at September 30, 2022 3,425,000 $ 0.29

The following table summarizes information about options outstanding and exercisable at ~~September~~June 30, ~~2022:~~2023:

Summary of Stock Options Outstanding

Number Outstanding and Exercisable Weighted Average Intrinsic Value
at September 30, Remaining Contractual at September 30,
Exercise Price 2022 Life 2022

$ 0.12 2,425,000 3.10 $ -
$ 0.29 100,000 3.10 $ -
$ 0.67 200,000 0.90 $ -
$ 0.75 550,000 3.20 $ -
$ 0.88 150,000 1.80 $ -

3,425,000 2.96 $ -

Exercise Price		Outstanding and Exercisable		Weighted Average Remaining Contractual Life		Intrinsic Value

$	0.12		2,425,000		2.40	$	-
$	0.29		100,000		2.40	$	-
$	0.67		200,000		0.10	$	-
$	0.75		550,000		2.40	$	-
$	0.88		150,000		1.10	$	-

			3,425,000		2.25	$	-

Warrants

During the ~~nine~~three and six months ended ~~September~~June 30, 2023 and 2022, the Company did not ~~issue~~have any grants, forfeitures, or exercises of warrants.

~~The following table summarizes warrant activity during the nine months ended September 30, 2022:~~

~~Summary of Warrant Activity~~

Weighted Average
Shares Exercise Price

Outstanding and exercisable at January 1, 2022 512,500 $ 0.92

Granted - -
Exercised - -
Forfeited (25,000 ) 0.29

Outstanding and exercisable at September 30, 2022 487,500 $ 0.95

The following table summarizes information about warrants outstanding and exercisable at ~~September~~June 30, ~~2022:~~2023:

Summary of Warrants Outstanding

Number Outstanding
and Exercisable
at September 30, Weighted Average
Remaining Contractual Intrinsic Value
at September 30,
Exercise Price 2022 Life 2022

$ 0.29 100,000 0.97 $ -
$ 1.00 18,000 1.64 $ -
$ 1.12 366,000 1.64 $ -
$ 2.00 3,500 1.64 $ -

487,500 1.50 $ -

Exercise Price		Outstanding and Exercisable		Weighted Average Remaining Contractual Life		Intrinsic Value

$	0.29		87,500		0.36	$	-
$	1.00		18,000		0.89	$	-
$	1.12		366,000		0.89	$	-
$	2.00		3,500		0.89	$	-

			475,000		0.79	$	-

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

Annual Stockholder Meeting Proposals

The Company held its annual meeting of stockholders on June ~~22, 2022. As proposal number 4, stockholders~~21, 2023. Stockholders authorized the Company’s board of directors (the “Board”) to amend the Company’s Certificate of Incorporation, as amended by the Certificate of Designation of Series D Convertible Preferred Stock and Certificate of Designation of Series D-1 Convertible Preferred Stock (the “Certificates of Designation”),to effect a reverse stock split of the Company’s common stock, Series D Convertible Preferred Stock, and Series D-1 Convertible Preferred Stock at a ratio of between 1-for-10 and 1-for-50, where the ratio would be determined by the Board at its discretion, and to make corresponding amendments to the Certificates of Designation to provide for the proportional adjustment of certain terms upon a reverse stock split, consistent with the Board’s recommendation.

~~As proposal number 5, the~~ The Company’s stockholders also authorized the Board ~~given the stockholders’ approval of proposal number 4,~~ to amend the Company’s Certificate of Incorporation, as amended by the Certificates of Designation, to decrease the number of authorized shares of the Company’s common stock and preferred stock by the same reverse stock split ratio determined by the Board, consistent with the Board’s recommendation.

The Board has not acted on these stockholder authorizations as of the filing date.

9. Leases

The Company leased 4,500 square feet of corporate office space in Knoxville, Tennessee through an operating lease agreement for a term of five years ending on June 30, 2022. Payments were approximately $6,100 per month due to the Company negotiating a continued reduced rent from January 1, 2022 through June 30, 2022.

On June 30, 2022, the lease expired and was not renewed. On June 18, 2022, the ~~Company moved into~~company leased 2,700 square feet of ~~leased~~ corporate office space in Knoxville, Tennessee through an operating lease agreement for a term of three years ending on June 30, 2025. The monthly base rent ranges from $4,053 to $4,278 over the term onof the lease.

Total operating lease expense for the three months ended ~~September~~June 30, ~~2022~~2023 was $~~12,497~~12,672, of which, $~~8,331~~8,448 was included within research and development and $~~4,166~~4,224 was included within general and administrative expenses on the condensed consolidated ~~statement~~statements of operations. Total operating lease expense for the three months ended ~~September~~June 30, ~~2021~~2022 was $~~15,887~~23,092, of which, $~~10,591~~15,395 was included within research and development and $~~5,296~~7,697 was included within general and administrative expenses on the condensed consolidated ~~statement~~statements of operations.

Total operating lease expense for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was $~~50,548~~26,179, of which, $~~33,698~~17,453 was included within research and development and $~~16,850~~8,726 was included within general and administrative expenses on the condensed consolidated ~~statement~~statements of operations. Total operating lease expense for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was $~~63,693~~38,051, of which, $~~42,462~~25,367 was included within research and development and $~~21,231~~12,684 was included within general and administrative expenses on the condensed consolidated ~~statement~~statements of operations.

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

Schedule of Right-of-use Assets and Liabilities

							For the Six Months Ended
	For The Nine Months Ended						June 30,
	September 30,						2023			2022
	2022			2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases	$	50,784		$	64,231		$	21,597		$	38,625

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	130,422		$	-		$	-		$	151,693

Weighted Average Remaining Lease Term
Operating leases		2 years 9 months			9 months			2 years			3 years

Weighted Average Discount Rate
Operating leases		5% - 8.0	%		8.0	%		5.0	%		8	%

Future ~~remaining~~ minimum payments under the Company’s non-cancellable lease obligations as of ~~September~~June 30, ~~2022~~2023 were as follows:

Future Minimum Payments

Schedule of Future Minimum Payments Under Non-cancellable Lease


Years	Amount
2023	$	24,994
2024		50,663
2025		25,669
Total lease payments		101,326
Less: amount representing imputed interest		(5,124	)
Present value of lease liability		96,202
Less: current portion		(46,227	)
Lease liability, non-current portion	$	49,975

Years Amount
2022 $ 12,159
2023 49,311
2024 50,663
2025 25,669
Total future minimum lease payments 137,802
Less: amount representing imputed interest (9,406 )
Total $ 128,396

10.Grants

On October 25, 2021, the Company received a grant award of $2,500,000from 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~~whereby grant revenue is recognized as qualifying costs are incurred and there is reasonable assurance that the ~~related research and development expenses with Grant income presented as Grant revenue in~~conditions of the ~~period in which it is earned, and qualifying~~grant have been met. Qualifying costs are presented as research and development expenses included in the Company’s ~~income from~~statement of operations, in the period that such costs are incurred. As of ~~September~~June 30, 2023 and December 31, 2022, $~~1,675,795~~ 1,144,091 and $1,510,958has been recorded as unearned Grant revenue liability on the accompanying condensed consolidated balance ~~sheets.~~sheets, respectively. The Company recorded $~~824,205~~ of grant revenue of $161,842 and $366,867during the ~~nine~~three and six months ended ~~September~~June 30, ~~2022.~~2023, respectively, and $321,710 and $509,315 during the three and six months ended June 30, 2022, respectively.

11. License Transactions

In the third quarter of 2019, the Company entered into a dialog with Bascom Palmer Eye Institute (“BPEI”) regarding collaboration on BPEI’s ophthalmic photodynamic antimicrobial therapy (“PDAT”) using the Company’s pharmaceutical-grade RBS. On February 16, 2022, and later amended on May 11, 2022, the Company entered into an option agreement with the University of Miami (“UM”) for an exclusive worldwide license of intellectual property (“IP”) developed by the Ophthalmic Biophysics Center (“OBC”) of ~~BPEI~~Bascom Palmer Eye Institute (“BPEI”) that included the use of OBC’s ~~PDAT~~ophthalmic photodynamic antimicrobial therapy (“PDAT”) medical device in combination with formulations of the Company’s pharmaceutical-grade RBS for the treatment of bacterial, fungal, and viral infections of the eye. The Company completed the arrangements of this collaboration during the third quarter of 2022, whereby the Company (i) paid $5,000 for the option to obtain an exclusive worldwide, royalty-bearing license that expires on May 31, 2023, ~~and~~(ii) agreed to pay up to $10,000 of new UM patent expenses for this IP during the period of the option, ~~and~~(iii) agreed to pay up to $25,000 of past UM patent expenses for this ~~IP. The Company also~~IP, and (iv) entered into a sponsored research agreement with UM on September 16, 2022 to study the combination of OBC’s PDAT and TOP PV-305, a formulation of the Company’s pharmaceutical-grade RBS, for the treatment of infectious ~~keratitis. This sponsored research by~~keratitis. The Company exercised the option to negotiate a license agreement, and license discussions between the Company ~~is not associated with BPEI’s clinical efforts~~and UM’s Office of Technology Transfer are ongoing. If UM and the Company are unable to ~~utilize non-pharmaceutical grade rose bengal.~~

reach an agreement, UM may offer its patent rights to any third party.

12. Commitments, Contingencies and Litigation

The Company may, from time to time, be involved in litigation arising from the ordinary course of ~~business and/or that may be expected to be covered by insurance.~~business. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

13. Subsequent Events

The Company has evaluated events that have occurred after the balance sheet and through the date the ~~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 ~~September~~June 30, 2023, the Company entered into 2022 Notes with a related party investor (a director of the Company) in the aggregate principal amount of $200,000 in connection with 2022 Loans received by the Company for the same amount.

Subsequent to June 30, 2023, the Company entered into a 2022 Note with a non-related party investor in the aggregate principal amount of $~~75,000~~700,000 in connection with a 2022 ~~Loan~~Loans received by the Company for the same amount.

Series D-1 Preferred Stock

Subsequent to ~~September~~June 30, ~~2022, the Company entered into a 2022 Note with a related party investor (a Company Director)~~2023, principal and interest in the aggregate ~~principal~~ amount of $~~92,500~~243,167, owed in connection with a ~~2022 Loan received by~~2021 Note was converted into 84,965 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.

Common Stock

Subsequent to June 30, 2023, the Company issued an aggregate of 25,000 shares of immediately vested restricted common stock to a consultant with a grant date value of $2,850for ~~the same amount.~~services.

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 financial statements and our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 filed with the SEC on March ~~29,~~ 30, 2023 (“2022 ~~(“2021~~ 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 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 HX medical science platform, which comprises a number of different drug product candidates and preclinical formulations made from pharmaceutical-grade RBS using different concentrations and delivered by different routes of administration specific to each disease area and/or indication, includes:

Clinical Development Programs

	●	Oncology:Intratumoral (“ITU”) formulation PV-10^®(“ITU 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 and different types of liver cancers. ITU PV-10 has undergone ~~and is undergoing~~ clinical monotherapy and combination therapy mechanism of action and mechanism of immune response study for melanoma, metastatic uveal melanoma, and metastatic neuroendocrine tumors at ~~and/or with~~ Moffitt Cancer Center (“Moffitt”) in Tampa, Florida, The Queen Elizabeth Hospital in Adelaide, Australia, and MD Anderson Cancer Center in Houston, Texas.

	●	Dermatology:Topical (“TOP”) formulation PH-10^® (“TOP PH-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. TOP 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 formulations have undergone preclinical combination therapy study for psoriasis and are undergoing preclinical monotherapy study for skin inflammation at TRU.

	●	Ophthalmology:The Company believes that clinical monotherapy proof-of-concept (“POC”) of TOP administration of non-pharmaceutical grade rose bengal for the treatment of infectious keratitis has been shown by clinicians and researchers at the University of Miami’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. ~~Pharmaceutical-grade~~

		TOP PV-305 is undergoing preclinical monotherapy study for diseases and disorders of the eye, such as infectious keratitis, at BPEI.

Proof-of-Concept In Vivo Drug Discovery Programs

	●	Oncology: ITU PV-10 has undergone and is underdoing preclinical monotherapy and combination therapy study for the treatment of pancreatic cancer and human papillomavirus-positive and negative head and neck squamous cell carcinoma at Moffitt. ITU PV-10 has undergone preclinical 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, Canada (“UCal”). The Company believes that the UCal researchers have achieved ~~monotherapy POC~~ in vivo monotherapy POC of ITU administration.

		Oral (“PO”) formulations are undergoing preclinical 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 POC~~ in vivo monotherapy POC of PO administration, that the Company has achieved ~~monotherapy proof-of-concept~~ in vivo monotherapy POC of PO administration in both prophylactic and therapeutic settings, and that the Company has achieved ~~monotherapy POC~~ in vivo monotherapy POC of intravenous (“IV”) administration.

	●	Hematology: PO formulations are undergoing preclinical 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 ~~POC~~ in vivo monotherapy POC of PO administration.

	●	Wound Healing: Different formulations are undergoing preclinical monotherapy study for the healing of full-thickness cutaneous wounds. The Company believes that ~~monotherapy POC~~ in vivo monotherapy POC of TOP 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 in Galveston, Texas, who are now collaborating with the Company to use our pharmaceutical-grade RBS.

	●	Animal Health: Different formulations are undergoing preclinical monotherapy study for the treatment of ~~cutaneous~~ canine ~~cancers~~soft tissue sarcomas at the University of Tennessee’s College of Veterinary Medicine in Knoxville, Tennessee. The Company believes that it has achieved monotherapy POC in canines of ITU administration.

Preclinical In Vitro Drug Discovery Programs

	●	Infectious Diseases: PO and intranasal (“IN”) formulations have undergone and are undergoing preclinical 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 have undergone preclinical monotherapy and combination therapy study for the treatment of gram-positive and gram-negative bacterial infections (including multi-drug resistant strains) and are undergoing preclinical monotherapy study for the treatment of oral bacterial infections at UTHSC.

		Different formulations are undergoing preclinical monotherapy study for the treatment of fungal infections at UTHSC.

	●	Tissue Regeneration and Repair: Different formulations are undergoing preclinical monotherapy study for vertebrate development, wound healing, and tissue regrowth at the University of Nevada, Las Vegas in Las Vegas, Nevada.

Business Strategy

The Company is selectively continuing ongoing and planning to initiate new monotherapy and combination therapy ITU 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 ITU 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 ITU 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 product 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 (e.g., PO, IV, IN) for other disease areas by endeavoring to show preclinical 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 product 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 Drug Substance and Drug Product 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 drug substance and drug product candidate manufacturing processes; the production and multi-year stability testing of multiple drug substance and drug product 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 drug substance and drug product 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 drug substance and ITU PV-10 drug product candidate, the processes’ CMC specifications, and the CMC data from the production of stability lots of drug substance and drug product 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 ITU PV-10 for the treatment 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).

RBS Nonproprietary 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 the non-proprietary name in the third quarter of 2020 and reached the status of recommended International Nonproprietary 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.

The aim of the INN system since inception has been to provide health professionals with a unique and universally available designated name to identify each pharmaceutical substance or API, according to the WHO. The existence of an international nomenclature, in the form of INN, is important for the accurate identification, prescribing, and dispensing of medicines to patients, and for communication and exchange of information among health professionals and scientists worldwide.

~~Prior Medical Diagnostic Use of Rose Bengal~~

~~FDA-Approved Liver Diagnostic Use~~

~~In 1971,~~ ¹³¹~~I rose bengal (Robengatope~~^® ~~[rose bengal sodium~~ ¹³¹I injection USP]) was approved by the FDA (NDA 016224) for use as a diagnostic aid to determine liver function. In 2009, manufacturer Bracco Diagnostics Inc. withdrew Robengatope from the U.S. market because of the emergence of newer liver imaging methods, such as computed tomography.

~~Historic Ophthalmic Diagnostic Use~~

In 1974, Barnes-Hind Pharmaceuticals, Inc. (“Barnes-Hind”) introduced a medical device product of 1% rose bengal in an aqueous solution for the diagnosis of corneal injury, diagnosis of keratitis, keratoconjunctivitis, and sicca, and detection of foreign bodies in the eye. In 1981, Barnes-Hind introduced ophthalmic strips of the same concentration for the same indications. While both the solution and strip medical device products were accepted by the FDA for marketing, the Company does not believe that the devices or their respective claims were approved by the FDA because their introductions predated formal FDA review and approval of medical devices.

Non-Pharmaceutical Grades of Rose Bengal

~~Commercial-Grade~~

Commercial-Grade

This material may be purchased from specialty chemical suppliers in the U.S. and from other parts of the world; however, the Company believes that the material itself is almost exclusively made in China and India under non-cGMP conditions. Commercial-grade rose bengal appears to have reported purity that may vary between approximately 80% and 95%, and that 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 preclinical study of the rose bengal molecule for potential biomedical therapeutic applications.

We believe that commercial-grade rose bengal is still manufactured using the historical process (or a variant thereof) that was developed by the synthetic molecule’s Swiss creator Rudolph Gnehm in 1881. Some manufacturers may, however, apply purification techniques that the Company believes still result in material that may possess questionable purity and contaminants and may also be subject to substantial lot-to-lot manufacturing variability.

Diagnostic-Grade

The Company coined this phrase to describe non-approved rose bengal that is used as an ingredient in historical or current ophthalmic solutions and strips, 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 in 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 and/or may have been compounded under cGMP regulations by a pharmacist, academic medical researcher, or commercial entity. Here too, the Company believes that purification may not sufficiently improve the amounts and accuracy of 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 rigorously and methodically assess three lots of commercial-grade rose bengal, one each from three different specialty chemical suppliers, and compare and contrast 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-grades of rose bengal 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-grades of 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 ~~fullsome~~fulsome CMC specifications and documentation.

The Company believes that historical and potentially hazardous impurities and other manufacturing and handling issues facing non-pharmaceutical-grades of rose bengal may pose significant scientific, technological, and economic challenges to overcome and validate for compliance with modern drug regulatory standards.

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 product 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 product candidates.

General and Administrative Expenses

General and administrative expense consists primarily of salaries, stock-based compensation expense and other related costs for personnel in executive, finance, accounting, business development, legal, information technology and corporate communication functions. Other costs include facility costs not otherwise included in research and development expense, insurance, and professional fees for legal, patent and accounting services.

Results of Operations

Comparison of the Three Months Ended ~~September~~June 30, ~~2022~~2023 and ~~September~~June 30, ~~2021~~2022

Overview

~~Total operating expenses were $981,079~~Grant revenue was $161,842 for the three months ended ~~September~~June 30, ~~2022,~~2023, a decrease of ~~$66,152~~$159,868 or ~~6.3%~~49.7% compared to the three months ended ~~September~~June 30, ~~2021.~~2022. Total operating expenses were $962,045 for the three months ended June 30, 2023, a decrease of $437,645 or 31.3% compared to the three months ended June 30, 2022. The decrease was driven primarily by (i) ~~reduced~~decreased clinical trial ~~cost,~~costs, (ii) decrease in payroll and taxes, (iii) lower rent and utilities ~~(iii) lower legal and litigation fees~~costs, and (iv) ~~lower~~decreased professional fees, partially offset by (v) higher ~~insurance cost and (vi) higher other general and administrative cost.~~legal costs related to patents. Net loss for the three months ended ~~September~~June 30, ~~2022~~2023 was ~~$713,267,~~$835,062, a decrease of ~~$337,992~~$242,779 or ~~32.2% which was~~22.5% compared to the three months ended June 30, 2022. The decrease is primarily attributable to ~~a decrease in~~lower operating ~~expenses, partially offset by higher interest expense from the 2021 and 2022 Financing Notes.~~expenses.

	For the Three Months Ended												For the Three Months Ended
	September 30,												June 30,
	2022			2021			Increase/(Decrease)			% Change			2023			2022			Increase/(Decrease)			% Change

Grant Revenue	$	314,890		$	-		$	314,890			0.0	%	$	161,842		$	321,710		$	(159,868	)		-49.7	%

Operating Expenses:
Research and development		580,390			608,653			(28,263	)		-4.6	%		434,214			816,648			(382,434	)		-46.8	%
General and administrative		400,689			438,578			(37,889	)		-8.6	%		527,831			583,042			(55,211	)		-9.5	%
Total Operating Expenses		981,079			1,047,231			(66,152	)		-6.3	%		962,045			1,399,690			(437,645	)		-31.3	%

Total Operating Loss		(666,189	)		(1,047,231	)		381,042			-36.4	%		(800,203	)		(1,077,980	)		277,777			-25.8	%

Other Income/(Expense):
Research and development tax (deficit)/credit		(638	)		(507	)		(131	)		25.8	%
Research and development tax credit														15,965			38,259			(22,294	)		-58.3	%
Interest expense, net		(46,440	)		(3,521	)		(42,919	)		1218.9	%		(50,824	)		(38,120	)		(12,704	)		33.3	%

Total Other Expense, Net		(47,078	)		(4,028	)		(43,050	)		1068.8	%
Total Other Income (Expense), Net														(34,859	)		139			(34,998	)		-25178.4	%

Net Loss	$	(713,267	)	$	(1,051,259	)	$	337,992			-32.2	%	$	(835,062	)	$	(1,077,841	)	$	242,779			-22.5	%

Grant Revenue

For the three months ended ~~September~~June 30, 2023 and June 30, 2022, ~~and 2021,~~ there was ~~$314,890~~$161,842 and ~~$0,~~$321,710, respectively, of grant revenue recognized related to qualifying expenses that were incurred and included within research and development expenses on the condensed consolidated statements of operations.

Research and Development Expenses

Research and development expenses were $434,214 for the three months ended June 30, 2023, a decrease of $382,434 or 46.8% compared to $816,648 for the three months ended June 30, 2022. The decrease was primarily due to (i) lower costs of clinical trials, (ii) lower payroll and taxes, (iii) lower rent and utilities, and (iv) decreased insurance cost.

	For the Three Months Ended
	June 30,
	2023		2022		Increase/(Decrease)			% Change

Operating Expenses:
Research and development:
Clinical trial and research expenses	$	309,284	$	674,294	$	(365,010	)		-54.1	%
Depreciation/amortization		2,043		1,765		278			15.8	%
Insurance		49,356		57,367		(8,011	)		-14.0	%
Payroll and taxes		65,083		67,360		(2,277	)		-3.4	%
Rent and utilities		8,448		15,862		(7,414	)		-46.7	%
Total research and development	$	434,214	$	816,648	$	(382,434	)		-46.8	%

General and Administrative Expenses

General and administrative expenses were $527,831 for the three months ended June 30, 2023, a decrease of $55,211 or 9.5% compared to $583,042 for the three months ended June 30, 2022. The decrease was primarily due to (i) lower other general and administrative costs, (ii) reduced rent and utilities cost, and (iii) lower professional fees, partially offset by (iv) higher legal fees related to patents and (v) higher insurance cost.

	For the Three Months Ended
	June 30,
	2023		2022			Increase/(Decrease)			% Change

Operating Expenses:
General and administrative:
Depreciation	$	188	$	1,055		$	(867	)		-82.2	%
Directors fees		96,250		96,250			-			0.0	%
Insurance		52,465		44,672			7,793			17.4	%
Legal		147,525		126,087			21,438			17.0	%
Other general and administrative cost		23,990		34,476			(10,486	)		-30.4	%
Payroll and taxes		63,594		63,575			19			0.0	%
Professional fees		138,975		208,678			(69,703	)		-33.4	%
Rent and utilities		4,844		8,267			(3,423	)		-41.4	%
Foreign currency translation		-		(18	)		18			-100.0	%
Total general and administrative	$	527,831	$	583,042		$	(55,211	)		-9.5	%

Other Income/(Expense)

Research and development tax credit decreased from $38,259 for the three months ended June 30, 2022 to $15,965 for the three months ended June 30, 2023. The decrease was mainly due to lower clinical trial activities in Australia resulting in a lower research and development tax refund.

Net interest expense increased by $12,704 from $38,120 for the three months ended June 30, 2022 to $50,824 for the three months ended June 30, 2023. The increase was mainly due to the interest expense costs incurred in connection with the higher note balances.

	For the Three Months Ended
	June 30,
	2023			2022			Increase/(Decrease)			% Change

Other Income/(Expense):
Research and development tax credit	$	15,965			38,259			(22,294	)		-58.3	%
Interest expense, net	$	(50,824	)		(38,120	)	$	(12,704	)		33.3	%
Total Other Income (Expenses), Net	$	(34,859	)	$	139		$	(34,998	)		-25178.4	%

Comparison of the Six Months Ended June 30, 2023 and June 30, 2022

Overview

Grant revenue was $366,867 for the six months ended June 30, 2023, a decrease of $142,448 or 28.0% compared to the six months ended June 30, 2022. Total operating expenses were $1,949,283 for the six months ended June 30, 2023, a decrease of $638,070 or 24.7% compared to the six months ended June 30, 2022. The decrease was driven primarily by (i) decreased clinical trial costs, (ii) decrease in payroll and taxes, (iii) lower rent and utilities cost, and (iv) lower insurance cost. Net loss for the six months ended June 30, 2023 was $1,622,516, a decrease of $446,247, or 21.2% compared to the six months ended June 30, 2022. The decrease is primarily attributable to lower operating expenses.

	For the Six Months Ended
	June 30,
	2023			2022			Increase/(Decrease)			% Change

Grant Revenue	$	366,867		$	509,315		$	(142,448	)		-28.0	%

Operating Expenses:
Research and development		982,607			1,487,764			(505,157	)		-34.0	%
General and administrative		966,676			1,099,589			(132,913	)		-12.1	%
Total Operating Expenses		1,949,283			2,587,353			(638,070	)		-24.7	%

Total Operating Loss		(1,582,416	)		(2,078,038	)		495,622			-23.9	%

Other Income/(Expense):
Research and development tax credit		15,965			38,259			(22,294	)		-58.3	%
Interest expense, net		(96,065	)		(68,984	)		(27,081	)		39.3	%

Total Other Expense, Net		(80,100	)		(30,725	)		(49,375	)		160.7	%

Net Loss	$	(1,662,516	)	$	(2,108,763	)	$	446,247			-21.2	%

Grant Revenue

For the six months ended June 30, 2023 and June 30, 2022, there was $366,867 and $509,315, respectively, of grant revenue recognized related to qualifying expenses that were incurred and included within research and development on the condensed consolidated statements of operations.

Research and Development Expenses

Research and development expenses were ~~$580,390~~$982,607 for the ~~three~~six months ended ~~September~~June 30, ~~2022,~~2023, a decrease of ~~$28,263~~$505,157 or ~~4.6%~~34.0% compared to ~~$608,653~~$1,487,764 for the ~~three~~six months ended ~~September~~June 30, ~~2021.~~2022. The decrease was primarily due to (i) ~~decreased cost~~lower costs of clinical trials, ~~due to full enrollment~~(ii) lower payroll and ~~follow up treatments and (ii)~~taxes, (iii) lower rent and utilities, ~~partially offset by (iii) higher insurance cost~~ and (iv) ~~higher payroll~~lower insurance cost.

											For the Six Months Ended
	For the Three Months Ended										June 30,
	September 30,										2023		2022		Increase/(Decrease)			% Change
	2022		2021		Increase/(Decrease)			% Change
Operating Expenses:
Research and development:
Clinical trial and research expenses	$	449,638	$	497,525	$	(47,887	)		-9.6	%		715,879		1,205,985	$	(490,106	)		-40.6	%
Depreciation/amortization		1,765		2,161		(396	)		-18.3	%		3,530		3,929		(399	)		-10.2	%
Insurance		57,620		51,982		5,638			10.8	%		114,656		115,890		(1,234	)		-1.1	%
Payroll and taxes		62,457		45,366		17,091			37.7	%		131,089		134,475		(3,386	)		-2.5	%
Rent and utilities		8,910		11,619		(2,709	)		-23.3	%		17,453		27,485		(10,032	)		-36.5	%
Total research and development	$	580,390	$	608,653	$	(28,263	)		-4.6	%	$	982,607	$	1,487,764	$	(505,157	)		-34.0	%

2022

General and Administrative Expenses

General and administrative expenses were ~~$400,689~~$966,676 for the ~~three~~six months ended ~~September~~June 30, ~~2022,~~2023, a decrease of ~~$37,889~~$132,913 or ~~8.6%~~12.1% compared to ~~$438,578~~$1,099,589 for the ~~three~~six months ended ~~September~~June 30, ~~2021.~~2022. The decrease was primarily due to (i) lower legal fees relating to patents, (ii) ~~lower professional fees, and (iii) lower~~reduced rent and utilities ~~partially offset by (iv) higher~~cost, (iii) lower insurance cost, ~~(v) higher payroll cost, and (vi) increased~~(iv) lower other general and ~~administration expenses.~~administrative cost, and (v) lower professional fees.

	For the Three Months Ended										For the Six Months Ended
	September 30,										June 30,
	2022		2021		Increase/(Decrease)			% Change			2023		2022			Increase/(Decrease)			% Change
Operating Expenses:
General and administrative:
Depreciation	$	1,054	$	1,054	$	-			0.0	%
Depreciation											$	931	$	2,109		$	(1,178	)		-55.9	%
Directors fees		96,250		96,250		-			0.0	%		192,500		192,500			-			0.0	%
Insurance		45,272		37,138		8,134			21.9	%		89,088		92,890			(3,802	)		-4.1	%
Legal and litigation		65,602		130,683		(65,081	)		-49.8	%
Legal												207,597		238,621			(31,024	)		-13.0	%
Other general and administrative cost		14,991		9,052		5,939			65.6	%		12,910		57,335			(44,425	)		-77.5	%
Payroll and taxes		61,554		43,981		17,573			40.0	%		128,433		127,874			559			0.4	%
Professional fees		111,310		114,496		(3,186	)		-2.8	%		325,502		375,033			(49,531	)		-13.2	%
Rent and utilities		4,656		5,883		(1,227	)		-20.9	%		9,715		13,866			(4,151	)		-29.9	%
Foreign currency translation		-		41		(41	)		-100.0	%		-		(639	)		639			-100.0	%
Total general and administrative	$	400,689	$	438,578	$	(37,889	)		-8.6	%	$	966,676	$	1,099,589		$	(132,913	)		-12.1	%

Other Income/(Expense)

~~Other~~Research and development tax credit decreased from $38,259 for the six months ended June 30, 2022 to $15,965 for the six months ended June 30, 2023. The decrease was mainly due to lower clinical trial activities in Australia resulting in a lower research and development tax refund.

Net interest expense increased by ~~$43,050~~$27,081 from ~~($4,028)~~$68,984 for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 to ~~($47,078)~~$96,065 for the ~~three~~six months ended ~~September~~June 30, ~~2022.~~2023. The increase was mainly due to the ~~higher~~ interest expense costs incurred in connection with the ~~2021 and 2022 Notes.~~higher note balances.

For the Three Months Ended
September 30,
2022 2021 Increase/(Decrease) % Change
Other Income/(Expense):
Research and development tax credit $ (638 ) $ (507 ) $ (131 ) 25.8 %
Interest expense, net (46,440 ) (3,521 ) $ (42,919 ) 1218.9 %
Total Other Expenses, Net $ (47,078 ) $ (4,028 ) $ (43,050 ) 1068.8 %

~~Comparison of the Nine Months Ended September 30, 2022 and September 30, 2021~~

~~Overview~~

Total operating expenses were $3,568,432 for the nine months ended September 30, 2022, an increase of $118,508 or 3.4% compared to the nine months ended September 30, 2021. The increase was driven primarily by (i) increased clinical trial cost, (ii) higher insurance costs, (iii) higher professional fees, (iv) higher payroll cost, and (v) higher other general and administrative cost, partially offset by (vi) lower legal and litigation fees, (vii) lower rent and utility expense, and (viii) lower foreign currency translation cost. Net loss for the nine months ended September 30, 2022 was $2,822,030, a decrease of $1,478,770 or 34.4% which was primarily attributable to a decrease in interest expense costs incurred in connection with the 2021 and 2022 Notes, partially offset by higher operating expenses.

For the Nine Months Ended
September 30,
2022 2021 Increase/(Decrease) % Change

Grant Revenue $ 824,205 $ - $ 824,205 0.0 %

Operating Expenses:
Research and development 2,068,154 1,866,776 201,378 10.8 %
General and administrative 1,500,278 1,583,148 (82,870 ) -5.2 %
Total Operating Expenses 3,568,432 3,449,924 118,508 3.4 %

Total Operating Loss (2,744,227 ) (3,449,924 ) 705,697 -20.5 %

Other Income/(Expense):
Research and development tax (deficit)/credit 37,621 31,637 5,984 18.9 %
Gain from extinguishment - 63,094 (63,094 ) -100.0 %
Interest expense, net (115,424 ) (945,607 ) 830,183 -87.8 %
Total Other Income (Expense), Net (77,803 ) (850,876 ) 773,073 -90.9 %

Net Loss $ (2,822,030 ) $ (4,300,800 ) $ 1,478,770 -34.4 %

~~Grant Revenue~~

For the nine months ended September 30, 2022 and 2021, there was $824,205 and $0, respectively, of grant revenue recognized related to qualifying expenses that were incurred and included within research and development on the condensed consolidated statements of operations.

~~Research and Development Expenses~~

Research and development expenses were $2,068,154 for the nine months ended September 30, 2022, an increase of $201,378 or 10.8% compared to $1,866,776 for the nine months ended September 30, 2021. The increase was primarily due to (i) increased cost on clinical trials due to increased recruitment and treatment in clinical trials, (ii) higher insurance cost and (iii) higher payroll cost, partially offset by (iv) a decrease in rent and utility expenses.

For the Nine Months Ended
September 30,
2022 2021 Increase/(Decrease) % Change
Operating Expenses:
Research and development:
Clinical trial and research expenses 1,655,623 1,474,732 $ 180,891 12.3 %
Depreciation/amortization 5,694 6,485 (791 ) -12.2 %
Insurance 173,510 154,763 18,747 12.1 %
Payroll and taxes 196,932 185,406 11,526 6.2 %
Rent and utilities 36,395 45,390 (8,995 ) -19.8 %
Total research and development $ 2,068,154 $ 1,866,776 $ 201,378 10.8 %

~~General and Administrative Expenses~~

General and administrative expenses were $1,500,278 for the nine months ended September 30, 2022, a decrease of $82,870 or 5.2% compared to $1,583,148 for the nine months ended September 30, 2021. The decrease was primarily due to (i) lower legal fees relating to patents, (ii) lower rent and utilities cost, and (iii) lower foreign currency transactions, partially offset by (iv) higher professional fees, (v) increased payroll and taxes, (vi) increased insurance cost, and (vii) increased other general and administration expenses.

For the Nine Months Ended
September 30,
2022 2021 Increase/(Decrease) % Change
Operating Expenses:
General and administrative:
Depreciation $ 3,163 $ 3,163 $ - 0.0 %
Directors fees 288,750 288,750 - 0.0 %
Insurance 138,162 122,966 15,196 12.4 %
Legal and litigation 304,223 479,421 (175,198 ) -36.5 %
Other general and administrative cost 72,326 55,640 16,686 30.0 %
Payroll and taxes 189,428 152,581 36,847 24.1 %
Professional fees 486,343 452,971 33,372 7.4 %
Rent and utilities 18,522 22,828 (4,306 ) -18.9 %
Foreign currency transaction (639 ) 4,828 (5,467 ) -113.2 %
Total general and administrative $ 1,500,278 $ 1,583,148 $ (82,870 ) -5.2 %

~~Other Income/(Expense)~~

Other income/(expense) decreased by $773,073 from ($850,876) for the nine months ended September 30, 2021 to ($77,803) for the nine months ended September 30, 2022. The decrease was due to the lower interest expense costs incurred in connection with the 2017 and 2020 Notes which converted to preferred stock on June 20, 2021, offset by the gain from extinguishment of debt in 2021 relating to the PPP loan forgiveness.

	For the Nine Months Ended												For the Six Months Ended
	September 30,												June 30,
	2022			2021			Increase/(Decrease)			% Change			2023			2022			Increase/(Decrease)			% Change
Other Income/(Expense):
Research and development tax credit	$	37,621		$	31,637		$	5,984			-		$	15,965		$	38,259		$	(22,294	)		-58.3	%
Gain from extinguishment		-			63,094			(63,094	)		0.0	%
Interest expense, net		(115,424	)		(945,607	)		830,183			-87.8	%		(96,065	)		(68,984	)		(27,081	)		39.3	%
Total Other Expenses, Net	$	(77,803	)	$	(850,876	)	$	773,073			-90.9	%
Total Other Expense, Net													$	(80,100	)	$	(30,725	)	$	(49,376	)		160.7	%

Liquidity and Capital Resources

The Company’s cash ~~cash equivalents,~~ and restricted cash were ~~$1,711,351~~$1,359,159 at ~~September~~June 30, ~~2022~~2023 which includes ~~the $1,644,321~~$1,183,149 of restricted cash resulting from a grant received from the State of Tennessee, compared to ~~$3,106,942~~$1,431,707 at December 31, ~~2021,~~2022, which included ~~$2,423,958~~$1,410,102 of restricted cash. The Company’s working capital ~~deficiency~~deficit was ~~$6,924,589~~$7,358,237 and ~~$4,258,679~~$6,293,198 as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. 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. We have continuing net losses and negative cash flows from operating activities. In addition, we have an accumulated deficit of ~~$248,855,988~~$251,251,157 as of ~~September~~June 30, ~~2022.~~2023. 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. 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.

As of ~~September~~June 30, ~~2022,~~2023, cash required for our current liabilities included approximately ~~$4,428,916~~$4,919,803 for accounts payable and other accrued expenses (including operating lease ~~liability)~~liabilities) and ~~$72,135~~a $148,273 note payable related to our short-term financing of our commercial insurance policies. Also, if not converted prior to maturity, convertible debt in the amount of ~~$2,520,000~~$2,602,500 plus accrued interest will mature one year from the date of the notes. ~~Cash requirements~~As of June 30, 2023, cash required for our long-term liabilities ~~were $85,019 at September 30, 2022.~~consists of $49,975 for our operating lease. The Company intends to meet these cash requirements from its current cash balance and from future financing.

Management’s plans include selling our equity securities and obtaining other financing, including the issuance of 2022 ~~financing,~~unsecured convertible notes (the “2022 Financing”), to fund our capital requirements and on-going operations; however, there can be no assurance we will be successful in these efforts. ~~The condensed consolidated financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.~~ Significant funds will be needed to continue and complete our ongoing and planned clinical trials.

The SARS-CoV-2 pandemic has already caused significant disruptions in the financial markets, and may continue to cause such disruptions, which could impact our ability to raise additional funds and may also impact the volatility of our stock price and trading in our stock. Moreover, the pandemic has also significantly impacted economies worldwide, which could result in adverse effects on our business and operations. We cannot be certain what the overall impact of the SARS-CoV-2 pandemic will be on our business. It has the potential to adversely affect our business, financial condition, results of operations, and prospects. The Company has experienced slower than normal enrollment and treatment of patients, and a prolonged SARS-CoV-2 pandemic could have a material adverse impact on the Company’s business and financial results, including the timing and ability of the Company to raise capital, initiate and/or complete current and/or future preclinical studies and/or clinical trials; disrupt the Company’s regulatory activities; and/or have other adverse effects on the Company’s clinical development. We have taken several temporary precautionary measures intended to help ensure the well-being of our employees and contractors and to minimize disruption to our business. We considered the impact of the SARS-CoV-2 pandemic on our business and operational assumptions and estimates, and determined there were no material adverse impacts on our results of operations and financial position at September 30, 2022.

Access to Capital

Management plans to access capital resources through possible public or private equity offerings, including the 2022 ~~financing,~~Financing, equity financings, debt financings, corporate collaborations, or other means. If we are unable to raise sufficient capital, 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 product 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 ~~2022~~2023 and beyond. We anticipate that these funds will otherwise come from the proceeds of private placement transactions, the exercise of existing warrants and outstanding stock options, or public offerings of debt or equity securities. While 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 and Policies

~~The preparation of~~Since the date the Company’s December 31, 2022 consolidated financial statements were issued in its 2022 Annual Report, there have been no material changes to the Company’s significant accounting policies. Refer to our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2023 and ~~related disclosures must be in conformity with U.S. GAAP. These accounting principles require us~~Note 3 to ~~make estimates and judgments that can affect~~ the ~~reported amounts of assets and liabilities as of the date of the~~condensed consolidated financial statements as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which it relies are reasonably based upon information available to us at the time that it makes these estimates and judgments. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below.

The following is not intended to be a comprehensive list of all of our accounting policies or estimates. Our accounting policies are more fully described in Note 3 –Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on Form ~~10-Q.~~

~~Stock-Based Compensation~~10-Q, for a discussion of our significant accounting policies and use of estimates.

We measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant. The fair value amount of the shares expected to ultimately vest is then recognized over the period for which services are required to be provided in exchange for the award, usually the vesting period. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period that the estimates are revised. We account for forfeitures as they occur.

~~Research and Development~~

Research and development expenses consist of expenses incurred in performing research and development activities, including compensation and benefits for research and development employees and consultants, facilities expenses, overhead expenses, cost of laboratory supplies, manufacturing expenses, fees paid to third parties and other outside expenses. We accrue for costs incurred as the services are being provided by monitoring the status of the clinical trial or project and the invoices received from our external service providers. We adjust our accrual as actual costs become known.

~~Recently Adopted Accounting Standards~~

~~Recently adopted accounting standards are included in Note 3 – Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on Form 10-Q.~~

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.

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

Our 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 Securities Exchange Act of 1934, as amended (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 the SEC’s 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.

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 12.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors that were disclosed in the ~~2021~~2022 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~2021 Financing~~

During the three months ended September 30, 2022, the Company had received aggregate proceeds of $325,000 pursuant to certain unsecured convertible notes (the “2021 Notes”). As of September 30, 2022, the Company had cumulatively drawn down $2,335,000 under the 2021 Notes.

~~For further details on the terms of the 2021 Notes, refer to our Form 10-K as filed with the SEC on March 29, 2022.~~

2022 Financing

During the three and six months ended ~~September~~June 30, ~~2022,~~2023, the Company ~~had~~ received aggregate proceeds of ~~$185,000~~$725,000 and $1,325,000, respectively, pursuant to certain unsecured convertible notes (the “2022 Notes”). ~~As of September~~Through June 30, ~~2022,~~2023, the Company had ~~cumulatively~~ drawn down ~~$185,000~~$2,077,500 under the 2022 Notes.

For further details on the terms of the 2022 Notes, refer to our Form ~~8-K~~10-K as filed with the SEC on ~~September 26, 2022.~~March 30, 2023.

Preferred Convertible Stock

During the three and six months ended June 30, 2023, the Company issued 188,757 and 207,629, respectively, shares of restricted Series D-1 Convertible Preferred Stock upon the conversion of $500,000 and $50,000, respectively, of principal and $40,222 and $44,234, respectively, accrued interest outstanding on the 2021 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.

ITEM 6. EXHIBITS.

Exhibit No.		Description

~~4.1~~		~~Form of Unsecured Convertible Promissory Note (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed on September 26, 2022).~~

10.1**		~~2022 Financing Term Sheet.~~

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~~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~~101.SCH**		Inline XBRL Taxonomy Extension Schema Document.

~~101.CAL~~101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

~~101.LAB~~101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document.

101 ~~PRE~~PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

~~101.DEF~~101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document.

~~104~~104**		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

** Filed herewith.

*** Furnished herewith.

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.

~~November 9, 2022~~August 14, 2023	By:	/s/ Bruce Horowitz
		Bruce Horowitz
		Chief Operating Officer (Principal Executive Officer)

	By:	/s/ Heather Raines
		Heather Raines, CPA
		Chief Financial Officer (Principal Financial Officer)


	Non-Related Party		Related Party
	Face Amount		Face Amount		Total
Balance as of January 1, 2022	$	1,260,000	$	200,000	$	1,460,000

Issued		50,000		-		50,000

Balance as of March 31, 2022		1,310,000		200,000		1,510,000

Issued		500,000		-		500,000

Balance as of June 30, 2022		1,810,000		200,000		2,010,000
Beginning Balance		1,810,000		200,000		2,010,000

Issued		-		325,000		325,000

Balance as of September 30, 2022	$	1,810,000	$	525,000	$	2,335,000
Ending Balance	$	1,810,000	$	525,000	$	2,335,000

				Weighted Average
	Shares			Exercise Price

Outstanding and exercisable at January 1, 2022		3,625,000		$	0.32

Granted		-			-
Exercised		-			-
Forfeited		(200,000	)		0.86

Outstanding and exercisable at September 30, 2022		3,425,000		$	0.29

		Number Outstanding and Exercisable		Weighted Average		Intrinsic Value
		at September 30,		Remaining Contractual		at September 30,
Exercise Price		2022		Life		2022

$	0.12		2,425,000		3.10	$	-
$	0.29		100,000		3.10	$	-
$	0.67		200,000		0.90	$	-
$	0.75		550,000		3.20	$	-
$	0.88		150,000		1.80	$	-

			3,425,000		2.96	$	-

		Number Outstanding
		and Exercisable at September 30,		Weighted Average Remaining Contractual		Intrinsic Value at September 30,
Exercise Price		2022		Life		2022

$	0.29		100,000		0.97	$	-
$	1.00		18,000		1.64	$	-
$	1.12		366,000		1.64	$	-
$	2.00		3,500		1.64	$	-

			487,500		1.50	$	-