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 utr:sqft

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 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

 (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.)

S Gay St, Suite 1610, Knoxville, TN 37929

 (Address
of principal executive offices) (Zip Code)

 866 - 594-5999

 (Registrant's
telephone number, including area code)

 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

 Securities
registered pursuant to Section 12(g) of the Act:

 Common
Stock, par value $0.001 per share

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No

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

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

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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold as of June 30, 2023 was $ 45,528,616 (computed on the basis of $0.113 per share).

 The
number of shares outstanding of the registrant's common stock, par value $0.001 per share, as of March 27, 2024 was 419,522,119.

 DOCUMENTS
INCORPORATED BY REFERENCE

 The
information required by Part III is incorporated by reference to portions of the definitive proxy statement to be filed within 120 days
after December 31, 2023, pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with the 2024 annual meeting
of stockholders.

 TABLE
OF CONTENTS

 ITEM
 1.

 BUSINESS

 ITEM
 1A.

 RISK FACTORS

 ITEM
 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM
 1C.

 CYBERSECURITY

 ITEM
 2.

 PROPERTIES

 ITEM
 3.

 LEGAL PROCEEDINGS

 ITEM
 4.

 MINE SAFETY DISCLOSURES

 ITEM
 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM
 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM
 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A.

 CONTROLS AND PROCEDURES

 ITEM
 9B.

 OTHER INFORMATION

 ITEM
 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE COMPENSATION

 ITEM
 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM
 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM
 15.

 EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 ITEM
 16.

 FORM 10-K SUMMARY

 SIGNATURES

 CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS

 This
Annual Report on Form 10-K 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. While we believe that the expectations reflected in our forward-looking statements are reasonable, we can give no
assurance that such expectations will prove correct. Forward-looking statements are subject to risks and uncertainties that could cause
our actual results to differ materially from the future results, performance, or achievements expressed in or implied by any forward-looking
statement we make. Some of the relevant risks and uncertainties that could cause our actual performance to differ materially from the
forward-looking statements contained in this report are discussed below under the heading "Risk Factors" and elsewhere in
this Annual Report on Form 10-K. We caution investors that these discussions of important risks and uncertainties are not exclusive,
and our business may be subject to other risks and uncertainties which are not detailed there. Investors are cautioned not to place undue
reliance on our forward-looking statements. We make forward-looking statements as of the date on which this Annual Report on Form 10-K
is filed with the U.S. Securities and Exchange Commission (the "SEC"), and we assume no obligation to update the forward-looking
statements after the date hereof whether as a result of new information or events, changed circumstances, or otherwise, except as required
by law.

 Risks
and uncertainties that could cause our actual results to materially differ from those described in forward-looking statements:

 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 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

 ITEM
 1.

 BUSINESS.

 Provectus
Biopharmaceuticals, Inc., a Delaware corporation incorporated in 2002 (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-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.

 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. Second, 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 make pharmaceutical-grade RBS successfully, reproducibly, and consistently
at a purity of nearly 100%.

 The
Company's small molecule HX medical science platform comprises several different drug product candidates and preclinical pharmaceutical-grade
RBS formulations using different concentrations 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;
 in vivo proof-of-concept programs in oncology, hematology, wound healing, and animal health; and in vitro drug discovery
programs in infectious diseases and tissue regeneration and repair.

 Intellectual
Property

 U.S.
Patents

 We
hold patents covering the HX medical science platform that we have developed and are continuing to develop for drug product candidates
and drug formulations in different disease areas. All patents awarded by the U.S. Patent and Trademark Office ("USPTO") that
are material to an understanding of the Company are listed in the table below:

 U.S.
 Patent No.

 Title

 Issue
 Date

 Expiration
 Date

 7,201,914

 antiperspirant and antimicrobial compositions

 April
 10, 2007

 May
 15, 2024

 8,530,675

 Process
 for the synthesis of rose bengal and related xanthenes

 September
 10, 2013

 April
 21, 2031

 9,107,887

 therapy for cancer

 August
 15, 2015

 March
 9, 2032

 9,273,022

 Process
 for the synthesis of rose bengal and related xanthenes

 March
 1, 2016

 September
 17, 2030

 9,422,260

 Process
 for the synthesis of rose bengal and related xanthenes

 August
 23, 2016

 September
 26, 2030

 9,808,524

 of local and systematic immunomodulative therapies for melanoma and liver cancer

 7, 2017

 March
 9, 2032

 9,839,688

 of rose bengal and systemic immunomodulative therapies for enhanced treatment of cancer

 December
 12, 2017

 March
 9, 2032

 10,130,658

 Method
 of ex vivo enhancement of immune cell activity for cancer immunotherapy with a small molecule ablative compound

 20, 2018

 December
 18, 2035

 10,471,144

 of local rose bengal and systemic immunomodulative therapies for enhanced treatment of cancer

 12, 2019

 12 2034

 11,058,664

 In
 vitro and xenograft anti-tumor activity of a halogenated-xanthene against refractory pediatric solid tumors

 July
 13, 2021

 May
 15, 2039

 11,071,781

 of local and systemic immunomodulative therapies for enhanced treatment of cancer

 July
 27, 2021

 March
 9, 2032

 11,419,844

 Composition
 and Methods for Treating Hematologic Cancers

 August
 23, 2022

 December
 3, 2040

 11,426,379

 of Local and Systemic Therapies for Enhanced Treatment of Dermatologic Conditions

 August
 30, 2022

 29, 2038

 We
received one patent allowance from the USPTO in 2023, U.S. patent application number 17/488,430 titled "Halogenated Xanthenes as
Vaccine Adjuvants." Two patent applications were also published on the USPTO's website:

 Photodynamic
 Anti-Gram-Positive Bacterial Activity of Pharmaceutical-Grade Rose Bengal (USPTO application number 18/089,011), and

 Halogenated
 Xanthene-Containing Topical Anti-Gram-Positive Bacterial Ophthalmic Composition and Method (18/089,134).

 International
Patents

 In
2023, the Company received a patent award for Mexico for "Method of Ex Vivo Enhancement of Immune Cell Activity for Cancer
Immunotherapy With A Small Molecule Ablative Compound," patent awards for Australia and Mexico for "Combination of Local
And Systemic Therapies for Enhanced Treatment of Dermatologic Conditions," and patent awards for Australia, China, Europe, Hong
Kong, and Mexico for "In Vitro And Xenograft Anti-Tumor Activity Of A Halogenated-Xanthene Against Refractory Pediatric Solid Tumors."

 Clinical
Development and Drug Discovery

 The
Company's small molecule HX medical science platform 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 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
 ("UM's") Bascom Palmer Eye Institute ("BPEI") in Miami, Florida,
 who are now collaborating with the Company to evaluate the potential use of our pharmaceutical-grade
 RBS.

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

 In
Vivo Proof-of-Concept Drug Discovery Programs

 Oncology:
 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, Alberta, Canada ("UCal").
 The Company believes that the UCal researchers have achieved monotherapy in vivo 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 in vivo POC of PO administration,
 that the Company has achieved monotherapy in vivo POC of PO administration in prophylactic and therapeutic settings, and that
 the Company has achieved monotherapy in vivo 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 in vivo 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 in vivo 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 ("UTMB") 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 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.

 In
Vitro Drug Discovery Programs

 Infectious
 Diseases: PO and intranasal ("IN") formulations have undergone 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 have undergone preclinical monotherapy study for the treatment
 of oral bacterial infections at UTHSC.

 Different
 formulations have undergone preclinical monotherapy study for the treatment of fungal infections at UTHSC.

 Tissue
 Regeneration and Repair: Different formulations have undergone preclinical monotherapy study for vertebrate development, wound
 healing, and tissue regrowth at the University of Nevada, Las Vegas ("UNLV") in Las Vegas, Nevada.

 2023
Activity

 In
April, preclinical research on the Company's pharmaceutical-grade rose bengal sodium drug substance against colistin-resistant
gram-negative bacteria was published in The Journal of Antibiotics, a medical periodical by Nature Portfolio for the Japan Antibiotics
Research Association: "Antibacterial effect of rose bengal against colistin-resistant gram-negative bacteria."

 In
June, the Company initiated a new sponsored research program with the University of Tennessee College of Veterinary Medicine to assess
the safety and preliminary efficacy of intralesional injection of a formulation of the Company's pharmaceutical-grade RBS for canine
soft tissue sarcomas.

 The
Company's stockholders approved the proposals of the Board of Directors ("Board") to seek the authority to undertake
a reverse stock split and an authorized share reduction.

 In
July, the USPTO published the Company's patent application entitled "Photodynamic Anti-Gram-Positive Bacterial Activity of
Pharmaceutical-Grade Rose Bengal" (publication no. 18/089,011).

 In
August, the USPTO published the Company's patent application entitled "Halogenated Xanthene-Containing Topical Anti-Gram-Positive
Bacterial Ophthalmic Composition and Method" (publication no. 18/089,134).

 In
November, preclinical data from ongoing research on the potential use of PV-10 as an adjuvant in vaccines to help them work better was
the subject of a poster presentation at the Society for Immunotherapy of Cancer (SITC) 2023 annual meeting, held in San Diego, CA from
November 1-5: "The iodinated fluorescein derivative PV-10 enhances the antiviral activity of CD8+ T-Cells by inducing STING dimerization:
Implications for enhanced vaccine applications."

 The
Company provided updated data from an ongoing Phase 1 clinical trial of PV-10 for the treatment of uveal melanoma (UM) metastatic to
the liver (mUM) (NCT00986661).

 The
Company also provided updated data from an ongoing Phase 1b/2 clinical trial of PV-10 in combination with standard of care immune checkpoint
blockade for the treatment of advanced cutaneous melanoma (NCT02557321).

 In
December, the USPTO allowed patent application 17/488,430, titled "Halogenated Xanthenes as Vaccine Adjuvants." The allowed
patent application covers the use of Provectus's pharmaceutical-grade rose bengal sodium (RBS) drug substance as an adjuvant in
anticancer, antiviral, and possibly other vaccines to potentially make them work better by enhancing T-cell response.

 Competition

 In
general, the pharmaceutical and biotechnology industries are competitive, characterized by steady and sometimes disruptive advances in
products and technology. A number of companies have developed and continue to develop products that address the areas we have targeted.
Some of these companies are pharmaceutical companies and biotechnology companies that are international in scope and very large in size,
while others are small companies that have been successful in one or more areas we are targeting. Existing or future pharmaceutical,
device, or other competitors may develop products that accomplish similar functions to our technologies in ways that may be less expensive,
receive faster regulatory approval, or receive greater market acceptance than our products. Many of our competitors have been in existence
longer than we have, have greater capital resources, broader internal structure for research, development, manufacturing, and marketing,
and may be further along in their respective product cycles.

 Supply
Chain

2023, we undertook extensive validation testing of our supply of prescription drug candidate PV-10.

 Federal
Regulation of Therapeutic Products

 All
the prescription drug candidates that we currently contemplate developing will require approval by the U.S. Food and Drug Administration
("FDA") prior to sales within the U.S. and by comparable international governmental healthcare regulatory agencies prior
to sale outside the U.S. The FDA and comparable international agencies impose substantial requirements on the manufacturing and marketing
of pharmaceutical products. These agencies and other entities regulate, among other things, research and development activities and the
testing, manufacturing, quality control, safety and effectiveness claims, labeling, storage, record keeping, approval, advertising, and
promotion of our prescription drug candidates. While we attempt to minimize and avoid significant regulatory bars when formulating our
products, some degree of regulation from these regulatory agencies is unavoidable.

 The
regulatory process required by the FDA, through which our prescription drug candidates must successfully pass before they may be marketed
in the U.S., generally involves pre-clinical laboratory and animal testing, submission of an application that must become effective before
clinical trials may begin, adequate and well-controlled human clinical trials to establish the safety and efficacy of the product for
its intended indication, and FDA approval to market a given product for a given indication after the appropriate application has been
filed. For pharmaceutical products, pre-clinical tests include laboratory evaluation of the product, its chemistry, formulation, and
stability, as well as in vitro and animal studies to assess the potential safety and efficacy of the product. We will require
sponsored work to be conducted in compliance with pertinent local and international regulatory requirements, including those providing
for Institutional Review Board approval, national governing agency approval, and patient informed consent, using protocols consistent
with ethical principles stated in the Declaration of Helsinki and other internationally recognized standards and delineated by The International
Conference on Harmonisation ("ICH") Good Clinical Practice standards.

 If
the FDA is satisfied with the results and data from pre-clinical tests, it will authorize human clinical trials. Human clinical trials
traditionally are conducted in three sequential phases which may overlap. Each of the three phases involves testing and study of specific
aspects of the effects of the investigational product on human subjects, including testing for safety, dosage tolerance, side effects,
absorption, metabolism, distribution, excretion, and clinical efficacy.

 Phase
1 clinical trials include the initial introduction of an investigational new drug into humans, or via a new route of administration or
new organ system if previously investigated in humans. These studies are closely monitored and may be conducted in patients but may also
be conducted in healthy volunteer subjects. These studies are designed to determine the metabolic and pharmacologic actions of the drug
in humans, the side effects associated with increasing doses, and, if possible, to gain early evidence on effectiveness. While the FDA
can cause us to end clinical trials at any phase due to safety concerns, Phase 1 clinical trials are primarily concerned with safety
issues. We also attempt to obtain sufficient information about the drug candidate's pharmacokinetics and pharmacological effects
during Phase 1 clinical trials to permit the design of scientifically valid, Phase 2 studies.

 Phase
1 studies also evaluate drug metabolism, structure-activity relationships, and the mechanism of action in humans. These studies also
determine which investigational drugs are used as research tools to explore biological phenomena or disease processes. The total number
of subjects included in Phase 1 studies varies with the drug but is generally in the range of 10 to 80.

 Phase
2 clinical trials include early controlled clinical studies conducted to obtain preliminary data on the effectiveness of the drug for
a particular indication or indications in patients with the disease or condition. This phase of testing also helps determine the common
short-term side effects and risks associated with the drug. Phase 2 studies are often randomized controlled studies that are closely
monitored and conducted in a relatively small number of patients, usually involving up to several hundred people.

 Phase
3 studies are expanded controlled and uncontrolled trials. They are performed after preliminary evidence suggesting effectiveness of
the drug has been obtained in Phase 2 and are intended to gather definitive information about effectiveness and safety that is needed
to evaluate the overall benefit-risk relationship of the drug. Phase 3 studies also provide an adequate basis for extrapolating the results
to the general population and transmitting that information in the physician labeling. Phase 3 studies usually include several hundred
to several thousand people.

 We
have established a core clinical development team and have been working with external and FDA-experienced consultants to assist us in
developing product-specific development and approval strategies, preparing the required submittals, guiding us through the regulatory
process, and providing input into the design and site selection of human clinical studies.

 The
testing and approval process requires substantial time, effort, and financial resources, and we may not obtain FDA approval on a timely
basis, if at all. Success in preclinical or early-stage clinical trials does not assure success in later-stage clinical trials. The FDA
or research institution conducting the trials may suspend clinical trials or may not permit trials to advance from one phase to another
at any time for various reasons, including a finding that the subjects or patients are being exposed to an unacceptable health risk.
Once issued, the FDA may withdraw a prescription drug approval if we do not comply with pertinent regulatory requirements and standards
or if problems are identified after the product reaches the market. If the FDA grants approval of a prescription drug candidate, the
approval may impose limitations, including limits on the indicated uses for which we may market a drug product. In addition, the FDA
may require additional testing and surveillance programs to monitor the safety and/or effectiveness of approved drug products that have
been commercialized, and the agency has the power to prevent or limit further marketing of a product based on the results of these post-marketing
programs. Further, later discovery of previously unknown problems with a drug product may result in restrictions on the product, including
withdrawal from the market.

 Marketing
our prescription drug candidates abroad will require similar regulatory approvals by equivalent national authorities and is subject to
similar risks. To expedite development, we may pursue some or all of our initial clinical testing and approval activities outside the
U.S., and in particular in those countries where our prescription drug candidates may have substantial medical and commercial relevance.
In some such cases, any resulting drug products may be brought to the U.S. after substantial offshore experience is gained. Accordingly,
we intend to pursue any such development in a manner consistent with U.S. and ICH standards so that the resultant development data is
maximally applicable for potential global approval.

 Additional
Regulation

 We
are subject to various federal, state, and local laws and regulations relating to the protection of the environment, human health, and
safety in the U.S. and in other jurisdictions in which we operate. If we violate these laws and regulations, we could be fined, criminally
charged, or otherwise sanctioned by regulators. Environmental laws and regulations are complex, change frequently and have become more
stringent over time. We believe that our operations currently comply in all material respects with applicable environmental laws and
regulations.

 Human
Capital Resources

 We
have four full-time employees who currently serve as CFO, CTO, senior scientist, and controller. We also engage independent contractors,
who currently serve as chief operations consultant, director of clinical operations, clinical research associates, and information technology manager.

 We
believe the Company's success depends on its ability to attract, develop, and retain key personnel. The skills, experience, and
industry knowledge of key members of our Board of Directors, employees, and contractors significantly benefit our operations and performance.
The Company's Board of Directors and management oversee various employee and contractor initiatives.

 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 Securities Exchange Act of 1934, as amended (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

 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 Linked In 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 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
 1A.

 RISK
 FACTORS.

 Our
business and its future performance may be affected by various factors, the most significant of which are discussed below.

 Risks
Related to Our Business

 We
are a clinical-stage drug company, have no prescription drug products approved for commercial sale, have incurred substantial losses,
and expect to incur substantial losses and negative operating cash flow for the foreseeable future.

 We
are a clinical-stage drug company that has no prescription drug products approved for commercial sale. We have never generated any substantial
revenues and may never achieve substantial revenues or profitability. As of December 31, 2023, we have incurred net losses of approximately
$253 million in the aggregate since inception in January 2002. We may never achieve or maintain profitability, even if we succeed in
developing and commercializing one or more of our prescription drug candidates. We also expect to continue to incur significant operating
expenditures and anticipate that our operating and capital expenses may increase substantially in the foreseeable future as we continue
to develop and seek regulatory approval for our prescription drug candidates, develop our prescription drug formulation candidates, implement
additional internal systems and infrastructure, and hire additional personnel.

 We
also expect to experience negative operating cash flow for the foreseeable future as we fund our operating losses and any future capital
expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be
able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively
impact the value of our common stock.

 We
need additional capital to conduct our operations and commercialize and/or further develop our prescription drug candidates and prescription
drug formulation candidates in 2024 and beyond, and our ability to obtain the necessary funding is uncertain.

 We
need additional capital in 2024 and beyond to continue developing and seeking to commercialize our drug product candidates. We intend
to continue with the development of our prescription drug candidates and prescription drug formulation candidates on the basis of historical,
ongoing, and prospective clinical and preclinical study results.

 We
have based our estimate of capital needs on assumptions that may prove to be wrong, and we cannot assure you that estimates and assumptions
will remain unchanged. On August 13, 2021, the Board approved a Financing Term Sheet (the "2021 Term Sheet"), which sets
forth the terms under which the Company will use its best efforts to arrange for financing of a maximum of $5,000,000 (the "2021
Financing"), which amounts will be obtained in several tranches and evidenced by convertible promissory notes (collectively, the
"2021 Notes"). As of December 31, 2023, the Company had received 2021 Notes proceeds of $1,460,000, of which $200,000 is
from a related party investor.

 On
September 20, 2022, the Board approved the closure of the 2021 Financing. Through December 31, 2023, 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), however
$1,260,000 of these notes were converted to Series D-1 Preferred Shares during the 4 th quarter 2022 and $875,000 of these
notes were converted to Series D-1 Preferred Shares during the year ended December 31, 2023. As of December 31, 2023, the
remaining 2021 Note balance was $200,000. See Note 5.

 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. Through December 31, 2023, the Company had received 2022 Notes proceeds of
$3,227,500, as defined below, of which $2,352,500 is from a related party investor (a Company director), however, $752,500 of these
notes were converted to Series D-1 Preferred Shares during the year ended December 31, 2023. As of December 31, 2023, the remaining
2022 Notes balance was $2,475,000. See Note 5.

 Such
additional financing may not be available on acceptable terms, or at all. As discussed in more detail below, additional equity financing
could result in significant dilution to stockholders. Further, in the event that additional funds are obtained through licensing or other
arrangements, these arrangements may require us to relinquish rights to some of our products, product candidates, and technologies that
we would otherwise seek to develop and commercialize ourselves. If sufficient capital is not available, we may be required to delay,
reduce the scope of, or eliminate one or more of our programs, any of which could have a material adverse effect on our business.

 There
is substantial doubt as to our ability to continue as a going concern.

 The
Company's cash balance was $1,026,799 at December 31, 2023, which includes $950,223 of restricted cash resulting from a grant received
from the State of Tennessee. The Company's working capital deficiency was $7,652,098 and $6,293,198 as of December 31, 2023 and
December 31, 2022, respectively. The Company continues to incur significant operating losses and management expects that significant
on-going operating expenditures will be necessary to successfully implement our business plan and develop and market our products. These
circumstances raise substantial doubt about our ability to continue as a going concern for a period of one year from the date that the
consolidated financial statements included elsewhere in this Annual Report on Form 10-K are issued. Implementation of our plans and our
ability to continue as a going concern will depend upon our ability to develop our prescription drug candidates and prescription drug
formulation candidates, and to raise additional capital.

 Management
believes that we may have access to capital resources through possible public or private equity offerings, including the 2022 Financing,
exchange offers, 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.

 Our
prescription drug product candidates are at early- to mid-stages of development and may never obtain U.S. or international regulatory
approvals required for us to commercialize our investigational drug product candidates.

 We
will need approval of the FDA to commercialize our prescription drug product candidates in the U.S. and approvals from FDA-equivalent
regulatory authorities in international jurisdictions to commercialize our investigational drug product candidates there.

 We
are continuing to pursue clinical development of our most advanced drug product candidates, PV-10 and PH-10, for use as treatments for
specific disease indications. The continued and further development of these drug product candidates will require significant additional
research, formulation and manufacturing development, and pre-clinical and extensive clinical testing prior to their regulatory approval
and commercialization. Pre-clinical and clinical studies of our drug product candidates may not demonstrate the safety and efficacy necessary
to obtain regulatory approvals. Pharmaceutical and biotechnology companies have suffered significant setbacks in advanced clinical trials,
even after experiencing promising results in earlier trials. Pharmaceutical products that appear to be promising at early stages of development
may not reach the market or be marketed successfully for a number of reasons, including a product may be found to be ineffective or have
harmful side effects during subsequent pre-clinical testing or clinical trials, a product may fail to receive necessary regulatory clearance,
a product may be too difficult to manufacture on a large scale, a product may be too expensive to manufacture or market, a product may
not achieve broad market acceptance, others may hold proprietary rights that will prevent a product from being marketed, and others may
market equivalent or superior products.

 Satisfaction
of the FDA's regulatory requirements typically takes many years, depends upon the type, complexity and novelty of the product candidate
and requires substantial resources for research, development, and testing. We cannot predict whether our research and clinical approaches
will result in drugs that the FDA considers safe for humans and effective for indicated uses. The FDA has substantial discretion in the
drug approval process and may require us to conduct additional nonclinical and clinical testing or to perform post-marketing studies.
The approval process may also be delayed by changes in government regulation, future legislation or administrative action or changes
in FDA policy that occur prior to or during our regulatory review. Delays in obtaining regulatory approvals may delay commercialization
of, and our ability to derive revenues from, our prescription drug candidates, impose costly procedures on us, and diminish any competitive
advantages that we may otherwise enjoy.

 Our
research and product development efforts may not be successfully completed and may not result in any successfully commercialized drug
products. Further, after commercial introduction of a new drug product, discovery of problems through adverse event reporting could result
in restrictions on the product, including withdrawal from the market and, in certain cases, civil or criminal penalties.

 Even
if we comply with all FDA requests, we cannot be sure that we will ever obtain regulatory clearance for any of our drug product candidates.
Failure to obtain FDA approval of any of our prescription drug candidates will severely undermine our business by reducing our number
of salable drug products and, therefore, corresponding revenues.

 In
international jurisdictions, we must receive approval from the appropriate regulatory authorities before we can commercialize our prescription
drug candidates. International regulatory approval processes generally include all of the risks associated with the FDA approval procedures
described above.

 Before
obtaining regulatory approval for the sale of our drug product candidates, including PV-10 and PH-10, we must conduct additional clinical
trials to demonstrate the safety and efficacy of our drug product candidates. Clinical testing is expensive, difficult to design and
implement, can take many years to complete and is uncertain as to timing and outcome. Competition in clinical development has made it
difficult to enroll patients at an acceptable rate in some of our clinical trials. Advances in medical technology could make our prescription
drug candidates obsolete prior to completion of clinical testing. A failure of one or more of our clinical trials may occur at any stage
of testing. The outcome of pre-clinical testing and early clinical trials may not be predictive of the success of later clinical trials,
and interim results of a clinical trial do not necessarily predict final results. Moreover, pre-clinical and clinical data are often
susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily
in pre-clinical studies and clinical trials have nonetheless failed to obtain marketing approval for their products. Product candidates
in later stages of clinical trials may fail to show the desired safety and efficacy characteristics despite having progressed satisfactorily
through pre-clinical studies and initial clinical testing. A number of companies in the pharmaceutical and biotechnology industries,
including those with greater resources and experience, have suffered significant setbacks in Phase 3 clinical development, even after
seeing promising results in earlier clinical trials.

 Our
research and development expenses may increase in connection with expanding clinical trials of our product candidates in existing indications
and undertaking clinical trials of our product candidates in new indications. Because successful development of our drug product candidates
is uncertain, we are unable to estimate the actual funds required to complete research and development and commercialize our products
under development.

 Negative
or inconclusive results of our future clinical trials of PV-10 and PH-10, or any other clinical trial we conduct, could cause the FDA
to require that we repeat or conduct additional clinical studies. Despite the results reported in earlier clinical trials for PV-10 and
PH-10, we do not know whether any clinical trials we may conduct will demonstrate adequate efficacy and safety to result in regulatory
approval to market our product candidates. If later stage clinical trials do not produce favorable results, our ability to obtain regulatory
approval for our product candidates may be adversely impacted.

 Delays
in clinical trials are common and have many causes, and any delay could result in increased costs to us and jeopardize or delay our ability
to obtain regulatory approval.

 Our
planned or ongoing clinical trials may not begin on time, have an effective design, enroll a sufficient number of subjects, or be completed
on schedule, if at all. Events which may result in delays or unsuccessful completion of clinical trials, including our future clinical
trials, include inability to raise funding, initiate or continue a trial, delays in obtaining regulatory approval to commence a trial,
delays in reaching agreement with the FDA or other regulatory authorities on final trial design, imposition of a clinical hold following
an inspection of our clinical trial operations or trial sites by the FDA or other regulatory authorities, delays in reaching agreement
on acceptable terms with prospective contract research organizations and clinical trial sites, delays in obtaining required institutional
review board approval at each site, delays in recruiting suitable patients to participate in a trial, delays in having subjects complete
participation in a trial or return for post-treatment follow-up, delays caused by subjects dropping out of a trial, delays caused by
clinical sites dropping out of a trial, time required to add new clinical sites or to obtain regulatory approval and open sites in geographic
regions beyond the sites initially planned, and delays by our contract manufacturers to produce and deliver sufficient supply of clinical
trial materials.

 In
addition, we may experience a number of unforeseen events during clinical trials for our prescription drug candidates, including PV-10
and PH-10, that could delay or prevent the commencement and/or completion of our clinical trials, including regulators or institutional
review boards may not authorize us or our investigators to commence a clinical trial or conduct a clinical trial at a prospective trial
site, the clinical study protocol may require one or more amendments delaying study completion, clinical trials of our product candidates
may produce negative or inconclusive results, and we may decide, or regulators may require us to conduct additional clinical trials or
abandon product development programs, the number of subjects required for clinical trials of our product candidates may be larger than
we anticipate, subjects may drop out of these clinical trials at a higher rate than we anticipate and enrollment in these clinical trials
may be significantly slower than we anticipated requiring us to expand the geographic scope of enrollment of patients, clinical investigators
or study subjects may fail to comply with clinical study protocols, trial conduct and data analysis errors may occur, including, but
not limited to, data entry and/or processing errors, our third-party contractors may fail to comply with regulatory requirements or meet
their contractual obligations to us in a timely manner, or at all, we might have to suspend or terminate clinical trials of our prescription
drug candidates for various reasons, including a finding that the subjects are being exposed to unacceptable health risks, regulators
or institutional review boards may require that we or our investigators suspend or terminate clinical research for various reasons, including
noncompliance with regulatory requirements, the cost of clinical trials of our prescription drug candidates may be greater than we anticipate,
the supply or quality of our clinical trial materials or other materials necessary to conduct clinical trials of our prescription drug
candidates may be insufficient or inadequate, and our prescription drug candidates may have undesirable side effects or other unexpected
characteristics, causing us or our investigators to suspend or terminate the trials.

 Moreover,
we or the FDA may suspend our clinical trials at any time if it appears we are exposing participants to unacceptable health risks or
if the FDA finds deficiencies in our submissions or the conduct of these trials. If initiation or completion of any of our clinical trials
for our product candidates, are delayed for any of the above reasons or other reasons, our development costs may increase, the approval
process could be delayed, any periods during which we may have the exclusive right to commercialize our prescription drug candidates
may be reduced and our competitors may bring drug products to market before us. Any of these events could impair our ability to generate
revenues from drug product sales and impair our ability to generate regulatory and commercialization milestones and royalties, all of
which could have a material adverse effect on our business.

 The
results of our clinical trials may not support acceptable label claims concerning our prescription drug candidates.

 Even
if our clinical trials are completed as planned, we cannot be certain that their results will support acceptable label claims concerning
our drug product candidates. Success in pre-clinical testing and early clinical trials does not ensure that later clinical trials will
be successful, and we cannot be sure that the results of later clinical trials will replicate the results of prior clinical trials and
pre-clinical testing. The clinical trial process may fail to demonstrate that our prescription drug candidates are safe for humans or
effective for indicated uses.

 This
failure could cause us to abandon a prescription drug candidate and may delay development of other prescription drug candidates. Any
delay in, or termination of, our clinical trials will delay our ability to commercialize our prescription drug candidates and generate
product revenues. In addition, we anticipate that our clinical trials will involve only a small patient population. Accordingly, the
results of such trials may not be indicative of future results over a larger patient population.

 Physicians
and patients may not accept and use our prescription drug candidates.

 Even
if the FDA approves our drug product candidates, physicians and patients may not accept and use them. Acceptance and use of our drug
products will depend upon a number of factors including perceptions by members of the healthcare community, including physicians, about
the safety and effectiveness of our drug products, availability of reimbursement for our drug products from government or other healthcare
payers, and effectiveness of marketing and distribution efforts by us and our licensees and distributors, if any.

 Because
we expect sales or licensure of our prescription drug candidates, if approved, to generate substantially all of our revenues if they
are approved, the failure of any of these drugs to find market acceptance would harm our business and could require us to seek additional
financing.

 We
have no sales, marketing, or distribution capabilities for our prescription drug candidates.

 We
currently have no sales, marketing, or distribution capabilities. Our future success depends, in part, on our ability to enter into and
maintain collaborative relationships, the collaborator's strategic interest in the prescription drug products under development
and such collaborator's ability to successfully market and sell any such drug products. There can be no assurance that we will
be able to establish or maintain relationships with third party collaborators or develop in-house sales and distribution capabilities.
To the extent that we depend on third parties for marketing and distribution, any revenues we receive will depend upon the efforts of
such third parties, and there can be no assurance that such efforts will be successful. In addition, there can also be no assurance that
we will be able to market and sell our prescription drug candidates in the U.S. or internationally.

 Competition
in the prescription pharmaceutical and biotechnology industries is intense.

 Other
pharmaceutical and biotechnology companies and research organizations currently engage in or have in the past engaged in research efforts
related to treatment of cancer and dermatological conditions, which may compete with our clinical trials for patients and investigator
resources, cause lower enrollment than anticipated, and could lead to the development of drug products or treatment therapies that could
compete directly with our drug product candidates that we are seeking to develop and market.

 Many
companies are also developing novel therapies to treat cancer and dermatological conditions and, in this regard, are our competitors.
Many of the pharmaceutical companies developing and marketing these competing products have greater financial resources and expertise
than we do in research and development, manufacturing, preclinical and clinical testing, obtaining regulatory approvals, and marketing.

 Smaller
companies may also prove to be competitors, particularly through collaborative arrangements with larger and more established companies
that may compete with our efforts to establish similar collaborative arrangements. Academic institutions, government agencies, and other
public and private research organizations may also conduct research, seek patent protection, and establish collaborative arrangements
for research, clinical development, and marketing of prescription drug candidates similar to ours. These companies and institutions compete
with us in recruiting and retaining qualified scientific and management personnel as well as in acquiring technologies complementary
to our drug development programs.

 In
addition to the above factors, we expect to face competition in product efficacy and safety, the timing and scope of regulatory consents,
availability of resources, reimbursement coverage, price, and patent position, including potentially dominant patent positions of others.

 Since
our prescription drug candidates PV-10 and PH-10 have not yet been approved by the FDA or introduced to the marketplace, we cannot estimate
what competition these prescription drug candidates might face when they are finally introduced, if at all. We cannot assure you that
these prescription drug candidates will not face significant competition for other approved drug products, investigational drug products,
and generic equivalents.

 If
we lose any of our key personnel, we may be unable to successfully execute our business plan.

 Our
business is presently managed by key Board members, employees, and independent contractors: (i) Ed Pershing, who is chairman of the
Board, (ii) Dominic Rodrigues, who is vice chairman of the Board and chief operations consultant, (iii) Eric Wachter, Ph. D., our Chief Technology Officer ("CTO"), who is an employee, and (iv) Heather Raines, CPA, our
CFO, who is an employee.

 In
order to successfully execute our business plan, our management and Board must succeed in all of the following critical areas: researching
diseases and possible therapies in the areas of oncology and dermatology, developing our prescription drugs candidates, marketing and
selling developed prescription drug candidates, obtaining additional capital to finance research and development production, and marketing
of our drug products, and managing our business as it grows.

 Disruption
resulting from management transition may have a detrimental impact on our ability to implement our strategy. The reduction in role and/or
loss of key employees, contractors, and/or Board members could have a material adverse effect on our operations, and limit or constrain
our ability to execute our business plan.

 Our
business and operations are subject to risks related to climate change.

 The
long-term effects of global climate change present risks to our business. Extreme weather or other conditions caused by climate change
could adversely impact our supply chain and the operation of our business. Such conditions could also result in physical damage to our
leased property, clinical trial materials, clinical sites, or the facilities of our contract manufacturers. These events could adversely
affect our operations and our financial performance.

 Our
business and operations are vulnerable to computer system failures, cyber-attacks, or deficiencies in our cyber-security, which could
increase our expenses, divert the attention of our management and key personnel away from our business operations and adversely affect
our results of operations.

 Despite
the implementation of security measures, our internal computer systems, and those of third parties on which we rely, are vulnerable to
damage from: computer viruses; malware; natural disasters; terrorism; war; telecommunication and electrical failures; cyber-attacks or
cyber-intrusions over the Internet; attachments to emails; persons inside our organization; or persons with access to systems inside
our organization. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer
hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted
attacks and intrusions from around the world have increased. If such an event were to occur and cause interruptions in our operations,
it could result in a material disruption of our product development programs. For example, the loss of clinical trial data from completed
or ongoing or planned clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs
to recover or reproduce the data. To the extent that any disruption or security breach was to result in a loss of or damage to our data
or applications, or inappropriate disclosure of confidential or proprietary information, we could incur material legal claims and liability,
and damage to our reputation, and the further development of our product candidates could be delayed. We could be forced to expend significant
resources in response to a cyber security breach, including repairing system damage, increasing cyber security protection costs by deploying
additional personnel and protection technologies, paying regulatory fines, and resolving legal claims and regulatory actions, all of which
would increase our expenses, divert the attention of our management and key personnel away from our business operations and adversely
affect our results of operations.

 Risks
Related to Our Intellectual Property ("IP")

 If
we are unable to secure or enforce patent rights, trademarks, trade secrets or other IP, our business could be harmed.

 We
may not be successful in securing or maintaining proprietary patent protection for our prescription drug candidates and technologies
we develop or license. In addition, our competitors may develop prescription drug candidates similar to ours using methods and technologies
that are beyond the scope of our IP protection, which could reduce our anticipated sales. While some of our drug product candidates have
proprietary patent protection, a challenge to these patents can subject us to expensive litigation. Litigation concerning patents, other
forms of IP, and proprietary technology is becoming more widespread and can be protracted and expensive and can distract management and
other personnel from performing product development duties.

 We
also rely upon trade secrets, unpatented proprietary knowledge and continuing technological innovation to develop a competitive position.
We cannot assure you that others will not independently develop substantially equivalent proprietary technology and techniques or otherwise
gain access to our trade secrets and technology, or that we can adequately protect our trade secrets and technology.

 If
we are unable to secure or enforce patent rights, trademarks, trade secrets, or other IP, our business, financial condition, results
of operations and cash flows could be materially adversely affected. If we infringe on the IP of others, our business could be harmed.

 We
could be sued for infringing patents and other IP that purportedly cover prescription drug candidates and/or methods of using such prescription
drug candidates held by persons other than us. Litigation arising from an alleged infringement could result in removal from the market,
or a substantial delay in, or prevention of, the introduction of our prescription drug candidates, any of which could have a material
adverse effect on our business, financial condition, results of operations, and cash flows.

 If
we do not update and enhance our technologies, they will become obsolete.

 The
pharmaceutical market is characterized by technological change, and our future success will depend on our ability to conduct successful
research in our fields of expertise, discover new technologies as a result of that research, develop products based on our technologies,
and commercialize those products. While we believe that our current technology is adequate for our present needs, if we fail to stay
at the forefront of technological development, we will be unable to compete effectively. Our competitors may use greater resources to
develop new pharmaceutical technologies and to commercialize products based on those technologies. Accordingly, our technologies may
be rendered obsolete by advances in existing technologies or the development of different technologies by one or more of our current
or future competitors.

 Risks
Related to Our Governing Documents and Securities

 Anti-takeover
provisions in our organizational documents and Delaware law may discourage or prevent a change of control, even if an acquisition would
be beneficial to our stockholders, which could affect our stock price adversely and prevent attempts by our stockholders to replace or
remove our current management.

 Our
certificate of incorporation, as amended, and bylaws contain provisions that could delay or prevent a change of control of our company
or changes in our board of directors that our stockholders might consider favorable. Among other things, these provisions will (i) permit
our Board to issue up to 25,000,000 shares of preferred stock which can be created and issued by the Board without prior stockholder
approval, with rights senior to those of the common stock, (ii) provide that all vacancies on our Board, including as a result of newly
created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in
office, even if less than a quorum, (iii) require that any action to be taken by our stockholders must be affected at a duly called annual
or special meeting of stockholders and not be taken by written consent, (iv) provide that stockholders seeking to present proposals before
a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice
in writing, and also specify requirements as to the form and content of a stockholder's notice, (v) not provide for cumulative
voting rights, and (vi) provide that special meetings of our stockholders may be called only by the Board or by such person or persons
requested by a majority of the Board to call such meetings.

 These
and other provisions in our certificate of incorporation, as amended, and bylaws and Delaware law could make it more difficult for stockholders
or potential acquirers to obtain control of our Board or initiate actions that are opposed by our then-current Board, including delaying
or impeding a merger, tender offer, or proxy contest involving our company. Any delay or prevention of a change of control transaction
or changes in our Board could cause the market price of our common stock to decline.

 Our
stock price is below $5.00 per share and is treated as a "penny stock," which places restrictions on broker-dealers recommending
the stock for purchase.

 Our
common stock is defined as "penny stock" under the Exchange Act and its rules. The SEC has adopted regulations that define
"penny stock" to include common stock that has a market price of less than $5.00 per share, subject to certain exceptions.
These rules include the following requirements: (i) broker-dealers must deliver, prior to the transaction, a disclosure schedule prepared
by the SEC relating to the penny stock market, (ii) broker-dealers must disclose the commissions payable to the broker-dealer and its
registered representative, (iii) broker-dealers must disclose current quotations for the securities, and (iv) a broker-dealer must furnish
its customers with monthly statements disclosing recent price information for all penny stocks held in the customer's account and
information on the limited market in penny stocks.

 Additional
sales practice requirements are imposed on broker-dealers who sell penny stocks to persons other than established customers and accredited
investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and must
have received the purchaser's written consent to the transaction prior to sale. If our common stock remains subject to these penny
stock rules these disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our
common stock. As a result, fewer broker-dealers may be willing to make a market in our stock, which could affect a shareholder's
ability to sell their shares.

 Future
sales by our stockholders may adversely affect our stock price and our ability to raise funds in new stock offerings.

 Sales
of our common stock in the public market following any prospective offering could lower the market price of our common stock. Sales may
also make it more difficult for us to sell equity securities or equity-related securities in the future at a time and price that our
management deems acceptable.

 It
is our general policy to retain any earnings for use in our operation.

 We
have never declared or paid cash dividends on our common stock. We currently intend to retain all of our future earnings, if any, for
use in our business and therefore do not anticipate paying any cash dividends on our common stock in the foreseeable future.

 In
the event of the liquidation, winding-up or dissolution of the Company or certain mergers, corporate reorganizations or sales of our
assets, holders of Series D and Series D-1 Preferred Stock will be entitled to a preference of a multiple of their investment amount,
which will reduce the proceeds to be received by holders of our common stock.

 In
connection with the 2022, 2021, 2020 and 2017 Financings, we have issued convertible notes that converted or are convertible into shares
of Series D and Series D-1 Preferred Stock. The Series D and Series D-1 Preferred Stock will have a first priority right to receive proceeds
from the liquidation, winding-up or dissolution of us or certain mergers, corporate reorganizations, or sales of our assets (each, a
"Company Event"). If a Company Event occurs within two (2) years of the date of issuance of the Series D and Series D-1 Preferred
Stock (the "Date of Issuance"), the holders of Series D and Series D-1 Preferred Stock will receive a preference of four
times (4x) their respective investment amount. If a Company Event occurs after the second (2nd) anniversary of the Date of Issuance,
the holders of the Series D and Series D-1 Preferred Stock will receive a preference of six times (6x) their respective investment amount.
As a result, upon the occurrence of a Company Event, the holders of Series D and Series D-1 Preferred Stock would have the right to receive
proceeds from any such transaction before our common stockholders. The payment of this preference could result in our common stockholders
not receiving any consideration in connection with a Company Event.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS.

 None.

 ITEM 1C.

 CYBERSECURITY.

 Provectus Biopharmaceuticals understands the importance of managing risks
from cybersecurity threats and maintains a comprehensive cybersecurity program developed with reference to the National Institute of Standards
and Technology ("NIST") cybersecurity framework. Our cybersecurity program includes administrative, organizational, technical,
and physical safeguards reasonably designed to protect the confidentiality, integrity, and availability of our data. We devote significant
resources to network, operations, and product security, data encryption, business continuity/disaster recovery, vulnerability management,
event monitoring and incident response, and other measures to protect our systems and data from unauthorized external access or internal
misuse.

 Our use of information systems
for accessing, transmitting, and storing data is a vital aspect of our business operations. Information systems can be vulnerable to a
range of cybersecurity threats that could potentially have a material impact on our business, results of operations, and financial condition.

 Cybersecurity is a key category
within our risk management efforts, and our cybersecurity risk management is intended to assist in assessing, identifying, and managing
material risks from cybersecurity threats to the Company's information systems. Our cybersecurity risk management and strategy are
based upon utilizing systems that are cloud-based which require multifactor authentication to access. Due to our small size, we partner
with a third-party service provider which utilizes multiple security operations centers. The security operations centers maintain, monitor,
mitigate, and alert on threats against the cloud systems that we utilize. If a risk is identified, the security operations center has
the ability to shut down access to any user in the Company.

 The Audit Committee of our Board
of Directors is responsible for oversight of the Company's cybersecurity risk management. Management's role is to assist the
Audit Committee in identifying and considering material cybersecurity risks, ensure implementation of management- and employee-level cybersecurity
practices and training, and provide the Audit Committee with unrestricted access to Company personnel and documents regarding any cybersecurity
attacks or vulnerabilities.

 We also require our employees
to participate in cybersecurity training and awareness programs. The Company's employees are expected to help safeguard the Company's
information systems and to assist in the discovery and reporting of cybersecurity incidents. These programs are intended to decrease cybersecurity
risks associated with human error and foster a culture of cybersecurity consciousness.

 To date, the risks from cybersecurity
threats, including because of any previous immaterial cybersecurity incidents, have not materially affected nor are reasonably likely
to materially affect our business strategy, results of operations, or financial condition. While our insurance covers certain cybersecurity-related
matters, the costs related to cybersecurity threats or disruptions may not be fully insured.

 ITEM
 2.

 PROPERTIES.

 On
June 18, 2022, the Company moved into 2,700 square feet of leased corporate office space in Knoxville, Tennessee through an operating
lease agreement for a term of three years ending June 30, 2025. The monthly base rent ranges from $4,053 to $4,278 over the term on the
lease.

 Item
 3.

 Legal
 Proceedings.

 The
information required by this item is incorporated by reference from Part II, Item 8. Financial Statements and Supplementary Data, Notes
to Consolidated Financial Statements, Note 16 – Commitments, contingencies, and litigation.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES.

 Not

 PART
II

 ITEM
 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market
Information and Holders

 Our
common stock trades on the OTCQB Marketplace under the symbol "PVCT".

 As
of March 27, 2024, we had 820 active stockholders of record of our common stock.

 Dividend
Policy

 We
have never declared or paid any cash dividends on our common stock. We currently plan to retain future earnings, if any, to finance the
growth and development of our business and do not anticipate paying any cash dividends in the foreseeable future. We may incur indebtedness
in the future which may prohibit or effectively restrict the payment of dividends, although we have no current plans to do so. Any future
determination to pay cash dividends will be at the discretion of our Board of Directors. The holders of our Series D and Series D-1 Preferred
Stock are entitled to receive dividends, if any, that are declared and paid to common stockholders.

 Recent
Issuances of Unregistered Securities

the year ended December 31, 2023, the Company issued 25,000 shares of common stock as incentive compensation with a value of $2,850.

 The
issuances of the securities were exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(a)(2)
and Rule 506 promulgated under Regulation D thereunder as transactions not involving a public offering.

 Securities
Authorized for Issuance under Equity Compensation Plans

 Information
about the securities authorized for issuance under our equity compensation plans will be set forth under the heading "Equity Compensation
Plan Information" in the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC
pursuant to Regulation 14A under the Exchange Act, incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K.

 ITEM
 6.

 [RESERVED].

 Not

 ITEM
 7.

 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 consolidated financial statements and notes thereto included in the Annual Report on Form 10-K. Historical
results and percentage relationships set forth in the statements of operations, including trends which might appear, are not necessarily
indicative of future operations.

 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 FDA, take an initial systemic
drug product candidate into an early-stage clinical 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 clinical 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 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 f r Arzneimittel und Medizinprodukte (BfArM), Australia's Therapeutic
Goods Administration (TGA) under a clinical trial notification, France's Agence Nationale de S curit du M dicament
et des Produits de Sant (ANSM), Italy's Agenzia Italiana del Farmaco (AIFA), Mexico's Comisi n Federal para
la Protecci n contra Riesgos Sanitarios (COFEPRIS), and Argentina's Administraci n Nacional de Medicamentos, Alimentos
y Tecnolog a M dica (ANMAT).

 RBS
Non-proprietary Name

 The
RBS name for the Company's pharmaceutical-grade API was selected by and passed the review of the 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 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 131 I 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

 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 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 assess rigorously
and methodically 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 ("Cof As"), 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 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.

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.

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.

and Administrative Expenses

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.

 Comparison
of the Years Ended December 31, 2023 and 2022

 Overview

 Refer to tables below for year over year comparison
of revenues and expenses.

 2023

 2022

 Increase/(Decrease)

 % Change

 Grant Revenue

 $
 557,710

 $
 989,042

 $
 (431,332
)

 -43.6
 %

 Operating Expenses:

 Research and development

 1,749,240

 2,389,360

 (640,120
)

 -26.8
 %

 General and administrative

 1,709,720

 2,027,628

 (317,908
)

 -15.7
 %

 Total Operating Expenses

 3,458,960

 4,416,988

 (958,028
)

 -21.7
 %

 Total Operating Loss

 (2,901,250
)

 (3,427,946
)

 526,696

 -15.4
 %

 Other Income/(Expense):

 Research and development tax credit

 15,696

 36,954

 (21,258
)

 -57.5
 %

 Interest expense, net

 (216,214
)

 (163,691
)

 (52,523
)

 -32.1
 %

 Total Other Expense, Net

 (200,518
)

 (126,737
)

 (73,781
)

 -58.2
 %

 Net Loss

 $
 (3,101,768
)

 $
 (3,554,683
)

 $
 452,915

 -12.7
 %

 Grant
Revenue

 For
the years ended December 31, 2023 and 2022, there was $557,710 and $989,042 respectively, of grant revenue recognized related to qualifying
expenses that were incurred and included within research and development on the consolidated statements of operations.

and Development

and development expenses were $1,749,240 for the year ended December 31, 2023, a decrease of $640,120 or 26.8% compared to
$2,389,360 for the year ended December 31, 2022. The decrease was due to lower clinical trial costs associated with full enrollment
of open trials, write-off of old accounts payable, and lower rent expense, partially offset by increased payroll taxes.

 The
following table summarizes our research and development expenses incurred during the years ended December 31, 2023 and 2022:

 2023

 2022

 Increase/(Decrease)

 % Change

 Operating Expenses:

 Research and development:

 Clinical trial and research expenses

 $
 1,193,529

 $

 1,833,037

 $
 (639,508
)

 -34.9
 %

 Depreciation/amortization

 7,059

 7,458

 (399
)

 -5.3
 %

 Insurance

 229,774

 230,947

 (1,173
)

 -0.5
 %

 Payroll and taxes

 284,616

 273,177

 11,439

 4.2
 %

 Rent and utilities

 34,262

 44,741

 (10,479
)

 -23.4
 %

 Total research and development

 $
 1,749,240

 $
 2,389,360

 $
 (640,120
)

 -26.8
 %

and Administrative

and administrative expenses were $1,709,720 for the year ended December 31, 2023, a decrease of $317,908 or 15.7% compared to
$2,027,628 for the year ended December 31, 2022. The decrease was due to (i) lower legal cost relating to patent application and
general business fees, (ii) lower rent expense, (iii) lower professional fees, (iv) write off of old accounts payable, and (v) more
favorable foreign currency translation cost, partially offset by (vi) higher other general and administrative costs.

 The
following table summarizes our general and administrative expenses incurred during the years ended December 31, 2023 and 2022:

 2023

 2022

 Increase/(Decrease)

 % Change

 Operating Expenses:

 General and administrative:

 Depreciation

 $
 1,862

 $
 3,437

 $
 (1,575
)

 -45.8
 %

 Directors fees

 385,000

 385,000

 -

 0.0
 %

 Insurance

 179,846

 182,897

 (3,051
)

 -1.7
 %

 Legal and litigation

 387,189

 521,632

 (134,443
)

 -25.8
 %

 Other general and administrative cost

 40,793

 12,288

 28,505

 232.0
 %

 Payroll and taxes

 250,685

 249,777

 0.4
 %

 Professional fees

 469,438

 649,834

 (180,396
)

 -27.8
 %

 Rent and utilities

 19,134

 23,196

 (4,062
)

 -17.5
 %

 Foreign currency translation

 (24,227
)

 (433
)

 (23,794
)

 -5495.2
 %

 Total general and administrative

 $
 1,709,720

 $
 2,027,628

 $
 (317,908
)

 -15.7
 %

 Other
Income/(Expense)

and development tax credits were $15,696 for the year ended December 31, 2023, a decrease of $21,258, compared to $36,954 for the year
ended December 31, 2022.

 Interest
expense increased by $52,523 from $163,691 for the year ended December 31, 2022 to $216,214 for the year ended December 31, 2023.
The increase was due to the issuance of new 2022 Notes, partially offset by the impact of the conversion of the 2021 and 2022 Notes
into shares of Series D-1 Preferred Stock.

 The
following table summarizes our Other Income/(Expenses) incurred during the years ended December 31, 2023 and 2022:

 2023

 2022

 Increase/(Decrease)

 % Change

 Other Income/(Expense):

 Research and development tax credit

 $
 15,696

 $
 36,954

 $
 (21,258
)

 -57.5
 %

 Interest expense, net

 (216,214
)

 (163,691
)

 (52,523
)

 -32.1
 %

 Total Other Income/(Expense), Net

 $
 (200,518
)

 $
 (126,737
)

 $
 (73,781
)

 -58.2
 %

 Liquidity
and Going Concern

 Our
cash, and restricted cash were $1,026,799 at December 31, 2023, which includes the $950,223 of restricted cash associated with the grant
received from the State of Tennessee. The consolidated financial statements and notes thereto included in this Annual Report on Form
10-K 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 $252,690,409 as of December 31, 2023. These conditions raise substantial doubt about our ability to continue
as a going concern for a period of at least one year from the date that the consolidated financial statements included elsewhere in this
Annual Report on Form 10-K 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.

 Management's
plans include selling our equity securities and obtaining other financing to fund our capital requirement and on-going operations, including
the 2022 Financing discussed above; however, there can be no assurance we will be successful in these efforts. Significant funds will
be needed to continue and complete our ongoing and planned clinical trials.

 Cash
requirements for our current liabilities include approximately $4,964,404 for accounts payable and accrued expenses (including lease
liabilities) and a $277,815 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 $2,675,000 plus accrued interest will mature one year from the date
of the notes. The 2022 Notes are only subject to repayment in the event of a change of control or event of default. Cash requirements for long-term
liabilities include $25,299 for operating lease liabilities. The Company intends to meet these cash requirements from its current
cash balance and from future financing.

 Access
to Capital

 Management
plans to access capital resources through possible public or private equity offerings, including the 2022 Financing, exchange offers,
debt financings, corporate collaborations, or other means. If we are unable to raise sufficient capital through the 2022 Financing or
otherwise, we will not be able to pay our obligations as they become due.

 The
primary business objective of management is to build the Company into a commercial-stage biotechnology company; however, we cannot assure
you that management will be successful in implementing the Company's business plan of developing, licensing, and/or commercializing
our prescription drug candidates. Moreover, even if we are successful in improving our current cash flow position, we nonetheless plan
to seek additional funds to meet our current and long-term requirements in 2024 and beyond. We anticipate that these funds will otherwise
come from the proceeds of private placement transactions, including the 2022 Financing, 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.

the years ended December 31, 2023 and 2022, our sources and uses of cash were as follows:

 Net
Cash Used in Operating Activities

 We
experienced negative cash flows from operating activities for the years ended December 31, 2023 and 2022 in the amounts of $2,571,978
and $3,041,472, respectively. The net cash used in operating activities for the year ended December 31, 2023 was primarily due to cash
used to fund a net loss of $3,101,768, adjusted for non-cash items in the aggregate amount of $56,869, plus $472,922 of cash generated
from changes in the levels of operating assets and liabilities. The net cash used in operating activities for the year ended December
31, 2022 was primarily due to cash used to fund a net loss of $3,554,683, adjusted for non-cash expenses in the aggregate amount of $66,803,
plus $446,408 of cash generated from changes in the levels of operating assets and liabilities.

 Net
Cash Provided by Financing Activities

 Net
cash provided by financing activities during the years ended December 31, 2023 and 2022 was $2,207,371 and $1,367,841, respectively.
During the year ended December 31, 2023, we received $2,475,000 of proceeds from the issuance of convertible notes payable and paid
$267,629 for the repayment of the short-term note payable. During the year ended December 31, 2022, we received $1,627,500 proceeds
from the issuance of convertible notes payable and paid $259,659 for the repayment of the short-term note payable.

 Critical
Accounting Estimates

 We
prepare our consolidated financial statements in accordance with U.S. GAAP, which require our management to make estimates that
affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as
well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences
between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates
on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations
for the future based on available information. We evaluate these estimates on an ongoing basis.

 We
consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were
highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from
period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact
on our financial condition or results of operations. There are items within our financial statements that require estimation but are
not deemed critical, as defined above.

 Critical
Accounting Policies

 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 – Summary of Significant Accounting Policies, in our financial statements included at the end of this
Annual Report. The following represent our most critical accounting policies:

 Stock-Based
Compensation

 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.

and Development

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.

 Income
Taxes

 The
Company accounts for income taxes under the liability method in accordance with Accounting Standards Codification ("ASC")
740 "Income Taxes". Under this method, deferred income tax assets and liabilities are determined based on differences between
financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse. A valuation allowance is established if it is more likely than not that all, or some portion,
of deferred income tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income
tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets
in the future, an adjustment to the deferred income tax asset would increase income in the period such determination was made.

 The
Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon an examination.
Any recognized income tax positions would be measured at the largest amount that is greater than 50% likely of being realized. Changes
in recognition or measurement would be reflected in the period in which the change in judgment occurs. The Company would recognize any
corresponding interest and penalties associated with its income tax positions in income tax expense.

 Convertible
Instruments

 The
Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative
financial instruments to be separately accounted for in accordance with ASC Topic 815: Derivatives and Hedging. The accounting
treatment of derivative financial instruments requires that the Company record qualifying embedded conversion options and any related
freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance
sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance
sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification
changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.
Embedded conversion options classified as derivative liabilities and any related equity classified freestanding instruments are recorded
as a discount to the host instrument.

Stock

 The
Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement
of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at
fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control)
are classified as temporary equity. At all other times, preferred shares are classified as stockholders' deficiency.

 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.

 Patent
Costs

 The
Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting
expenses related to making such applications) and such costs are included in general and administrative expenses in the accompanying
statements of operations and comprehensive loss.

 Recent
Accounting Pronouncements

 Recently
issued accounting standards are included in Note 3 – Significant Accounting Policies of our consolidated financial statements included
within this annual report.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Not

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA.

TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (Marcum LLP, PCAOB ID No. 688)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Changes In Stockholders' Deficit for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 – F-23

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and Board of Directors of

 Provectus
Biopharmaceuticals, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Provectus Biopharmaceuticals, Inc. (the "Company") as of December
31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, changes in stockholders' deficit, and
cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period
ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Explanatory
Paragraph – Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described
in Note 2, the Company has a working capital deficit, has incurred losses from operations, and needs to raise additional funds to meet
its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/
 Marcum LLP

 Marcum
 llp

 We
have served as the Company's auditor since 2016.

 Los
Angeles, CA

 March

 F- 1

BALANCE SHEETS

 2023

 2022

 Assets

 Current Assets:

 Cash

 $
 76,576

 $
 21,605

 Restricted cash

 950,223

 1,410,102

 Short-term receivables

 Prepaid expenses and other current assets

 337,522

 467,081

 Total Current Assets

 1,364,797

 1,899,182

 Equipment and furnishings, less accumulated depreciation of $ 110,994 and $ 102,073, respectively

 12,020

 20,941

 Operating lease right-of-use asset

 72,026

 117,123

 Total Assets

 $
 1,448,843

 $
 2,037,246

 Liabilities and Stockholders' Deficit

 Current Liabilities:

 Accounts payable

 $
 1,675,891

 $
 2,094,258

 Unearned grant revenue

 953,248

 1,510,958

 Other accrued expenses

 3,240,436

 2,404,012

 Accrued interest

 22,600

 30,844

 Accrued interest - related parties

 123,828

 40,992

 Notes payable

 277,815

 239,394

 Convertible notes payable

 625,000

 Convertible notes payable - related parties

 1,875,000

 1,202,500

 Operating lease liability, current portion

 48,077

 44,422

 Total Current Liabilities

 9,016,895

 8,192,380

 Operating lease liability, non-current portion

 25,299

 73,376

 Total Liabilities

 9,042,194

 8,265,756

 Commitments, contingencies, and litigations (Note 16)

 -

 -

 Stockholders' Deficit:

 P referred 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 December 31, 2023 and 2022; aggregate liquidation preference of $ 14,164,889
 at December 31, 2023 and 2022

 Series D-1 Convertible Preferred Stock; 11,241,000 shares designated; 10,361,097 and 9,746,626
shares issued and outstanding at December 31, 2023 and 2022, respectively; aggregate liquidation preference of $ 118,613,136 and $ 111,578,880
at December 31, 2023 and 2022, respectively

 10,361

 9,747

 Preferred stock, value

 10,361

 9,747

 Common stock; par value $ 0.001 per share; 1,000,000,000 shares authorized; 419,522,119 and 419,447,119
shares issued and outstanding at December 31, 2023 and 2022, respectively

 419,522

 419,497

 Additional paid-in capital

 244,714,967

 242,954,193

 Accumulated other comprehensive loss

 ( 60,165
)

 ( 35,679
)

 Accumulated deficit

 ( 252,690,409
)

 ( 249,588,641
)

 Total Stockholders' Deficit

 ( 7,593,351
)

 ( 6,228,510
)

 Total Liabilities and Stockholders' Deficit

 $
 1,448,843

 $
 2,037,246

 See

 F- 2

STATEMENTS OF OPERATIONS

 2023

 2022

 2023

 2022

 Grant Revenue

 $
 557,710

 $
 989,042

 Operating Expenses:

 Research and development

 1,749,240

 2,389,360

 General and administrative

 1,709,720

 2,027,628

 Total Operating Expenses

 3,458,960

 4,416,988

 Total Operating Loss

 ( 2,901,250
)

 ( 3,427,946
)

 Other Income/(Expense):

 Research and development tax credit

 15,696

 36,954

 Interest expense, net

 ( 216,214
)

 ( 163,691
)

 Total Other Expense, Net

 ( 200,518
)

 ( 126,737
)

 Net Loss

 $
)

 $
)

 Basic and Diluted Loss Per Common Share

 $
 ( 0.01
)

 $
 ( 0.01
)

 Weighted Average Number of Common Shares Outstanding - Basic and Diluted

 419,508,146

 419,470,338

 See

 F- 3

STATEMENTS OF COMPREHENSIVE LOSS

 2023

 2022

 2023

 2022

 Net Loss

 $
)

 $
)

 Other Comprehensive Loss:

 Foreign currency translation adjustments

 ( 24,486
)

 ( 1,212
)

 Total Comprehensive Loss

 $
 ( 3,126,254
)

 $
 ( 3,555,895
)

 See

 F- 4

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Capital

 Loss

 Deficit

 Total

 Accumulated

 Preferred Stock

 Preferred Stock

 Additional

 Other

 Series D

 Series D-1

 Common Stock

 Paid-In

 Comprehensive

 Accumulated

 Capital

 Loss

 Deficit

 Total

 Balance at January 1, 2022

 $

 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

 -

 -

 149,948

 -

 -

 150,000

 Stock-based compensation:

 Common stock

 -

 -

 -

 -

 50,000

 2,975

 -

 -

 3,025

 Conversion of 2021 Notes to Series D-1 Preferred Stock

 -

 -

 475,766

 -

 -

 1,361,164

 -

 -

 1,361,640

 Comprehensive loss:

 Net loss

 -

 -

 -

 -

 -

 -

 -

)

)

 Other comprehensive loss

 -

 -

 -

 -

 -

 -

 -

 ( 1,212
)

 -

 ( 1,212
)

 Balance at December 31, 2022

 9,746,626

 9,747

 419,497,119

 419,497

 242,954,193

 ( 35,679
)

 ( 249,588,641
)

 ( 6,228,510
)

 Balance

 9,746,626

 9,747

 419,497,119

 419,497

 242,954,193

 ( 35,679
)

 ( 249,588,641
)

 ( 6,228,510
)

 Stock-based compensation:

 Common stock

 -

 -

 -

 -

 25,000

 2,825

 -

 -

 2,850

 Conversion of 2021 Notes to Series D-1 Preferred Stock

 -

 -

 330,354

 -

 -

 945,135

 -

 -

 945,464

 Conversion of 2022 Notes to Series D-1 Preferred Stock

 -

 284,117

 -

 -

 812,814

 -

 -

 813,099

 Comprehensive loss:

 Net loss

 -

 -

 -

 -

 -

 -

 -

)

)

 Other comprehensive loss

 -

 -

 -

 -

 -

 -

 -

 ( 24,486
)

 -

 ( 24,486
)

 Balance at December 31, 2023

 $

 10,361,097

 $
 10,361

 419,522,119

 $
 419,522

 $
 244,714,967

 $
 ( 60,165
)

 $
 ( 252,690,409
)

 $
 ( 7,593,351
)

 Balance

 $

 10,361,097

 $
 10,361

 419,522,119

 $
 419,522

 $
 244,714,967

 $
 ( 60,165
)

 $
 ( 252,690,409
)

 $
 ( 7,593,351
)

 See

 F- 5

STATEMENTS OF CASH FLOWS

 2023

 2022

 2023

 2022

 Cash Flows From Operating Activities:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Stock-based compensation

 2,850

 3,025

 Non-cash lease expense

 45,097

 52,883

 Depreciation

 8,921

 10,895

 Changes in operating assets and liabilities

 Short term receivables

 ( 82
)

 4,481

 Prepaid expenses and other current assets

 451,425

 122,914

 Accounts payable

 ( 418,370
)

 807,073

 Unearned grant revenue

 ( 557,710
)

 ( 989,042
)

 Other accrued expenses

 836,426

 402,390

 Operating lease liability

 ( 44,422
)

 ( 58,262
)

 Accrued interest

 205,655

 156,854

 Net Cash Used In Operating Activities

 ( 2,571,978
)

 ( 3,041,472
)

 Cash Flows From Financing Activities:

 Proceeds from issuance of convertible notes payable

 625,000

 Proceeds from issuance of convertible notes payable - related parties

 1,675,000

 1,002,500

 Repayment of short-term note payable

 ( 283,445
)

 ( 259,659
)

 Net Cash Provided By Financing Activities

 2,191,555

 1,367,841

 Effect of exchange rates on cash and restricted cash

 ( 24,485
)

 ( 1,604
)

 Net Decrease In Cash and Restricted Cash

 ( 404,908
)

 ( 1,675,235
)

 Cash and Restricted Cash, Beginning of Period

 1,431,707

 3,106,942

 Cash and Restricted Cash, End of Period

 $
 1,026,799

 $
 1,431,707

 Cash and restricted cash consisted of the following:

 Cash

 $
 76,576

 $
 21,605

 Restricted cash

 950,223

 1,410,102

 Cash
 and Restricted Cash, End of Period

 $
 1,026,799

 $
 1,431,707

 Supplemental Disclosures of Cash Flow Information:

 Cash paid during the year for:

 Interest

 $
 -

 $
 -

 Income taxes

 $
 -

 $
 -

 Non-cash investing and financing activities:

 Deposit applied to equity issuances

 $
 -

 $
 ( 150,000
)

 Right-of-use assets obtained in exchange for operating lease liabilities

 $
 -

 $
 130,443

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

 $
 945,467

 $
 1,361,640

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

 $
 813,098

 $
 -

 Purchase of insurance policies financed by short-term note payable

 $
 ( 306,050
)

 $
 ( 203,175
)

 See

 F- 6

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 1.
 Business Organization and Nature of Operations

 Provectus
Biopharmaceuticals, Inc., a Delaware corporation (together with its subsidiary Provectus Biopharmaceuticals Australia Pty Ltd,
"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-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.

 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. Second, 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 make pharmaceutical-grade RBS successfully, reproducibly, and consistently
at a purity of nearly 100%.

 The
Company's small molecule HX medical science platform comprises several different drug product candidates and preclinical pharmaceutical-grade
RBS formulations using different concentrations 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;
 in vivo proof-of-concept programs in oncology, hematology, wound healing, and animal health; and in vitro drug discovery
programs in infectious diseases and tissue regeneration and repair.

 Risks
and Uncertainties

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

 2.
 Liquidity and Going Concern

 The
Company's cash and restricted cash were $ 1,026,799
at December 31, 2023 which includes $ 950,223
of restricted cash resulting from a grant received from the State of Tennessee. The Company's working capital deficiency was
$ 7,652,098 and $ 6,293,198
as of December 31, 2023 and 2022, respectively. The decline in working capital is primarily driven by lower cash on hand and higher
convertible notes outstanding. 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 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 (as defined
in 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 and debt 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.

 F- 7

 Under ASC Subtopic 205-40, Presentation of Financial
Statements—Going Concern ("ASC 205-40"), the Company has the responsibility to evaluate whether conditions and/or events
raise substantial doubt about its ability to meet future financial obligations as they become due within one year after the date that
these financial statements are issued. The accompanying consolidated financial statements have been prepared on the basis that we will
continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business.
However, since the Company's inception we have had a history of recurring net losses from operations, recurring use of cash in operating
activities and declining working capital.

 The accompanying financial statements have been prepared
in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"), which contemplate
continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business.
The financial statements do not include any adjustment that might become necessary should the Company be unable to continue as a going
concern.

 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 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.

 These factors raise substantial doubt about our ability to continue as a going concern. The
consolidated financial statements do not include any adjustments relating to the recoverability and classification of liabilities that
may be necessary should we be unable to continue as a going concern.

 Our consolidated financial statements included elsewhere in this Annual Report on Form 10-K have been prepared in
conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"), which contemplate
our continuation as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The
carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent
realizable or settlement values.

 3.
 Significant Accounting Policies

 Principles
of Consolidation

 Intercompany
balances and transactions have been eliminated in consolidation.

 Use
of Estimates

 The
preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP")
requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. The Company's significant estimates and assumptions include the recoverability and useful lives of long-lived
assets, stock-based compensation, accrued liabilities and the valuation allowance related to the Company's 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 payments to vendors for expenses and deposits
in the amount of $ 1,549,777. See Note 14, Grants.

 Cash
Concentrations

 Cash
and restricted cash are maintained at financial institutions and, at times, balances may exceed federally insured limits of $ 250,000,
although the Company seeks to minimize this through treasury management. The Company has never experienced any losses related to these
balances although no assurance can be provided that it will not experience any losses in the future. As of December 31, 2023 and 2022,
the Company had cash and restricted cash balances in excess of FDIC insurance limits of $ 776,799 and $ 1,181,707, respectively.

 Equipment
and Furnishings, net

 Equipment
and furnishings are stated at cost less accumulated depreciation. Depreciation of equipment is provided for using the straight-line method
over the estimated useful lives of the assets. Computers and office equipment are being depreciated over five years; furniture and fixtures
are being depreciated over ten years. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b)
the remaining lease term. Maintenance and repairs are charged to operations as incurred. The Company capitalizes cost attributable to
the betterment of property and equipment when such betterment extends the useful life of the assets.

 Long-Lived
Assets

 The
Company reviews the carrying values of its long-lived assets for possible impairment whenever an event or change in circumstances indicates
that the carrying amount of the assets may not be recoverable. Any long-lived assets held for disposal are reported at the lower of their
carrying amounts or fair value less cost to sell. Management has determined there to be no impairment during the years ended December
31, 2023 and 2022.

 F- 8

 Short-term
Receivables

 Management
estimates expected credit losses immediately based on existing economic conditions in addition to current and future economic conditions
and events. Receivables are considered past due if full payment is not received by the contractual date. Past due amounts are generally
written off against the reserve for uncollectibility only after all collection attempts have been exhausted. As of December 31,
2023 and 2022, there was no allowance for uncollectible amounts.

 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.

and Development

and development costs are charged to expense when incurred. An allocation of payroll expenses to research and development is made based
on a percentage estimate of time spent. The research and development costs include the following: payroll, consulting and contract labor,
lab supplies and pharmaceutical preparations, insurance, rent and utilities, and depreciation and amortization.

 Patent
Costs

 The
Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting
expenses related to making such applications) and such costs are included in general and administrative expenses in the accompanying
statements of operations and comprehensive loss.

 Leases

 The Company leases properties under operating
leases. For leases in effect upon adoption of Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)"
at January 1, 2020 and for any leases commencing thereafter, the Company recognizes a liability to make lease payments, the "lease
liability", and an asset representing the right to use the underlying asset during the lease term, the "right-of-use asset".
The lease liability is measured at the present value of the remaining lease payments, discounted at the Company's incremental borrowing
rate. The right-of-use asset is measured at the amount of the lease liability adjusted for the remaining balance of any lease incentives
received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, any unamortized initial direct
costs, and any impairment of the right-of-use-asset. Operating lease expense consists of a single lease cost calculated so that the remaining
cost of the lease is allocated over the remaining lease term on a straight-line basis, variable lease payments not included in the lease
liability, and any impairment of the right-of-use asset.

 Income
Taxes

 The
Company accounts for income taxes under the liability method in accordance with Accounting Standards Codification ("ASC")
740 "Income Taxes". Under this method, deferred income tax assets and liabilities are determined based on differences between
financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse. A valuation allowance is established if it is more likely than not that all, or some portion,
of deferred income tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income
tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets
in the future, an adjustment to the deferred income tax asset would increase income in the period such determination was made.

 The
Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon an examination.
Any recognized income tax positions would be measured at the largest amount that is greater than 50% likely of being realized. Changes
in recognition or measurement would be reflected in the period in which the change in judgment occurs. The Company would recognize any
corresponding interest and penalties associated with its income tax positions in income tax expense. There were no income taxes, interest
or penalties incurred in 2023 or 2022.

 Convertible
Instruments

 The
Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative
financial instruments to be separately accounted for in accordance with ASC Topic 815: Derivatives and Hedging. The accounting
treatment of derivative financial instruments requires that the Company record qualifying embedded conversion options and any related
freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance
sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance
sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification
changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.
Embedded conversion options classified as derivative liabilities and any related equity classified freestanding instruments are recorded
as a discount to the host instrument.

 F- 9

Stock

 The
Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement
of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at
fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control)
are classified as temporary equity. At all other times, preferred shares are classified as stockholders' deficit.

 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

 2023

 2022

 2023

 2022

 Warrants

 412,500

 475,000

 Options

 3,225,000

 3,425,000

 Convertible preferred stock

 115,984,217

 109,839,507

 2021 unsecured convertible notes

 831,742

 3,973,871

 2022 unsecured convertible notes

 9,858,239

 2,662,523

 Total potentially dilutive shares

 130,311,698

 120,375,901

 Fair
Value of Financial Instruments

 The
Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 "Fair Value Measurements and
Disclosures" ("ASC 820") which defines fair value, establishes a framework for measuring fair value, and expands disclosures
about fair value measurements. The Company determines the estimated fair value of amounts presented in these consolidated financial statements
using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data
to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts
that could be realized in a current exchange between buyer and seller. The use of different market assumptions and/or estimation methodologies
may have a material effect on the estimated fair value amounts. These fair value estimates were based upon pertinent information available
as of December 31, 2023 and 2022. The carrying amounts of the Company's financial assets and liabilities, such as cash and cash
equivalents, restricted cash, receivables, other current assets, accounts payable, unearned grant income, and accrued expenses approximate
fair value due to the short-term nature of these instruments.

 The
carrying amounts of our credit obligations approximate fair value because the effective yields on these obligations, which include contractual
interest rates are comparable to rates of returns for instruments of similar credit risk.

 ASC
820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement
date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 Level

 Inputs
 use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

 Level

 Inputs
 use directly or indirectly observable inputs. These inputs include quoted prices for similar assets and liabilities in active markets
 as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

 Level

 Inputs
 are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the
 related asset or liability.

 F- 10

 In
instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements
in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company's assessment
of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset
or liability.

 Both
observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category.
As a result, the unrealized gains and losses for assets within the Level 3 category may include changes in fair value that were attributable
to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs. Financial
assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar
techniques and at least one significant model assumption or input is unobservable.

 Foreign
Currency Translation

 The
Company's reporting currency is the United States Dollar. The functional currencies of the Company's operating subsidiaries
are their local currencies (United States Dollar and Australian Dollar). Australian Dollar denominated assets and liabilities of $ 13,916
and $ 389,540 at December 31, 2023 and $ 17,373 and $ 383,447 at December 31, 2022, respectively) are translated into the United States
Dollar at the balance sheet date, and net expense accounts of $ 9,763 and $ 4,503 for the years ended December 31, 2023 and 2022, respectively)
are translated at a weighted average exchange rate for the years then ended. Equity is translated at historical rates and the resulting
foreign currency translation adjustments are included as a component of accumulated other comprehensive loss ("AOCL"), which
is a separate component of stockholders' deficit. Therefore, the U.S. dollar value of the non-equity translated items in the Company's
consolidated financial statements will fluctuate from period to period, depending on the changing value of the U.S. dollar versus these
currencies.

 The
Company engages in foreign currency denominated transactions with its Australian subsidiary. At the date that the transaction is recognized,
each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in the functional currency
of the recording entity using the exchange rate in effect at that date. At each balance sheet date, recorded monetary balances denominated
in a currency other than the functional currency are adjusted using the exchange rate at the balance sheet date, with gains or losses
recorded in other income or other expense.

 Stock-Based
Compensation

 The
Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The
fair value of the award is measured on the grant date and then is recognized over the period during which services are required to be
provided in exchange for the award, usually the vesting period. The Company computes the fair value of equity-classified warrants and
options granted using the Black-Scholes option pricing model. Option valuation models require the input of highly subjective assumptions
including the expected volatility factor of the market price of the Company's common stock which is determined by reviewing its
historical public market closing prices.

 F- 11

 Recently Issued Accounting Pronouncements

 In November 2023, the FASB issued
ASU 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." These amendments require a public
entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods
all disclosures about a reportable segment's profit or loss and assets that are currently required annually. Public entities with a single
reporting segment are required to provide both the new disclosures and all of the existing disclosures required under ASC 280. The guidance
is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,
2024, with early adoption permitted. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU
to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating any
new disclosures that may be required upon adoption of ASU 2023-07.

 In December 2023, the FASB issued
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update address investor requests
for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation
and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures.
The amendments in ASU 2023-09 are effective for the Company on December 15, 2024, with early adoption permitted. Since this new ASU addresses
only disclosures, the Company does not expect the adoption to have any material effects on its financial condition, results of operation
or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-09.

 Recently
Adopted Accounting Pronouncements

 In
August 2020, FASB issued Accounting Standards Update ("ASU") No. 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 " ("ASU 2020-06"). Under
ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with
conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial
premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability
measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance
also requires the if-converted method to be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years
beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. Adoption of
the standard requires using either a modified retrospective or a full retrospective approach. The Company adopted ASU 2020-06 on
January 1, 2023, using the modified retrospective approach and it did not have a material impact on its consolidated financial
statements and disclosures.

 4.
 Other Accrued Expenses

 The
following table summarizes the other accrued expenses at December 31, 2023 and 2022:

 Schedule of Other Accrued Expenses

 2023

 2022

December
 31,

 2023

 2022

 Accrued payroll and taxes

 $
 719,460

 $
 314,160

 Accrued vacation

 92,985

 69,077

 Accrued directors' fees

 2,330,589

 1,945,589

 Accrued other expenses

 97,402

 75,186

 Total Other Accrued Expenses

 $
 3,240,436

 $
 2,404,012

 5.
 Convertible Notes Payable

 The
following summarizes convertible note activity during the years ended December 31, 2023 and 2022:

 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

 $

 $
 1,460,000

 Issuance

 325,000

 875,000

 Conversion

 ( 1,260,000
)

 -

 ( 1,260,000
)

 Balance as of December 31, 2022

 525,000

 1,075,000

 Convertible notes payable, beginning balance

 525,000

 1,075,000

 Conversion

 ( 550,000
)

 ( 325,000
)

 ( 875,000
)

 Balance as of December 31, 2023

 $
 -

 $

 $

 Convertible notes payable, ending balance

 $
 -

 $

 $

 F- 12

 2022
Financing

 Non-Related Party

 Related Party

 Face Amount

 Face Amount

 Total

 Balance as of January 1, 2022

 $
 -

 $
 -

 $
 -

 Issuance

 75,000

 677,500

 752,500

 Balance as of December 31, 2022

 75,000

 677,500

 752,500

 Convertible notes payable, beginning balance

 75,000

 677,500

 752,500

 Issuance

 1,675,000

 2,475,000

 Conversion

 ( 75,000
)

 ( 677,500
)

 ( 752,500
)

 Balance as of December 31, 2023

 $

 $
 1,675,000

 $
 2,475,000

 Convertible notes payable, ending balance

 $

 $
 1,675,000

 $
 2,475,000

 2021
Financing

 On
August 13, 2021, the Board approved a Financing Term Sheet (the "2021 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 "2021 Financing"), which amounts
will be obtained in several tranches.

 Pursuant
to the 2021 Term Sheet, the 2021 Notes will either be paid back, convert into shares of the Company's Series D-1 Preferred Stock,
or convert into Company equity securities and/or debt instruments of certain future financings on or before twelve months after the issue
date of a 2021 Note, subject to certain exceptions.

 The
2021 Financing is in the form of unsecured convertible loans from the investors and evidenced by convertible promissory notes (individually,
a "2021 Note" and collectively, the "2021 Notes"). In addition to customary provisions, the 2021 Notes will contain
the following provisions:

 (i)

 The
 2021 Notes 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 2021 Notes will be accelerated and all amounts due under the
 2021 Notes may be immediately due and payable at the investors' option;

 (iii)

 The
 outstanding principal amount and interest payment under the 2021 Notes may be paid back at maturity at the investors' option;

 (iv)

 The
 outstanding principal amount and interest payable under the 2021 Notes are convertible at the investors' option into shares
 of Series D-1 Preferred Stock at a price per share equal to $ 2.862. The Series D-1 Preferred Stock is convertible into ten ( 10) shares
 of common stock; and

 (v)

 In
 the event the Company conducts a qualified equity or debt financing and the Company receives gross proceeds in the aggregate amount
 of $ 20 million, the 2021 Notes may be converted into the equity securities and/or debt instruments of such financing at the same
 terms as those investors.

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

 On
September 20, 2022, the Board approved the closure of the 2021 Financing. Through December 31, 2023, the Company received aggregate proceeds
of $ 2,335,000,
of which $ 525,000
 is from related party investors (an officer and
director of the Company), in connection with the 2021 Notes. For the years ended December 31, 2023 and 2022, the Company recorded interest
expense of $ 46,189
 and $ 147,340,
respectively, related to the 2021 Notes.

 2022
Financing

 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. Through December 31, 2023, the Company received proceeds of $ 3,227,500,
of which $ 2,352,500
 was from a related party investor (a Company
director) in connection with the 2022 Notes. For the years ended December 31, 2023 and 2022, the Company recorded interest expense of
$ 159,466 and $ 9,514, respectively, related to the 2022 Notes.

 F- 13

 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 the form of unsecured convertible loans from the investors (the "2022 Note 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 Notes will bear interest at the rate of eight percent ( 8 %) per annum on the outstanding principal amount of the Loan that has
 been funded to the Company;

 (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 Note Investors' option;

 (iii)

 The
 outstanding principal amount and interest payable under the 2022 Notes may be convertible at the 2022 Note Investors' option
 into shares of Series D-1 Preferred Stock at a price per share equal to $ 2.862. The Series D-1 Preferred Stock is convertible into
 ten ( 10) shares of common stock; and

 (iv)

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

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

 2022
Conversions of 2021 Notes into Preferred Stock

 The
following summarizes the conversion activity during the year ended December 31, 2022:

 Schedule of Conversion of Notes into Preferred Stock

 Series D-1

 Stock

 Principal converted

 $
 1,260,000

 Accrued interest converted

 101,640

 Total converted

 $
 1,361,640

 Conversion price

 $
 2.862

 Total shares

 475,766

the year ended December 31, 2022, principal and interest in the aggregate amount of $ 1,361,640, representing two 2021 Notes were converted
into 475,766 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 Shares. See Note 9, Stockholders' Deficit for additional information
on the Series D-1 Preferred Stock.

 2023
Conversions of 2021 Notes into Preferred Stock

 The
following summarizes the conversion activity during the year ended December 31, 2023:

 Series D-1

 Stock

 Principal converted

 $
 875,000

 Accrued interest converted

 70,464

 Total converted

 $
 945,464

 Conversion price

 $
 2.862

 Total shares

 330,354

the year ended December 31, 2023, principal and interest in the aggregate amount of $ 945,464,
owed in connection with the 2021 Notes were converted into 330,354
shares of Series D-1 Preferred Stock at the Conversion Price of $ 2.862
per share. Any fractional shares issuable pursuant to the formula were rounded up to the next whole share of Series D-1 Preferred Shares. See
Note 9, Stockholders' Deficit for additional information on the Series D-1 Preferred Stock.

 2023
Conversions of 2022 Notes into Preferred Stock

 The
following summarizes the conversion activity during the year ended December 31, 2023:

 Series D-1

 Stock

 Principal converted

 $
 752,500

 Accrued interest converted

 60,598

 Total converted

 $
 813,098

 Conversion price

 $
 2.862

 Total shares

 284,117

 the year ended December 31, 2023, principal and interest in the aggregate amount of $ 813,098,
 owed in connection with the 2022 Notes were converted into 284,117
 shares of Series D-1 Preferred Stock at the Conversion Price of $ 2.862
 per share. Any fractional shares issuable pursuant to the formula were rounded up to the next whole share of Series D-1 Preferred Shares. See
 Note 9, Stockholders' Deficit for additional information on the Series D-1 Preferred Stock.

 6.
 Notes Payable

 The
Company obtained short-term financing from AFCO Insurance Premium Finance for our commercial insurance policies. As of December 31, 2023
and December 31, 2022, the balance of the note payable was $ 277,815
 and $ 239,394,
respectively. For the years ended December 31, 2023 and 2022, the Company recorded interest expense of $ 5,650 and $ 3,409, respectively,
related to the notes payable.

 F- 14

 7.
 Related Party Transactions

the years ended December 31, 2023 and 2022, the Company accrued Capital Strategists consulting fees of $ 254,400 and
$ 254,400,
respectively, for services rendered. The total amount owed to Capital Strategists as of December 31, 2023 and 2022 were
$ 445,200
and $ 212,000,
respectively. Bruce Horowitz, the Managing Director of Capital Strategists, previously served as both the Chief Operating Officer and a director
of the Company until March 25, 2024.

 Director fees for Mr. Horowitz for the years ending December 31, 2023 and 2022 were $ 75,000
and $ 75,000, respectively. Accrued director fees for Mr. Horowitz as of December 31, 2023 and 2022 were $ 431,250 and $ 356,250, respectively.

 See
Note 5 for details of other related party transactions.

 Director
fees during the years ended December 31, 2023 and 2022 were $ 385,000 and $ 385,000, respectively. Accrued directors' fees as of
December 31, 2023 and 2022 were $ 2,330,589 and $ 1,945,589, respectively.

 8.
 Short-term Receivables

 Receivables
at December 31, 2023 and 2022, include the Australian VAT tax credit and approximately $ 2,100,000
that is owed from Peter Culpepper, the former Interim Chief Executive Officer of the Company. The Company has established a reserve
of approximately $ 2,100,000
as of December 31, 2023 and 2022, which represents the amount Culpepper owes to the Company in connection with a derivative lawsuit
settlement (excluding the amount of attorneys' fees incurred in enforcing the terms of the derivative lawsuit
settlement).

 9.
 Stockholders' Deficit

 Authorized
Capital

 As
of December 31, 2023, the Company was authorized to issue 1,000,000,000
 shares of common stock, $ 0.001
 par value, and 25,000,000
 shares of preferred stock, $ 0.001
 par value. The holders of the Company's
common stock are entitled to one vote per share. The preferred stock is designated as follows: 12,374,000 shares to Series D Convertible Preferred Stock (the "Series
D Preferred Stock"), and 11,241,000 shares of Series D-1 Convertible Preferred Stock (the "Series D-1 Preferred Stock")
and 1,385,000 shares undesignated.

 Series
D and Series D-1 Preferred Stock

 The preferred stock is designated as
follows: 12,374,000
 shares are designated as Series D Convertible Preferred Stock (the "Series D Preferred Stock"), 11,241,000
 shares are designated as Series D-1 Convertible Preferred Stock (the "Series D-1 Preferred Stock").

 The
rights, preferences and privileges of the Series D Preferred Stock and Series D-1 Preferred Stock (collectively, the "D-Series
Preferred Stock") are set forth in their respective Certificates of Designation.

 F- 15

 Rank

 The
Series D Preferred Stock and the Series D-1 Preferred Stock rank pari passu with each other. The D-Series Preferred Stock rank
senior to the Common Stock and any other class or series of the Company's capital stock, the terms of which do not provide that
shares of such class rank senior to, or pari passu with, the D-Series Preferred as to dividends and distributions upon a change
of control transaction, or the liquidation, winding-up and dissolution of the Company.

 Dividends

 The
D-Series Preferred Stock does not have any dividend preference but are entitled to receive, on a pari passu basis, dividends,
if any, that are declared and paid on the common stock and any other class of the Company's capital stock that ranks junior or
on par to the D-Series Preferred Stock.

 Liquidation
Preference

 Upon
the occurrence of the liquidation, winding-up or dissolution of the Company or certain mergers, corporate reorganizations, or sales of
the Company's assets (each, a "Company Event"), holders of D-Series Preferred Stock will be entitled to receive a liquidation
preference before any distributions are made to holders of any other class or series of the Company's capital stock junior to the
D-Series Preferred Stock. If a Company Event occurs within two years of June 20, 2021 (the "Date of Issuance"), the holders
of D-Series Preferred Stock will receive, for each share of D-Series Preferred Stock, an amount in cash equal to the Original Issue Price
(as defined in the respective Certificates of Designation) multiplied by four. If a Company Event occurs from and after the second anniversary
of the Date of Issuance, the holders of D-Series Preferred Stock will receive, for each share of D-Series Preferred Stock, an amount
in cash equal to the Original Issue Price multiplied by six. The Original Issue Price for the Series D Preferred Stock is $ 0.2862, and
the Original Issue Price for the Series D-1 Preferred Stock is $ 2.862.

 Voting
Rights

 Holders
of shares of D-Series Preferred Stock will vote together with the holders of common stock as a single class. Each share of Series D Preferred
Stock carries the right to one vote per share. Each share of Series D-1 Preferred Stock carries the right to ten votes per share.

 The
Company is not permitted to amend, alter or repeal its Certificate of Incorporation or bylaws in a manner adverse to the relative rights,
preferences, qualifications, limitations or restrictions of the D-Series Preferred Stock without the affirmative vote of a majority of
the votes entitled to be cast by holders of outstanding shares of D-Series Preferred Stock, voting together as a single class with each
share of D-Series Convertible Preferred Stock having a number of votes equal to the number of shares of common stock then issuable upon
conversion of such share of D-Series Preferred Stock.

 Conversion

 The
Series D Preferred Stock is convertible at the option of the holders thereof into shares of common stock based on a one-for-one conversion
ratio. The Series D-1 Preferred Stock is convertible at the option of the holders thereof into shares of common stock based on a one-for-ten
conversion ratio. The conversion ratio of the D-Series Preferred Stock is subject to adjustment for stock splits and combinations, recapitalizations,
reclassifications, reorganizations, mergers, and consolidations. The D-Series Preferred Stock will automatically convert into shares
of common stock upon the fifth anniversary of the date of issuance.

the year ended December 31, 2021, the Company received consideration of $ 150,000 from an investor in exchange for an aggregate of 52,411
 shares of restricted Series D-1 Preferred Stock that were issued during the first quarter of 2022.

the year ended December 31, 2022, the Company issued 475,766 shares of Series D-1 Preferred Stock upon the automatic conversion of $ 1,260,000
of principal and $ 101,640 accrued interest outstanding on the 2021 Notes.

the year ended December 31, 2023, the Company issued 330,354 shares of Series D-1 Preferred Stock upon the automatic conversion of $ 875,000
of principal and $ 70,464 accrued interest outstanding on the 2021 Notes.

the year ended December 31, 2023, the Company issued 284,117 shares of Series D-1 Preferred Stock upon the automatic conversion of $ 752,500
of principal and $ 60,598 accrued interest outstanding on the 2022 Notes.

 F- 16

 Common
Stock Issuances

the year ended December 31, 2022, the Company issued an aggregate of 50,000 shares of immediately vested restricted common stock with
a grant date fair value of $ 3,025 for services.

the year ended December 31, 2023, the Company issued an aggregate of 25,000 shares of immediately vested restricted common stock with
a grant date fair value of $ 2,850 for services.

 10.
 Stock Incentive Plan and Warrants

 The
2017 Amendment and Restatement of the Provectus Biopharmaceuticals, Inc. 2014 Equity Compensation Plan (the "2017 Equity Compensation
Plan") provides for the issuance of up to 20,000,000 shares of common stock pursuant to stock options for the benefit of eligible
employees and directors of the Company. Options granted under the 2017 Equity Compensation Plan are either "incentive stock options"
within the meaning of Section 422 of the Internal Revenue Code or options which are not incentive stock options. Vested stock options are
exercisable over a period determined by the Board of Directors (through its Compensation Committee), but generally no longer than 10 years
after the date they are granted. As of December 31, 2023, there were 16,587,500 shares available for issuance under the 2017 Equity Compensation
Plan.

 There
were no stock options granted during the years ended December 31, 2023 and 2022.

 The
following table summarizes option activity during the years ended December 31, 2023 and 2022:

 Schedule of Option Activity

 Weighted Average Exercise Price

 Weighted Average Remaining Life in Years

 Outstanding and exercisable at January 1, 2022

 3,625,000

 $
 0.32

 Forfeited

 ( 200,000
)

 0.86

 Outstanding and exercisable at December 31, 2022

 3,425,000

 $
 0.29

 Forfeited

 ( 200,000
)

 0.67

 Outstanding and exercisable at December 31, 2023

 3,225,000

 0.27

 2.11

 As
of December 31, 2023, the intrinsic value of outstanding and exercisable options was $ 0.

 F- 17

 The
following table summarizes information about stock options outstanding at December 31, 2023:

 Schedule of Stock Options Outstanding

 Options Outstanding

 Options Exercisable

 Outstanding

 Weighted Average

 Exercisable

 Number of

 Remaining Life

 Number of

 Exercise Price

 Options

 In Years

 Options

 $
 0.12

 2,425,000

 1.90

 2,425,000

 $
 0.29

 100,000

 1.90

 100,000

 $
 0.75

 1.90

 $
 0.88

 150,000

 0.60

 150,000

 3,225,000

 1.90

 3,225,000

 Warrants

 There
were no warrants granted during the years ended December 31, 2023 and 2022.

 The
following table summarizes warrant activity during the years ended December 31, 2023 and 2022:

 Schedule of Warrant Activity

 Number of Warrants

 Weighted Average Exercise Price

 Weighted Average Remaining Life in Years

 Outstanding and exercisable at January 1, 2022

 512,500

 $
 0.92

 Forfeited

 ( 37,500
)

 0.29

 Outstanding and exercisable at December 31, 2022

 475,000

 $
 0.97

 Forfeited

 ( 62,500
)

 0.29

 Outstanding and exercisable at December 31, 2023

 412,500

 $
 1.07

 0.38

 As
of December 31, 2023, the intrinsic value of outstanding and exercisable warrants was $ 0.

 F- 18

 The
following table summarizes information about warrants outstanding at December 31, 2023:

 Schedule of Warrants Outstanding

 Warrants Outstanding

 Warrants Exercisable

 Outstanding

 Weighted Average

 Exercisable

 Number of

 Remaining Life

 Number of

 Exercise Price

 Warrant

 In Years

 Warrants

 $
 0.29

 25,000

 0.25

 25,000

 $
 1.00

 18,000

 0.39

 18,000

 $
 1.12

 366,000

 0.39

 366,000

 $
 2.00

 3,500

 0.39

 3,500

 412,500

 0.38

 412,500

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

 11.
 Income Taxes

 The
domestic and foreign components of loss before income taxes from operations for the years ended December 31, 2023 and 2022 are as follows:

 Schedule of Domestic and Foreign Loss Before Income Taxes

 Years ended December 31

 2023

 2022

 Domestic

 $
 ( 3,116,233
)

 $
 ( 3,550,182
)

 Foreign

 ( 9,762
)

 ( 4,501
)

 Net Pre-Tax Loss

 $
 ( 3,125,995
)

 $
)

 The
income tax provision (benefit) consists of the following:

 Schedule of Income Tax Provision (Benefit)

 Years ended December 31

 2023

 2022

 Federal:

 Current

 $
 -

 $
 -

 Deferred

 21.00
 %

 ( 566,183
)

 538,915

 State:

 Current

 -

 -

 Deferred

 5.14
 %

 ( 138,445
)

 131,778

 26.14
 %

 ( 704,628
)

 670,693

 Change in valuation allowance

 704,628

 ( 670,693
)

 Income tax provision (benefit)

 $
 -

 $
 -

 The
reconciliations between the statutory federal income tax rate and the Company's effective tax rate are as follows:

 Schedule of Statutory Federal Income Tax Rate and Effective Tax Rate

 2023

 2022

 Years Ended December 31

 2023

 2022

 Tax benefit at federal statutory rate

 ( 21.0
)%

 ( 21.0
)%

 State income taxes, net of federal benefit

 ( 5.1
)%

 ( 5.1
)%

 Permanent differences

 ( 2.9
)%

 ( 3.7
)%

 Change in valuation allowance

 22.5
 %

 ( 18.6
)%

 Prior year true-up

 ( 3.8
)%

 ( 2.3
)%

 Expiration of federal and state net operating loss carryforwards

 10.2
 %

 49.1
 %

 Expiration of warrants and options

 1.1
 %

 1.0
 %

 Miscellaneous

 ( 1.0
)%

 0.6
 %

 Effective income tax rate

 0.0
 %

 0.0
 %

 F- 19

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

 Schedule of Components of Deferred Income Taxes

 2023

 2022

 December 31

 2023

 2022

 Deferred Tax Assets:

 Net operating loss carryforwards

 $
 41,888,685

 $
 42,012,057

 Research and development credit carryovers

 3,350,278

 3,229,869

 Stock-based compensation

 118,855

 152,813

 Intangible assets

 425,259

 337,558

 Capitalized R&D expenditures

 817,239

 358,897

 Contribution carryovers

 -

 10,062

 Accrued liabilities

 833,876

 628,265

 Gross deferred tax assets

 47,434,192

 46,729,521

 Deferred Tax Liabilities:

 Depreciation

 ( 2,622
)

 ( 3,915
)

 Prepaid expenses

 ( 87,794
)

 ( 86,459
)

 Gross deferred tax liabilities

 ( 90,416
)

 ( 90,374
)

 Valuation allowance

 ( 47,343,776
)

 ( 46,639,147
)

 Deferred tax asset, net of valuation allowance

 $
 -

 $
 -

 Change in valuation allowance

 $
 ( 704,628
)

 $
 670,693

 A
valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not
that some or all of the deferred tax assets may not be realized. The Company is in the early stages of development and realization of
the deferred tax assets is not considered more likely than not. As a result, the Company has recorded a full valuation allowance for
the net deferred tax asset.

 Since
inception of the Company on January 17, 2002, the Company has generated federal, state, and Australian tax net operating losses of approximately
$ 164 million, $ 143 million, and $ 158 thousand, respectively. Under the Tax Cuts and Jobs Act, federal net operating losses incurred after
December 31, 2017 may be carried forward indefinitely. The tax loss carryforwards of the Company may be subject to limitation by Section
382 of the Internal Revenue Code with respect to the amount utilizable each year. This limitation could reduce the Company's ability
to utilize net operating loss carryforwards. Federal net operating losses ("NOLs") totaling $ 144.1 million expire in various
amounts between 2024 and 2037. Federal NOLS totaling $ 20.1 million do not expire.

 Schedule of Net Operating Loss

 Year

 Year of

 Generated

 Expiration

 2004

 2024

 $
 3,571,227

 2005

 2025

 5,530,815

 2006

 2026

 7,192,407

 2007

 2027

 10,218,952

 2008

 2028

 7,017,372

 2009

 2029

 9,573,948

 2010

 2030

 10,344,298

 2011

 2031

 11,225,047

 2012

 2032

 11,193,882

 2013

 2033

 10,273,181

 2014

 2034

 9,075,738

 2015

 2035

 17,455,417

 2016

 2036

 19,710,699

 2017

 2037

 11,703,175

 2018

 N/A

 6,255,067

 2019

 N/A

 4,085,063

 2020

 N/A

 4,167,397

 2021

 N/A

 3,167,687

 2022

 N/A

 1,336,826

 2023

 N/A

 1,116,173

 Total NOLS

 $
 164,214,371

 F- 20

 State
NOLS totaling $ 143.4 million expire in various years between 2024 and 2039.

 Year

 Year of

 Generated

 Expiration

 2008

 2024

 $
 7,106,425

 2009

 2025

 9,680,770

 2010

 2026

 10,440,651

 2011

 2027

 11,362,120

 2012

 2028

 11,311,394

 2013

 2029

 10,381,763

 2014

 2030

 9,278,510

 2015

 2031

 18,547,287

 2016

 2032

 20,166,661

 2017

 2033

 12,131,850

 2018

 2034

 6,455,113

 2019

 2035

 4,211,210

 2020

 2036

 4,234,755

 2021

 2037

 3,232,081

 2022

 2038

 3,758,942

 2023

 2039

 1,116,173

 Total NOLS

 $
 143,415,705

 Australia
NOLS totaling $ 157,966 do not expire.

 Year Generated

 Year of Expiration

 2017

 N/A

 $

 2018

 N/A

 54,101

 2019

 N/A

 13,843

 2020

 N/A

 13,384

 2021

 N/A

 56,351

 2022

 N/A

 4,830

 2023

 N/A

 14,596

 Total NOLS

 $
 157,966

 The
Company has determined that there are no uncertain tax positions as of December 31, 2023 or 2022.

 F- 21

 We
file income tax returns in the U.S., Tennessee, and Australia. As of December 31, 2023, the U.S. federal and Tennessee tax years open
to examination are 2020 through 2023. The Australia income tax return remains open to examination for 2021 through 2023.

 To
date, the Company's operations conducted by its Australian subsidiary consist primarily of research and development activities.
As of December 31, 2023, there were no accumulated earnings and profits in the Company's foreign subsidiary. At current tax rates,
no additional federal income taxes (net of available tax attributes) would be payable if such earnings were to be repatriated.

 12.
 Leases

 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 2,700 square feet of leased corporate
office space in Knoxville, Tennessee through an operating lease agreement for a term of three years ending June 30, 2025. The monthly
base rent ranges from $ 4,053 to $ 4,278 over the term on the lease.

 Total
expense for operating leases for the year ended December 31, 2023 was $ 51,393, of which, $ 34,262 was included within research and development
and $ 17,131 was included within general and administrative expenses on the consolidated statements of operations. Total expense for operating
leases for the year ended December 31, 2022 was $ 63,066, of which, $ 42,044 was included within research and development and $ 21,022
was included within general and administrative expenses on the consolidated statements of operations.

 As
of December 31, 2023, the Company had no leases that were classified as a financing lease. As of December 31, 2023, the Company did not
have additional operating and financing leases that have not yet commenced.

 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 Years Ended

 2023

 2022

 Cash paid for amounts included in the measurement of lease liabilities:

 Operating cash flows used in operating leases

 $
 44,422

 $
 62,944

 Right-of-use assets obtained in exchange for lease obligations:

 Operating leases

 $
 -

 $
 130,422

 Weighted Average Remaining Lease Term

 Operating leases

 1.50 Years

 2.50 Years

 Weighted Average Discount Rate

 Operating leases

 5.0
 %

 5.0 %- 8.0

 %

 F- 22

 Future
minimum payments under the non-cancellable lease as of December 31, 2023 were as follows:

 Schedule of Future Minimum Payments Under Non-cancellable Lease

 Years

 2024

 $
 50,663

 2025

 25,669

 Total lease payments

 76,332

 Less: amount representing imputed interest

 ( 2,955
)

 Present value of lease liability

 73,377

 Less: current portion

 ( 48,077
)

 Lease liability, non-current portion

 $
 25,299

 13.
 401(K) Profit Sharing Plan

 The
Company maintains a retirement plan under Section 401(k) of the Internal Revenue Code, which covers all eligible employees. All employees
with U.S. source income are eligible to participate in the plan immediately upon employment. There was no contribution made by the Company
in 2023 or 2022.

 14.
 Grants

 On
October 25, 2021, the Company received a grant award of $ 2,500,000 from
the State of Tennessee for the study of animal cancers and dermatological disorders for the period October 15, 2021 to June 30, 2022
(the "Tennessee Grant" or "Grant"). The Tennessee Grant was pre-funded; therefore, the funds do not need to
be used in full by June 30, 2022. The Tennessee Grant was provided as reimbursement of research and development expenses related to
the development of animal health drug products. The Company has elected gross presentation of the Tennessee Grant income earned and
the related research and development expenses, with Grant income presented as Grant revenue in the period in which it is earned, and
qualifying costs presented as research and development expenses included in the Company's statement of operations in the
period that such costs are incurred. As of December 31, 2023, $ 953,248 has
been recorded as unearned Grant revenue liability on the accompanying audited consolidated balance sheets. The Company recorded
$ 557,710 and
$ 989,042 of
Grant revenue during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2022, $ 1,510,958 has been
recorded as unearned Grant revenue liability on the accompanying audited consolidated balance sheets.

 15.
 License Transactions

 In
the third quarter of 2019, the Company entered into a dialog with Bascom Palmer Eye Institute ("BPEI") regarding collaboration
on BPEI's ophthalmic photodynamic antimicrobial therapy ("PDAT") using the Company's pharmaceutical-grade RBS.
On February 16, 2022, and later amended on May 11, 2022, the Company entered into an option agreement with the University of Miami ("UM")
for an exclusive worldwide license of intellectual property ("IP") developed by the Ophthalmic Biophysics Center ("OBC")
of BPEI that included the use of OBC's PDAT medical device in combination with formulations of the Company's pharmaceutical-grade
RBS for the treatment of bacterial, fungal, and viral infections of the eye. The
Company completed the arrangements of this collaboration during the third quarter of 2022, whereby the Company paid $5,000 for the option
that expires on May 31, 2023; agreed to pay up to $10,000 of new UM patent expenses for this IP during the period of the option and up
to $25,000 of past UM patent expenses for this IP; and entered into a sponsored research agreement with UM on September 16, 2022 to study
the combination of OBC's PDAT and TOP PV-305, a formulation of the Company's pharmaceutical-grade RBS, for the treatment
of infectious keratitis.

 16.
 Commitments, Contingencies and Litigation

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

 17.
 Subsequent Events

 The
Company has evaluated events that have occurred after the balance sheet date and through the date the financial statements were issued.
Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment
or disclosure in the financial statements, except as disclosed below.

 Convertible
Notes Payable

 Subsequent
to December 31, 2023, the Company entered into 2022 Notes with non-related party investors in the aggregate principal amount of $ 153,000.

 Subsequent
to December 31, 2023, the Company entered into a 2022 Note with a related party investor (a director of the Company) in the aggregate
principal amount of $ 815,000.

 Subsequent to December 31, 2023, the Company paid back $ 75,000 against a 2021 Note with a related party investor
(an officer of the Company).

Stock

 Subsequent
to December 31, 2023, principal and interest in the aggregate amount of $ 648,162 representing 2022 Notes were converted into 226,474 shares
of Series D-1 Convertible Preferred Stock upon automatic conversion of the 2022 Notes.

 Bruce
Horowitz – Resignation and Termination Agreement

 On
March 25, 2024, Bruce Horowitz resigned from the Board and as the Company's Chief Operating Officer. Mr. Horowitz, through
counsel, had requested that the Company pay him $ 977,000,
representing $ 508,000
for amounts owed under the Independent Contractor Agreement, dated as of April 19, 2017, by and between Mr. Horowitz and the
Company, as amended by Amendment No. 1, dated as of May 9, 2017, and Amendment No. 2, dated as of May 8, 2019 (the "Horowitz
Agreement"), and $ 469,000
for accrued director fees. On March 25, 2024, the Company and Mr. Horowitz entered into an Independent Contractor and Director Fee
Termination Agreement and Release (the "Termination Agreement") to resolve Mr. Horowitz's claims and terminate the
Horowitz Agreement. The Termination Agreement provides, among other things, for the Company to pay Mr. Horowitz an initial payment
of $ 250,000
within two business days of the Termination Agreement and a discounted second payment in the amount of $ 258,000
so long as it is paid prior to June 30, 2024, after which the amount of the second payment is $ 500,000. The Company has paid the initial payment of $ 250,000.

 Dominic
Rodrigues – Appointment and Independent Contractor Agreement

 On
March 25, 2024, the Board retained Dominic Rodrigues as the Company's chief operations consultant pursuant to an Independent Contractor
Agreement entered into with Mr. Rodrigues. In this role, Mr. Rodrigues will serve as the Company's principal executive officer
and will be paid $ 20,000 per calendar month.

 License Transactions

 On March 21, 2024, the Company entered into an exclusive
worldwide license for UM's IP. Details of the license agreement are reported in the Company's
Current Report on Form 8-K filed with the Commission on March 27, 2024.

 F- 23

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 Not

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance
with GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that
receipts and expenditures by us are being made only in accordance with authorizations of our management and directors; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could
have a material effect on the consolidated financial statements.

 Under
the supervision and with the participation of our management, including our principal executive officer and principal financial officer,
we conducted an evaluation of the effectiveness of our internal control over financial reporting as of the period covered by this report
based on the criteria for effective internal control described in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on the results of management's assessment
and evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

 Evaluation
of Disclosure Controls and Procedures

 Management,
with the participation of our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period
covered in this report, our disclosure controls and procedures were effective to provide reasonable assurance that the information required
to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our principal executive
officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 Inherent
Limitations on Effectiveness of Controls

 Even
assuming the effectiveness of our controls and procedures, our management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error
or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the
control system's objectives will be met. In general, our controls and procedures are designed to provide reasonable assurance that
our control system's objective will be met, and our principal executive officer and principal financial officer has concluded that
our disclosure controls and procedures are effective at the reasonable assurance level. The design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of
the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error
or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error
or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management
override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future
events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Projections of any evaluation of the effectiveness of controls in future periods are subject to risks. Over time, controls may become
inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 Changes
in Internal Control Over Financial Reporting

 There
has been no change in our internal control over financial reporting that occurred during the fourth quarter of 2023 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
 9B.

 OTHER
 INFORMATION.

 None.

 ITEM
 9C.

 DISCLOSURE
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

 The
information called for by this item is incorporated herein by reference to the definitive Proxy Statement for our 2024 Annual Meeting
of Stockholders, which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION.

 The
information called for by this item is incorporated herein by reference to the definitive Proxy Statement for our 2024 Annual Meeting
of Stockholders, which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The
information called for by this item is incorporated herein by reference to the definitive Proxy Statement for our 2024 Annual Meeting
of Stockholders, which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 The
information called for by this item is incorporated herein by reference to the definitive Proxy Statement for our 2024 Annual Meeting
of Stockholders, which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES.

 The
information called for by this item is incorporated herein by reference to the definitive Proxy Statement for our 2024 Annual Meeting
of Stockholders, which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act.

 PART
IV

 ITEM
 15.

 EXHIBIT
 AND FINANCIAL STATEMENT SCHEDULES.

 Financial
Statements

 All
financial statements are set forth under Part II, Item 8 of this report.

 Financial
Statement Schedules

 None

 Exhibits

 Exhibit

 No.

 Description

 3.1

 Certificate of Incorporation of Provectus Biopharmaceuticals, Inc., as amended (incorporated by reference to Exhibit 3.1 of the Company's annual report on Form 10-K filed with the SEC on March 31, 2017).

 3.2

 Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's current report on Form 8-K filed with the SEC on June 24, 2021).

 3.3

 Certificate of Designation of Preferences, Rights and Limitations of Series D-1 Convertible Preferred Stock (as amended by the Certificate of Amendment, dated March 30, 2022) (incorporated by reference to Exhibit 3.4 of the Company's quarterly report on Form 10-Q filed with the SEC on May 12, 2022).

 3.4

 Bylaws of Provectus Biopharmaceuticals, Inc. (incorporated by reference to Exhibit 3.4 of the Company's annual report on Form 10-K filed with the SEC on March 13, 2014).

 4.1

 Specimen certificate for the Common Stock, par value $0.001 per share, of the Company (incorporated by reference to Exhibit 4.1 of the Company's annual report on Form 10-KSB filed with the SEC on April 15, 2003).

 4.2

 Specimen certificate for the Common Stock, par value $0.001 per share, of the Company (incorporated by reference to Exhibit 4.1 to the Company's registration statement on Form S-4, Commission File No. 333-208816, filed with the SEC on December 31, 2015).

 4.3

 Form of Unsecured Convertible Promissory Note under the 2021 Financing Term Sheet (incorporated by reference to Exhibit 4.1 of the Company's current report on Form 8-K filed with the SEC on August 18, 2021).

 4.4

 Form of Unsecured Convertible Promissory Note under the 2022 Financing Term Sheet (incorporated by reference to Exhibit 4.1 of the Company's current report on Form 8-K filed with the SEC on September 26, 2022).

 4.5

 Description of Securities.

 10.1*

 Confidentiality, Inventions and Non-Competition Agreement dated as of November 26, 2002 between the Company and Timothy C. Scott (incorporated by reference to Exhibit 10.9 of the Company's annual report on Form 10-KSB filed with the SEC on April 15, 2003).

 10.2*

 Confidentiality, Inventions and Non-Competition Agreement dated as of November 26, 2002, between the Company and Eric A. Wachter (incorporated by reference to Exhibit 10.10 of the Company's annual report on Form 10-KSB filed with the SEC on April 15, 2003).

 10.3

 Material Transfer Agreement dated as of July 31, 2003 between Schering-Plough Animal Health Corporation and the Company (incorporated by reference to Exhibit 10.15 of the Company's quarterly report on Form 10-QSB filed with the SEC on August 14, 2003).

 10.4

 Controlled Equity Offering SM Sales Agreement, dated April 30, 2014, by and between Provectus Biopharmaceuticals, Inc. and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 10.1 of the Company's current report on Form 8-K filed with the SEC on April 30, 2014).

 10.5

 Stipulated Settlement Agreement and Mutual Release, dated June 6, 2014, by and among the Company as nominal defendant, H. Craig Dees, Timothy C. Scott, Eric A. Wachter, Peter R. Culpepper, Stuart Fuchs, Kelly M. McMasters, and Alfred E. Smith, IV, as defendants, and Glenn Kleba and Don B. Dale, as plaintiffs (Exhibits Omitted) (incorporated by reference to Exhibit 10.6 of the Company's quarterly report on Form 10-Q filed with the SEC on August 7, 2014).

 10.6

 Definitive Financing Commitment Term Sheet dated March 19, 2017 (incorporated by reference to Exhibit 10.2 of the Company's quarterly report on Form 10-Q filed with the SEC on May 10, 2017).

 10.7

 2020 Definitive Financing Term Sheet (incorporated by reference to Exhibit 10.39 to the Company's annual report on Form 10-K filed with the SEC on March 5, 2020).

 10.8

 2021 Financing Term Sheet (incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed with the SEC on November 10, 2021).

 10.9

 2022 Financing Term Sheet (incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed with the SEC on November 9, 2022).

 10.10*

 Provectus Pharmaceuticals, Inc. 2012 Stock Plan (incorporated herein by reference to Appendix A of the Company's definitive proxy statement filed with the SEC on April 30, 2012).

 10.11*

 2017
 Amendment and Restatement of the Provectus Biopharmaceuticals, Inc. 2014 Equity Compensation Plan (incorporated herein by reference
 to Appendix A of the Company's definitive proxy statement filed with the SEC on April 27, 2017).

 10.12*

 Independent Contractor Agreement, dated April 19, 2017, between the Company and Bruce Horowitz (incorporated by reference to Exhibit 10.1 of the Company's current report on Form 8-K filed with the SEC on April 20, 2017).

 10.13*

 Amendment No. 1 to the Independent Contractor Agreement, dated May 9, 2017, between the Company and Bruce Horowitz (incorporated by reference to Exhibit 10.6 of the Company's quarterly report on Form 10-Q filed with the SEC on August 9, 2017).

 10.14*

 Amendment No. 2 to the Independent Contractor Agreement dated April 19, 2017, between the Company and Bruce Horowitz, dated May 8, 2019 (incorporated by reference to Exhibit 10.1 of the Company's current report on Form 8-K filed May 9, 2019).

 10.15*

 Employment Agreement between the Company and Heather Raines, CPA, dated March 25, 2019 (incorporated by reference to Exhibit 10.1 of the Company's current report on Form 8-K filed on March 25, 2019).

 10.16*

 Executive Employment Agreement between the Company and Eric A. Wachter, Ph. D., dated May 17, 2019 (incorporated by reference to Exhibit 10.1 of the Company's current report on Form 8-K filed May 20, 2019).

 10.17

 Indemnification Agreement between the Company and Dominic Rodrigues, dated April 3, 2017 (incorporated by reference to Exhibit 10.3 of the Company's current report on Form 8-K filed with the SEC on April 4, 2017).

 10.18

 Indemnification Agreement between the Company and Bruce Horowitz, dated April 3, 2017 (incorporated by reference to Exhibit 10.4 of the Company's current report on Form 8-K filed with the SEC on April 4, 2017).

 10.19

 Indemnification Agreement between the Company and Ed Pershing, dated April 19, 2018 (incorporated by reference to Exhibit 10.1 of the Company's current report on Form 8-K filed on April 24, 2018).

 10.20

 Indemnification Agreement between the Company and Jack Lacey, MD, dated April 19, 2018 (incorporated by reference to Exhibit 10.2 of the Company's current report on Form 8-K filed on April 24, 2018).

 10.21

 Indemnification Agreement between the Company and Webster Bailey, effective as of July 20, 2020 (incorporated by reference to Exhibit 10.1 of the Company's current report on Form 8-K filed on July 16, 2020).

 Code of Ethics (incorporated by reference to Exhibit 14 of the Company's annual report on Form 10-K filed with the SEC on March 16, 2011).

 Subsidiaries of the Company (incorporated by reference to Exhibit 21 of the Company's annual report on Form 10-K filed with the SEC on March 31, 2017).

 31.1

 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) of the Securities Exchange Act of 1934.

 31.2

 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) of the Securities Exchange Act of 1934.

 Certification Pursuant to 18 U.S.C. Section 1350.

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 Cover

 Filed
 herewith.

 Furnished
 herewith.

 *

 Indicates
 a management contract or compensatory plan or arrangement.

 ITEM
 16.

 FORM
 10-K SUMMARY.

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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.

 March

 By:

 /s/
 Dominic Rodrigues

 Dominic Rodrigues

 Chief Operations Consultant (principal executive officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Heather Raines

 Chief
 Financial Officer

 March

 Heather
 Raines, CPA

 (principal
 financial officer and principal accounting officer)

 /s/
 Dominic Rodrigues

 Director, Vice Chairman of the Board
 and Chief Operations Consultant

 March

 Dominic Rodrigues

 (principal
 executive officer)

 /s/
 Webster Bailey

 Director

 March

 Webster
 Bailey

 /s/
 John W. Lacey, III, MD

 Director

 March

 John
 W. Lacey, III, MD

 /s/
 Ed Pershing

 Director
 and Chairman of the Board

 March

 Ed
 Pershing